Document and Entity Information
Document and Entity Information - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Oct. 31, 2020 | Jan. 15, 2021 | Oct. 06, 2020 | Apr. 30, 2020 | Jan. 08, 2020 | Oct. 31, 2019 | |
Cover [Abstract] | ||||||
Entity Registrant Name | FUELCELL ENERGY, INC. | |||||
Entity Central Index Key | 0000886128 | |||||
Document Type | 10-K | |||||
Document Period End Date | Oct. 31, 2020 | |||||
Amendment Flag | false | |||||
Document Fiscal Year Focus | 2020 | |||||
Document Fiscal Period Focus | FY | |||||
Trading Symbol | FCEL | |||||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |||||
Security Exchange Name | NASDAQ | |||||
Current Fiscal Year End Date | --10-31 | |||||
Entity Filer Category | Non-accelerated Filer | |||||
Entity Small Business | true | |||||
Entity Emerging Growth Company | false | |||||
Entity Shell Company | false | |||||
Document Annual Report | true | |||||
Document Transition Report | false | |||||
Entity File Number | 1-14204 | |||||
Entity Incorporation, State or Country Code | DE | |||||
Entity Tax Identification Number | 06-0853042 | |||||
Entity Address, Address Line One | 3 Great Pasture Road | |||||
Entity Address, City or Town | Danbury | |||||
Entity Address, State or Province | CT | |||||
Entity Address, Postal Zip Code | 06810 | |||||
City Area Code | 203 | |||||
Local Phone Number | 825-6000 | |||||
Entity Common Stock, Shares Outstanding | 322,412,341 | |||||
Entity Well-known Seasoned Issuer | Yes | |||||
Entity Voluntary Filers | No | |||||
Entity Current Reporting Status | Yes | |||||
Entity Interactive Data Current | Yes | |||||
ICFR Auditor Attestation Flag | false | |||||
Entity Public Float | $ 426,040,826 | |||||
Share Price | $ 2 | $ 1.92 | $ 2.02 | $ 2.29 | $ 0.24 | |
Documents Incorporated by Reference | DOCUMENT INCORPORATED BY REFERENCE Document Parts Into Which Incorporated Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders Part III |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2020 | Oct. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents, unrestricted | $ 149,867,000 | $ 9,434,000 | |
Restricted cash and cash equivalents - short-term | [1] | 9,233,000 | 3,473,000 |
Accounts receivable, net | 9,563,000 | 3,292,000 | |
Unbilled receivables | 8,041,000 | 7,684,000 | |
Inventories | 50,971,000 | 54,515,000 | |
Other current assets | 6,306,000 | 5,921,000 | |
Total current assets | 233,981,000 | 84,319,000 | |
Restricted cash and cash equivalents - long-term | 32,952,000 | 26,871,000 | |
Inventories - long-term | [2] | 8,986,000 | 2,179,000 |
Project assets | 161,809,000 | 144,115,000 | |
Property, plant and equipment, net | 36,331,000 | 41,134,000 | |
Operating lease right-of-use assets, net | 10,098,000 | ||
Goodwill | 4,075,000 | 4,075,000 | |
Intangible assets, net | 19,967,000 | 21,264,000 | |
Other assets | 15,339,000 | 9,489,000 | |
Total assets | 523,538,000 | 333,446,000 | |
Current liabilities: | |||
Current portion of long-term debt | 21,366,000 | 21,916,000 | |
Current portion of operating lease liabilities | 939,000 | ||
Accounts payable | 9,576,000 | 16,943,000 | |
Accrued liabilities | 15,681,000 | 11,452,000 | |
Deferred revenue | 10,399,000 | 11,471,000 | |
Preferred stock obligation of subsidiary | 938,000 | 950,000 | |
Total current liabilities | 58,899,000 | 62,732,000 | |
Long-term deferred revenue | 31,501,000 | 28,705,000 | |
Long-term preferred stock obligation of subsidiary | 18,265,000 | 16,275,000 | |
Long-term operating lease liabilities | 9,817,000 | ||
Long-term debt and other liabilities | 150,651,000 | 90,140,000 | |
Total liabilities | 269,133,000 | 197,852,000 | |
Stockholders’ equity | |||
Common stock ($0.0001 par value); 337,500,000 shares and 225,000,000 shares authorized as of October 31, 2020 and 2019, respectively; 294,706,758 and 193,608,684 shares issued and outstanding as of October 31, 2020 and 2019, respectively) | 29,000 | 19,000 | |
Additional paid-in capital | 1,359,454,000 | 1,151,454,000 | |
Accumulated deficit | (1,164,196,000) | (1,075,089,000) | |
Accumulated other comprehensive loss | (739,000) | (647,000) | |
Treasury stock, Common, at cost (56,411 and 42,496 shares as of October 31, 2020 and 2019, respectively) | (432,000) | (466,000) | |
Deferred compensation | 432,000 | 466,000 | |
Total stockholders’ equity | 194,548,000 | 75,737,000 | |
Total liabilities and stockholders’ equity | 523,538,000 | 333,446,000 | |
Series B Preferred Stock [Member] | |||
Current liabilities: | |||
Redeemable preferred stock | $ 59,857,000 | $ 59,857,000 | |
[1] | Short-term restricted cash and cash equivalents are amounts expected to be released and categorized as unrestricted cash within twelve months of the balance sheet date. | ||
[2] | Long-term inventory includes modules that are contractually required to be segregated for use as replacement modules for specific project assets . |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2020 | Oct. 31, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 337,500,000 | 225,000,000 |
Common stock, shares issued | 294,706,758 | 193,608,684 |
Common stock, shares outstanding | 294,706,758 | 193,608,684 |
Treasury stock, shares | 56,411 | 42,496 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Liquidation Preference, Value | $ 64,020 | $ 64,020 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | ||
Revenues: | ||||
Revenues | $ 70,871,000 | $ 60,752,000 | $ 89,437,000 | |
Costs of revenues: | ||||
Costs of revenues | 78,596,000 | 82,021,000 | 86,344,000 | |
Gross (loss) profit | (7,725,000) | (21,269,000) | 3,093,000 | |
Operating expenses: | ||||
Administrative and selling expenses | 26,644,000 | 31,874,000 | 24,908,000 | |
Research and development expenses | 4,797,000 | 13,786,000 | 22,817,000 | |
Total operating expenses | 31,441,000 | 45,660,000 | 47,725,000 | |
Loss from operations | (39,166,000) | (66,929,000) | (44,632,000) | |
Interest expense | (15,294,000) | (10,623,000) | (9,055,000) | |
Change in fair value of common stock warrant liability | (37,086,000) | 0 | 0 | |
Gain on extinguishment of financing obligation | 1,801,000 | 0 | 0 | |
Other income, net | 684,000 | 93,000 | 3,338,000 | |
Loss before (provision) benefit for income taxes | (89,061,000) | (77,459,000) | (50,349,000) | |
(Provision) benefit for income taxes | (46,000) | (109,000) | 3,015,000 | |
Net loss | (89,107,000) | (77,568,000) | (47,334,000) | |
Series B Preferred stock dividends | (3,200,000) | |||
Net loss attributable to common stockholders | $ (92,438,000) | $ (100,245,000) | $ (62,168,000) | |
Net loss to common stockholders per share | ||||
Basic | $ (0.42) | $ (1.82) | $ (9.01) | |
Diluted | [1] | $ (0.42) | $ (1.82) | $ (9.01) |
Weighted average shares outstanding | ||||
Basic | 221,960,288 | 55,081,266 | 6,896,189 | |
Diluted | 221,960,288 | 55,081,266 | 6,896,189 | |
Series A Warrant [Member] | ||||
Operating expenses: | ||||
Change in fair value of common stock warrant liability | $ (3,169,000) | |||
Series B Preferred Stock [Member] | ||||
Operating expenses: | ||||
Series B Preferred stock dividends | $ (3,331,000) | (3,231,000) | $ (3,200,000) | |
Series C Preferred Stock [Member] | ||||
Operating expenses: | ||||
Series C Preferred stock deemed dividends and redemption value adjustment, net | (6,522,000) | (9,559,000) | ||
Series D Preferred Stock [Member] | ||||
Operating expenses: | ||||
Series D Preferred stock deemed dividends and redemption accretion | 0 | (9,755,000) | (2,075,000) | |
Product Sales [Member] | ||||
Revenues: | ||||
Revenues | 481,000 | 52,490,000 | ||
Costs of revenues: | ||||
Costs of revenues | 9,924,000 | 18,552,000 | 54,504,000 | |
Service Agreements and License Revenues [Member] | ||||
Revenues: | ||||
Revenues | 25,133,000 | 26,618,000 | 15,757,000 | |
Costs of revenues: | ||||
Costs of revenues | 24,545,000 | 18,943,000 | 15,059,000 | |
Generation Revenues [Member] | ||||
Revenues: | ||||
Revenues | 19,943,000 | 14,034,000 | 7,171,000 | |
Costs of revenues: | ||||
Costs of revenues | 27,873,000 | 31,642,000 | 6,421,000 | |
Advanced Technologies Contract Revenues [Member] | ||||
Revenues: | ||||
Revenues | 25,795,000 | 19,619,000 | 14,019,000 | |
Costs of revenues: | ||||
Costs of revenues | $ 16,254,000 | $ 12,884,000 | $ 10,360,000 | |
[1] | Due to the net loss to common stockholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. |
Statement of Comprehensive Loss
Statement of Comprehensive Loss Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (89,107) | $ (77,568) | $ (47,334) |
Foreign currency translation adjustments | (92) | (244) | 12 |
Total comprehensive loss | $ (89,199) | $ (77,812) | $ (47,322) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Series C Preferred Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Series B Preferred Stock [Member] | Additional Paid-in Capital [Member]Series C Preferred Stock [Member] | Additional Paid-in Capital [Member]Series D Preferred Stock [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Deferred Compensation [Member] |
Balance at at Oct. 31, 2017 | $ 101,256 | $ 1 | $ 1,045,203 | $ (943,533) | $ (415) | $ (280) | $ 280 | |||||||||
Balance at (in shares) at Oct. 31, 2017 | 5,791,068 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Sale of common stock, net of fees | 7,129 | 7,129 | ||||||||||||||
Sale of common stock, net of fees (in shares) | 476,265 | |||||||||||||||
Exercise of warrants | 3,326 | 3,326 | ||||||||||||||
Exercise of warrants, (in shares) | 216,309 | |||||||||||||||
Common stock issued, non-employee compensation | 282 | 282 | ||||||||||||||
Common stock issued, non-employee compensation, (in shares) | 13,226 | |||||||||||||||
Share based compensation | 3,238 | 3,238 | ||||||||||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans | 660 | 660 | ||||||||||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans, (in shares) | (14,913) | |||||||||||||||
Series C convertible preferred stock conversions | $ 20,220 | $ 20,220 | ||||||||||||||
Series C convertible preferred stock conversions, (in shares) | 1,496,368 | |||||||||||||||
Preferred dividends — Series B | (3,200) | $ (3,200) | (3,200) | |||||||||||||
Series D Preferred stock redemption accretion | $ (2,075) | $ (2,075) | ||||||||||||||
Balance at at Oct. 31, 2018 | 82,194 | $ 1 | 1,073,463 | (990,867) | (403) | (363) | 363 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Effect of foreign currency translation | 12 | 12 | ||||||||||||||
Adjustment for deferred compensation | 83 | |||||||||||||||
Adjustment for deferred compensation (in shares) | (5,637) | |||||||||||||||
Adjustment for deferred compensation | (83) | |||||||||||||||
Net loss | (47,334) | (47,334) | ||||||||||||||
Balance at (in shares) at Oct. 31, 2018 | 7,972,686 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Sale of common stock, net of fees | 43,666 | $ 12 | 43,654 | |||||||||||||
Sale of common stock, net of fees (in shares) | 119,128,677 | |||||||||||||||
Common stock issued, non-employee compensation | 102 | 102 | ||||||||||||||
Common stock issued, non-employee compensation, (in shares) | 29,454 | |||||||||||||||
Share based compensation | 2,804 | 2,804 | ||||||||||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans | 200 | 200 | ||||||||||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans, (in shares) | 52,607 | |||||||||||||||
Series A warrant exchange, (in shares) | 500,000 | |||||||||||||||
Series C convertible preferred stock conversions | 15,489 | 15,489 | ||||||||||||||
Series C convertible preferred stock conversions, (in shares) | 3,914,218 | 3,914,218 | ||||||||||||||
Series C convertible preferred stock adjustment for beneficial conversion feature | 6,586 | 6,586 | ||||||||||||||
Series C convertible stock redemption value adjustments | (14,597) | (14,597) | ||||||||||||||
Preferred dividends — Series B | (3,231) | $ (3,231) | ||||||||||||||
Series D convertible preferred stock conversions | 31,183 | $ 6 | 31,177 | |||||||||||||
Series D convertible preferred stock conversions, (in shares) | 62,040,496 | |||||||||||||||
Series D Preferred stock redemption accretion | $ (3,793) | $ (3,793) | ||||||||||||||
Balance at at Oct. 31, 2019 | 75,737 | $ (6,654) | $ 19 | 1,151,454 | (1,075,089) | $ (6,654) | (647) | (466) | 466 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Effect of foreign currency translation | (244) | (244) | ||||||||||||||
Adjustment for deferred compensation | 103 | |||||||||||||||
Adjustment for deferred compensation (in shares) | (29,454) | |||||||||||||||
Adjustment for deferred compensation | (103) | |||||||||||||||
Net loss | $ (77,568) | (77,568) | ||||||||||||||
Balance at (in shares) at Oct. 31, 2019 | 193,608,684 | 193,608,684 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Sale of common stock, net of fees | $ 171,911 | $ 9 | 171,902 | |||||||||||||
Sale of common stock, net of fees (in shares) | 86,307,932 | |||||||||||||||
Exercise of warrants | 37,060 | $ 1 | 37,059 | |||||||||||||
Exercise of warrants, (in shares) | 14,696,320 | |||||||||||||||
Common stock issued, non-employee compensation | 104 | 104 | ||||||||||||||
Common stock issued, non-employee compensation, (in shares) | 58,303 | |||||||||||||||
Reclassification of value of share based compensation upon approval of authorized shares for grant | 401 | 401 | ||||||||||||||
Share based compensation | 1,868 | 1,868 | ||||||||||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans | 3 | 3 | ||||||||||||||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans, (in shares) | 49,434 | |||||||||||||||
Preferred dividends — Series B | $ (3,331) | $ (3,331) | ||||||||||||||
Balance at at Oct. 31, 2020 | 194,548 | $ 29 | $ 1,359,454 | (1,164,196) | (739) | (432) | 432 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Effect of foreign currency translation | (92) | $ (92) | ||||||||||||||
Adjustment for deferred compensation | $ (34) | |||||||||||||||
Adjustment for deferred compensation (in shares) | (13,915) | |||||||||||||||
Adjustment for deferred compensation | $ 34 | |||||||||||||||
Net loss | $ (89,107) | $ (89,107) | ||||||||||||||
Balance at (in shares) at Oct. 31, 2020 | 294,706,758 | 294,706,758 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (89,107) | $ (77,568) | $ (47,334) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Share-based compensation | 1,868 | 2,804 | 3,238 |
Depreciation and amortization | 19,377 | 12,353 | 8,648 |
Change in fair value of common stock warrant liability | 37,086 | 0 | 0 |
Gain on extinguishment of financing obligation | (1,801) | 0 | 0 |
Gain on Series 1 preferred stock extinguishment | (475) | 0 | 0 |
Non-cash interest expense on preferred stock and debt obligations | 7,570 | 6,097 | 5,957 |
Deferred income taxes | 0 | 0 | (3,035) |
Operating lease costs | 1,451 | 0 | 0 |
Operating lease payments | (1,016) | 0 | 0 |
Impairment of property, plant and equipment and project assets | 2,417 | 20,360 | 0 |
Unrealized loss on derivative contract | 314 | 624 | 0 |
Other non-cash transactions | 674 | 511 | 597 |
Decrease (increase) in operating assets: | |||
Accounts receivable | (6,271) | 4,842 | 24,169 |
Unbilled receivables | (5,590) | (4,488) | 24,562 |
Inventories | (2,111) | (6,427) | 31,714 |
Other assets | (1,297) | 2,120 | (2,264) |
Increase (decrease) in operating liabilities: | |||
Accounts payable | (7,059) | (173) | (19,846) |
Accrued liabilities | 5,465 | 2,377 | (11,345) |
Deferred revenue | 1,724 | 5,996 | 1,261 |
Net cash (used in) provided by operating activities | (36,781) | (30,572) | 16,322 |
Cash flows from investing activities: | |||
Capital expenditures | (382) | (2,151) | (10,028) |
Project asset expenditures | (31,527) | (31,675) | (41,232) |
Asset acquisition | (611) | (35,474) | 0 |
Net cash used in investing activities | (32,520) | (69,300) | (51,260) |
Cash flows from financing activities: | |||
Repayment of debt | (30,117) | (48,395) | (16,616) |
Proceeds from debt, net of debt discount | 87,757 | 69,596 | 13,091 |
Common stock issued for stock plans and related expenses | 5 | 23 | 0 |
Payment of deferred financing costs | (2,697) | (3,302) | (352) |
Proceeds from sale of common stock and warrant exercises, net | 173,194 | 43,573 | 10,455 |
Payment of preferred dividends and return of capital | (6,475) | (1,840) | (4,178) |
Net cash provided by financing activities | 221,667 | 59,655 | 27,717 |
Effects on cash from changes in foreign currency rates | (92) | (244) | 12 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 152,274 | (40,461) | (7,209) |
Cash, cash equivalents, and restricted cash-beginning of year | 39,778 | 80,239 | 87,448 |
Cash, cash equivalents, and restricted cash-end of year | 192,052 | 39,778 | 80,239 |
Series D Preferred Stock [Member] | |||
Cash flows from financing activities: | |||
Net proceeds from issuance of preferred shares | $ 0 | $ 0 | $ 25,317 |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Oct. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business, Basis of Presentation and Significant Accounting Policies | Note 1. Nature of Business, Basis of Presentation and Significant Accounting Policies Nature of Business and Basis of Presentation FuelCell Energy, Inc., together with its subsidiaries (the “Company”, “FuelCell Energy”, “we”, “us”, or “our”), is a leading integrated fuel cell company. Founded in 1969, FuelCell Energy is a manufacturer of fuel cell clean power platforms delivering power and thermal energy and capable of delivering hydrogen, long-duration hydrogen energy storage, and carbon capture applications. We develop turn-key distributed power generation solutions and operate and provide comprehensive service for the life of the power plant. FuelCell Energy is focused on growing its global presence in delivering environmentally responsible distributed baseload power solutions through its proprietary, molten-carbonate and solid oxide fuel cell technologies. We are working to expand the proprietary technologies that we have developed over the past five decades into new product platforms, applications, markets and geographies. Our mission and purpose is to utilize our proprietary, state-of-the-art fuel cell platforms to enable a world empowered by clean energy and contribute to climate change mitigation. FuelCell Energy’s platforms are capable of reducing the global environmental footprint of baseload power generation by providing environmentally responsible solutions for reliable electrical power, distributed hydrogen, electrolysis, long-duration hydrogen-based energy storage, Carbon Capture, Microgrid applications, hot water, steam, and chilling. Our customer base includes utility companies, municipalities, universities, hospitals, government entities/military bases and a variety of industrial and commercial enterprises. Our leading geographic markets are currently the United States and South Korea, and we are pursuing opportunities in other countries around the world. The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. On May 8, 2019, the Company effected a 1-for-12 reverse stock split, reducing the number of the Company’s common shares outstanding on that date from 183,411,230 shares to 15,284,269 shares. The number of authorized shares of common stock remained unchanged at 225,000,000 shares and the number of authorized shares of preferred stock remained unchanged at 250,000 shares. Additionally, the conversion rate of our Series B Preferred Stock (as defined elsewhere herein), the conversion price of our Series C Preferred Stock and Series D Preferred Stock (each as defined elsewhere herein), the exchange price of the Series 1 Preferred Shares (as defined elsewhere herein), the exercise price of all then outstanding options and warrants, and the number of shares then-reserved for future issuance pursuant to our equity compensation plans were all adjusted proportionately in connection with the reverse stock split. All share and per share amounts, conversion prices, and exercise prices presented herein with respect to periods or dates prior to, or instruments in existence prior to, May 8, 2019 have been adjusted retroactively to reflect these changes. Liquidity Our principal sources of cash have been sales of our common stock through public equity offerings, proceeds from third party debt such as borrowings under our credit facilities, project financing and tax monetization transactions, proceeds from the sale of our projects as well as research and development and service and license agreements with third parties. We have utilized this cash to develop and construct power plants, develop Advanced Technologies, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs. As of October 31, 2020, unrestricted cash and cash equivalents totaled $149.9 million compared to $9.4 million as of October 31, 2019. Subsequent to the end of fiscal year 2020, in December 2020, the Company closed an underwritten offering of 25.0 et proceeds to the Company were approximately $156.3 million after deducting underwriting discounts and commissions and other offering expenses. Proceeds from this offering have been utilized as follows • Extinguishment of Senior Secured Debt : On December 7, 2020, the Company paid $87.3 million to settle the outstanding principal, accrued but unpaid interest, prepayment premium, fees, costs and other expenses due and owing to the Orion Agent and the lenders under the Orion Facility and the Orion Credit Agreement (in each case as defined elsewhere herein) and related loan documents. Concurrently, the Orion Agent released all of the collateral from the liens granted under the security documents associated with the Orion Facility, which included the release of $11.2 million of restricted cash to the Company. • Payment Under the Series 1 Preferred Shares : On December 17, 2020, the Company paid all amounts owed to Enbridge Inc. (“Enbridge”) under the Series 1 Preferred Shares ( as defined elsewhere herein) , totaling Cdn. $ 27.4 million, or approximately $ 21.5 million in U.S. dollars. Following such payment, Enbridge surrendered its shares in FCE Ltd. (as defined elsewhere herein) and the related Guarantee and January 2020 Letter Agreement (in each case, as defined elsewhere herein) were terminated . • Working Capital: The remaining $47.5 million of proceeds from the offering is unrestricted cash and may be used to acc e le r a t e th e d eve lopmen t an d comme r ci a liz a tion of our solid o xide pl a t f o r m and f or p r oject d eve lopment, p r oject f inancing, working capital support and other gene r a l corpo r a te purpose s. We believe that our unrestricted cash and cash equivalents, expected receipts from our contracted backlog, and release of short-term restricted cash less expected disbursements over the next twelve months will be sufficient to allow the Company to meet its obligations for at least one year from the date of issuance of these financial statements. To date, we have not achieved profitable operations or sustained positive cash flow from operations. The Company’s future liquidity will depend on its ability to (i) timely complete current projects in process within budget, (ii) increase cash flows from its generation portfolio, including by meeting conditions required to timely commence operation of new projects, operating its generation portfolio in compliance with minimum performance guarantees and operating its generation portfolio in accordance with revenue expectations, (iii) obtain financing for project construction, (iv) obtain permanent financing for its projects once constructed, (v) increase order and contract volumes, which would lead to additional product sales, services agreements and generation revenues, (vi) obtain funding for and receive payment for research and development under current and future Advanced Technologies contracts, (vii) implement the cost reductions necessary to achieve profitable operations, (viii) manage working capital and the Company's unrestricted cash balance and (ix) access the capital markets to raise funds through the sale of equity securities, convertible notes, and other equity-linked instruments, all of which will require an increase in authorized shares, and/or other debt instruments. Our business model requires substantial outside financing arrangements and satisfaction of the conditions of such financing arrangements to construct and deploy our projects and facilitate the growth of our business. We have obtained financing through the debt and equity markets during and subsequent to the fiscal year ended October 31, 2020. In future periods, the Company expects to As of December 31, 2020, we had 15,093,242 shares of common stock available for issuance, excluding treasury stock, of which 5,185,674 shares were reserved for issuance under various warrants and equity awards, upon conversion of preferred stock, and under our employee stock purchase and equity incentive plans. The limited number of shares of our common stock available for issuance will limit our ability to raise capital in the equity markets and satisfy obligations with shares instead of cash, which could adversely affect our business and operations. We plan to seek stockholder approval to increase the number of shares of common stock we are authorized to issue, but such approval may not be obtained. Significant Accounting Policies Cash and Cash Equivalents and Restricted Cash All cash equivalents consist of investments in money market funds with original maturities of three months or less at the date of acquisition. We place our temporary cash investments with high credit quality financial institutions. Inventories and Advance Payments to Vendors Inventories consist principally of raw materials and work-in-process. Cost is determined using the first-in, first-out cost method. 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 platforms. Project Assets Project assets consist of capitalized costs for fuel cell projects in various stages of development, including those projects with respect to which we have entered into power purchase agreements (“PPAs”), those projects with respect to which we expect to secure long-term contracts and those projects retained by the Company under a merchant model. Such development costs are generally incurred prior to entering into a definitive sales or long-term financing agreement for the project. Project assets also includes capitalized costs for fuel cell projects which are the subject of a sale-leaseback transaction with PNC Energy Capital, LLC (“PNC”) or Crestmark Equipment Finance, a division of MetaBank (“Crestmark”). Project asset costs include costs for developing and constructing a complete turn-key fuel cell project. Development costs can include legal, consulting, permitting, interconnect, and other similar costs. To the extent we enter into a definitive sales agreement, we expense project assets to cost of sales after the respective project asset is sold to a customer and all revenue recognition criteria have been met. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation which is recorded based on the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on the straight-line method over the shorter of the estimated useful lives of the assets or the term of the lease. When property is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. Goodwill and Indefinite-Lived Intangibles Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination and is reviewed for impairment at least annually. The intangible asset represents indefinite-lived in-process research and development for cumulative research and development efforts associated with the development of Solid Oxide Fuel Cell stationary power generation and is also reviewed at least annually for impairment. Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other" (“ASC 350”) permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the goodwill impairment test required under ASC 350. The Company completed its annual impairment analysis of goodwill and the in-process research & development assets (“IPR&D”) as of July 31, 2020 and 2019. The goodwill and IPR&D asset are both held by the Company’s Versa Power Systems, Inc. (“Versa”) reporting unit. Goodwill and the IPR&D asset are also reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit or IPR&D asset is more likely than not below its carrying value. No impairment charges were recorded during the fiscal years ended October 31, 2020, 2019 and 2018. Impairment of Long-Lived Assets (including Project Assets) Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, we compare the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) Topic 606: Revenue from Contracts with Customers Revenue from Contracts with Customers, A contract is accounted for when there has been approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Performance obligations under a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. In certain instances, the Company has concluded distinct goods or services should be accounted for as a single performance obligation that is a series of distinct goods or services that have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgment to determine whether the customer can benefit from the goods or services either on their own or together with other resources that are readily available to the customer (the goods or services are distinct) and if the promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract (the goods or services are distinct in the context of the contract). If these criteria are not met, the promised services are accounted for as a single performance obligation. The transaction price is determined based on the consideration that the Company will be entitled to in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price, generally utilizing the expected value method. Determining the transaction price requires judgment. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. Standalone selling price is determined by the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price by taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Performance obligations are satisfied either over time or at a point in time as discussed in further detail below. In addition, the Company’s contracts with customers generally do not include significant financing components or non-cash consideration. The Company has elected practical expedients in the accounting guidance that allow for revenue to be recorded in the amount that the Company has a right to invoice, if that amount corresponds directly with the value to the customer of the Company's performance to date, and that allow the Company not to disclose related unsatisfied performance obligations. The Company records any amounts that are billed to customers in excess of revenue recognized as deferred revenue and revenue recognized in excess of amounts billed to customers as unbilled receivables. Revenue streams are classified as follows: Product. Includes the sale of completed project assets, sale and installation of fuel cell power platforms including site engineering and construction services, and the sale of modules, balance of plant (“BOP”) components and spare parts to customers. Service. Includes performance under long-term service agreements for power platforms owned by third parties. License and royalty. Includes license fees and royalty income from the licensure of intellectual property. Generation. Includes the sale of electricity under PPAs and utility tariffs from project assets retained by the Company. This also includes revenue received from the sale of other value streams from these assets including the sale of heat, steam, capacity and renewable energy credits. Advanced Technologies. Includes revenue from customer-sponsored and government-sponsored Advanced Technologies projects. See below for discussion of revenue recognition under Topic 606 by disaggregated revenue stream. Completed project assets Contracts for the sale of completed project assets include the sale of the project asset, the assignment of the service agreement, and the assignment of the PPA. The relative stand-alone selling price is estimated and is used as the basis for allocation of the contract consideration. Revenue is recognized upon the satisfaction of the performance obligations, which includes the transfer of control of the project asset to the customer, which is when the contract is signed and the PPA is assigned to the customer. See below for further discussion regarding revenue recognition for service agreements. The revenue recognition for completed project assets under Topic 606 is consistent with treatment under ASC 605, Revenue Recognition Contractual payments related to the sale of the project asset and assignment of the PPA are generally received up-front. Payment terms for service agreements are generally ratable over the term of the agreement. Service agreements Service agreements represent a single performance obligation whereby the Company performs all required maintenance and monitoring functions, including replacement of modules, to ensure the power platform(s) under the service agreement generate a minimum power output. To the extent the power platform(s) under service agreements do not achieve the minimum power output, certain service agreements include a performance guarantee penalty. Performance guarantee penalties represent variable consideration, which is estimated for each service agreement based on past experience, using the expected value method. The net consideration for each service agreement is recognized using costs incurred to date relative to total estimated costs at completion to measure progress. The Company reviews its cost estimates on service agreements on a quarterly basis and records any changes in estimates on a cumulative catch-up basis. Loss accruals for service agreements are recognized to the extent that the estimated remaining costs to satisfy the performance obligation exceed the estimated remaining unrecognized net consideration. Estimated losses are recognized in the period in which losses are identified. Payment terms for service agreements are generally ratable over the term of the agreement. Advanced Technologies contracts Advanced Technologies contracts include the promise to perform research and development services and, as such, this represents one performance obligation. Revenue from most government sponsored Advanced Technologies projects is recognized as direct costs are incurred plus allowable overhead less cost share requirements, if any. Revenue is only recognized to the extent the contracts are funded. Revenue from previous fixed price Advanced Technologies projects is recognized using the cost to cost input method. Revenue recognition for research performed under the EMRE Joint Development Agreement (as defined elsewhere herein) also falls into the practical expedient category where revenue is recorded consistent with the amounts invoiced. Payments are based on costs incurred for government sponsored Advanced Technologies projects and upon completion of milestones for previous fixed-price Advanced Technologies projects. Payments under the EMRE Joint Development Agreement are based on time spent and material costs incurred. License agreements The Company entered into the License Agreements (as defined elsewhere herein) with POSCO Energy Co., Ltd. (“POSCO Energy”) in 2007, 2009 and 2012. These agreements were terminated by the Company in June 2020, which is subject to dispute by POSCO Energy (for more information, refer to Note 22. “Commitments and Contingencies”). Prior to the date of termination, i n connection with the adoption of Topic 606, several performance obligations were identified under the License Agreements, including previously satisfied performance obligations for the transfer of licensed intellectual property, two performance obligations for specified upgrades of the previously licensed intellectual property, a performance obligation to deliver unspecified upgrades to the previously licensed intellectual property on a when-and-if-available basis, and a performance obligation to provide technical support for previously delivered intellectual property. • The performance obligations related to the specified upgrades would have been satisfied and the related consideration recognized as revenue upon the delivery of the specified upgrades. The Company did not recognize any revenue in fiscal years 2019 and 2020 related to specified upgrades. • The performance obligations for unspecified upgrades and technical support were being recognized on a straight-line basis over the license term on the basis that this represented the method that best depicted the progress towards completion of the related performance obligations. The Company recognized revenue totaling $0.8 million and $1.1 million for the years ended October 31, 2020 and 2019, respectively, related to unspecified upgrades. All fixed consideration for the License Agreements was previously collected. The Company has discontinued revenue recognition of the deferred license revenue related to the terminated POSCO Energy License Agreements given the pending arbitration and will continue to evaluate this deferred revenue in future periods. The Company entered into the EMRE Joint Development Agreement on November 5, 2019. The Company recorded license revenue of $4.0 million in association with this agreement for the fiscal year ended October 31, 2020 which revenue was considered at a point-in-time upon the signing of the contract as the license is considered functional intellectual property because it has standalone functionality, the customer can use this intellectual property as it exists at a point in time and no further services are required from the Company. Effective as of June 11, 2019, the Company entered into a License Agreement with EMRE (the “EMRE License Agreement”), pursuant to which the Company agreed, subject to the terms of the EMRE License Agreement, to grant EMRE and its affiliates a non-exclusive, worldwide, fully paid, perpetual, irrevocable, non-transferrable license and right to use the Company’s patents, data, know-how, improvements, equipment designs, methods, processes and the like to the extent it is useful to research, develop, and commercially exploit Carbonate Fuel Cells in applications in which the fuel cells concentrate carbon dioxide from industrial and power sources and for any other purpose attendant thereto or associated therewith. Such right and license is sublicensable to third parties performing work for or with EMRE or its affiliates, but shall not otherwise be sublicensable. Upon the payment by EMRE to the Company of $10.0 million, which was received by the Company on June 14, 2019, EMRE and its affiliates were fully vested in the rights and licenses granted in the EMRE License Agreement, and any further obligations under the EMRE License Agreement are considered by the Company to be minimal. As a result, the total contract value of $10.0 million was recorded as revenue for the year ended October 31, 2019. Generation revenue For certain project assets where customers purchase electricity from the Company under PPAs, the Company has determined that these agreements should be accounted for as operating leases pursuant to ASC 842, Leases Revenue Recognition Policy Prior to the Implementation of Topic 606 Prior to the implementation of Topic 606, the revenue recognition policy for the fiscal year ended October 31, 2018 was as follows: The Company earned revenue from (i) the sale and installation of fuel cell power platforms including site engineering and construction services, (ii) the sale of completed project assets, (iii) equipment only sales (modules, BOP, component part kits and spare parts to customers), (iv) performance under long-term service agreements, (v) the sale of electricity and other value streams under PPAs and utility tariffs from project assets retained by the Company, (vi) license fees and royalty income from manufacturing and technology transfer agreements, and (vii) government and customer-sponsored Advanced Technologies projects. For customer contracts where the Company was responsible for the supply of equipment and site construction (full turn-key construction project) and ha d adequate cost history and estimating experience, and with respect to which management believe d it could reasonably estimate total contract costs, revenue was recognized under the percentage of completion method of accounting. The use of percentage of completion accounting requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed and total project costs. Our estimates were based upon the professional knowledge and experience of our engineers, project managers and other personnel, who reviewed 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 were identified, such revisions could result in current period adjustments to operations applicable to performance in prior periods. Revenues were recognized based on the percentage of the contract value that had incurred costs to date as compared to estimated total contract costs, after giving effect to estimates of costs to complete based on the most recent information. For customer contracts for new or significantly customized products, where management did not believe it had the ability to reasonably estimate total contract costs, revenue was recognized using the completed contract method and therefore all revenue and costs for the contract were deferred and not recognized until installation and acceptance of the power plant was complete. We recognized anticipated contract losses as soon as they became known and estimable. Actual results varied from initial estimates and estimates were updated as conditions changed . Revenue from equipment only sales where the Company did not have the obligations associated with overall construction of the project (modules, BOPs, fuel cell kits and spare parts sales) was recognized upon shipment or title transfer under the terms of the customer contract. Terms for certain contracts provided for a transfer of title and risk of loss to our customers at our factory locations and certain key suppliers upon completion of our contractual requirement to produce products and prepare the products for shipment. Revenue from service agreements was generally recorded ratably over the term of the service agreement, as the Company’s performance of routine monitoring and maintenance under these service agreements was generally expected to be incurred on a straight-line basis. For service agreements where the Company expected to have module exchanges at some point during the term (generally service agreements in excess of five years), the costs of performance were not expected to be incurred on a straight-line basis, and therefore, a portion of the initial contract value related to the module exchange(s) was deferred and was recognized upon such module replacement event(s). The Company recognized license fees and other revenue over the term of the associated agreement. The Company recorded license fees and royalty income from POSCO Energy as a result of the License Agreements entered into in 2007, 2009 and 2012. Under PPAs and project assets retained by the Company, revenue from the sale of electricity and other value streams were recognized as electricity was provided to customers. These revenues were classified as generation revenues. Advanced Technologies contracts were entered into with both private industry and government entities. Revenue from most government sponsored Advanced Technologies projects was recognized as direct costs were incurred plus allowable overhead less cost share requirements, if any. Revenue from fixed price Advanced Technologies projects was recognized using percentage of completion accounting. Advanced Technologies programs were often multi-year projects or structured in phases with subsequent phases dependent on reaching certain milestones prior to additional funding being authorized. Government contracts were typically structured with cost-reimbursement and/or cost-shared type contracts or cooperative agreements. We were reimbursed for reasonable and allocable costs up to the reimbursement limits set by the contract or cooperative agreement, and on certain contracts we were reimbursed only a portion of the costs incurred. Sale-Leaseback Accounting The Company, through certain wholly-owned subsidiaries, has entered into sale-leaseback transactions for commissioned project assets where we have entered into a PPA with a customer who is both the site host and end user of the power. Due to the Company not meeting criteria to account for the transfer of the project assets as a sale, sale accounting is precluded. Accordingly, the Company uses the financing method to account for these transactions. Under the financing method of accounting for a sale-leaseback, the Company does not derecognize the project assets and does not recognize as revenue any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as financing obligations and leaseback payments made by the Company are allocated between interest expense and a reduction to the financing obligation. Interest on the financing obligation is calculated using the Company’s incremental borrowing rate at the inception of the arrangement on the outstanding financing obligation. While we receive financing for the related power plant asset, we have not recognized revenue on the sale- leaseback transaction s . Instead, revenue is recognized with respect to the related PPAs in accordance with the Company’s policies for recognizing generation revenues . Service Expense Recognition We warranty our products for a specific period of time against manufacturing or performance defects. Our U.S. warranty is generally limited to a term of 15 months after shipment or 12 months after acceptance of our products. We accrue for estimated future warranty costs based on historical experience. We also provide for a specific accrual if there is a known issue requiring repair during the warranty period. Estimates used to record warranty accruals are updated as we gain further operating experience. In addition to the standard product warranty, we have entered into service agreements with certain customers to provide monitoring, maintenance and repair services for fuel cell power platfo |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Oct. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | Note 2. Revenue Recognition Contract Balances Contract assets as of October 31, 2020 and 2019 were $16.9 million and $11.3 million, respectively. The contract assets relate to the Company’s rights to consideration for work completed but not billed. These amounts are included on a separate line item as Unbilled receivables, and balances expected to be billed later than one year from the balance sheet date are included within Other assets on the accompanying Consolidated Balance Sheets. The net change in contract assets represents amounts recognized as revenue offset by customer billings. For the years ended October 31, 2020 and 2019, a total of $5.9 million and $6.6 million, respectively, was transferred to accounts receivable from contract assets recognized at the beginning of the period and an additional adjustment was made to reduce contract assets as a result of the acquisition of the Bridgeport Fuel Cell Project (refer to Note 3. “Acquisition” for additional information). Contract liabilities as of October 31, 2020 and 2019 were $41.9 million and $40.2 million, respectively. The contract liabilities relate to the advance billings to customers for services that will be recognized over time and in some instances for deferred revenue relating to license performance obligations that will be recognized at a future point in time. The Company has discontinued revenue recognition of the deferred license revenue related to the terminated POSCO Energy License Agreements given the pending arbitration and will continue to evaluate this deferred revenue in future periods. As of October 31, 2020, $22.2 million related to the terminated POSCO Energy License Agreements is included within Long-term deferred revenue on the accompanying Consolidated Balance Sheets. The net change in contract liabilities represents customer billings offset by revenue recognized. Remaining Performance Obligations Remaining performance obligations are the aggregate amount of total contract transaction price that is unsatisfied or partially unsatisfied. As of October 31, 2020, the Company’s total remaining performance obligations for service agreements was $146.8 million, for license agreements was $22.2 million and for Advanced Technologies contracts was $49.2 million. Service revenue in periods in which there are no module replacements is expected to be relatively consistent from period to period, whereas module replacements will result in an increase in revenue when replacements occur. Impacts of Adoption of Topic 606 The following table summarizes the impacts of Topic 606 on the Company’s consolidated financial statements for the year ended October 31, 2019: For the Year Ended October 31, 2019 Balances without adoption of As reported Adjustments Topic 606 Total revenues $ 60,752 $ 4,085 $ 64,837 Total cost of revenues 82,021 1,478 83,499 Gross loss (21,269 ) 2,607 (18,662 ) Administrative and selling expenses 31,874 - 31,874 Research and development expenses 13,786 - 13,786 Loss from operations (66,929 ) 2,607 (64,322 ) Interest expense (10,623 ) - (10,623 ) Other income, net 93 - 93 Loss before provision for income taxes (77,459 ) 2,607 (74,852 ) Provision for income taxes (109 ) - (109 ) Net loss $ (77,568 ) $ 2,607 $ (74,961 ) The impact of Topic 606 on Accumulated Deficit were a $9.3 million decrease and a $6.6 million decrease on the Accumulated Deficit as of October 31, 2019 and November 1, 2018, respectively, and were primarily related to changes in Deferred revenue. |
Acquisition
Acquisition | 12 Months Ended |
Oct. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition | Note 3. Acquisition On October 31, 2018, FuelCell Energy Finance, LLC (“FuelCell Finance”) entered into a membership interest purchase agreement (the “Bridgeport Power Purchase Agreement”) with Dominion Generation, Inc., amended on January 15, 2019 and May 9, 2019, pursuant to which FuelCell Finance purchased (on May 9, 2019) all of the outstanding membership interests in Dominion Bridgeport Fuel Cell, LLC (which is now known as Bridgeport Fuel Cell, LLC) (“BFC”). BFC owns a 14.9 MW fuel cell park in Bridgeport, Connecticut (the “Bridgeport Fuel Cell Project”), which the Company originally developed and constructed and has been operating for Dominion Generation, Inc. under a service agreement since December 2013. On May 9, 2019, FuelCell Finance closed on the purchase of BFC for a total cash purchase price of $35.5 million, subject to a dollar-for-dollar post-closing adjustment to the extent that the closing working capital was greater or less than $1.0 million (the “BFC Purchase Price”). The Company recorded a working capital adjustment of $0.6 million, which has been included in the BFC Purchase Price. Certain balance sheet accounts as of the transaction date, May 9, 2019, relating to the Bridgeport Fuel Cell Project service agreement (accounts receivable of $2.7 million, unbilled receivables of $15.3 million and accrued performance guarantees of $1.3 million) were settled in connection with the acquisition and accordingly were included in the consideration for the acquisition. The acquisition was funded by loans from Fifth Third Bank, Liberty Bank and Connecticut Green Bank (refer to Note 14. “Debt” for more information). The balance of the financing for the acquisition was funded by the $15 million of restricted cash on hand that was tied to the Bridgeport Fuel Cell Project and released at closing. ASC Topic 805, “Business Combinations” states that a business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants. As the acquisition did not meet the definition of a business combination under ASC 805, the Company accounted for the transaction as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. The Company determined the estimated fair values of net assets acquired using Level 3 inputs after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The acquisition of BFC also included a PPA with Connecticut Light and Power that has favorable terms relative to market , a land lease with the City of Bridge port, and working capital. A pre-existing service agreement was determined to be priced similar to current market rates and no gain or loss was recorded. A total of $ 38.8 million of consideration was allocated to the fuel cell power pla tform installation which is recorded in Project Assets, a total of $ 12.3 million of consideration was allocated to the PPA which is recorded as an intangible asset, and the remaining consideration was allocated to the acquired working capital. The project asset and PPA intangible asset will be depreciated and amortized over their respective useful lives. Additionally, the land lease with the City of Bridgeport was not assigned any consideration due to its insignificant value. The major depreciable assets of the Bridgeport Fuel Cell Project are the fuel cell modules, which are being depreciated over their estimated remaining useful lives of approximately one to seven years, and BOP assets, which are being depreciated over their estimated remaining useful lives of approximately 15 years. The intangible asset is being amortized over its remaining useful life of approximately 10 years. |
Restructuring
Restructuring | 12 Months Ended |
Oct. 31, 2020 | |
Restructuring Costs [Abstract] | |
Restructuring | Note 4. Restructuring Fiscal Year 2020 There were no restructuring activities during the fiscal year ended October 31, 2020. Fiscal Year 2019 On April 12, 2019, the Company undertook a reorganization, which included a reduction in force of 135 employees, which represented 30% of the Company’s global workforce. The workforce was reduced at the North American production facility in Torrington, Connecticut, as well as at the corporate offices in Danbury, Connecticut and at remote locations. There was no restructuring expense recorded because no severance was provided in connection with the reduction in force. Fiscal Year 2018 There were no restructuring activities during the fiscal year ended October 31, 2018. |
Accounts Receivable, Net and Un
Accounts Receivable, Net and Unbilled Receivables | 12 Months Ended |
Oct. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable, Net and Unbilled Receivables | Note 5. Accounts Receivable, Net and Unbilled Receivables Accounts receivable, net and unbilled receivables as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Commercial customers: Amount billed $ 7,329 $ 2,227 Unbilled receivables (1) 7,063 6,139 14,392 8,366 Advanced Technologies (including U.S. Government (2) Amount billed 2,234 1,065 Unbilled receivables 978 1,545 3,212 2,610 Accounts receivable, net and unbilled receivables $ 17,604 $ 10,976 (1) Additional long-term unbilled receivables of $8.9 million and $3.6 million are included within “Other Assets” as of October 31, 2020 and 2019, respectively. (2) Total U.S. government accounts receivable, including unbilled receivables, outstanding as of October 31, 2020 and 2019 were $1.1 million and $1.2 million, respectively. We bill customers for power platform and power platform component sales based on certain contractual milestones being reached. We bill service agreements based on the contract price and billing terms of the contracts. Generally, our Advanced Technologies contracts are billed based on actual revenues recorded, typically in the subsequent month. Some Advanced Technologies contracts are billed based on contractual milestones or costs incurred. Unbilled receivables relate to revenue recognized on customer contracts that have not been billed. The Company had no allowance for doubtful accounts as of October 31, 2020 and 2019. Uncollectible accounts receivable are charged against the allowance for doubtful accounts when all collection efforts have failed and it is deemed unlikely that the amount will be recovered. |
Inventories
Inventories | 12 Months Ended |
Oct. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6. Inventories Inventories (short and long-term) as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Raw materials $ 21,726 $ 25,466 Work-in-process (1) 38,231 31,228 Inventories 59,957 56,694 Inventories - short-term (50,971 ) (54,515 ) Inventories - long-term (2) $ 8,986 $ 2,179 (1) Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future project asset construction or power platform orders or for use under the Company’s service agreements. Included in work-in-process as of October 31, 2020 and 2019 was $19.6 million and $23.5 million, respectively, of completed standard components and modules (2) Long-term inventory includes modules that are contractually required to be segregated for use as replacement modules for specific project assets . Raw materials consist mainly of various nickel powders and steels, various other components used in producing cell stacks and purchased components for BOP. Work-in-process inventory is comprised of material, labor, and overhead costs incurred to build fuel cell stacks and modules, which are subcomponents of a power platform. The Company incurred costs associated with excess plant capacity and manufacturing variances of $8.4 million and $14.5 million for the years ended October 31, 2020 and 2019, respectively, which were included within product cost of revenues on the Consolidated Statements of Operations and Comprehensive Loss. |
Project Assets
Project Assets | 12 Months Ended |
Oct. 31, 2020 | |
Project Assets [Abstract] | |
Project Assets | Note 7. Project Assets Project assets as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Estimated Useful Life Project Assets - Operating $ 99,351 $ 75,075 5-20 years Project Assets - Construction in progress 91,276 84,933 7-20 years 190,627 160,008 Accumulated depreciation (28,818 ) (15,893 ) Project Assets, net $ 161,809 $ 144,115 The estimated useful lives of these project assets are 20 years for BOP and site construction, and 4 to 7 years for modules. The Bridgeport Fuel Cell Project is being depreciated based on similar useful lives adjusted for time elapsed prior to the acquisition. Project assets as of October 31, 2020 and 2019 included eight and six, respectively, completed, commissioned installations generating power with respect to which the Company has a PPA with the end-user of power and site host with an aggregate value of $70.5 million and $59.2 million as of October 31, 2020 and 2019, respectively. Certain of these assets are the subject of sale-leaseback arrangements with PNC and Crestmark. Project assets as of October 31, 2020 and 2019 also include installations with carrying values of $91.3 million and $84.9 million, respectively, which are being developed and constructed by the Company in connection with projects for which we have entered into PPAs or projects for which we expect to secure PPAs or otherwise recover the asset value and which have not yet been placed in service. Of this total, as of October 31, 2020 and 2019, approximately $4.8 million and $6.8 million, respectively, relates to projects for which we expect to secure long-term contracts and/or otherwise recover the asset value and which have not yet been placed in service. In July 2020, the Company repurchased the equipment leased by the Company’s subsidiary, UCI Fuel Cell, LLC, from PNC and terminated the lease agreement. Refer to Note 14. “Debt” for more information. In the fourth quarter of fiscal year 2020, the Company reviewed the Triangle Street Project and as a result of output and revenue projections given then-current development plans, recorded an additional impairment charge of $2.4 million. The Triangle Street Project is used by the Company as a development platform for the Company’s advanced applications. As a result, revenue generation is impacted by these activities. During the year ended October 31, 2019, the Company recorded project asset impairment charges for (i) the Triangle Street Project and (ii) the Bolthouse Farms Project, which are further described as follows: i. Impairment charge for the Triangle Street Project: ii. Impairment charge for the Bolthouse Farms Project The Company recorded a $0.5 million impairment of a project asset during the year ended October 31, 2018 due to the termination of a project. The impairments for fiscal year 2020 and fiscal year 2019 were recorded as “Cost of generation revenues” in the Consolidation Statements of Operations. Depreciation expense for project assets was $12.9 million, $6.8 million and $4.1 million for the years ended October 31, 2020, 2019 and 2018, respectively. Project construction costs incurred for long-term project assets are reported as investing activities in the Consolidated Statements of Cash Flows. The proceeds received from the sale and subsequent leaseback of project assets are classified as “Cash flows from financing activities” within the Consolidated Statements of Cash Flows and are classified as a financing obligation within “Current portion of long-term debt” and “Long-term debt and other liabilities” on the Consolidated Balance Sheets (refer to Note 14. “Debt” for more information). |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Oct. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 8. Property, Plant and Equipment Property, plant and equipment as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Estimated Useful Life Land $ 524 $ 524 — Building and improvements 20,395 20,395 10-26 years Machinery, equipment and software 107,732 106,726 3-8 years Furniture and fixtures 4,319 4,255 10 years Construction in progress 402 1,144 — 133,372 133,044 Accumulated depreciation (97,041 ) (91,910 ) Property, plant and equipment, net $ 36,331 $ 41,134 During the year ended October 31, 2019, the Company recorded a $2.8 million impairment of construction in process assets related to automation equipment for use in manufacturing which was recorded in Cost of product sales in the Consolidated Statements of Operations and Comprehensive Loss. There were no impairments of property, plant and equipment for the years ended October 31, 2020 and October 31, 2018. Depreciation expense for property, plant and equipment was $5.1 million, $4.9 million and $4.6 million for the years ended October 31, 2020, 2019 and 2018, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Oct. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 9. Goodwill and Intangible Assets As of October 31, 2020 and 2019, the Company had goodwill of $4.1 million and intangible assets of $20.0 million and $21.3 million, respectively, that were recorded in connection with the Company’s 2012 acquisition of Versa Power Systems Inc. (“Versa”) and the 2019 Bridgeport Fuel Cell Project acquisition. The Versa acquisition intangible asset represents indefinite-lived IPR&D for cumulative research and development efforts associated with the development of Solid Oxide Fuel Cell stationary power generation. The Company completed its annual impairment analysis of goodwill and IPR&D assets as of July 31, 2020. The Company performed a qualitative analysis for fiscal years 2020, 2019 and 2018 and determined that there was no impairment of goodwill or the indefinite-lived intangible asset. Amortization expense for the Bridgeport Fuel Cell Project-related intangible asset for the years ended October 31, 2020 and 2019 was $1.3 million and $0.6 million, respectively. The following tables summarize the Company’s intangible assets as of October 31, 2020 and 2019 (in thousands): As of October 31, 2020 Gross Amount Accumulated Amortization Net Amount In-Process Research and Development $ 9,592 — $ 9,592 Bridgeport Power Purchase Agreement (PPA) 12,320 (1,945 ) 10,375 Total 21,912 (1,945 ) 19,967 As of October 31, 2019 Gross Amount Accumulated Amortization Net Amount In-Process Research and Development $ 9,592 — $ 9,592 Bridgeport Power Purchase Agreement (PPA) 12,320 (648 ) 11,672 Total 21,912 (648 ) 21,264 Amortization expense is recorded on a straight-line basis and future amortization expense will be $1.3 million per year until the Bridgeport PPA is fully amortized. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Oct. 31, 2020 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 10. Other Current Assets Other current assets as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Advance payments to vendors (1) $ 1,954 $ 1,899 Prepaid expenses and other (2) 4,352 4,022 Other current assets $ 6,306 $ 5,921 (1) Advance payments to vendors relate to payments for inventory purchases ahead of receipt. (2) Primarily relates to other prepaid vendor expenses including insurance, rent, and as of October 31, 2019 only, lease payments. |
Other Assets
Other Assets | 12 Months Ended |
Oct. 31, 2020 | |
Other Assets Noncurrent [Abstract] | |
Other Assets | Note 11. Other Assets Other assets as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Long-term stack residual value (1) $ 890 $ 987 Long-term unbilled receivables (2) 8,856 3,588 Other (3) 5,593 4,914 Other assets $ 15,339 $ 9,489 (1 ) Relates to estimated residual value for module exchanges performed under the Company’s service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the full cost of the module is expensed at the time of the module exchange. ( 2 ) Represents unbilled receivables that relate to revenue recognized on customer contracts that will be billed in future periods in excess of 12 months from the balance sheet date. ( 3 ) The Company entered into an agreement with one of its customers on June 29, 2016 which includes payments for the purchase of the customer’s power platforms at the end of the term of the agreement. The fee is payable in installments over the term of the agreement and the total paid as of October 31, 2020 and 2019 was $2.4 million and $2.3 million, respectively. Also included within “Other” are long-term security deposits and prepaid withholding taxes on deferred revenue as of October 31, 2020 and 2019. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Oct. 31, 2020 | |
Accrued Liabilities Current [Abstract] | |
Accrued Liabilities | Note 12. Accrued Liabilities Accrued liabilities as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Accrued payroll and employee benefits $ 4,461 $ 2,282 Accrued product warranty cost (1) 97 144 Accrued service agreement and PPA costs (2) 7,037 4,047 Accrued legal, taxes, professional and other 4,086 4,979 Accrued liabilities $ 15,681 $ 11,452 (1) Activity in the accrued product warranty cost represents reduction related to actual warranty activity as contracts progress through the warranty period. Product warranty expense for each of the years ended October 31, 2020 and 2019 was $0.1 million. (2) Accrued service agreement costs represent loss accruals on service contracts of $5.5 million as of October 31, 2020, which increased from $3.3 million as of October 31, 2019. The increase is the result of a change in the timing of future module replacements. The accruals for performance guarantees on service agreements and PPAs increased from $0.8 million as of October 31, 2019 to $1.4 million as of October 31, 2020. |
Leases
Leases | 12 Months Ended |
Oct. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 13. Leases The Company adopted ASC 842 and its related amendments (collectively, the “New Lease Accounting Standard”) effective November 1, 2019 and elected the modified retrospective approach in which results and disclosures for periods before November 1, 2019 were not adjusted for the new standard and the cumulative effect of the change in accounting, if applicable, is recognized through accumulated deficit at the date of adoption. The New Lease Accounting Standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the Consolidated Balance Sheets for all leases. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statement of operations. The New Lease Accounting Standard provides entities with several practical expedient elections. Among them, the Company elected the package of practical expedients that permits the Company to not reassess prior conclusions related to its leasing arrangements, lease classifications and initial direct costs. In addition, the Company has elected the practical expedients to not separate lease and non-lease components, to use hindsight in determining the lease terms and impairment of ROU assets, and to not apply the New Lease Accounting Standard’s recognition requirements to short-term leases with a term of 12 months or less. The adoption of the New Lease Accounting Standard did not have a material effect on the Company’s Consolidated Statements of Operations and Comprehensive Loss or Consolidated Statement of Cash Flows. Upon adoption, the Company recorded a $10.3 million operating lease ROU asset and a $10.1 million operating lease liability. The adoption of the New Lease Accounting Standard had no impact on accumulated deficit. The Company enters into operating and finance lease agreements for the use of real estate, vehicles, information technology equipment, and certain other ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the present value of the Company’s obligation to make lease payments arising from the lease over the lease term at the commencement date of the lease (or November 1, 2019 for leases existing upon the adoption of ASC 842). As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate based on the information available at the date of adoption in determining the present value of lease payments and used the implicit rate when readily determinable. The Company determined incremental borrowing rates through market sources for secured borrowings including relevant industry rates. The Company’s operating lease ROU assets also include any lease pre-payments and exclude lease incentives. Certain of the Company’s leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. The Company excludes variable payments from lease ROU assets and lease liabilities, to the extent not considered in-substance fixed, and instead, expenses variable payments as incurred. Variable lease expense and lease expense for short term contracts are not material components of lease expense. The Company’s leases generally have remaining lease terms of 1 to 26 years, some of which include options to extend leases. The exercise of lease renewal options is at the Company’s sole discretion and the Company’s lease ROU assets and liabilities reflect only the options the Company is reasonably certain that it will exercise. We do not have leases with residual value guarantees or similar covenants. Operating lease costs for the year ended October 31, 2020 was $1.5 million. As of October 31, 2020, the weighted average remaining lease term (in years) was approximately 20 years and the weighted average discount rate was 6.27%. Lease payments made during the year ended October 31, 2020 totaled $1.0 million. Rent expense for operating leases of computer and office equipment and the manufacturing facilities in Torrington and Danbury, Connecticut under previous accounting guidance for leases was $ 1.0 million and $ 1.2 million for the years ended October 31, 2019 and 2018, respectively . As of October 31, 2020, undiscounted maturities of operating lease and finance lease liabilities are as follows (in thousands): Operating Leases Finance Leases 2020 $ 1,397 $ 35 2021 1,397 5 2022 1,059 - 2023 752 — 2024 705 — Thereafter 14,632 — Total undiscounted lease payments 19,942 40 Less imputed interest (9,186 ) (2 ) Total discounted lease payments $ 10,756 $ 38 Crestmark Sale-Leaseback Transaction On February 11, 2020, an indirect wholly-owned subsidiary of the Company, Central CA Fuel Cell 2, LLC (“CCFC2”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) and an Equipment Lease Agreement (the “Lease”) with Crestmark. Under these agreements, CCFC2 sold the 2.8 MW Biogas fueled fuel cell power plant (the “Plant”) located at the Tulare wastewater treatment plant in Tulare, California to Crestmark for a purchase price of $14.4 million and then leased the Plant back from Crestmark. CCFC2 sells the power produced by the Plant to a third party under a twenty-year PPA (the “Tulare PPA”). The Lease includes an end of term option for CCFC2 to repurchase the transferred assets. The repurchase clause precluded sale accounting since there are no alternative assets substantially the same as the transferred assets readily available in the marketplace. As such, the transaction is a failed sale-leaseback transaction that is accounted for as a financing transaction. The Lease has an initial term of ten years but may be extended at the option of CCFC2. An initial rental down payment and one month’s rent totaling $2.9 million was paid using the proceeds from the sale of the Plant. Lease payments are due on a monthly basis in the amount of $0.1 million. Lease payments are expected to be funded with proceeds from the sale of power under the Tulare PPA. As a result of the sale-leaseback transaction, the remaining lease payments due over the term of the Lease were approximately $9.3 million immediately following the transaction and $8.6 million as of October 31, 2020. CCFC2 and Crestmark entered into an Assignment Agreement on February 11, 2020 (the “Assignment Agreement”) and FuelCell Energy Finance, LLC (“FuelCell Finance”, a wholly-owned subsidiary of the Company and the direct parent of CCFC2) and Crestmark entered into a Pledge Agreement on February 11, 2020 (the “Pledge Agreement”) pursuant to which agreements collateral was provided to Crestmark to secure CCFC2’s obligations under the Lease which includes a security interest in (i) certain agreements relating to the sale-leaseback transaction, (ii) the revenues with respect to the Plant, (iii) two fuel cell replacement modules for the Plant, and (iv) FuelCell Finance’s equity interest in CCFC2. CCFC2 and the Company also entered into a Technology License and Access Agreement with Crestmark on February 11, 2020, which provides Crestmark with certain intellectual property license rights to have access to the Company’s proprietary fuel cell technology, but only for the purpose of maintaining and servicing the Plant in certain circumstances where the Company is not satisfying its obligations under its service agreement with regard to the maintenance and servicing of the Plant. Pursuant to the Lease, CCFC2 has an obligation to indemnify Crestmark for the amount of any actual reduction in the U.S. Investment Tax Credit anticipated to be realized by Crestmark in connection with the foregoing sale-leaseback transaction. Such obligations would arise as a result of reductions to the value of the underlying fuel cell project as assessed by the U.S. Internal Revenue Service (“IRS”). The Company does not believe that any such obligation is probable based on the facts known as of October 31, 2020. The maximum potential future payments that CCFC2 could have to make under these obligations would depend on the difference between the fair values of the fuel cell project sold or financed and the values the IRS would determine as the fair value for the system for purposes of claiming the Investment Tax Credit. The value of the Investment Tax Credit in the sale-leaseback agreements is based on guidelines provided by regulations from the IRS. The Company and Crestmark used fair values determined with the assistance of an independent third-party appraisal. The Purchase Agreement and the Lease contain representations and warranties, affirmative and negative covenants, and events of default that entitle Crestmark to cause CCFC2’s indebtedness under the Lease to become immediately due and payable. Pursuant to a Guaranty Agreement executed on February 11, 2020 by the Company for the benefit of Crestmark (the “Guaranty”), the Company has guaranteed the payment and performance of CCFC2’s obligations under the Lease. |
Debt
Debt | 12 Months Ended |
Oct. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 14. Debt Debt as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Orion Energy Partners Credit Facility $ 80,000 14,500 Connecticut Green Bank Loans 4,800 1,800 Connecticut Green Bank Loan (BFC Loan) 5,065 5,755 Liberty Bank Term Loan Agreement (BFC Loan) 9,549 11,632 Fifth Third Bank Term Loan Agreement (BFC Loan) 9,549 11,632 Finance obligations for sale-leaseback transactions 49,274 45,219 State of Connecticut Loan 9,454 10,000 New Britain Renewable Energy Term Loan - 497 Enhanced Capital Loan and Security Agreement - 1,500 Fifth Third Bank Construction Loan Agreement - 11,072 Liberty Bank Promissory Note (PPP Note) 6,515 - Finance lease obligations 38 141 Deferred finance costs (3,737 ) (3,180 ) Unamortized debt discount (5,152 ) (4,251 ) Total debt $ 165,355 $ 106,317 Current portion of long-term debt (21,366 ) (21,916 ) Long-term debt $ 143,989 $ 84,401 Aggregate annual principal payments under our loan agreements and finance lease obligations for the years subsequent to October 31, 2020 are as follows (in thousands): Year 1 $ 22,708 Year 2 22,594 Year 3 20,832 Year 4 21,160 Year 5 19,753 Thereafter (1) 38,227 $ 145,274 (1) The annual principal payments included above only include sale-leaseback payments whereas the difference between debt outstanding as of October 31, 2020 and the annual principal payments represent accreted interest and amounts included in the finance obligation that exceed required principal payments. Orion Energy Partners Investment Agent, LLC Credit Agreement On October 31, 2019, the Company and certain of its affiliates as guarantors entered into a Credit Agreement (as amended from time to time, the “Orion Credit Agreement”) with Orion Energy Partners Investment Agent, LLC, as Administrative Agent and Collateral Agent (the “Orion Agent”), and certain lenders affiliated with the Orion Agent for a $200.0 million senior secured credit facility (the “Orion Facility”), structured as a delayed draw term loan to be provided by the lenders primarily to fund certain of the Company’s construction and related costs for fuel cell projects meeting the requirements of the Orion Facility. Under the Orion Credit Agreement, each lender funded its commitments less 2.50% of the aggregate principal amount of the loans funded by such lender (the “Loan Discount). On October 31, 2019, the Company drew down $14.5 million (the “Initial Funding”) and received $14.1 million, after taking into account a Loan Discount of $0.4 million. On October 31, 2019, in connection with the Initial Funding, the Company issued warrants to the lenders under the Orion Credit Agreement to purchase up to a total of 6,000,000 shares of the Company’s common stock, at an exercise price of $0.310 per share (the “Initial Funding Warrants”). On November 22, 2019, a second draw (the “Second Funding”) of $65.5 million , funded by Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities Fund II GPFA, L.P., Orion Energy Credit Opportunities Fund II PV, L.P., and Orion Energy Credit Opportunities FuelCell Co-Invest, L.P. (as the lenders under the Orion Credit Agreement), Under the Orion Credit Agreement, cash interest of 9.9% per annum was paid quarterly. In addition to the cash interest, payment-in-kind interest of 2.05% per annum accrued which was added to the outstanding principal balance of the Orion Facility but was paid quarterly in cash to the extent of available cash after payment of the Company’s operating expenses and the funding of certain reserves for the payment of outstanding indebtedness to the State of Connecticut and Connecticut Green Bank. Outstanding principal under the Orion Facility was to be amortized on a straight-line basis over a seven-year The issuance of the Initial Funding Warrants and recognition of the Second Funding Warrants resulted in $3.9 million being recorded as a liability as of October 31, 2019 with the offset recorded as a debt discount. Refer to Note 15. “Stockholders’ Equity and Warrant Liabilities” for additional information regarding the Initial Funding Warrants and Second Funding Warrants, including the accounting, terms and conversions during the year ended October 31, 2020. During the year ended October 31, 2020, the Orion Credit Agreement was amended on five occasions including (a) to establish a debt reserve of $5.0 million to be released upon the occurrence of certain events and require the Company to enter into or modify certain commercial agreements in conjunction with the Second Funding, (b) to require the Company to make certain payment and funding commitments related to the Series 1 Preferred Shares in order to obtain consent from the lenders under the Orion Credit Agreement for modification of the terms of the Series 1 Preferred Shares, (c) to require the Company to pledge additional assets and to restrict the use of, or require the use in a specified manner of, the cash received from the Crestmark sale-leaseback transaction in order obtain consent from the lenders under the Orion Credit Agreement for the Crestmark sale-leaseback transaction, (d) to permit the release of a portion of restricted cash in exchange for additional collateral and performance commitments, and (e) to add additional covenants and security in conjunction with the establishment of a short-term secondary facility loan commitment of $35 million that expired unused. Upon entering into the secondary facility loan commitment, the Company owed the lenders under the Orion Credit Agreement an option premium of $1.0 million. The Company paid the $ million option premium during the year ended October 31, 2020 and recorded the amount as interest expense . Subsequent to October 31, 2020, the Company paid off and extinguished the Orion Credit Agreement. Refer to Note 25 “Subsequent Events” for additional information. Connecticut Green Bank Loans As of October 31, 2019, the Company had a long-term loan agreement with the Connecticut Green Bank, providing the Company with a loan of $1.8 million (the “Green Bank Loan Agreement”). On and effective as of December 19, 2019, the Company and Connecticut Green Bank entered into an amendment to the Green Bank Loan Agreement (the “Green Bank Amendment”). Upon the execution of the Green Bank Amendment on December 19, 2019, Connecticut Green Bank made an additional loan to the Company in the aggregate principal amount of $3.0 million (the “December 2019 Loan”), which was to be used (i) first, to pay closing fees related to the May 9, 2019 acquisition of the Bridgeport Fuel Cell Project and the Subordinated Credit Agreement (as defined below), other fees and interest, and (ii) thereafter, for general corporate purposes. The Green Bank Amendment provides that, until such time as the loan (which includes both the outstanding principal balance of the original loan under the Green Bank Loan Agreement and the outstanding principal amount of the December 2019 Loan) has been repaid in its entirety, interest on the outstanding balance of the loan shall accrue at a rate of 8% per annum, payable by the Company on a monthly basis in arrears. Interest payments made by the Company after the date of the Green Bank Amendment are to be applied first to interest that has accrued on the outstanding principal balance of the original loan under the Green Bank Loan Agreement and then to interest that has accrued on the December 2019 Loan. The Green Bank Amendment also modifies the repayment and mandatory prepayment terms and extends the maturity date set forth in the original Green Bank Loan Agreement. Under the Green Bank Amendment, to the extent that excess cash flow reserve funds under the BFC Credit Agreement (as defined below) are eligible for disbursement to Bridgeport Fuel Cell, LLC pursuant to Section 6.23(c) of the BFC Credit Agreement, such funds are to be paid to Connecticut Green Bank until the loans are repaid in full. The Green Bank Amendment further provides that any unpaid balance of the loan and all other obligations due under the Green Bank Loan Agreement will be due and payable on May 9, 2026. Finally, with respect to mandatory prepayments, the Green Bank Amendment provides that, when the Company has closed on the subordinated project term loan pursuant to the Commitment Letter, dated February 6, 2019, issued by Connecticut Green Bank to Groton Fuel Cell to provide a subordinated project term loan to Groton Fuel Cell in the amount of $5.0 million, the Company will be required to prepay to Connecticut Green Bank the lesser of any then outstanding amount of the December 2019 Loan and the amount of the subordinated project term loan actually advanced by Connecticut Green Bank. The balance under the original Green Bank Loan Agreement and the December 2019 Loan as of October 31, 2020 was $4.8 million. Bridgeport Fuel Cell Project Loans On May 9, 2019, in connection with the closing of the purchase of the membership interests of Bridgeport Fuel Cell, LLC (“BFC”) (and the 14.9 MW Bridgeport Fuel Cell Project), BFC entered into a subordinated credit agreement with the Connecticut Green Bank whereby Connecticut Green Bank provided financing in the amount of $6.0 million (the “Subordinated Credit Agreement”). This $6.0 million consisted of $1.8 million in incremental funding that was received by BFC and $4.2 million of funding previously received by FuelCell Energy, Inc. with respect to which BFC became the primary obligor. As security for the Subordinated Credit Agreement, Connecticut Green Bank received a perfected lien, subordinated and second in priority to the liens securing the $25.0 million loaned under the BFC Credit Agreement (as defined below), in all of the same collateral securing the BFC Credit Agreement. The interest rate under the Subordinated Credit Agreement is 8% per annum. Principal and interest are due monthly in amounts sufficient to fully amortize the loan over an 84-month period ending in May 2026. The Subordinated Credit Agreement contains a debt coverage ratio which is required to be maintained and may not be less than 1.10 as of the end of each fiscal quarter, beginning with the quarter ended July 31, 2020. The balance under the Subordinated Credit Agreement as of October 31, 2020 was $5.1 million. On May 9, 2019, in connection with the closing of the purchase of the Bridgeport Fuel Cell Project, BFC entered into a Credit Agreement with Liberty Bank, as administrative agent and co-lead arranger, and Fifth Third Bank as co-lead arranger and swap hedger (the “BFC Credit Agreement”), whereby (i) Fifth Third Bank provided financing in the amount of $12.5 million towards the purchase price for the BFC acquisition; and (ii) Liberty Bank provided financing in the amount of $12.5 million towards the purchase price for the BFC acquisition. As security for the BFC Credit Agreement, Liberty Bank and Fifth Third Bank were granted a first priority lien in (i) all assets of BFC, including BFC’s cash accounts, fuel cells, and all other personal property, as well as third party contracts including the Energy Purchase Agreement between BFC and Connecticut Light and Power Company dated July 10, 2009, as amended; (ii) certain fuel cell modules that are intended to be used to replace the Bridgeport Fuel Cell Project’s fuel cell modules as part of routine operation and maintenance; and (iii) FuelCell Finance’s (a wholly-owned subsidiary of the Company and the direct parent of BFC) ownership interest in BFC. The maturity date under the BFC Credit Agreement is May 9, 2025. Monthly principal and interest are to be paid in arrears in an amount sufficient to fully amortize the term loan over a An interest rate swap agreement was required to be entered into with Fifth Third Bank in connection with the BFC Credit Agreement to protect against movements in the floating LIBOR index. Accordingly, on May 16, 2019, an interest rate swap agreement (the “Swap Agreement”) was entered into with Fifth Third Bank in connection with the BFC Credit Agreement for the term of the loan. The net interest rate across the BFC Credit Agreement and the swap transaction results in a fixed rate of 5.09%. The , 2020 and 2019 resulted in a $0.3 million and a $0.6 million charge, respectively. The fair value of the interest rate swap liability as of October 31, 2020 and 2019 was $0.9 million and $0.6 million, respectively. The BFC Credit Agreement requires BFC to maintain a debt service reserve. Each of Liberty Bank and Fifth Third Bank also has an operation and module replacement reserve (“O&M Reserve”) under the BFC Credit Agreement. BFC is required to deposit $100,000 per month into each O&M Reserve for the first five years of the BFC Credit Agreement, with such funds to be released at the sole discretion of Liberty Bank and Fifth Third Bank, as applicable. BFC is also required to maintain excess cash flow reserve accounts at each of Liberty Bank and Fifth Third Bank. Excess cash flow consists of cash generated by BFC from the Bridgeport Fuel Cell Project after payment of all expenses (including after payment of intercompany service fees to the Company), debt service to Liberty Bank and Fifth Third Bank, the funding of all required reserves, and payments to Connecticut Green Bank for the subordinated facility. BFC is also required to maintain a debt service coverage ratio of not less than 1.20, measured for the trailing year based on fiscal quarters beginning with the quarter ended July 31, 2020. The Company has certain quarterly and annual financial reporting requirements under the BFC Credit Agreement. The annual financial statements to be provided pursuant to such requirements are to be audited and accompanied by a report of an independent certified public accountant, which report shall not include a “going concern” matter of emphasis or any qualification as to the scope of such audit. Finance obligations for sale leaseback agreements Several of the Company’s project subsidiaries previously entered into sale-leaseback agreements with PNC for commissioned projects where the Company had entered into a PPA with the site host/end-user of produced power, and CCFC2 entered into a sale-leaseback with Crestmark on February 11, 2020 (refer to Note. 13. “Leases” for additional information). The Company did not recognize as revenue any of the proceeds received from the lessor that contractually constitute payments to acquire the assets subject to these arrangements. Instead, the sale proceeds received were accounted for as financing obligations. The outstanding financing obligation balance as of October 31, 2020 was $49.3 million as compared to $45.2 million as of October 31, 2019. This change reflects the recording of the finance obligation with Crestmark and the recognition of interest expense, offset by lease payments and the payoff of the UCI Fuel Cell, LLC lease with PNC. As noted in Note 7. “Project Assets”, the Company repurchased the equipment leased by UCI Fuel Cell, LLC from PNC. The difference between the financing obligation and the payoff was reflected as a Gain on extinguishment of financing obligation on the Consolidated Statement of Operations. The outstanding financing obligation for the remaining leases includes an embedded gain of $29.0 million which will be recognized at the end of each 10-year lease term or upon early termination if applicable. The sale-leaseback arrangements with PNC allow the Company to repurchase the project assets at fair market value and the sale-leaseback arrangement with Crestmark includes a purchase right for the greater of fair market value or 31 % of the purchase price . State of Connecticut Loan In October 2015, the Company closed on a definitive Assistance Agreement with the State of Connecticut (the “Assistance Agreement”) and received a disbursement of $10.0 million, which was used for the first phase of the expansion of the Company’s Torrington, Connecticut manufacturing facility. In conjunction with this financing, the Company entered into a $10.0 million promissory note and related security agreements securing the loan with equipment liens and a mortgage on its Danbury, Connecticut location. Interest accrues at a fixed interest rate of 2.0%, and the loan is repayable over 15 years from the date of the first advance, which occurred in October of 2015. Principal payments were deferred for four years from disbursement and began on December 1, 2019. Under the Assistance Agreement, the Company was eligible for up to $5.0 million in loan forgiveness if the Company created 165 full-time positions and retained 538 full-time positions for two consecutive years (the “Employment Obligation”) as measured on October 28, 2017 (the “Target Date”). The Assistance Agreement was subsequently amended in April 2017 to extend the Target Date by two years to October 28, 2019. In January 2019, the Company and the State of Connecticut entered into a Second Amendment to the Assistance Agreement (the “Second Amendment”). The Second Amendment extended the Target Date to October 31, 2022 and amended the Employment Obligation to require the Company to continuously maintain a minimum of 538 full-time positions for 24 consecutive months. If the Company meets the Employment Obligation, as modified by the Second Amendment, and creates an additional 91 full-time positions, the Company may receive a credit in the amount of $2.0 million to be applied against the outstanding balance of the loan. However, based on the Company’s current headcount and plans for fiscal year 2021 and beyond, it will not meet this requirement or receive this credit. A job audit will be performed within 90 days of the Target Date. If the Company does not meet the Employment Obligation, then an accelerated payment penalty will be assessed at a rate of $18,587.36 multiplied by the number of employees below the number of employees required by the Employment Obligation. Such penalty is immediately payable and will be applied first to accelerate the payment of any outstanding fees or interest due and then to accelerate the payment of outstanding principal. In April of 2020, as a result of the COVID-19 pandemic, the State of Connecticut agreed to defer three months of principal and interest payments under the Assistance Agreement, beginning with the May 2020 payment. These deferred payments will be added at the end of the loan, thus extending out the maturity date by three months. Liberty Bank Promissory Note On April 20, 2020, the Company entered into the PPP Note, dated April 16, 2020, evidencing a loan to the Company from Liberty Bank, under the CARES Act, administered by the Small Business Administration (“SBA”). Pursuant to the PPP Note, the Company received total proceeds of approximately $6.5 million on April 24, 2020. The PPP Note is scheduled to mature on April 16, 2022, has a 1.00% per annum interest rate, and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act, as amended by the PPP Flexibility Act. Monthly principal and interest payments, less the amount of any potential forgiveness (as discussed below), commenced on November 16, 2020. The Company did not provide any collateral or guarantees for the PPP Note, nor did the Company pay any facility charge to obtain the PPP Note. The PPP Note may be prepaid at any time with no prepayment penalties. Under the requirements of the CARES Act, as amended by the PPP Flexibility Act, proceeds may only be used for the Company’s eligible payroll costs (with salary capped at $100,000 on an annualized basis for each employee), rent, mortgage interest and utilities, in each case paid during the 24-week period following disbursement. The loan may be fully forgiven if (i) proceeds are used to pay eligible payroll costs, rent, mortgage interest and utilities and (ii) full-time employee headcount In October 2020, the Company applied for forgiveness of the PPP Note. The forgiveness application is subject to approval by the SBA and Liberty Bank, and no assurance can be given that any portion of the PPP Note will be forgiven . Based on guidance from the United States Department of the Treasury, since the total PPP Note proceeds exceeded $ 2.0 million, the forgiveness application will be subject to audit by the SBA. New Britain Renewable Energy Term Loan In November 2016, the Company assumed debt with Webster Bank, National Association as a part of a project asset acquisition transaction. The term loan interest rate was 5.0% per annum. The balance outstanding as of October 31, 2019 Enhanced Capital Loan On January 9, 2019, the Company, through its indirect wholly-owned subsidiary TRS Fuel Cell, LLC, entered into a loan with Enhanced Capital Connecticut Fund V, LLC (“Enhanced”) in the amount of $1.5 million. Interest accrued at a rate of 6.0% per annum. Under the terms of the loan, the Company was required to close on tax equity financing by January 14, 2020. Given that the Company did not secure tax equity financing on this project, on January 13, 2020, TRS Fuel Cell, LLC and Enhanced entered into a payoff letter pursuant to which the loan was paid off and extinguished on January 14, 2020 . Fifth Third Bank Groton Loan On February 28, 2019, the Company, through its indirect wholly-owned subsidiary, Groton Fuel Cell, entered into a Construction Loan Agreement (as amended from time to time, the “Groton Agreement”) with Fifth Third Bank pursuant to which Fifth Third Bank agreed to make available to Groton Fuel Cell a construction loan facility in an aggregate principal amount of up to $23.0 million (the “Groton Facility”) to fund the manufacture, construction, installation, commissioning and start-up of the 7.4 MW fuel cell power plant located on the U.S. Navy submarine base in Groton, Connecticut (the “Groton Project”). The Company made an initial draw under the Groton Facility on the date of closing of $9.7 million and made an additional draw of $1.4 million in April 2019. The loan was amended during the year ended October 31, 2019 to, among other things, reduce the principal amount of the facility to $18.0 million, change the maturity date, require the Company to obtain financing for the Groton Project, and increase the interest rate if such financing was not obtained by specified dates. The total outstanding balance under the Groton Facility as of October 31, 2019 was $11.1 million. This balance was paid off, the loan was extinguished and the Groton Facility was terminated during the three months ended January 31, 2020. Prior Period Loans The Company paid off several loans during the fiscal year ended October 31, 2019, which included the loans provided under the following agreements or facilities: the loan and security agreement, as amended, with Hercules Capital, Inc., the loan facilities with Webster Bank, National Association, the construction loan facility, as amended, with Fifth Third Bank with respect to the project at the U.S. Navy submarine base in Groton, Connecticut, the construction loan agreement, as amended, with Generate Lending, LLC, and the loan agreement, as amended, with NRG Energy, Inc. Deferred Finance Costs As of October 31, 2020, deferred finance costs relate primarily to (i) sale-leaseback transactions entered into with PNC and Crestmark, which are being amortized over the 10-year terms of the lease agreements, (ii) payments under the loans obtained to purchase the membership interests in BFC, which are being amortized over the 8-year term of the loans and (iii) payments to enter into the Orion Facility, which were being amortized over the 8-year term of the facility, prior to extinguishment of the Orion Facility subsequent to year end. |
Stockholders' Equity and Warran
Stockholders' Equity and Warrant Liabilities | 12 Months Ended |
Oct. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity and Warrant Liabilities | Note 15. Stockholders’ Equity and Warrant Liabilities Increase in Authorized Shares The Company obtained stockholder approval on May 8, 2020 at the reconvened 2020 Annual Meeting of Stockholders to increase the number of shares of common stock we are authorized to issue under our Certificate of Incorporation, as amended. Our stockholders approved a 112.5 million increase in the number of authorized shares of common stock. Accordingly, on May 11, 2020, the Company filed a Certificate of Amendment of the Certificate of Incorporation of the Company with the Delaware Secretary of State increasing the total number of authorized shares of common stock from million shares to million shares. At Market-Issuance Sales Agreements 2020 Open Market Sale Agreement On June 16, 2020, the Company entered into an Open Market Sale Agreement with Jefferies LLC (“Jefferies”), with respect to an at the market offering program under which the Company could offer and sell up to $75 million of shares of its common stock from time to time. Pursuant to the Open Market Sale Agreement, the Company paid Jefferies a commission equal to 3.0% of the aggregate gross proceeds it received from each sale of shares under the Open Market Sale Agreement. From the date of the Open Market Sale Agreement through October 31, 2020, 28.3 million shares were sold under the Open Market Sale Agreement at an average sales price of $2.55 per share, resulting in gross proceeds of $72.3 million, before deducting expenses and sales commissions. Commissions of $2.2 million were paid to Jefferies in connection with these sales, resulting in net proceeds to the Company of approximately $70.1 million. 2019 At Market Issuance Sales Agreement On October 4, 2019, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley FBR, Inc. (“B. Riley FBR”) to create an at-the-market equity program under which the Company could offer and sell up to 38.0 million shares of its common stock through B. Riley FBR. However, to ensure that the Company had sufficient shares available for reservation and issuance upon exercise of all of the warrants to be issued to the lenders under the Orion Facility (as discussed in further detail below), the Company, effective as of October 31, 2019, reduced the number of shares reserved for future issuance and sale under the Sales Agreement from 27.9 million shares to 7.9 million shares (thus allowing for total aggregate issuances (past and future) of up to 18.0 million shares under the Sales Agreement) and reserved 20.0 million shares for issuance upon exercise of the warrants by the lenders under the Orion Facility. Under the Sales Agreement, B. Riley FBR was entitled to a commission in an amount equal to 3.0% of the gross proceeds from each sale of shares under the Sales Agreement. During the year ended October 31, 2020, the Company issued and sold a total of 7.9 million shares of its common stock under the Sales Agreement at prevailing market prices, with an average sale price of $0.46 per share, and raised aggregate gross proceeds of approximately $3.6 million, before deducting expenses and commissions. Commissions of $0.1 million were paid to B. Riley FBR in connection with these sales, resulting in net proceeds to the Company of approximately $3.5 million. During the year ended October 31, 2019, the Company sold a total of 10.1 million shares of its common stock at prevailing market prices under the Sales Agreement and received aggregate gross proceeds of $3.0 million and paid $0.1 million of fees and commissions, for net proceeds to the Company of $2.9 million. The Company terminated the Sales Agreement in June 2020. As a result of the termination of the Sales Agreement, there have been and will be no further sales of the Company’s common stock thereunder. 2018 At Market Issuance Sales Agreement On June 13, 2018, the Company entered into an At Market Issuance Sales Agreement (the “Previous Sales Agreement”) with B. Riley FBR, Inc. and Oppenheimer & Co. Inc. (together, the “Previous Agents”) to create an at-the-market equity program under which the Company could from time to time offer and sell shares of its common stock having an aggregate offering price of up to $50.0 million through the Previous Agents. Under the Previous Sales Agreement, the Previous Agent making the sales was entitled to a commission in an amount equal to 3.0% of the gross proceeds from such sales. During the year ended October 31, 2019, the Company sold 109.1 million shares of the Company’s common stock under the Previous Sales Agreement at prevailing market prices, at an average sale price of $0.39 per share and received aggregate gross proceeds of $42.0 million and paid $1.3 million of fees and commissions. During the year ended October 31, 2018, the Company sold 0.5 million shares of the Company’s common stock under the Previous Sales Agreement, at prevailing market prices, at an average sale price of $16.72 per share and received aggregate gross proceeds of $8.0 million and paid $0.2 million of fees and commissions. Public Offerings and Outstanding Warrants September 2020 Public Offering In September 2020, the Company entered into an underwriting agreement with respect to an offering of its common stock. The offering closed in October 2020, with the Company’s sale of approximately 50.0 million shares of its common stock for gross and net proceeds of $105.1 million and $98.3 million, respectively. The offering resulted in a Section 382 ownership change. Refer to Note 19. “Income Taxes” for more information regarding the impact of the Section 382 ownership change on net operating losses and carryforwards. May 2017 Public Offering and Related Warrants On May 3, 2017, the Company completed an underwritten public offering that included the offering and sale of Series C warrants to purchase 1,000,000 shares of its common stock and Series D warrants to purchase 1,000,000 shares of its common stock. • The Series C warrants have an exercise price of $19.20 per share and a term of five years. A total of 962 shares of common stock were issued during fiscal year 2018 upon the exercise of Series C warrants and the Company received total proceeds from such exercises of $0.02 million. No Series C warrants were exercised during the fiscal years ended October 31, 2020 or 2019. The Series C warrants contain provisions regarding adjustments to their exercise price and the number of shares of common stock issuable upon exercise. • The Series D warrants had an exercise price of $15.36 per share and a term of one year. A total of 215,347 shares of common stock were issued during fiscal year 2018 upon the exercise of Series D warrants and the Company received total proceeds from such exercises of $3.3 million. The Series D warrants were all exercised prior to October 31, 2018. July 2016 Public Offering and Related Warrants On July 12, 2016, the Company closed on a registered public offering. In conjunction with the offering, the Company issued 640,000 Series A Warrants with an exercise price of $69.96 per share. On February 21, 2019, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with the holder of the Series A Warrants. Pursuant to the Exchange Agreement, the Company issued to the holder of the Series A Warrants 500,000 shares of the Company’s common stock in exchange for the transfer of the Series A Warrants back to the Company. Following the transfer of the Series A Warrants back to the Company, the Series A Warrants were cancelled and no further shares were issuable pursuant to the Series A Warrants. During fiscal year 2019, the Company recorded a charge to common stockholders for the difference between the fair value of the Series A Warrants prior to the modification of $0.3 million and the fair value of the common shares issuable at the date of the Exchange Agreement of $3.5 million. Orion Warrants In connection with the closing of the Orion Credit Agreement and the Initial Funding, on October 31, 2019, the Company issued warrants to the lenders under the Orion Credit Agreement to purchase up to a total of 6,000,000 shares of the Company’s common stock, at an exercise price of $0.310 per share (the “Initial Funding Warrants”). In a ddition, under the Orion Credit Agreement, on the date of the Second Funding (November 22, 2019) , the Company issued warrants to the l enders under the Orion Credit Agreement to purchase up to a total of 14,000,000 shares of the Company’s common stock, with an exercise price with respect to of such shares of $ 0.242 per share and with an exercise price with respect to of such shares of $ 0.620 per share (the “Second Funding Warrants”, and together with the Initial Funding Warrants , the “ Orion Warrants”) . All of the Orion W arrants were exercised during or subsequent to the year ended October 31, 2020 (refer to Note 25. “Subsequent Events” for more information on the exercise of the remaining Orion Warrant s subsequent to October 31, 2020) . The Company accounted for the Initial Funding Warrants as a liability since there was a change of control provision in the Initial Funding Warrants regarding the composition of the board of directors and, as such, the Company could have been required to repurchase the Initial Funding Warrants upon such change in control and therefore equity classification was precluded. Derivatives and Hedging As of October 31, 2019, the estimated fair value of the Orion Warrants was based on a Black-Scholes model using Level 2 inputs, including volatility of 96%, a risk free rate of 1.63%, the Company’s common stock price as of October 31, 2019 of $0.24 per share and the term of 8 years which resulted in a total value of $3.9 million. On January 9, 2020, the lenders exercised, on a cashless basis, Orion Warrants (with cash exercise prices of $0.31 per share and $0.62 per share) representing the right to purchase, in the aggregate, 12,000,000 shares of the Company’s common stock. Because these warrants were exercised on a cashless basis pursuant to the formula set forth in the warrants, the lenders received 9,396,320 shares of the Company’s common stock in the aggregate upon the cashless exercise of Initial Funding Warrants representing the right to purchase 6,000,000 shares of the Company’s common stock and Second Funding Warrants representing the right to purchase 6,000,000 shares of the Company’s common stock. The cashless exercise resulted in 2,603,680 shares no longer being required to be reserved for issuance upon exercise of the Orion Warrants. The Orion Warrants that were converted on January 9, 2020 were remeasured to fair value immediately preceding the conversion based upon volatility of 103.7%, a risk free rate of 1.81% and the Company’s common stock price of $2.29, which resulted in a $23.7 million charge for the three months ended January 31, 2020. The estimated fair value of the converted warrants as of the date of conversion of $26.0 million was reclassified from Long-term debt and other liabilities to Common stock and Additional paid-in capital. On October 6, 2020, the lenders exercised Orion Warrants (with an exercise price of $0.242 per share) to purchase a total of 5,300,000 shares of the Company’s common stock for an aggregate purchase price of $1.3 million upon exercise, which was recorded to Common stock and Additional paid-in capital. The Orion Warrants were revalued immediately preceding the exercise based upon a volatility of 113.84%, a risk free rate of 0.55% and the Company’s common stock price of $1.92 per share which resulted in a gain of $2.4 million. The value of the converted warrants of $9.8 million was reclassified from Long-term debt and other liabilities to Common stock and Additional paid-in capital. Following this exercise and as of October 31, 2020, Orion Warrants to purchase 2,700,000 shares of the Company’s common stock, with an exercise price of $0.242 per share, were outstanding. The Company remeasured the remaining Orion Warrants at October 31, 2020 based upon a volatility of 114.15%, a risk free rate of 0.64% and the Company’s common stock price of $2.00 per share, which resulted in a charge of $0.2 million. The estimated fair value of the remaining Orion Warrants outstanding was $5.2 million as of October 31, 2020 and is classified as Long-term debt and other liabilities on the Company’s Consolidated Balance Sheets. Outstanding Warrants The following table outlines the warrant activity during the fiscal years ended October 31, 2020 and October 31, 2019: Series A Warrants Series C Warrants Orion Warrants Balance as of October 31, 2018 640,000 964,114 — Warrants issued — — 6,000,000 Warrants exchanged 640,000 — — Balance as of October 31, 2019 — 964,114 6,000,000 Warrants issued — — 14,000,000 Warrants exercised — — (17,300,000 ) Balance as of October 31, 2020 — 964,114 2,700,000 |
Redeemable Preferred Stock
Redeemable Preferred Stock | 12 Months Ended |
Oct. 31, 2020 | |
Preferred Stock [Abstract] | |
Redeemable Preferred Stock | Note 16. Redeemable Preferred Stock The Company is authorized to issue up to 250,000 shares of preferred stock, par value $0.01 per share, in one or more series, of which 105,875 shares were designated as 5% Series B Cumulative Convertible Perpetual Preferred Stock (referred to herein as Series B Preferred Stock) in March 2005. Pursuant to our Certificate of Incorporation, as amended, our undesignated shares of preferred stock now include all of our shares of preferred stock that were previously designated as Series C Preferred Stock and Series D Preferred Stock, as all such shares have been retired and therefore have the status of authorized and unissued shares of preferred stock undesignated as to series. In addition to the above, a subsidiary of the Company had authorized and issued preferred stock as of October 31, 2020, as described below. Series D Preferred Stock In August 2018, the Company issued 30,680 shares of Series D Preferred Stock, which were initially convertible into 1,852,657 shares of the Company’s common stock at an initial conversion price of $16.56 per share (“Series D Conversion Price”), subject to certain adjustments. The net proceeds to the Company from the sale of the Series D Preferred Stock, after deducting the underwriting discounts and commissions and the offering expenses payable by the Company, were $25.3 million. During the fiscal year ended October 31, 2019, holders of the Series D Preferred Stock converted all 30,680 shares of Series D Preferred Stock (the “Series D Preferred Shares”) into 62,040,496 shares of common stock, resulting in a reduction of $31.2 million to the carrying value being recorded to equity. Conversions in which the conversion price was below the fixed conversion price (the initial conversion price of the Series D Preferred Stock) resulted in a variable number of shares being issued to settle the conversion amounts and were treated as a partial redemption of the Series D Preferred Shares. Conversions during the year ended October 31, 2019 that were settled in a variable number of shares and treated as redemptions resulted in deemed dividends of $6.0 million. The deemed dividends represent the difference between the fair value of the shares of common stock issued to settle the conversion amounts and the carrying value of the Series D Preferred Shares. The Series D Preferred Stock redemption accretion of $3.8 million for the fiscal year ended October 31, 2019 reflects the accretion of the difference between the carrying value and the amount that would have been redeemed if stockholder approval had not been obtained for the issuance of common stock equal to 20.0% or more of the Company’s outstanding voting stock prior to the issuance of the Series D Preferred Stock. Prior to receiving stockholder approval of the issuance of 20.0% or more of the Company’s outstanding voting stock prior to the issuance of the Series D Preferred Stock, the holders were prohibited from converting Series D Preferred Shares into shares of common stock if such conversion would have caused the Company to issue pursuant to the terms of the Series D Preferred Stock a number of shares in excess of the maximum number of shares permitted to be issued thereunder without breaching the Company’s obligations under the rules or regulations of the Nasdaq Global Market. The Company received stockholder approval of such issuance at the annual meeting of the Company’s stockholders on April 4, 2019. During the week of June 10, 2019, the holders of the Series D Preferred Stock asserted that certain triggering events had occurred under the Certificate of Designations, Preferences and Rights of the Series D Preferred Stock of the Company (the “Series D Certificate of Designation”) and indicated their intent to exercise their rights to convert certain of their shares at a reduced conversion price. While the Company did not agree with the basis for their assertions or their characterization of such events, there were provisions under the Series D Certificate of Designation which could be interpreted as giving the holders the right to demand such conversion at a reduced conversion price. Accordingly, during the period beginning on June 11, 2019 and ending on July 3, 2019, the Company effected conversions at reduced conversion prices ranging from $0.14 to $0.61. Series C Preferred Stock During the fiscal year ended October 31, 2017, the Company issued 33,500 shares of Series C Preferred Stock for net proceeds of $27.9 million. As of October 31, 2018, there were 8,992 shares of Series C Preferred Stock issued and outstanding, with a carrying value of $7.5 million. On February 21, 2019, the Company entered into a Waiver Agreement (the “Waiver Agreement”) with the holder of the Series C Preferred Stock (such holder, the “Series C Holder”). Under the Waiver Agreement, the Series C Holder waived any equity conditions failures that may have occurred under the Certificate of Designations, Preferences and Rights of the Series C Preferred Stock of the Company (the “Series C Certificate of Designations”). The Series C Holder further waived any triggering event occurring after the date of the Waiver Agreement, as well as its right to demand, require or otherwise receive cash payments under the Series C Certificate of Designations, which waiver would have terminated upon the occurrence of certain key triggering events (failure to provide freely tradable shares, suspension from trading on the Nasdaq Global Market or another eligible market, or failure to convert or deliver shares under certain circumstances), the occurrence of a fundamental transaction, a breach of the Waiver Agreement, or the occurrence of a bankruptcy triggering event. In addition, the Company agreed in the Waiver Agreement, pursuant to Section 8(d) of the Series C Certificate of Designations, to adjust the conversion price of the Series C Preferred Stock in connection with future conversions, such that, when the Series C Holder converted its Series C Preferred Stock into common stock, it would receive approximately 25% more shares than it would have received upon conversion prior to the execution of the Waiver Agreement. Under the Waiver Agreement, the conversion price of the Series C Preferred Stock was stated to be the lowest of (i) $4.45, (ii) 85% of the lowest closing bid price of the Company’s common stock during the period beginning on and including the fifth trading day prior to the date on which the applicable conversion notice was delivered to the Company and ending on and including the date on which the applicable conversion notice was delivered to the Company, and (iii) 85% of the quotient of (A) the sum of the five lowest volume weighted average prices of the Company’s common stock during the 20 consecutive trading day period ending on and including the trading day immediately preceding the applicable conversion date divided by (B) five. To determine the number of shares of common stock to be issued upon conversion, 125% of the value of the Series C Preferred Shares being converted was divided by the applicable conversion price. The parties further agreed to waive the installment payment/conversion provisions in Section 9 of the Series C Certificate of Designations, which required installment conversions or payments to be made on the 1 st th The Waiver Agreement was treated for accounting purposes to be an extinguishment of the Series C Preferred Stock instrument as of February 21, 2019. The Series C Preferred Stock remained classified in mezzanine equity, however, the carrying value was adjusted to reflect the estimated fair value of the post-modification Series C Preferred Shares which incorporated the new terms outlined in the Waiver Agreement. The valuation utilized a Binomial Lattice Model (“Lattice Model”) which is a commonly used methodology to value path-dependent options or stock units in order to capture their potential early conversion. The Lattice Model produces an estimated fair value based on changes in the underlying stock price over successive periods of time. The assumptions used in the model such as stock price, conversion price and conversion ratio were consistent with date of execution and terms in the Waiver Agreement. Other assumptions included the volatility of the Company’s stock which was assumed to be 75% and a discount rate of 20% which was estimated based on various indices consistent with the Company’s profile, venture capital rates of return and the Company’s borrowing rate. The Lattice Model resulted in an estimated fair value as of February 21, 2019 of $13.5 million whereby the Series C Preferred Stock carrying value was adjusted to this amount. As discussed below, a beneficial conversion feature was recorded during the three months ended January 31, 2019 due to reductions in the conversion price. Upon extinguishment during the three months ended April 30, 2019, the Company first allocated $ 6.6 million to the reacquisition of the embedded conversion option equal to the intrinsic value that was previously recognized during the three months ended January 31, 2019 for the embedded conversion option. Because the remaining estimated fair value of the instrument on February 21, 2019 was less than the carrying amount of the Series C Preferred Stock, the amount of the shortfall resulted in a decrease in loss available to common stockholders for purposes of computing loss per share of $ million. In order to resolve different interpretations of the provisions of the Series C Certificate of Designations that governed adjustments to the conversion price in connection with sales of common stock under the Company’s at-the-market stock sales plan below the initial conversion price of $22.08 and whether such sales constituted sales of variable priced securities under the Series C Certificate of Designations, the Company’s Board of Directors agreed to reduce the conversion price of the Series C Preferred Shares from $22.08 to $18.00 effective August 27, 2018 in exchange for a waiver of certain anti-dilution and price adjustment rights under the Series C Certificate of Designations for future at-the-market sales of common stock. The conversion price of the Series C Preferred Shares was adjusted again on December 3, 2018 to $6.96, on December 17, 2018 to $6.00 and on January 2, 2019 to $5.16. During the period from February 1, 2019 to May 23, 2019, the conversion price was further adjusted to prices ranging from $4.45 to $1.27, the conversion price as of the last conversion, which occurred on May 23, 2019. Conversions occurring fiscal year ended October 31, 2019 resulted in a variable number of shares being issued to settle the conversion amounts and were treated as a partial redemption of the Series C Preferred Shares. Conversions during the year ended October 31, 2019 that were settled in a variable number of shares and treated as partial redemptions resulted in deemed contributions $1.5 million. The deemed contributions represent the difference between the fair value of the common shares issued to settle the conversion amounts and the carrying value of the Series C Preferred Shares. Additionally, as discussed in more detail above, the net loss attributable to common stockholders for the fiscal year ended October 31, 2019 was impacted by a $0.5 million decrease in the loss resulting from accounting for the Waiver Agreement in February 2019, which was recorded during the three months ended April 30, 2019. The net loss attributable to common stockholders for the year ended October 31, 2019 also includes the $8.6 million redemption value adjustment recorded during the three months ended January 31, 2019. The Series C Preferred Shares were classified outside of permanent equity. The decline in the Company’s stock price during the three months ended January 31, 2019 and between January 31, 2019 and the execution of the Waiver Agreement in February 2019 resulted in equity conditions failures under the Series C Certificate of Designations, which were waived by the Series C Holder in the Waiver Agreement, as described above. Prior to the execution of such Waiver Agreement, the conversion price was adjusted in December 2018 and January 2019 as described above. This contingent beneficial conversion feature resulted in a $6.6 million reduction in the Series C Preferred Shares carrying value. Because the equity conditions failures were continuing as of January 31, 2019 (prior to the execution of the Waiver Agreement), the Series C Preferred Shares were adjusted to 108% of stated redemption value as of January 31, 2019 with a corresponding charge to common stockholders of $8.6 million. During the fiscal year ended October 31, 2019, holders of the Series C Preferred Stock converted 8,992 Series C Preferred Shares into 3,914,218 shares of common stock, resulting in a reduction in carrying value of $15.5 million. Upon the conversion of the last outstanding Series C Preferred Shares on May 23, 2019, there were no further Series C Preferred Shares outstanding. During the fiscal year ended October 31, 2018, holders of the Series C Preferred Stock converted 24,308 Series C Preferred Shares into common shares through installment conversions resulting in a reduction of $20.2 million to the carrying value being recorded to equity. Installment conversions occurring prior to August 27, 2018 in which the conversion price was below the initial conversion price of $22.08 per share resulted in a variable number of shares being issued to settle the installment amount and were treated as a partial redemption of the Series C Preferred Shares. As discussed above, the Company’s Board of Directors agreed to reduce the conversion price of the Series C Preferred Shares from $22.08 to $18.00 effective August 27, 2018 in exchange for a waiver of certain anti-dilution and price adjustment rights under the Series C Certificate of Designations for future at-the-market sales. Installment conversions occurring between August 27, 2018 and October 31, 2018 in which the installment conversion price was below the adjusted conversion price of $18.00 per share resulted in a variable number of shares being issued to settle the installment amount and were treated as a partial redemption of the Series C Preferred Shares. Installment conversions during the year ended October 31, 2018 that were settled in a variable number of shares and treated as partial redemptions resulted in deemed dividends of $9.6 million. Redeemable Series B Preferred Stock The Company has designated 105,875 shares of its authorized preferred stock as Series B Preferred Stock (liquidation preference $1,000.00 per share). As of October 31, 2020 and 2019, there were 64,020 shares of Series B Preferred Stock issued and outstanding, with a carrying value of $59.9 million. The shares of Series B Preferred Stock and the shares of common stock issuable upon conversion of the shares of Series B Preferred Stock are covered by a registration rights agreement. The following is a summary of certain provisions of the Series B Preferred Stock. Ranking. Shares of the Company’s Series B Preferred Stock rank with respect to dividend rights and rights upon the Company’s liquidation, winding up or dissolution: • senior to shares of the Company’s common stock; • junior to the Company’s debt obligations; and • effectively junior to the Company’s subsidiaries’ (i) existing and future liabilities and (ii) capital stock held by others. Dividends. The Series B Preferred Stock pays cumulative annual dividends of $50.00 per share, which are payable quarterly in arrears on February 15, May 15, August 15 and November 15. Dividends accumulate and are cumulative from the date of original issuance. Unpaid accumulated dividends do not bear interest. The dividend rate is subject to upward adjustment as set forth in the Amended Certificate of Designation for the Series B Preferred Stock (the “Series B Certificate of Designation”) No dividends or other distributions may be paid or set apart for payment on the Company’s nor may any stock junior to or on parity with the Series B Preferred Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for such stock) by the Company or on its behalf (except by conversion into or exchange for shares of a like or junior ranking), The dividend on the Series B Preferred Stock may be paid in cash or, at the option of the holder, in shares of the Company’s common stock. Dividends of $4.8 million and $3.2 million were paid in cash during the fiscal years ended October 31, 2020 and 2018, respectively, and dividends of $1.6 million were paid in cash during the fiscal year ended October 31, 2019. Cumulative declared and unpaid dividends as of October 31, 2020 and 2019 were $0.8 million and $2.4 million. No dividends were declared or paid by the Company on the Series B Preferred Stock in connection with the May 15, 2019 and August 15, 2019 dividend payment dates. Based on the dividend rate in effect on May 15, 2019 and August 15, 2019, the aggregate amount of such dividend payments would have been $1.6 million. Because such dividends were not paid on May 15 or August 15, under the terms of the Series B Certificate of Designation, the holders of shares of Series B Preferred Stock were entitled to receive, when, as and if, declared by the Board of Directors, dividends at a dividend rate per annum equal to the normal dividend rate of 5% plus an amount equal to the number of dividend periods for which the Company failed to pay or set apart funds to pay dividends multiplied by 0.0625%, for each subsequent dividend period until the Company has paid or provided for the payment of all dividends on the shares of Series B Preferred Stock for all prior dividend periods. . A payment of $2.4 million made in the fiscal quarter ended January 31, 2020 represented the dividends payable with respect to the May 15, 2019 and August 15, 2019 dividend dates and the dividends payable with respect to the November 15, 2019 dividend date that were declared on October 30, 2019. Liquidation. The holders of Series B Preferred Stock are entitled to receive, in the event that the Company is liquidated, dissolved or wound up, whether voluntarily or involuntarily, $1,000.00 per share plus all accumulated and unpaid dividends up to but excluding the date of such liquidation, dissolution, or winding up (the “Liquidation Preference”). Until the holders of Series B Preferred Stock receive the Liquidation Preference with respect to their shares of Series B Preferred Stock in full, no payment will be made on any junior shares, including shares of the Company’s common stock. After the Liquidation Preference is paid in full, holders of the Series B Preferred Stock will not be entitled to receive any further distribution of the Company’s assets. As of October 31, 2020 and 2019, the issued and outstanding shares of Series B Preferred Stock had an aggregate Liquidation Preference of $64.0 million. Conversion Rights . Each share of Series B Preferred Stock may be converted at any time, at the option of the holder, into 0.591 shares of the Company’s common stock (which is equivalent to an initial conversion price of $1,692.00 per share) plus cash in lieu of fractional shares. The conversion rate is subject to adjustment upon the occurrence of certain events, as described in the Series B Certificate of Designation. The conversion rate is not adjusted for accumulated and unpaid dividends. If converted, holders of Series B Preferred Stock do not receive a cash payment for all accumulated and unpaid dividends; rather, all accumulated and unpaid dividends are canceled. The Company may, at its option, cause shares of Series B Preferred Stock to be automatically converted into that number of shares of its common stock that are issuable at the then-prevailing conversion rate. The Company may exercise its conversion right only if the closing price of its common stock exceeds 150% of the then-prevailing conversion price ($1,692.00 per share as of October 31, 2020) for 20 trading days during any consecutive 30 trading day period, as described in the Series B Certificate of Designation. If the holders of Series B Preferred Stock elect to convert their shares in connection with certain “fundamental changes” (as defined in the Series B Certificate of Designation and described below), the Company will in certain circumstances increase the conversion rate by a number of additional shares of common stock upon conversion or, in lieu thereof, the Company may in certain circumstances elect to adjust the conversion rate and related conversion obligation so that shares of Series B Preferred Stock are converted into shares of the acquiring or surviving company, in each case as described in the Series B Certificate of Designation. The adjustment of the conversion price is to prevent dilution of the interests of the holders of the Series B Preferred Stock from certain dilutive transactions with holders of the Company’s common stock. Redemption. The Company does not have the option to redeem the Series B Preferred Stock. However, holders of the Series B Preferred Stock can require the Company to redeem all or a portion of their shares of Series B Preferred Stock at a redemption price equal to the Liquidation Preference of the shares to be redeemed in the case of a “fundamental change” (as further described in the Series B Certificate of Designation). A fundamental change will be deemed to have occurred if any of the following occurs: • any “person” or “group” is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of all classes of the Company’s capital stock then outstanding and normally entitled to vote in the election of directors; • during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Company (together with any new directors whose election to the Company’s board of directors or whose nomination for election by the stockholders was approved by a vote of 66 2/3% of the Company’s directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors of the Company then in office; • the termination of trading of the Company’s common stock on The Nasdaq Stock Market and the common stock is not approved for trading or quoted on any other U.S. securities exchange or established over-the-counter trading market in the U.S.; or • the Company (i) consolidates with or merges with or into another person or another person merges with or into the Company or (ii) sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of the assets of the Company and certain of its subsidiaries, taken as a whole, to another person and, in the case of any such merger or consolidation described in clause (i), the securities that are outstanding immediately prior to such transaction ( and which represent 100 % of the aggregate voting power of the Company’s voting stock ) are changed into or exchanged for cash, securities or property, unless pursuant to the transaction such securities are changed into or exchanged for securities of the surviving person that represent, immediately after such transaction, at least a majority of the aggregate voting power of the voting stock of the surviving person . Notwithstanding the foregoing, holders of shares of the Series B Preferred Stock will not have the right to require the Company to redeem their shares if: • the last reported sale price of shares of the Company’s common stock for any five trading days within the 10 consecutive trading days ending immediately before the later of the fundamental change or its announcement equaled or exceeded 105% of the conversion price of the Series B Preferred Stock immediately before the fundamental change or announcement; • at least 90% of the consideration (excluding cash payments for fractional shares and in respect of dissenters’ appraisal rights) in the transaction or transactions constituting the fundamental change consists of shares of capital stock traded on a U.S. national securities exchange or quoted on The Nasdaq Stock Market, or which will be so traded or quoted when issued or exchanged in connection with a fundamental change, and as a result of the transaction or transactions, shares of Series B Preferred Stock become convertible into such publicly traded securities; or • in the case of a merger or consolidation constituting a fundamental change (as described in the fourth bullet above), the transaction is affected solely to change the Company’s jurisdiction of incorporation. Moreover, the Company will not be required to redeem any Series B Preferred Stock upon the occurrence of a fundamental change if a third party makes an offer to purchase the Series B Preferred Stock in the manner, at the price, at the times and otherwise in compliance with the requirements set forth above and such third party purchases all shares of Series B Preferred Stock validly tendered and not withdrawn. The Company may, at its option, elect to pay the redemption price in cash, in shares of the Company’s common stock valued at a discount of 5% from the market price of shares of the Company’s common stock, or in any combination thereof. Notwithstanding the foregoing, the Company may only pay such redemption price in shares of the Company’s common stock that are registered under the Securities Act and eligible for immediate sale in the public market by non-affiliates of the Company. Voting Rights. Holders of Series B Preferred Stock currently have no voting rights; however, holders may receive certain voting rights, as described in the Series B Certificate of Designation, if (a) dividends on any shares of Series B Preferred Stock, or any other class or series of stock ranking on parity with the Series B Preferred Stock with respect to the payment of dividends, shall be in arrears for dividend periods, whether or not consecutive, containing in the aggregate a number of days equivalent to six calendar quarters or (b) the Company fails to pay the redemption price, plus accrued and unpaid dividends, if any, on the redemption date for shares of Series B Preferred Stock following a fundamental change. In each such event, the holders of Series B Preferred Stock (voting separately as a class with all other classes or series of stock ranking on parity with the Series B Preferred Stock with respect to the payment of dividends and upon which like voting rights have been conferred and are exercisable) will be entitled to elect two directors to the Company’s board of directors in addition to those directors already serving on the Company’s board of directors at such time (the “Series B Directors”), at the next annual meeting of the Company’s stockholders (or at a special meeting of the Company’s stockholders called for such purpose, whichever is earlier). The right to elect the Series B Directors will continue for each subsequent annual meeting of the Company’s stockholders until all dividends accumulated on the shares of Series B Preferred Stock have been fully paid or set aside for payment or the Company pays in full or sets aside for payment such redemption price, plus accrued but unpaid dividends, if any, on the redemption date for the shares of Series B Preferred Stock following a fundamental change. The term of office of any Series B Directors will terminate immediately upon the termination of the right of holders of Series B Preferred Stock to elect such Series B Directors, as described in this paragraph. Each holder of Series B Preferred Stock will have one vote for each share of Series B Preferred Stock held in the election of Series B Directors. The Company previously failed to make timely payment of the accrued dividends on the Series B Preferred Stock with respect to the May 15, 2019 and August 15, 2019 dividend payment dates. Such amounts were fully paid on or about November 15, 2019. So long as any shares of Series B Preferred Stock remain outstanding, the Company will not, without the consent of the holders of at least two-thirds of the shares of Series B Preferred Stock outstanding at the time (voting separately as a class with all other series of preferred stock, if any, on parity with the Series B Preferred Stock upon which like voting rights have been conferred and are exercisable) issue or increase the authorized amount of any class or series of shares ranking senior to the outstanding shares of the Series B Preferred Stock as to dividends or upon liquidation. In addition, the Company will not, subject to certain conditions, amend, alter or repeal provisions of the Company’s certificate of incorporation, including the Series B Certificate of Designation, whether by merger, consolidation or otherwise, so as to adversely amend, alter or affect any power, preference or special right of the outstanding shares of Series B Preferred Stock or the holders thereof without the affirmative vote of not less than two-thirds of the issued and outstanding shares of Series B Preferred Stock. Class A Preferred Shares (the “Series 1 Preferred Shares”) of FCE FuelCell Energy Ltd. As of October 31, 2020, FCE FuelCell Energy Ltd. (“FCE Ltd.”), one of the Company's indirect subsidiaries, had 1,000,000 Series 1 Preferred Shares issued and outstanding, which were held solely by Enbridge. The Company guaranteed the return of principal and dividend obligations of FCE Ltd. to Enbridge, as the holder of the Series 1 Preferred Shares, pursuant to the Guarantee, dated May 27, 2004, made by the Company in favor of Enbridge, as amended by the Guarantee Amending Agreement dated April 1, 2011 and effective as of January 1, 2011 between the Company and Enbridge (the “Guarantee”) On January 20, 2020, the Company, FCE Ltd. and Enbridge entered into a letter agreement (the “January 2020 Letter Agreement”), pursuant to which they agreed to amend the articles of FCE Ltd. relating to and setting forth the terms of the Series 1 Preferred Shares to: (i) remove the provisions of the articles permitting or requiring the issuance of shares of the Company’s common stock in exchange for the Series 1 Preferred Shares or as payment of amounts due to the holders of the Series 1 Preferred Shares, (ii) remove certain provisions of the articles relating to the redemption of the Series 1 Preferred Shares, (iii) increase the annual dividend rate, commencing on January 1, 2020, to 15%, (iv) extend the final payment date for all accrued and unpaid dividends and all return of capital payments (i.e., payments of the principal redemption price) from December 31, 2020 to December 31, 2021, (v) clarify when dividend and return of capital payments were to be made in the future and extend the quarterly dividend and return of capital payments through December 31, 2021 (which were previously to be paid each quarter through December 31, 2020), (vi) remove certain terms and provisions of the articles that are no longer applicable, and (vii) make other conforming changes to the articles. The articles of FCE Ltd. were amended and filed in accordance with the provisions of the January 2020 Letter Agreement on March 26, 2020. Under the amended articles, FCE Ltd. continued to be required to make (a) annual dividend payments of Cdn. $500,000 and (b) annual return of capital payments of Cdn. $750,000. The amendment to the Series 1 Preferred Shares resulted in an extinguishment of the prior Series 1 Preferred Shares for accounting purposes. A revised fair value was estimated using a discounted cash flow model resulting in a revised carrying value being recorded for the amended Series 1 Preferred Shares of Cdn. $23.4 million (U.S. $17.7 million) as of January 20, 2020, which resulted in a loss of Cdn. $0.2 million (U.S. $0.2 million) recorded in Other income, net on the Consolidated Statements of Operations and Comprehensive Loss during the year ended October 31, 2020. On an undiscounted basis, the Company’s actual aggregate amount of all accrued and unpaid dividends to be paid on the Series 1 Preferred Shares as of October 31, 2020 totaled approximately Cdn. $23.2 million (U.S. $17.4 million) and the balance of the principal redemption price as of October 31, 2020 with respect to all of the Series 1 Preferred Shares totaled approximately Cdn. $4.3 million (U.S. $3.2 million). Prior to the amendment, the Company bifurcated embedded derivatives rela |
Segment Information
Segment Information | 12 Months Ended |
Oct. 31, 2020 | |
Segment Information [Abstract] | |
Segment Information | Note 17. Segment Information We are engaged in the development, design, production, construction and servicing of high temperature fuel cells for clean electric power generation. Critical to the success of our business is, among other things, our research and development efforts, both through customer-sponsored projects and Company-sponsored projects. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products, however, it is not considered a separate operating segment. The chief operating decision maker does not review and assess financial information at a discrete enough level to be able to assess performance of research and development activities as if they operated as a standalone business segment, therefore, the Company has identified one business segment: fuel cell power plant production and research. Revenues, by geographic location (based on the customer’s ordering location) for the years ended October 31, 2020, 2019 and 2018 were as follows (in thousands): 2020 2019 2018 United States $ 67,750 $ 56,211 $ 50,953 South Korea 2,059 2,686 36,279 England 25 1,496 387 Germany 414 359 1,795 Canada — — 23 Switzerland 623 — — Total $ 70,871 $ 60,752 $ 89,437 Service agreement revenue which is included within Service agreements and license revenues on the Consolidated Statement of Operations was $20.4 million, $15.1 million and $13.5 million for the years ended October 31, 2020, 2019 and 2018, respectively. Long-lived assets located outside of the United States as of October 31, 2020 and 2019 are not significant individually or in the aggregate. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Oct. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Benefit Plans | Note 18. Benefit Plans We have stockholder approved equity incentive plans, a stockholder approved Employee Stock Purchase Plan and an employee tax-deferred savings plan, which are described in more detail below. 2018 Omnibus Incentive Plan The Company’s 2018 Omnibus Incentive Plan (as amended and restated from time to time, the “2018 Incentive Plan”) authorizes grants of stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, performance units and incentive awards to key employees, directors, consultants and advisors. Stock options, RSAs and SARs have restrictions as to transferability. Stock option exercise prices are fixed by the Company’s Board of Directors but shall not be less than the fair market value of our common stock on the date of the grant. SARs may be granted in conjunction with stock options. At the May 8, 2020 reconvened 2020 Annual Meeting of Stockholders, the Company’s stockholders approved the amendment and restatement of the original 2018 Incentive Plan, which authorizes the Company to issue up to 4,000,000 additional shares of the Company’s common stock pursuant to awards granted under the 2018 Incentive Plan and provides for an increase in the annual limit on the grant-date fair value of awards to any non-employee director of the Company from $200,000 to $250,000. Following the approval of the amended and restated 2018 Incentive Plan by the Company’s stockholders, the 2018 Incentive Plan provides the Company with the authority to issue a total of 4,333,333 shares of the Company’s common stock, 1,000,000 shares of which have been reserved for settlement of RSUs granted pursuant to an employment agreement, effective as of August 26, 2019, between the Company and Jason Few, our President and Chief Executive Officer (the “Sign-On Award”). The Sign-On Award was contingent upon obtaining stockholder approval of a sufficient number of additional shares under the 2018 Incentive Plan. The Company previously recorded the grants as a liability and, after obtaining such stockholder approval, reclassified the liability to additional paid-in capital. Of the 4,333,333 shares of the Company’s common stock authorized to be issued under the 2018 Incentive Plan, 2,013,563 remain available for grant as of October 31, 2020. On August 24, 2020, the Company’s Board of Directors approved a Long Term Incentive Plan (the “LTI Plan”) as a sub-plan consisting of awards made under the 2018 Incentive Plan. The participants in the LTI Plan are members of senior management and include the Company’s named executive officers. The LTI Plan consists of three award components: (1) relative total shareholder return (“TSR”) performance shares, (2) absolute TSR performance shares, and (3) time-vesting restricted stock units. The performance shares granted in fiscal year 2020 will be earned over the performance period ending on October 31, 2022, but will remain subject to a continued service-based vesting requirement until the third anniversary of the date of grant. The performance goal for the relative TSR performance shares is the TSR of the Company relative to the TSR of the Russell 2000 from May 8, 2020 through October 31, 2022. The performance goal for the absolute TSR performance shares is an increase in the Company’s stock price from May 8, 2020 through October 31, 2022. The time-vesting RSUs granted in fiscal year 2020 will vest at a rate of one-third of the total number of RSUs on each of the first three anniversaries of the date of grant. None of the awards granted as part of the LTI Plan include any dividend equivalent or other stockholder rights. To the extent the awards are earned, they may be settled in shares or cash of an equivalent value at the Company’s option . Other Equity Incentive Plans The Company's 2006 and 2010 Equity Incentive Plans remain in effect only to the extent of awards outstanding under the plans as of October 31, 2020. Share-based compensation was reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands): 2020 2019 2018 Cost of revenues $ 344 $ 593 $ 543 General and administrative expense 1,424 1,865 2,256 Research and development expense 54 272 355 $ 1,822 $ 2,730 $ 3,154 Stock Options We account for stock options awarded to non-employee directors under the fair value method. The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model as follows: 2018 Expected life (in years) 7.0 Risk free interest rate 2.8 % Volatility 72.7 % Dividend yield — % There were no options granted in fiscal year 2020 or fiscal year 2019. The following table summarizes our stock option activity for the year ended October 31, 2020: Weighted- Average Option Options Shares Price Outstanding as of October 31, 2019 24,927 $ 104.73 Cancelled and forfeited (1,036 ) $ 416.16 Outstanding as of October 31, 2020 23,891 $ 91.23 The weighted average grant-date fair value per share for options granted during the year ended October 31, 2018 was $21.36. There were no options exercised in fiscal years 2020, 2019 or 2018. The following table summarizes information about stock options outstanding and exercisable as of October 31, 2020: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Range of Number Contractual Exercise Number Exercise Exercise Prices outstanding Life Price exercisable Price $0.00 — $38.76 13,192 6.9 $ 19.16 13,192 $ 19.16 $38.77 — $416.16 10,699 3.1 $ 180.09 10,699 $ 180.09 23,891 5.2 $ 91.23 23,891 $ 91.23 There was no intrinsic value for options outstanding and exercisable at October 31, 2020. Restricted Stock Awards and Units Including Performance Based Awards The following table summarizes our RSA and RSU activity for the year ended October 31, 2020: Weighted- Average Restricted Stock Awards and Units Shares Fair Value Outstanding as of October 31, 2019 191,115 16.11 Granted 1,978,108 2.84 Vested (95,127 ) 17.15 Forfeited (6,956 ) 17.79 Outstanding as of October 31, 2020 2,067,140 5.06 The RSUs granted (as noted above) include 1,000,000 RSUs granted as the Sign-On Award to Jason Few, the Company’s President and Chief Executive Officer (the “CEO”), pursuant to the August 26, 2019 employment agreement between the Company and the CEO. Pursuant to the terms of such Sign-On Award, 500,000 RSUs vest on August 26, 2022 and the remaining 500,000 RSUs, if earned, will vest on August 26, 2022 and the number earned, if any, will be based on the weighted average price of the Company’s common stock during the thirty day calendar period ending on the vesting date compared to pre-established price goals. The vesting of all RSUs is subject to the individual’s continuous employment with the Company through the vesting date. The RSUs granted also include awards made on August 24, 2020, under the LTI Plan, three-year RSA and RSU expense is based on the fair value of the award at the date of grant and is amortized over the vesting period, which is generally over 3 or 4 years. As of October 31, 2020, total unrecognized compensation cost related to RSAs and RSUs was $5.3 million which is expected to be recognized over approximately the next two years on a weighted-average basis. Stock Awards During the years ended October 31, 2020, 2019 and 2018, we awarded 58,303, 29,454 and 13,226 shares, respectively, of fully vested, unrestricted common stock to the independent members of our Board of Directors as a component of Board of Director compensation which resulted in recognizing $0.1 million, $0.1 million and $0.3 million of expense, respectively. Employee Stock Purchase Plan The 2018 Employee Stock Purchase Plan (the “ESPP”) was approved by the Company’s stockholders at the 2018 Annual Meeting of Stockholders. The adoption of the ESPP allows the Company to provide eligible employees of FuelCell Energy, Inc. and of certain of its designated subsidiaries with the opportunity to voluntarily participate in the ESPP, enabling such participants to purchase shares of the Company’s common stock at a discount to market price at the time of such purchase. The maximum number of the Company’s shares of common stock that may be issued under the ESPP is 30,248 shares. Under the ESPP, eligible employees have the right to purchase shares of common stock at the lesser of (i) 85% of the last reported sale price of our common stock on the first business day of the offering period, or (ii) 85% of the last reported sale price of the common stock on the last business day of the offering period, in either case rounded up to avoid impermissible trading fractions. Shares issued pursuant to the ESPP contain a legend restricting the transfer or sale of such common stock for a period of 0.5 years after the date of purchase. The ESPP activity for the year ended October 31, 2020, 2019 and 2018 was de minimis. Employee Tax-Deferred Savings Plans We offer a 401(k) plan (the “401(k) Plan”) to all full time employees that provides for tax-deferred salary deductions for eligible employees (beginning the first month following an employee’s hire date). Employees may choose to make voluntary contributions of their annual compensation to the 401(k) Plan, limited to an annual maximum amount as set periodically by the IRS. Employee contributions are fully vested when made. Under the 401(k) Plan, there is no option available to the employee to receive or purchase our common stock. Matching contributions of 2% under the 401(k) Plan aggregated $0.3 million, $0.5 million and $0.5 million for the years ended October 31, 2020, 2019, and 2018, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 19. Income Taxes The components of loss before income taxes for the years ended October 31, 2020, 2019, and 2018 were as follows (in thousands): 2020 2019 2018 U.S. $ (85,865 ) $ (74,133 ) $ (47,314 ) Foreign (3,196 ) (3,326 ) (3,035 ) Loss before income taxes $ (89,061 ) $ (77,459 ) $ (50,349 ) The Company recorded an income tax provision totaling $0.0 million and $0.1 million for the years ended October 31, 2020 and 2019, respectively, compared to income tax benefit of $3.0 million for the year ended October 31, 2018. The income tax expense for the years ended October 31, 2020 and 2019 primarily related to foreign taxes in South Korea and Canada. The income tax benefit for the year ended October 31, 2018 primarily related to the Tax Cuts and Jobs Act (the “TCJA”) that was enacted on December 22, 2017. The TCJA reduced the U.S. federal corporate tax rate from 34% to 21% effective January 1, 2018 which resulted in a deferred tax benefit of $1.0 million primarily related to a reduction of the Company’s deferred tax liability for IPR&D. The TCJA also established an unlimited carryforward period for the net operating loss (“NOL”) the Company generated after 2017. This provision of the TCJA resulted in a reduction of the valuation allowance attributable to deferred tax assets at the enactment date by $2.0 million based on the indefinite life of the resulting NOL as well as the deferred tax liability for IPR&D. Franchise tax expense, which is included in administrative and selling expenses, was $0.3 million, $0.2 million and $0.5 million for the years ended October 31, 2020, 2019 and 2018, respectively. The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended October 31, 2020, 2019 and 2018 was as follows: 2020 2019 2018 Statutory federal income tax rate (21.0 )% (21.0 )% (23.2 )% Increase (decrease) in income taxes resulting from: State taxes, net of Federal benefits (1.1 )% (2.9 )% 0.7 % Foreign withholding tax 0.0 % 0.1 % 0.0 % Net operating loss expiration, impairment and true-ups 129.2 % (1.3 )% 4.6 % Nondeductible expenditures 1.4 % 0.2 % 1.5 % Change in tax rates (0.6 )% (0.1 )% 201.6 % Fair value adjustment on warrants 8.7 % — — Other, net 1.1 % (0.3 )% 0.0 % Deferred only adjustment 4.4 % — 0.0 % Valuation allowance (122.1 )% 25.4 % (191.2 )% Effective income tax rate — 0.1 % (6.0 )% Our deferred tax assets and liabilities consisted of the following as of October 31, 2020 and 2019 (in thousands): 2020 2019 Deferred tax assets: Compensation and benefit accruals $ 8,157 $ 7,446 Bad debt and other allowances 1,458 905 Capital loss and tax credit carry-forwards 15,456 12,645 Net operating losses (domestic and foreign) 100,791 217,430 Deferred license revenue 2,093 4,264 Inventory valuation allowances 116 312 Accumulated depreciation 9,759 9,200 Grant revenue 700 798 Excess business interest 5,544 - Operating lease liabilities 2,387 - Gross deferred tax assets: 146,461 253,000 Valuation allowance (142,217 ) (250,985 ) Deferred tax assets after valuation allowance 4,244 2,015 Deferred tax liability: In process research and development (2,391 ) (2,321 ) Right of use assets (2,229 ) Net deferred tax liability $ (376 ) $ (306 ) We continually evaluate our deferred tax assets as to whether it is “more likely than not” that the deferred tax assets will be realized. In assessing the realizability of our deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. Based on the projections for future taxable income over the periods in which the deferred tax assets are realizable, management believes that significant uncertainty exists surrounding the recoverability of the deferred tax assets. As a result, we recorded a valuation allowance against our net deferred tax assets. As of October 31, 2020, we had $905.4 million of federal NOL carryforwards that expire in the years 2021 to 2038 and $457.1 million of state NOL carryforwards that expire in the years 2021 through 2038. Additionally, we had $12.5 million of state tax credits available that will expire from tax years 2021 to 2040. During the year, the Company experienced an “ownership change” as defined by Internal Revenue Code Section 382. As a result, the utilization of federal NOLs generated prior to October of 2020 is subject to limitation. The Company has recorded an adjustment to its deferred tax asset to account for NOLs it will not be able to utilize due to the Section 382 limitation, reducing the amount of federal NOLs for which deferred taxes have been recognized to $325.6 million, or a deferred tax asset of $68.4 million as of October 31, 2020 before being offset by a valuation allowance. The Company recorded a similar adjustment to its state NOL carryforward, reducing the amount of losses for which deferred taxes have been recognized in the financial statements to $431.8 million, or a deferred tax asset of $26.4 million before being offset by a valuation allowance. In addition, the acquisition of Versa in fiscal year 2013 triggered a Section 382 ownership change at the level of Versa Power System which will limit the future usage of some of the federal and state NOLs that we acquired in that transaction. Accordingly, a valuation allowance has been recorded against the deferred tax asset associated with these attributes. The Company’s financial statements reflect expected future tax consequences of uncertain tax positions that the Company has taken or expects to take on a tax return (including a decision whether to file or not file a return in a particular jurisdiction) presuming the taxing authorities’ full knowledge of the position and all relevant facts. The liability for unrecognized tax benefits as of October 31, 2020 and 2019 was $0.0 and $15.7 million, respectively. This amount was directly associated with a tax position taken in a year in which federal and state NOL carryforwards were generated. Historically, the amount of unrecognized tax benefit has been presented as a reduction in the reported amounts of our federal and state NOL carryforwards. Due to the Section 382 ownership change discussed above, the underlying NOLs are no longer available for utilization, a deferred tax asset is not recorded on the Consolidated Balance Sheets and the uncertain tax position has been released. It is our policy to record interest and penalties on unrecognized tax benefits as income taxes; however, because of our significant NOLs, no provision for interest or penalties has been recorded. We file income tax returns in the U.S. and certain states, primarily Connecticut and California, as well as income tax returns required internationally for South Korea and Germany. We are open to examination by the IRS and various states in which we file for fiscal year 2003 to the present. During the fiscal year ended October 31, 2018, the Company underwent an IRS examination for its fiscal year 2016 tax year which was closed without material adjustment. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Oct. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 20. Loss Per Share Basic earnings (loss) per common share (“EPS”) are generally calculated as income (loss) available to common stockholders divided by the weighted average number of common shares outstanding. Diluted EPS is generally calculated as income (loss) available to common stockholders divided by the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents. The calculation of basic and diluted EPS for the years ended October 31, 2020, 2019 and 2018 was as follows (amounts in thousands, except share and per share amounts): 2020 2019 2018 Numerator Net loss $ (89,107 ) $ (77,568 ) $ (47,334 ) Series A warrant exchange — (3,169 ) — Series B Preferred stock dividends (3,331 ) (3,231 ) (3,200 ) Series C Preferred stock deemed dividends and redemption value adjustments, net — (6,522 ) (9,559 ) Series D Preferred stock deemed dividends and redemption accretion — (9,755 ) (2,075 ) Net loss attributable to common stockholders $ (92,438 ) $ (100,245 ) $ (62,168 ) Denominator Weighted average common shares outstanding - basic 221,960,288 55,081,266 6,896,189 Effect of dilutive securities (1) — — — Weighted average common shares outstanding - diluted 221,960,288 55,081,266 6,896,189 Net loss to common stockholders per share - basic $ (0.42 ) $ (1.82 ) $ (9.01 ) Net loss to common stockholders per share - diluted (1) $ (0.42 ) $ (1.82 ) $ (9.01 ) (1) Due to the net loss to common stockholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. As of October 31, 20 20 , 201 9 and 201 8 , potentially dilutive securities excluded from the diluted loss per share calculation are as follows: October 31, 2020 October 31, 2019 October 31, 2018 Orion Warrants 2,700,000 6,000,000 — May 2017 Offering – Series C Warrants 964,114 964,114 964,114 July 2016 Offering – Series A Warrants — — 640,000 Outstanding options to purchase common stock 23,891 24,927 26,958 Unvested Restricted Stock Awards 538 24,574 93,286 Unvested Restricted Stock Units 2,066,602 166,541 270,929 Series C Preferred Shares to satisfy conversion requirements — — 499,556 Series D Preferred Shares to satisfy conversion requirements — — 1,852,657 5% Series B Cumulative Convertible Preferred Stock 37,837 37,837 37,837 Series 1 Preferred Shares to satisfy conversion requirements — 1,264 1,264 Total potentially dilutive securities 5,792,982 7,219,257 4,386,601 |
Restricted Cash
Restricted Cash | 12 Months Ended |
Oct. 31, 2020 | |
Restricted Cash And Investments [Abstract] | |
Restricted Cash | Note 21. Restricted Cash As of October 31, 2020 and 2019, there was $42.2 million and $30.3 million, respectively, of restricted cash and cash equivalents pledged as performance security, reserved for future debt service requirements, reserved for letters of credit for certain banking requirements and contracts, and reserved to pay down the Orion Facility or be redeployed into other project financing at the option of the Orion Agent and the lenders under the Orion Facility. Refer to Note 25. “Subsequent Events” for additional information on the release of the restricted cash under the Orion Facility. The allocation of restricted cash is as follows (in thousands): October 31, October 31, 2020 2019 Cash Restricted for Outstanding Letters of Credit (1) $ 6,543 $ 5,733 Cash Restricted for PNC Sale-Leaseback Transactions 15,125 17,934 Cash Restricted for Crestmark Sale-Leaseback Transaction 431 — Bridgeport Fuel Cell Park Project Debt Service and Performance Reserves 7,549 4,946 Orion Facility - Performance Reserve (2) 5,000 — Orion Facility - Module and Debt Service Reserves (3) 1,950 — Orion Facility - Project Proceeds Account (4) 4,243 — Other 1,344 1,731 Total Restricted Cash 42,185 30,344 Restricted Cash and Cash Equivalents - Short-Term (5) (9,233 ) (3,473 ) Restricted Cash and Cash Equivalents - Long-Term $ 32,952 $ 26,871 (1) Letters of credit outstanding as of October 31, 2020 expire on various dates through August 2028. (2) Short-term reserve related to certain project construction and financing milestones. (3) Long-term reserve primarily to fund future module replacements for operating projects which fall under the collateral pool (CCSU and Triangle Street) under the Orion Facility. (4) Reserve related to proceeds received from project refinancing to be used to pay-down the Orion Facility unless redeployed into other project financing (at the option of the Orion Agent and the lenders under the Orion Facility). (5) Short-term restricted cash and cash equivalents are amounts expected to be released and categorized as unrestricted cash within twelve months of the balance sheet date. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Oct. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 2 2 . Commitments and Contingencies Service Agreements Under the provisions of its service agreements, the Company provides services to maintain, monitor, and repair customer power plants to meet minimum operating levels. Under the terms of such service agreements, the particular power plant must meet a minimum operating output during defined periods of the term. If minimum output falls below the contract requirement, the Company may be subject to performance penalties and/or may be required to repair or replace the customer’s fuel cell module(s). Power Purchase Agreements Under the terms of the Company’s PPAs, customers agree to purchase power from the Company’s fuel cell power plants at negotiated rates. Electricity rates are generally a function of the customers’ current and estimated future electricity pricing available from the grid. As owner or lessee of the power plants, the Company is responsible for all operating costs necessary to maintain, monitor and repair the power plants. Under certain agreements, the Company is also responsible for procuring fuel, generally natural gas or Biogas, to run the power plants. In addition, under the terms of some of the PPAs, the Company may be subject to a performance penalty if the Company does not meet certain performance requirements. Other As of October 31, 2020, the Company had unconditional purchase commitments aggregating $34.7 million, for materials, supplies and services in the normal course of business. Legal Proceedings SEC Proceedings Between August 2005 and April 2017, we sold shares of our common stock pursuant to a series of “at-the-market” sales plans. The shares sold pursuant to these sales plans represented a portion of the shares registered by us pursuant to shelf registration statements we filed with the SEC during this time period. While we reported the number of shares we h a d so ld , along with th net proc e ed s earned by us from those sales omitted f r om the shelf r e gistration st a t e m ent s cer t ain info r m a t i on about t he offerings, including the speci f i plan of distr i bution and the natur e and te r m s of co m pensation or othe r ag ree m e n t s with an unde r w riters, dealers, o r agents, and for some offerings, also omitted t h speci f ic type and quantity o f securities of f ered; and we otherwise timely disclose the in f ormation that had been omitte d f r om the shelf registratio state m en t s, In 2018, we reported to the SEC Staff these sales and our failure to file or deliver prospectus supplements, and in response to our report, the SEC Staff opened an informal investigation of these sales. Following our self-report and the investigation by the SEC Staff and pursuant to our Offer of Settlement, on September 3, 2020, the SEC entered an order instituting cease-and-desist proceedings pursuant to Section 8A of the Securities Act, finding that we had violated Section 5(b)(2) of the Securities Act with respect to these sales and requiring us to cease and desist from committing or causing any violations and any future violations of Section 5(b)(2) but not imposing any civil penalties or disgorgement. Under the terms of the settlement, we consented to the entry of the order and neither admitted nor denied any of the SEC’s findings. Such a settlement, without a waiver by the SEC, would disqualify us from relying on the safe harbors from registration under the Securities Act set forth in Regulation A, Regulation D and Regulation Crowdfunding, following the effective date of the settlement. Accordingly, we submitted an application to the SEC for a waiver of disqualification under Regulation A and Regulation D. We did not seek a waiver under Regulation Crowdfunding as we do not expect to rely on crowdfunding in raising capital. On September 3, 2020, the SEC Staff granted the requested waivers with respect to Regulation A and Regulation D pursuant to delegated authority. POSCO Energy Matters From approximately 2007 through 2015, we relied on POSCO Energy to develop and grow the South Korean and Asian markets for our products and services. We received upfront license payments and were entitled to receive royalty income from POSCO Energy pursuant to certain manufacturing and technology transfer agreements, including the Alliance Agreement dated February 7, 2007 (and the amendments thereto), the Technology Transfer, License and Distribution Agreement dated February 7, 2007 (and the amendments thereto), the Stack Technology Transfer and License Agreement dated October 27, 2009 (and the amendments thereto), and the Cell Technology Transfer and License Agreement dated October 31, 2012 (and the amendments thereto) , which are collectively referred to herein as t he “License Agreements”. The License Agreements provided POSCO Energy with the exclusive technology rights to manufacture, sell, distribute and service our SureSource 300, SureSource 1500 and SureSource 3000 fuel cell technology in the South Korean and broader Asian markets. Due to certain actions and inactions of POSCO Energy, the Company has not realized any new material revenues, royalties or new projects developed by POSCO Energy since late 2015 . In November 2019, POSCO Energy spun-off its fuel cell business into a new entity, Korea Fuel Cell Co., Ltd. (“KFC”), without the Company’s consent. As part of the spin-off, POSCO Energy transferred manufacturing and service rights under the License Agreements to KFC, but retained distribution rights and severed its own liability under the License Agreements. The Company formally objected to POSCO Energy’s spin-off, and POSCO Energy posted a bond to secure any liabilities to the Company arising out of the spin-off. In September 2020, the Korean Electricity Regulatory Committee found that POSCO Energy’s spin-off of the fuel cell business to KFC may have been done in violation of South Korean law. On February 19, 2020, the Company notified POSCO Energy in writing that it was in material breach of the License Agreements by (i) its actions in connection with the spin-off of the fuel cell business to KFC, (ii) its suspension of performance through its cessation of all sales activities since late 2015 and its abandonment of its fuel cell business in Asia, and (iii) its disclosure of material nonpublic information to third parties and its public pronouncements about the fuel cell business on television and in print media that have caused reputational damage to the fuel cell business, the Company and its products. The Company also notified POSCO Energy that, under the terms of the License Agreements, it had 60 days to fully cure its breaches to the Company’s satisfaction and that failure to so cure would lead to termination of the License Agreements. Further, on March 27, 2020, the Company notified POSCO Energy of additional instances of its material breach of the License Agreements based on POSCO Energy’s failure to pay royalties required to be paid in connection with certain module replacements. On April 27, 2020, POSCO Energy initiated a series of three arbitration demands against the Company at the International Court of Arbitration of the International Chamber of Commerce seated in Singapore alleging certain warranty defects in a sub-megawatt conditioning facility at its facility in Pohang, South Korea and seeking combined damages of approximately $3.3 million. Prior to filing the arbitrations, POSCO Energy obtained provisional attachments from the Seoul Central District Court attaching certain revenues owed to the Company by Korea Southern Power Company (“KOSPO”) as part of such warranty claims, which has delayed receipt of certain payments owed to the Company. POSCO Energy subsequently sought additional provisional attachments on KOSPO revenues from the Seoul Central District Court based on unspecified warranty claims not yet filed in an additional amount of approximately $7 million, and additional provisional attachments on KOSPO revenues from the Seoul Central District Court based on its alleged counterclaims in the license termination arbitration described below in an additional amount of approximately $110 million. As of October 31, 2020, outstanding accounts receivable due from KOSPO were $4.8 million. On June 28, 2020, the Company terminated the License Agreements with POSCO Energy and filed a demand for arbitration against POSCO Energy and KFC in the International Court of Arbitration of the International Chamber of Commerce based on POSCO Energy’s (i) failure to exercise commercially reasonable efforts to sell the Company’s technology in the South Korean and Asian markets, (ii) disclosure of the Company’s proprietary information to third parties, (iii) attack on the Company’s stock price and (iv) spin-off of POSCO Energy’s fuel cell business into KFC without the Company’s consent. The Company has requested that the arbitral tribunal (a) confirm through declaration that POSCO Energy’s exclusive license to market the Company’s technology and products in South Korea and Asia is null and void as a result of the breaches of the License Agreements and that the Company has the right to pursue direct sales in these markets, (b) order POSCO Energy and KFC to compensate the Company for losses and damages suffered in the amount of more than $200 million, and (c) order POSCO Energy and KFC to pay the Company’s arbitration costs, including counsel fees and expenses. The Company has retained outside counsel on a contingency basis to pursue its claims, and outside counsel has entered into an agreement with a litigation finance provider to fund the legal fees and expenses of the arbitration. In October 2020, POSCO Energy filed a counterclaim in the arbitration (x) seeking approximately $880 million in damages based on allegations that the Company misrepresented the capabilities of its fuel cell technology to induce POSCO Energy to enter into the License Agreements and failed to turn over know-how sufficient for POSCO Energy to successfully operate its business; (y) seeking a declaration that the License Agreements remain in full force and effect and requesting the arbitral tribunal enjoin the Company from interfering in POSCO Energy’s exclusive rights under the License Agreements and (z) seeking an order that the Company pay POSCO Energy’s arbitration costs, including counsel fees and expenses . The Company has discontinued revenue recognition of the deferred license revenue related to the terminated POSCO Energy License Agreements given the pending arbitration and will continue to evaluate this deferred revenue in future periods. On August 28, 2020, POSCO Energy filed a complaint in the Court of Chancery of the State of Delaware (the “Court”) purportedly seeking to enforce its rights as a stockholder of the Company to inspect and make copies and extracts of certain books and records of the Company and/or the Company’s subsidiaries pursuant to Section 220 of the Delaware General Corporation Law and/or Delaware common law. POSCO Energy alleges that it is seeking to inspect these documents for a proper purpose reasonably related to its interests as a stockholder of the Company, including investigating whether the Company’s Board of Directors and its management breached their fiduciary duties of loyalty, due care, and good faith. POSCO Energy seeks an order of the Court permitting POSCO Energy to inspect and copy the demanded books and records, awarding POSCO Energy reasonable costs and expenses, including reasonable attorney’s fees incurred in connection with the matter, and granting such other and further relief as the Court deems just and proper. On September 14, 2020, POSCO Energy filed a complaint in the United States District Court for the Southern District of New York alleging that the Company delayed the removal of restrictive legends on certain share certificates held by POSCO Energy in 2018, thus precluding POSCO Energy from selling the shares and resulting in claimed losses in excess of $1,000,000. The Company does not believe that any of the arbitrations or legal proceedings brought against the Company by POSCO Energy are for a proper purpose. Further, the Company believes that all such arbitrations and legal proceedings are in fact simply fulfillment of POSCO Energy’s prior threats to file a series of actions against the Company and are attempts to obtain leverage over the Company and, in certain proceedings, gain advantage in the pending arbitration filed by the Company against POSCO Energy. The Company will vigorously defend itself against POSCO Energy’s claims in all forums and believes it will be apparent at the conclusion of each matter that each action was filed for an improper purpose. Other Legal Proceedings From time to time, the Company is involved in other legal proceedings, including, but not limited to, regulatory proceedings, claims, mediations, arbitrations and litigation, arising out of the ordinary course of its business (“Other Legal Proceedings”). Although the Company cannot assure the outcome of such Other Legal Proceedings, management presently believes that the result of such Other Legal Proceedings, either individually, or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial statements, and no material amounts have been accrued in the Company’s consolidated financial statements with respect to these matters. Impact of the COVID-19 Pandemic On March 18, 2020, in response to the COVID-19 pandemic, we temporarily suspended operations at our Torrington, Connecticut manufacturing facility and also ordered those employees that could work from home to do so. T he Company resumed operations in the manufacturing facility on June 22, 2020. All The Company continues to encourage a remote work protocol for portions of the workforce due to the continuing pandemic. We continue to evaluate our ability to operate in light of recent resurgences of COVID-19 and the advisability of continuing operations based on federal, state and local guidance, evolving data concerning the pandemic and the best interests of our employees, customers and stockholders. While we have attempted to continue business development activities during the pandemic, state and local shut downs, shelter in place orders and travel restrictions have impeded our ability to meet with customers and solicit new business, and certain bids and solicitations in which we typically participate have been postponed. We expect these impacts to continue until such shut downs, shelter in place orders and travel restrictions are fully lifted and bids and solicitations are allowed to proceed. We have not experienced any material impacts to our supply chain, construction or service activities to date. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Oct. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 23. Supplemental Cash Flow Information The following represents supplemental cash flow information, including amounts effectively settled as described in Note 3. “Acquisitions” (dollars in thousands): Year Ended October 31, 2020 2019 2018 Cash interest paid $ 8,376 $ 4,091 $ 4,486 Income taxes paid 2 48 2 Noncash financing and investing activity: Noncash reclassification between inventory and project assets 1,152 — 10,793 Acquisition of project assets — 16,704 — Series C Preferred stock conversions — 15,491 20,220 Series C preferred share modification — (6,047 ) — Series D preferred share conversions — 31,183 — Director stock compensation 104 102 282 Reclassification of value of executive share-based compensation 434 — — Addition of operating lease liabilities 899 — — Addition of operating lease right-of-use assets 899 — — Cashless warrant exercises 25,994 — — Reclassification to equity of warrant liability for warrant exercises 9,783 — — Accrued purchase of fixed assets, cash paid to be paid in subsequent period 39 71 1,579 Accrued purchase of project assets, cash to be paid in subsequent period 502 222 3,115 |
Quarterly Information (Unaudite
Quarterly Information (Unaudited) | 12 Months Ended |
Oct. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Information (Unaudited) | Note 24. Quarterly Information (Unaudited) Selected unaudited financial data for each quarter of fiscal year 2020 and 2019 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, 2020 Revenues $ 16,264 $ 18,880 $ 18,728 $ 16,999 $ 70,871 Gross profit (loss) 3,281 167 (3,128 ) (8,045 ) (7,725 ) Loss from operations (3,140 ) (8,142 ) (10,762 ) (17,122 ) (39,166 ) Net loss (40,151 ) (14,769 ) (15,331 ) (18,856 ) (89,107 ) Series B preferred stock dividends (931 ) (800 ) (800 ) (800 ) (3,331 ) Net loss to common stockholders (41,082 ) (15,569 ) (16,131 ) (19,656 ) (92,438 ) Net loss to common stockholders per basic and diluted common share (1) $ (0.20 ) $ (0.07 ) $ (0.07 ) $ (0.08 ) (0.42 ) Year ended October 31, 2019 Revenues $ 17,783 $ 9,216 $ 22,712 $ 11,041 $ 60,752 Gross (loss) profit (2,205 ) (3,640 ) 7,965 (23,389 ) (21,269 ) Loss from operations (15,244 ) (17,623 ) (1,070 ) (32,992 ) (66,929 ) Net loss (17,548 ) (19,530 ) (5,311 ) (35,179 ) (77,568 ) Series A warrant exchange - (3,169 ) - - (3,169 ) Series B preferred stock dividends (800 ) (800 ) (810 ) (821 ) (3,231 ) Series C preferred stock deemed (dividends) contributions and redemption value adjustment (9,005 ) 1,599 884 - (6,522 ) Series D preferred stock deemed dividends and redemption accretion (5,685 ) (976 ) (3,091 ) (3 ) (9,755 ) Net loss to common stockholders (33,038 ) (22,876 ) (8,328 ) (36,003 ) (100,245 ) Net loss to common stockholders per basic and diluted common share (1) $ (3.97 ) $ (2.06 ) $ (0.18 ) $ (0.23 ) $ (1.82 ) (1) The full year net loss to common stockholders per basic and diluted common share may not equal the sum of the quarters due to weighting of outstanding shares. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Oct. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 25. Subsequent Events December Common Stock Offering In December of 2020, the Company and the lenders under the Orion Credit Agreement (the “Selling Stockholders”) (see Note 14. “Debt” for the names of the lenders/Selling Stockholders) completed a public offering of the Company’s common stock. In connection with this public offering, the Company and the Selling Stockholders entered into an underwriting agreement pursuant to which (i) the Company agreed to issue and sell to the underwriters 19,822,219 shares of the Company’s common stock, plus up to 5,177,781 shares of common stock pursuant to an option to purchase additional shares, and (ii) the Selling Stockholders agreed to sell to the underwriters 14,696,320 shares of common stock, in each case at a price to the public of $6.50 per share. The underwriters exercised their option to purchase additional shares, resulting in the issuance and sale by the Company at the closing of the offering of a total of 25,000,000 shares of common stock. The offering closed on December 4, 2020. Gross proceeds from the sale of common stock by the Company in the offering were $162.5 million. of common stock in the offering Upon closing of the offering, the number of shares of the Company’s common stock outstanding was 319,706,758. The Company and the Selling Stockholders paid underwriting discounts and commissions of $0.2275 per share, and net proceeds to the Company were approximately $156.3 million after deducting such underwriting discounts and commissions and other estimated offering expenses. In addition, in connection with the offering, the Company and its directors and officers entered into a customary 90-day lock-up agreement with the underwriters party to the underwriting agreement. As part of the offering, J.P. Morgan Securities LLC waived lock-up restrictions entered into in connection with the common stock offering consummated on October 2, 2020 with respect to all of the shares sold in this offering by the Company and the Selling Stockholders. J.P. Morgan Securities LLC also waived all remaining lock-up restrictions applicable to the Selling Stockholders, including with respect to the then-outstanding warrants held by the Selling Stockholders to purchase up to 2,700,000 shares of common stock (which warrants were issued pursuant to the Orion Credit Agreement), and the Selling Stockholders did not enter into new lock-up agreements in connection with the offering. Orion Credit Agreement -- Payoff of All Obligations On November 30, 2020, the Company, its subsidiary guarantors, and the Orion Agent entered into a payoff letter with respect to the Orion Credit Agreement (the “Orion Payoff Letter”). Pursuant to the Orion Payoff Letter, on December 7, 2020, the Company paid a total of $87.3 million to the Orion Agent, representing the outstanding principal, accrued but unpaid interest, prepayment premium, fees, costs and other expenses due and owing under the Orion Facility and the Orion Credit Agreement and related loan documents, in full repayment of the Company’s outstanding indebtedness under the Orion Facility and the Orion Credit Agreement and related loan documents. In accordance with the Orion Payoff Letter, the aggregate prepayment premium set forth in the Orion Credit Agreement was reduced from approximately $14.9 million to $4 million and the Orion Agent, on behalf of itself and the lenders, agreed that any portion of the prepayment premium that would otherwise be required to be paid pursuant to the Orion Credit Agreement in excess of $4 million was waived by the Orion Agent and the lenders. Concurrently with the Orion Agent’s receipt of full payment pursuant to the Orion Payoff Letter, the Orion Agent released all of the collateral from the liens granted under the security documents associated with the Orion Facility (which included the release of $11.2 million of restricted cash to the Company, which became unrestricted cash), and the Company and its subsidiaries were unconditionally released from their respective obligations under the Orion Credit Agreement (and related loan documents) and the Orion Facility without further action. With the termination of the Orion Facility and the Orion Credit Agreement and related loan documents, the lenders no longer have the right to appoint representatives to attend the Company’s Board of Director meetings as observers. Warrant Exercise On December 7, 2020, all remaining Orion Warrants were exercised to purchase a total of 2,700,000 shares of the Company’s common stock for an aggregate exercise price of $653,400 (or $0.242 per share). Enbridge/Series 1 Preferred Shares – Payoff of All Obligations In December 2020, the Company, FCE Ltd., and Enbridge entered into a payoff letter (the “Enbridge Payoff Letter”) pursuant to which the Company paid all amounts owed to Enbridge under the terms of the Series 1 Preferred Shares. As of December 31, 2020, the amount owed to Enbridge under the Series 1 Preferred Shares totaled Cdn. $27.4 million, which included Cdn. $4.3 million of principal and Cdn. $23.1 million of accrued dividends. On December 18, 2020, the Company remitted payment totaling Cdn. $27.4 million, or approximately $21.5 million U.S. dollars, to Enbridge. Concurrent with receipt of the payment from the Company, Enbridge surrendered its Series 1 Preferred Shares in FCE Ltd., and the Guarantee and the January 2020 Letter Agreement (in each case as defined above) were terminated. All obligations related to the Series 1 Preferred Shares were extinguished upon payment. |
Nature of Business, Basis of _2
Nature of Business, Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Oct. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation FuelCell Energy, Inc., together with its subsidiaries (the “Company”, “FuelCell Energy”, “we”, “us”, or “our”), is a leading integrated fuel cell company. Founded in 1969, FuelCell Energy is a manufacturer of fuel cell clean power platforms delivering power and thermal energy and capable of delivering hydrogen, long-duration hydrogen energy storage, and carbon capture applications. We develop turn-key distributed power generation solutions and operate and provide comprehensive service for the life of the power plant. FuelCell Energy is focused on growing its global presence in delivering environmentally responsible distributed baseload power solutions through its proprietary, molten-carbonate and solid oxide fuel cell technologies. We are working to expand the proprietary technologies that we have developed over the past five decades into new product platforms, applications, markets and geographies. Our mission and purpose is to utilize our proprietary, state-of-the-art fuel cell platforms to enable a world empowered by clean energy and contribute to climate change mitigation. FuelCell Energy’s platforms are capable of reducing the global environmental footprint of baseload power generation by providing environmentally responsible solutions for reliable electrical power, distributed hydrogen, electrolysis, long-duration hydrogen-based energy storage, Carbon Capture, Microgrid applications, hot water, steam, and chilling. Our customer base includes utility companies, municipalities, universities, hospitals, government entities/military bases and a variety of industrial and commercial enterprises. Our leading geographic markets are currently the United States and South Korea, and we are pursuing opportunities in other countries around the world. The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. On May 8, 2019, the Company effected a 1-for-12 reverse stock split, reducing the number of the Company’s common shares outstanding on that date from 183,411,230 shares to 15,284,269 shares. The number of authorized shares of common stock remained unchanged at 225,000,000 shares and the number of authorized shares of preferred stock remained unchanged at 250,000 shares. Additionally, the conversion rate of our Series B Preferred Stock (as defined elsewhere herein), the conversion price of our Series C Preferred Stock and Series D Preferred Stock (each as defined elsewhere herein), the exchange price of the Series 1 Preferred Shares (as defined elsewhere herein), the exercise price of all then outstanding options and warrants, and the number of shares then-reserved for future issuance pursuant to our equity compensation plans were all adjusted proportionately in connection with the reverse stock split. All share and per share amounts, conversion prices, and exercise prices presented herein with respect to periods or dates prior to, or instruments in existence prior to, May 8, 2019 have been adjusted retroactively to reflect these changes. |
Liquidity | Liquidity Our principal sources of cash have been sales of our common stock through public equity offerings, proceeds from third party debt such as borrowings under our credit facilities, project financing and tax monetization transactions, proceeds from the sale of our projects as well as research and development and service and license agreements with third parties. We have utilized this cash to develop and construct power plants, develop Advanced Technologies, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs. As of October 31, 2020, unrestricted cash and cash equivalents totaled $149.9 million compared to $9.4 million as of October 31, 2019. Subsequent to the end of fiscal year 2020, in December 2020, the Company closed an underwritten offering of 25.0 et proceeds to the Company were approximately $156.3 million after deducting underwriting discounts and commissions and other offering expenses. Proceeds from this offering have been utilized as follows • Extinguishment of Senior Secured Debt : On December 7, 2020, the Company paid $87.3 million to settle the outstanding principal, accrued but unpaid interest, prepayment premium, fees, costs and other expenses due and owing to the Orion Agent and the lenders under the Orion Facility and the Orion Credit Agreement (in each case as defined elsewhere herein) and related loan documents. Concurrently, the Orion Agent released all of the collateral from the liens granted under the security documents associated with the Orion Facility, which included the release of $11.2 million of restricted cash to the Company. • Payment Under the Series 1 Preferred Shares : On December 17, 2020, the Company paid all amounts owed to Enbridge Inc. (“Enbridge”) under the Series 1 Preferred Shares ( as defined elsewhere herein) , totaling Cdn. $ 27.4 million, or approximately $ 21.5 million in U.S. dollars. Following such payment, Enbridge surrendered its shares in FCE Ltd. (as defined elsewhere herein) and the related Guarantee and January 2020 Letter Agreement (in each case, as defined elsewhere herein) were terminated . • Working Capital: The remaining $47.5 million of proceeds from the offering is unrestricted cash and may be used to acc e le r a t e th e d eve lopmen t an d comme r ci a liz a tion of our solid o xide pl a t f o r m and f or p r oject d eve lopment, p r oject f inancing, working capital support and other gene r a l corpo r a te purpose s. We believe that our unrestricted cash and cash equivalents, expected receipts from our contracted backlog, and release of short-term restricted cash less expected disbursements over the next twelve months will be sufficient to allow the Company to meet its obligations for at least one year from the date of issuance of these financial statements. To date, we have not achieved profitable operations or sustained positive cash flow from operations. The Company’s future liquidity will depend on its ability to (i) timely complete current projects in process within budget, (ii) increase cash flows from its generation portfolio, including by meeting conditions required to timely commence operation of new projects, operating its generation portfolio in compliance with minimum performance guarantees and operating its generation portfolio in accordance with revenue expectations, (iii) obtain financing for project construction, (iv) obtain permanent financing for its projects once constructed, (v) increase order and contract volumes, which would lead to additional product sales, services agreements and generation revenues, (vi) obtain funding for and receive payment for research and development under current and future Advanced Technologies contracts, (vii) implement the cost reductions necessary to achieve profitable operations, (viii) manage working capital and the Company's unrestricted cash balance and (ix) access the capital markets to raise funds through the sale of equity securities, convertible notes, and other equity-linked instruments, all of which will require an increase in authorized shares, and/or other debt instruments. Our business model requires substantial outside financing arrangements and satisfaction of the conditions of such financing arrangements to construct and deploy our projects and facilitate the growth of our business. We have obtained financing through the debt and equity markets during and subsequent to the fiscal year ended October 31, 2020. In future periods, the Company expects to As of December 31, 2020, we had 15,093,242 shares of common stock available for issuance, excluding treasury stock, of which 5,185,674 shares were reserved for issuance under various warrants and equity awards, upon conversion of preferred stock, and under our employee stock purchase and equity incentive plans. The limited number of shares of our common stock available for issuance will limit our ability to raise capital in the equity markets and satisfy obligations with shares instead of cash, which could adversely affect our business and operations. We plan to seek stockholder approval to increase the number of shares of common stock we are authorized to issue, but such approval may not be obtained. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash All cash equivalents consist of investments in money market funds with original maturities of three months or less at the date of acquisition. We place our temporary cash investments with high credit quality financial institutions. |
Inventories and Advance Payments to Vendors | Inventories and Advance Payments to Vendors Inventories consist principally of raw materials and work-in-process. Cost is determined using the first-in, first-out cost method. 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 platforms. |
Project Assets | Project Assets Project assets consist of capitalized costs for fuel cell projects in various stages of development, including those projects with respect to which we have entered into power purchase agreements (“PPAs”), those projects with respect to which we expect to secure long-term contracts and those projects retained by the Company under a merchant model. Such development costs are generally incurred prior to entering into a definitive sales or long-term financing agreement for the project. Project assets also includes capitalized costs for fuel cell projects which are the subject of a sale-leaseback transaction with PNC Energy Capital, LLC (“PNC”) or Crestmark Equipment Finance, a division of MetaBank (“Crestmark”). Project asset costs include costs for developing and constructing a complete turn-key fuel cell project. Development costs can include legal, consulting, permitting, interconnect, and other similar costs. To the extent we enter into a definitive sales agreement, we expense project assets to cost of sales after the respective project asset is sold to a customer and all revenue recognition criteria have been met. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation which is recorded based on the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on the straight-line method over the shorter of the estimated useful lives of the assets or the term of the lease. When property is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. |
Goodwill and Indefinite-Lived Intangibles | Goodwill and Indefinite-Lived Intangibles Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination and is reviewed for impairment at least annually. The intangible asset represents indefinite-lived in-process research and development for cumulative research and development efforts associated with the development of Solid Oxide Fuel Cell stationary power generation and is also reviewed at least annually for impairment. Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other" (“ASC 350”) permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the goodwill impairment test required under ASC 350. The Company completed its annual impairment analysis of goodwill and the in-process research & development assets (“IPR&D”) as of July 31, 2020 and 2019. The goodwill and IPR&D asset are both held by the Company’s Versa Power Systems, Inc. (“Versa”) reporting unit. Goodwill and the IPR&D asset are also reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit or IPR&D asset is more likely than not below its carrying value. No impairment charges were recorded during the fiscal years ended October 31, 2020, 2019 and 2018. |
Impairment of Long Lived Assets (Including Project Assets) | Impairment of Long-Lived Assets (including Project Assets) Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, we compare the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. |
Revenue Recognition | Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) Topic 606: Revenue from Contracts with Customers Revenue from Contracts with Customers, A contract is accounted for when there has been approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Performance obligations under a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. In certain instances, the Company has concluded distinct goods or services should be accounted for as a single performance obligation that is a series of distinct goods or services that have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgment to determine whether the customer can benefit from the goods or services either on their own or together with other resources that are readily available to the customer (the goods or services are distinct) and if the promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract (the goods or services are distinct in the context of the contract). If these criteria are not met, the promised services are accounted for as a single performance obligation. The transaction price is determined based on the consideration that the Company will be entitled to in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price, generally utilizing the expected value method. Determining the transaction price requires judgment. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. Standalone selling price is determined by the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price by taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Performance obligations are satisfied either over time or at a point in time as discussed in further detail below. In addition, the Company’s contracts with customers generally do not include significant financing components or non-cash consideration. The Company has elected practical expedients in the accounting guidance that allow for revenue to be recorded in the amount that the Company has a right to invoice, if that amount corresponds directly with the value to the customer of the Company's performance to date, and that allow the Company not to disclose related unsatisfied performance obligations. The Company records any amounts that are billed to customers in excess of revenue recognized as deferred revenue and revenue recognized in excess of amounts billed to customers as unbilled receivables. Revenue streams are classified as follows: Product. Includes the sale of completed project assets, sale and installation of fuel cell power platforms including site engineering and construction services, and the sale of modules, balance of plant (“BOP”) components and spare parts to customers. Service. Includes performance under long-term service agreements for power platforms owned by third parties. License and royalty. Includes license fees and royalty income from the licensure of intellectual property. Generation. Includes the sale of electricity under PPAs and utility tariffs from project assets retained by the Company. This also includes revenue received from the sale of other value streams from these assets including the sale of heat, steam, capacity and renewable energy credits. Advanced Technologies. Includes revenue from customer-sponsored and government-sponsored Advanced Technologies projects. See below for discussion of revenue recognition under Topic 606 by disaggregated revenue stream. Completed project assets Contracts for the sale of completed project assets include the sale of the project asset, the assignment of the service agreement, and the assignment of the PPA. The relative stand-alone selling price is estimated and is used as the basis for allocation of the contract consideration. Revenue is recognized upon the satisfaction of the performance obligations, which includes the transfer of control of the project asset to the customer, which is when the contract is signed and the PPA is assigned to the customer. See below for further discussion regarding revenue recognition for service agreements. The revenue recognition for completed project assets under Topic 606 is consistent with treatment under ASC 605, Revenue Recognition Contractual payments related to the sale of the project asset and assignment of the PPA are generally received up-front. Payment terms for service agreements are generally ratable over the term of the agreement. Service agreements Service agreements represent a single performance obligation whereby the Company performs all required maintenance and monitoring functions, including replacement of modules, to ensure the power platform(s) under the service agreement generate a minimum power output. To the extent the power platform(s) under service agreements do not achieve the minimum power output, certain service agreements include a performance guarantee penalty. Performance guarantee penalties represent variable consideration, which is estimated for each service agreement based on past experience, using the expected value method. The net consideration for each service agreement is recognized using costs incurred to date relative to total estimated costs at completion to measure progress. The Company reviews its cost estimates on service agreements on a quarterly basis and records any changes in estimates on a cumulative catch-up basis. Loss accruals for service agreements are recognized to the extent that the estimated remaining costs to satisfy the performance obligation exceed the estimated remaining unrecognized net consideration. Estimated losses are recognized in the period in which losses are identified. Payment terms for service agreements are generally ratable over the term of the agreement. Advanced Technologies contracts Advanced Technologies contracts include the promise to perform research and development services and, as such, this represents one performance obligation. Revenue from most government sponsored Advanced Technologies projects is recognized as direct costs are incurred plus allowable overhead less cost share requirements, if any. Revenue is only recognized to the extent the contracts are funded. Revenue from previous fixed price Advanced Technologies projects is recognized using the cost to cost input method. Revenue recognition for research performed under the EMRE Joint Development Agreement (as defined elsewhere herein) also falls into the practical expedient category where revenue is recorded consistent with the amounts invoiced. Payments are based on costs incurred for government sponsored Advanced Technologies projects and upon completion of milestones for previous fixed-price Advanced Technologies projects. Payments under the EMRE Joint Development Agreement are based on time spent and material costs incurred. License agreements The Company entered into the License Agreements (as defined elsewhere herein) with POSCO Energy Co., Ltd. (“POSCO Energy”) in 2007, 2009 and 2012. These agreements were terminated by the Company in June 2020, which is subject to dispute by POSCO Energy (for more information, refer to Note 22. “Commitments and Contingencies”). Prior to the date of termination, i n connection with the adoption of Topic 606, several performance obligations were identified under the License Agreements, including previously satisfied performance obligations for the transfer of licensed intellectual property, two performance obligations for specified upgrades of the previously licensed intellectual property, a performance obligation to deliver unspecified upgrades to the previously licensed intellectual property on a when-and-if-available basis, and a performance obligation to provide technical support for previously delivered intellectual property. • The performance obligations related to the specified upgrades would have been satisfied and the related consideration recognized as revenue upon the delivery of the specified upgrades. The Company did not recognize any revenue in fiscal years 2019 and 2020 related to specified upgrades. • The performance obligations for unspecified upgrades and technical support were being recognized on a straight-line basis over the license term on the basis that this represented the method that best depicted the progress towards completion of the related performance obligations. The Company recognized revenue totaling $0.8 million and $1.1 million for the years ended October 31, 2020 and 2019, respectively, related to unspecified upgrades. All fixed consideration for the License Agreements was previously collected. The Company has discontinued revenue recognition of the deferred license revenue related to the terminated POSCO Energy License Agreements given the pending arbitration and will continue to evaluate this deferred revenue in future periods. The Company entered into the EMRE Joint Development Agreement on November 5, 2019. The Company recorded license revenue of $4.0 million in association with this agreement for the fiscal year ended October 31, 2020 which revenue was considered at a point-in-time upon the signing of the contract as the license is considered functional intellectual property because it has standalone functionality, the customer can use this intellectual property as it exists at a point in time and no further services are required from the Company. Effective as of June 11, 2019, the Company entered into a License Agreement with EMRE (the “EMRE License Agreement”), pursuant to which the Company agreed, subject to the terms of the EMRE License Agreement, to grant EMRE and its affiliates a non-exclusive, worldwide, fully paid, perpetual, irrevocable, non-transferrable license and right to use the Company’s patents, data, know-how, improvements, equipment designs, methods, processes and the like to the extent it is useful to research, develop, and commercially exploit Carbonate Fuel Cells in applications in which the fuel cells concentrate carbon dioxide from industrial and power sources and for any other purpose attendant thereto or associated therewith. Such right and license is sublicensable to third parties performing work for or with EMRE or its affiliates, but shall not otherwise be sublicensable. Upon the payment by EMRE to the Company of $10.0 million, which was received by the Company on June 14, 2019, EMRE and its affiliates were fully vested in the rights and licenses granted in the EMRE License Agreement, and any further obligations under the EMRE License Agreement are considered by the Company to be minimal. As a result, the total contract value of $10.0 million was recorded as revenue for the year ended October 31, 2019. Generation revenue For certain project assets where customers purchase electricity from the Company under PPAs, the Company has determined that these agreements should be accounted for as operating leases pursuant to ASC 842, Leases Revenue Recognition Policy Prior to the Implementation of Topic 606 Prior to the implementation of Topic 606, the revenue recognition policy for the fiscal year ended October 31, 2018 was as follows: The Company earned revenue from (i) the sale and installation of fuel cell power platforms including site engineering and construction services, (ii) the sale of completed project assets, (iii) equipment only sales (modules, BOP, component part kits and spare parts to customers), (iv) performance under long-term service agreements, (v) the sale of electricity and other value streams under PPAs and utility tariffs from project assets retained by the Company, (vi) license fees and royalty income from manufacturing and technology transfer agreements, and (vii) government and customer-sponsored Advanced Technologies projects. For customer contracts where the Company was responsible for the supply of equipment and site construction (full turn-key construction project) and ha d adequate cost history and estimating experience, and with respect to which management believe d it could reasonably estimate total contract costs, revenue was recognized under the percentage of completion method of accounting. The use of percentage of completion accounting requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the contract, the nature and complexity of the work to be performed and total project costs. Our estimates were based upon the professional knowledge and experience of our engineers, project managers and other personnel, who reviewed 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 were identified, such revisions could result in current period adjustments to operations applicable to performance in prior periods. Revenues were recognized based on the percentage of the contract value that had incurred costs to date as compared to estimated total contract costs, after giving effect to estimates of costs to complete based on the most recent information. For customer contracts for new or significantly customized products, where management did not believe it had the ability to reasonably estimate total contract costs, revenue was recognized using the completed contract method and therefore all revenue and costs for the contract were deferred and not recognized until installation and acceptance of the power plant was complete. We recognized anticipated contract losses as soon as they became known and estimable. Actual results varied from initial estimates and estimates were updated as conditions changed . Revenue from equipment only sales where the Company did not have the obligations associated with overall construction of the project (modules, BOPs, fuel cell kits and spare parts sales) was recognized upon shipment or title transfer under the terms of the customer contract. Terms for certain contracts provided for a transfer of title and risk of loss to our customers at our factory locations and certain key suppliers upon completion of our contractual requirement to produce products and prepare the products for shipment. Revenue from service agreements was generally recorded ratably over the term of the service agreement, as the Company’s performance of routine monitoring and maintenance under these service agreements was generally expected to be incurred on a straight-line basis. For service agreements where the Company expected to have module exchanges at some point during the term (generally service agreements in excess of five years), the costs of performance were not expected to be incurred on a straight-line basis, and therefore, a portion of the initial contract value related to the module exchange(s) was deferred and was recognized upon such module replacement event(s). The Company recognized license fees and other revenue over the term of the associated agreement. The Company recorded license fees and royalty income from POSCO Energy as a result of the License Agreements entered into in 2007, 2009 and 2012. Under PPAs and project assets retained by the Company, revenue from the sale of electricity and other value streams were recognized as electricity was provided to customers. These revenues were classified as generation revenues. Advanced Technologies contracts were entered into with both private industry and government entities. Revenue from most government sponsored Advanced Technologies projects was recognized as direct costs were incurred plus allowable overhead less cost share requirements, if any. Revenue from fixed price Advanced Technologies projects was recognized using percentage of completion accounting. Advanced Technologies programs were often multi-year projects or structured in phases with subsequent phases dependent on reaching certain milestones prior to additional funding being authorized. Government contracts were typically structured with cost-reimbursement and/or cost-shared type contracts or cooperative agreements. We were reimbursed for reasonable and allocable costs up to the reimbursement limits set by the contract or cooperative agreement, and on certain contracts we were reimbursed only a portion of the costs incurred. |
Sale-Leaseback Accounting | Sale-Leaseback Accounting The Company, through certain wholly-owned subsidiaries, has entered into sale-leaseback transactions for commissioned project assets where we have entered into a PPA with a customer who is both the site host and end user of the power. Due to the Company not meeting criteria to account for the transfer of the project assets as a sale, sale accounting is precluded. Accordingly, the Company uses the financing method to account for these transactions. Under the financing method of accounting for a sale-leaseback, the Company does not derecognize the project assets and does not recognize as revenue any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as financing obligations and leaseback payments made by the Company are allocated between interest expense and a reduction to the financing obligation. Interest on the financing obligation is calculated using the Company’s incremental borrowing rate at the inception of the arrangement on the outstanding financing obligation. While we receive financing for the related power plant asset, we have not recognized revenue on the sale- leaseback transaction s . Instead, revenue is recognized with respect to the related PPAs in accordance with the Company’s policies for recognizing generation revenues . |
Warranty and Service Expense Recognition | Service Expense Recognition We warranty our products for a specific period of time against manufacturing or performance defects. Our U.S. warranty is generally limited to a term of 15 months after shipment or 12 months after acceptance of our products. We accrue for estimated future warranty costs based on historical experience. We also provide for a specific accrual if there is a known issue requiring repair during the warranty period. Estimates used to record warranty accruals are updated as we gain further operating experience. In addition to the standard product warranty, we have entered into service agreements with certain customers to provide monitoring, maintenance and repair services for fuel cell power platforms. Under the terms of these service agreements, the power platform must meet a minimum operating output during the term. If the minimum output falls below the contract requirement, we may be subject to performance penalties or may be required to repair and/or replace the customer's fuel cell module. The Company records loss accruals for service agreements when the estimated cost of future module exchanges and maintenance and monitoring activities exceeds the remaining unrecognized contract value. Estimates for future costs on service agreements are determined by a number of factors including the estimated remaining life of the module, used replacement modules available and future operating plans for the power platform. Our estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations for each contract. At the end of our service agreements, customers are expected to either renew the service agreement or, based on the Company's rights to title of the module, the module will be returned to the Company as the platform is no longer being maintained. |
Research and Development Costs | Research and Development Costs We perform both customer-sponsored research and development projects based on contractual agreements with customers and company-sponsored research and development projects. Costs incurred for customer-sponsored projects include manufacturing and engineering labor, applicable overhead expenses, materials to build and test prototype units and other costs associated with customer-sponsored research and development contracts. Costs incurred for customer-sponsored projects are recorded as cost of Advanced Technologies contract revenues in the Consolidated Statements of Operations and Comprehensive Loss. Costs incurred for company-sponsored research and development projects consist primarily of labor, overhead, materials to build and test prototype units and consulting fees. These costs are recorded as research and development expenses in the Consolidated Statements of Operations and Comprehensive Loss. |
Concentrations | Concentrations We contract with a concentrated number of customers for the sale of our products, for service agreement contracts and for Advanced Technologies contracts. For the years ended October 31, 2020, 2019 and 2018, our top customers accounted for 86%, 81% and 88%, respectively, of our total annual consolidated revenue. The percent of consolidated revenues from each customer for the years ended October 31, 2020, 2019 and 2018, respectively, are presented below. 2020 2019 2018 ExxonMobil Research and Engineering Company (EMRE) 32 % 40 % 6 % UIL Holdings Corporation 18 % 1 % 2 % Connecticut Light and Power 17 % 11 % — % U.S. Department of Energy (DOE) 9 % 6 % 8 % Clearway Energy (formerly NRG Yield, Inc.) 6 % 1 % 15 % Pfizer, Inc. 4 % 6 % 4 % Dominion Bridgeport Fuel Cell, LLC (a) — % 13 % 3 % POSCO Energy — % 3 % 5 % Hanyang Industrial Development Co., Ltd. (HYD) — % — % 35 % AEP Onsite Partners, LLC — % — % 10 % Total 86 % 81 % 88 % (a) All of the outstanding membership interests in Dominion Bridgeport Fuel Cell, LLC were acquired by the Company on May 9, 2019. As a result of this acquisition, revenue is now (subsequent to the acquisition) recognized under the related PPA for electricity sales to Connecticut Light and Power. |
Derivatives | Derivatives We do not use derivatives for speculative or trading purposes. The Company has an interest rate swap that is adjusted to fair value on a quarterly basis. The fair value adjustment is based on Level 2 inputs including primarily the forward LIBOR curve available to swap dealers. The fair value methodology involves comparison of (i) the sum of the present value of all monthly variable rate payments based on a reset rate using the forward LIBOR curve and (ii) the sum of the present value of all monthly fixed rate payments on the notional amount which is equivalent to the outstanding principal amount of the loan. Refer to Note 14. “Debt” for further details. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Estimates are used in accounting for, among other things, revenue recognition, lease right-of-use assets and liabilities, contract loss accruals, excess, slow-moving and obsolete inventories, product warranty accruals, loss accruals on service agreements, share-based compensation expense, allowance for doubtful accounts, depreciation and amortization, impairment of goodwill and in-process research and development intangible assets, impairment of long-lived assets (including project assets), and contingencies. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation The translation of the financial statements of FCE Korea Ltd., FCES GmbH and Versa Power Systems Ltd. results in translation gains or losses, which are recorded in accumulated other comprehensive loss within stockholders’ equity. Our Canadian subsidiary, FCE FuelCell Energy Ltd., is financially and operationally integrated and the functional currency is the U.S. dollar. We are also subject to foreign currency transaction gains and losses as certain transactions are denominated in foreign currencies. We recognized net foreign currency transaction gains (losses) of $0.2 million, $(0.1) million and $0.3 million for the years ended October 31, 2020, 2019 and 2018, respectively. These amounts have been included in Other income, net in the Consolidated Statements of Operations and Comprehensive Loss. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance The Company adopted ASC 842, “Leases” (“Topic 842” or “ASC 842”) on November 1, 2019. ASC 842, including all the related amendments subsequent to its issuance, supersedes the prior guidance for lease accounting and requires lessees to recognize a right-of-use (“ROU”) asset representing the right to use an underlying asset and a lease liability representing the obligation to make lease payments over the lease term for substantially all leases, as well as disclose key quantitative and qualitative information about leasing arrangements. Upon adoption, the Company recognized an operating lease liability of approximately $10.3 million and corresponding operating lease ROU assets of approximately $10.1 million. There was no cumulative effect of the adoption recorded to accumulated deficit. There was no significant net effect on the Consolidated Statements of Operations and Comprehensive Loss. Refer to Note 13. “Leases” for additional information on the Company’s adoption of ASC 842. |
Recent Accounting Guidance not Yet Effective | Recent Accounting Guidance Not Yet Effective There is no recent accounting guidance not yet effective that is expected to have a material impact on the Company’s financial statements when adopted. |
Reclassifications | Reclassifications Certain amounts from the prior years have been reclassified to conform to the current year presentation. |
Accounts Receivable, Net and Unbilled Receivables | We bill customers for power platform and power platform component sales based on certain contractual milestones being reached. We bill service agreements based on the contract price and billing terms of the contracts. Generally, our Advanced Technologies contracts are billed based on actual revenues recorded, typically in the subsequent month. Some Advanced Technologies contracts are billed based on contractual milestones or costs incurred. Unbilled receivables relate to revenue recognized on customer contracts that have not been billed. |
Nature of Business, Basis of _3
Nature of Business, Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Percent of Customer Consolidated Revenues | The percent of consolidated revenues from each customer for the years ended October 31, 2020, 2019 and 2018, respectively, are presented below. 2020 2019 2018 ExxonMobil Research and Engineering Company (EMRE) 32 % 40 % 6 % UIL Holdings Corporation 18 % 1 % 2 % Connecticut Light and Power 17 % 11 % — % U.S. Department of Energy (DOE) 9 % 6 % 8 % Clearway Energy (formerly NRG Yield, Inc.) 6 % 1 % 15 % Pfizer, Inc. 4 % 6 % 4 % Dominion Bridgeport Fuel Cell, LLC (a) — % 13 % 3 % POSCO Energy — % 3 % 5 % Hanyang Industrial Development Co., Ltd. (HYD) — % — % 35 % AEP Onsite Partners, LLC — % — % 10 % Total 86 % 81 % 88 % (a) All of the outstanding membership interests in Dominion Bridgeport Fuel Cell, LLC were acquired by the Company on May 9, 2019. As a result of this acquisition, revenue is now (subsequent to the acquisition) recognized under the related PPA for electricity sales to Connecticut Light and Power. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Impacts of Topic 606 on Consolidated Financial Statements | The following table summarizes the impacts of Topic 606 on the Company’s consolidated financial statements for the year ended October 31, 2019: For the Year Ended October 31, 2019 Balances without adoption of As reported Adjustments Topic 606 Total revenues $ 60,752 $ 4,085 $ 64,837 Total cost of revenues 82,021 1,478 83,499 Gross loss (21,269 ) 2,607 (18,662 ) Administrative and selling expenses 31,874 - 31,874 Research and development expenses 13,786 - 13,786 Loss from operations (66,929 ) 2,607 (64,322 ) Interest expense (10,623 ) - (10,623 ) Other income, net 93 - 93 Loss before provision for income taxes (77,459 ) 2,607 (74,852 ) Provision for income taxes (109 ) - (109 ) Net loss $ (77,568 ) $ 2,607 $ (74,961 ) |
Accounts Receivable, Net and _2
Accounts Receivable, Net and Unbilled Receivables (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net and Unbilled Receivables | Accounts receivable, net and unbilled receivables as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Commercial customers: Amount billed $ 7,329 $ 2,227 Unbilled receivables (1) 7,063 6,139 14,392 8,366 Advanced Technologies (including U.S. Government (2) Amount billed 2,234 1,065 Unbilled receivables 978 1,545 3,212 2,610 Accounts receivable, net and unbilled receivables $ 17,604 $ 10,976 (1) Additional long-term unbilled receivables of $8.9 million and $3.6 million are included within “Other Assets” as of October 31, 2020 and 2019, respectively. (2) Total U.S. government accounts receivable, including unbilled receivables, outstanding as of October 31, 2020 and 2019 were $1.1 million and $1.2 million, respectively. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories (short and long-term) as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Raw materials $ 21,726 $ 25,466 Work-in-process (1) 38,231 31,228 Inventories 59,957 56,694 Inventories - short-term (50,971 ) (54,515 ) Inventories - long-term (2) $ 8,986 $ 2,179 (1) Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future project asset construction or power platform orders or for use under the Company’s service agreements. Included in work-in-process as of October 31, 2020 and 2019 was $19.6 million and $23.5 million, respectively, of completed standard components and modules (2) Long-term inventory includes modules that are contractually required to be segregated for use as replacement modules for specific project assets . |
Project Assets (Tables)
Project Assets (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Project Assets [Abstract] | |
Summary of Project Assets | Project assets as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Estimated Useful Life Project Assets - Operating $ 99,351 $ 75,075 5-20 years Project Assets - Construction in progress 91,276 84,933 7-20 years 190,627 160,008 Accumulated depreciation (28,818 ) (15,893 ) Project Assets, net $ 161,809 $ 144,115 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Estimated Useful Life Land $ 524 $ 524 — Building and improvements 20,395 20,395 10-26 years Machinery, equipment and software 107,732 106,726 3-8 years Furniture and fixtures 4,319 4,255 10 years Construction in progress 402 1,144 — 133,372 133,044 Accumulated depreciation (97,041 ) (91,910 ) Property, plant and equipment, net $ 36,331 $ 41,134 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following tables summarize the Company’s intangible assets as of October 31, 2020 and 2019 (in thousands): As of October 31, 2020 Gross Amount Accumulated Amortization Net Amount In-Process Research and Development $ 9,592 — $ 9,592 Bridgeport Power Purchase Agreement (PPA) 12,320 (1,945 ) 10,375 Total 21,912 (1,945 ) 19,967 As of October 31, 2019 Gross Amount Accumulated Amortization Net Amount In-Process Research and Development $ 9,592 — $ 9,592 Bridgeport Power Purchase Agreement (PPA) 12,320 (648 ) 11,672 Total 21,912 (648 ) 21,264 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Advance payments to vendors (1) $ 1,954 $ 1,899 Prepaid expenses and other (2) 4,352 4,022 Other current assets $ 6,306 $ 5,921 (1) Advance payments to vendors relate to payments for inventory purchases ahead of receipt. (2) Primarily relates to other prepaid vendor expenses including insurance, rent, and as of October 31, 2019 only, lease payments. |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Other Assets Noncurrent [Abstract] | |
Schedule of Other Assets | Other assets as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Long-term stack residual value (1) $ 890 $ 987 Long-term unbilled receivables (2) 8,856 3,588 Other (3) 5,593 4,914 Other assets $ 15,339 $ 9,489 (1 ) Relates to estimated residual value for module exchanges performed under the Company’s service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the full cost of the module is expensed at the time of the module exchange. ( 2 ) Represents unbilled receivables that relate to revenue recognized on customer contracts that will be billed in future periods in excess of 12 months from the balance sheet date. ( 3 ) The Company entered into an agreement with one of its customers on June 29, 2016 which includes payments for the purchase of the customer’s power platforms at the end of the term of the agreement. The fee is payable in installments over the term of the agreement and the total paid as of October 31, 2020 and 2019 was $2.4 million and $2.3 million, respectively. Also included within “Other” are long-term security deposits and prepaid withholding taxes on deferred revenue as of October 31, 2020 and 2019. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Accrued payroll and employee benefits $ 4,461 $ 2,282 Accrued product warranty cost (1) 97 144 Accrued service agreement and PPA costs (2) 7,037 4,047 Accrued legal, taxes, professional and other 4,086 4,979 Accrued liabilities $ 15,681 $ 11,452 (1) Activity in the accrued product warranty cost represents reduction related to actual warranty activity as contracts progress through the warranty period. Product warranty expense for each of the years ended October 31, 2020 and 2019 was $0.1 million. (2) Accrued service agreement costs represent loss accruals on service contracts of $5.5 million as of October 31, 2020, which increased from $3.3 million as of October 31, 2019. The increase is the result of a change in the timing of future module replacements. The accruals for performance guarantees on service agreements and PPAs increased from $0.8 million as of October 31, 2019 to $1.4 million as of October 31, 2020. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Leases [Abstract] | |
Summary of Undiscounted Maturities of Operating Lease and Finance Lease Liabilities | As of October 31, 2020, undiscounted maturities of operating lease and finance lease liabilities are as follows (in thousands): Operating Leases Finance Leases 2020 $ 1,397 $ 35 2021 1,397 5 2022 1,059 - 2023 752 — 2024 705 — Thereafter 14,632 — Total undiscounted lease payments 19,942 40 Less imputed interest (9,186 ) (2 ) Total discounted lease payments $ 10,756 $ 38 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt as of October 31, 2020 and 2019 consisted of the following (in thousands): 2020 2019 Orion Energy Partners Credit Facility $ 80,000 14,500 Connecticut Green Bank Loans 4,800 1,800 Connecticut Green Bank Loan (BFC Loan) 5,065 5,755 Liberty Bank Term Loan Agreement (BFC Loan) 9,549 11,632 Fifth Third Bank Term Loan Agreement (BFC Loan) 9,549 11,632 Finance obligations for sale-leaseback transactions 49,274 45,219 State of Connecticut Loan 9,454 10,000 New Britain Renewable Energy Term Loan - 497 Enhanced Capital Loan and Security Agreement - 1,500 Fifth Third Bank Construction Loan Agreement - 11,072 Liberty Bank Promissory Note (PPP Note) 6,515 - Finance lease obligations 38 141 Deferred finance costs (3,737 ) (3,180 ) Unamortized debt discount (5,152 ) (4,251 ) Total debt $ 165,355 $ 106,317 Current portion of long-term debt (21,366 ) (21,916 ) Long-term debt $ 143,989 $ 84,401 |
Aggregate Annual Principal Payments under Loan Agreements and Finance Lease Obligations | Aggregate annual principal payments under our loan agreements and finance lease obligations for the years subsequent to October 31, 2020 are as follows (in thousands): Year 1 $ 22,708 Year 2 22,594 Year 3 20,832 Year 4 21,160 Year 5 19,753 Thereafter (1) 38,227 $ 145,274 (1) The annual principal payments included above only include sale-leaseback payments whereas the difference between debt outstanding as of October 31, 2020 and the annual principal payments represent accreted interest and amounts included in the finance obligation that exceed required principal payments. |
Stockholders' Equity and Warr_2
Stockholders' Equity and Warrant Liabilities (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Equity [Abstract] | |
Schedule of Warrant Activity | The following table outlines the warrant activity during the fiscal years ended October 31, 2020 and October 31, 2019: Series A Warrants Series C Warrants Orion Warrants Balance as of October 31, 2018 640,000 964,114 — Warrants issued — — 6,000,000 Warrants exchanged 640,000 — — Balance as of October 31, 2019 — 964,114 6,000,000 Warrants issued — — 14,000,000 Warrants exercised — — (17,300,000 ) Balance as of October 31, 2020 — 964,114 2,700,000 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Segment Information [Abstract] | |
Revenues By Geographic Area | Revenues, by geographic location (based on the customer’s ordering location) for the years ended October 31, 2020, 2019 and 2018 were as follows (in thousands): 2020 2019 2018 United States $ 67,750 $ 56,211 $ 50,953 South Korea 2,059 2,686 36,279 England 25 1,496 387 Germany 414 359 1,795 Canada — — 23 Switzerland 623 — — Total $ 70,871 $ 60,752 $ 89,437 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share-Based Compensation Reflected in Consolidated Statement of Operations and Comprehensive Loss | Share-based compensation was reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands): 2020 2019 2018 Cost of revenues $ 344 $ 593 $ 543 General and administrative expense 1,424 1,865 2,256 Research and development expense 54 272 355 $ 1,822 $ 2,730 $ 3,154 |
Schedule of Fair Value of Stock Options Estimated on Grant Date | The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model as follows: 2018 Expected life (in years) 7.0 Risk free interest rate 2.8 % Volatility 72.7 % Dividend yield — % |
Summary of Stock Option Activity | The following table summarizes our stock option activity for the year ended October 31, 2020: Weighted- Average Option Options Shares Price Outstanding as of October 31, 2019 24,927 $ 104.73 Cancelled and forfeited (1,036 ) $ 416.16 Outstanding as of October 31, 2020 23,891 $ 91.23 |
Summary of Information about Stock Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable as of October 31, 2020: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Range of Number Contractual Exercise Number Exercise Exercise Prices outstanding Life Price exercisable Price $0.00 — $38.76 13,192 6.9 $ 19.16 13,192 $ 19.16 $38.77 — $416.16 10,699 3.1 $ 180.09 10,699 $ 180.09 23,891 5.2 $ 91.23 23,891 $ 91.23 |
Summary of RSA and RSU Activity | The following table summarizes our RSA and RSU activity for the year ended October 31, 2020: Weighted- Average Restricted Stock Awards and Units Shares Fair Value Outstanding as of October 31, 2019 191,115 16.11 Granted 1,978,108 2.84 Vested (95,127 ) 17.15 Forfeited (6,956 ) 17.79 Outstanding as of October 31, 2020 2,067,140 5.06 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Loss Before Income Taxes | The components of loss before income taxes for the years ended October 31, 2020, 2019, and 2018 were as follows (in thousands): 2020 2019 2018 U.S. $ (85,865 ) $ (74,133 ) $ (47,314 ) Foreign (3,196 ) (3,326 ) (3,035 ) Loss before income taxes $ (89,061 ) $ (77,459 ) $ (50,349 ) |
Schedule of Reconciliation of Federal Statutory Income Tax Rate To Effective Income Tax Rate | The reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended October 31, 2020, 2019 and 2018 was as follows: 2020 2019 2018 Statutory federal income tax rate (21.0 )% (21.0 )% (23.2 )% Increase (decrease) in income taxes resulting from: State taxes, net of Federal benefits (1.1 )% (2.9 )% 0.7 % Foreign withholding tax 0.0 % 0.1 % 0.0 % Net operating loss expiration, impairment and true-ups 129.2 % (1.3 )% 4.6 % Nondeductible expenditures 1.4 % 0.2 % 1.5 % Change in tax rates (0.6 )% (0.1 )% 201.6 % Fair value adjustment on warrants 8.7 % — — Other, net 1.1 % (0.3 )% 0.0 % Deferred only adjustment 4.4 % — 0.0 % Valuation allowance (122.1 )% 25.4 % (191.2 )% Effective income tax rate — 0.1 % (6.0 )% |
Schedule of Deferred Tax Assets and Liabilities | Our deferred tax assets and liabilities consisted of the following as of October 31, 2020 and 2019 (in thousands): 2020 2019 Deferred tax assets: Compensation and benefit accruals $ 8,157 $ 7,446 Bad debt and other allowances 1,458 905 Capital loss and tax credit carry-forwards 15,456 12,645 Net operating losses (domestic and foreign) 100,791 217,430 Deferred license revenue 2,093 4,264 Inventory valuation allowances 116 312 Accumulated depreciation 9,759 9,200 Grant revenue 700 798 Excess business interest 5,544 - Operating lease liabilities 2,387 - Gross deferred tax assets: 146,461 253,000 Valuation allowance (142,217 ) (250,985 ) Deferred tax assets after valuation allowance 4,244 2,015 Deferred tax liability: In process research and development (2,391 ) (2,321 ) Right of use assets (2,229 ) Net deferred tax liability $ (376 ) $ (306 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Loss Per Share | The calculation of basic and diluted EPS for the years ended October 31, 2020, 2019 and 2018 was as follows (amounts in thousands, except share and per share amounts): 2020 2019 2018 Numerator Net loss $ (89,107 ) $ (77,568 ) $ (47,334 ) Series A warrant exchange — (3,169 ) — Series B Preferred stock dividends (3,331 ) (3,231 ) (3,200 ) Series C Preferred stock deemed dividends and redemption value adjustments, net — (6,522 ) (9,559 ) Series D Preferred stock deemed dividends and redemption accretion — (9,755 ) (2,075 ) Net loss attributable to common stockholders $ (92,438 ) $ (100,245 ) $ (62,168 ) Denominator Weighted average common shares outstanding - basic 221,960,288 55,081,266 6,896,189 Effect of dilutive securities (1) — — — Weighted average common shares outstanding - diluted 221,960,288 55,081,266 6,896,189 Net loss to common stockholders per share - basic $ (0.42 ) $ (1.82 ) $ (9.01 ) Net loss to common stockholders per share - diluted (1) $ (0.42 ) $ (1.82 ) $ (9.01 ) (1) Due to the net loss to common stockholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. As of October 31, 20 20 , 201 9 and 201 8 , potentially dilutive securities excluded from the diluted loss per share calculation are as follows: |
Schedule of Potentially Dilutive Securities Excluded from the Diluted Loss Per Share Calculation | As of October 31, 20 20 , 201 9 and 201 8 , potentially dilutive securities excluded from the diluted loss per share calculation are as follows: October 31, 2020 October 31, 2019 October 31, 2018 Orion Warrants 2,700,000 6,000,000 — May 2017 Offering – Series C Warrants 964,114 964,114 964,114 July 2016 Offering – Series A Warrants — — 640,000 Outstanding options to purchase common stock 23,891 24,927 26,958 Unvested Restricted Stock Awards 538 24,574 93,286 Unvested Restricted Stock Units 2,066,602 166,541 270,929 Series C Preferred Shares to satisfy conversion requirements — — 499,556 Series D Preferred Shares to satisfy conversion requirements — — 1,852,657 5% Series B Cumulative Convertible Preferred Stock 37,837 37,837 37,837 Series 1 Preferred Shares to satisfy conversion requirements — 1,264 1,264 Total potentially dilutive securities 5,792,982 7,219,257 4,386,601 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Restricted Cash And Investments [Abstract] | |
Summary of Allocation of Restricted Cash | The allocation of restricted cash is as follows (in thousands): October 31, October 31, 2020 2019 Cash Restricted for Outstanding Letters of Credit (1) $ 6,543 $ 5,733 Cash Restricted for PNC Sale-Leaseback Transactions 15,125 17,934 Cash Restricted for Crestmark Sale-Leaseback Transaction 431 — Bridgeport Fuel Cell Park Project Debt Service and Performance Reserves 7,549 4,946 Orion Facility - Performance Reserve (2) 5,000 — Orion Facility - Module and Debt Service Reserves (3) 1,950 — Orion Facility - Project Proceeds Account (4) 4,243 — Other 1,344 1,731 Total Restricted Cash 42,185 30,344 Restricted Cash and Cash Equivalents - Short-Term (5) (9,233 ) (3,473 ) Restricted Cash and Cash Equivalents - Long-Term $ 32,952 $ 26,871 (1) Letters of credit outstanding as of October 31, 2020 expire on various dates through August 2028. (2) Short-term reserve related to certain project construction and financing milestones. (3) Long-term reserve primarily to fund future module replacements for operating projects which fall under the collateral pool (CCSU and Triangle Street) under the Orion Facility. (4) Reserve related to proceeds received from project refinancing to be used to pay-down the Orion Facility unless redeployed into other project financing (at the option of the Orion Agent and the lenders under the Orion Facility). (5) Short-term restricted cash and cash equivalents are amounts expected to be released and categorized as unrestricted cash within twelve months of the balance sheet date. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following represents supplemental cash flow information, including amounts effectively settled as described in Note 3. “Acquisitions” (dollars in thousands): Year Ended October 31, 2020 2019 2018 Cash interest paid $ 8,376 $ 4,091 $ 4,486 Income taxes paid 2 48 2 Noncash financing and investing activity: Noncash reclassification between inventory and project assets 1,152 — 10,793 Acquisition of project assets — 16,704 — Series C Preferred stock conversions — 15,491 20,220 Series C preferred share modification — (6,047 ) — Series D preferred share conversions — 31,183 — Director stock compensation 104 102 282 Reclassification of value of executive share-based compensation 434 — — Addition of operating lease liabilities 899 — — Addition of operating lease right-of-use assets 899 — — Cashless warrant exercises 25,994 — — Reclassification to equity of warrant liability for warrant exercises 9,783 — — Accrued purchase of fixed assets, cash paid to be paid in subsequent period 39 71 1,579 Accrued purchase of project assets, cash to be paid in subsequent period 502 222 3,115 |
Quarterly Information (Unaudi_2
Quarterly Information (Unaudited) (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Selected unaudited financial data for each quarter of fiscal year 2020 and 2019 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, 2020 Revenues $ 16,264 $ 18,880 $ 18,728 $ 16,999 $ 70,871 Gross profit (loss) 3,281 167 (3,128 ) (8,045 ) (7,725 ) Loss from operations (3,140 ) (8,142 ) (10,762 ) (17,122 ) (39,166 ) Net loss (40,151 ) (14,769 ) (15,331 ) (18,856 ) (89,107 ) Series B preferred stock dividends (931 ) (800 ) (800 ) (800 ) (3,331 ) Net loss to common stockholders (41,082 ) (15,569 ) (16,131 ) (19,656 ) (92,438 ) Net loss to common stockholders per basic and diluted common share (1) $ (0.20 ) $ (0.07 ) $ (0.07 ) $ (0.08 ) (0.42 ) Year ended October 31, 2019 Revenues $ 17,783 $ 9,216 $ 22,712 $ 11,041 $ 60,752 Gross (loss) profit (2,205 ) (3,640 ) 7,965 (23,389 ) (21,269 ) Loss from operations (15,244 ) (17,623 ) (1,070 ) (32,992 ) (66,929 ) Net loss (17,548 ) (19,530 ) (5,311 ) (35,179 ) (77,568 ) Series A warrant exchange - (3,169 ) - - (3,169 ) Series B preferred stock dividends (800 ) (800 ) (810 ) (821 ) (3,231 ) Series C preferred stock deemed (dividends) contributions and redemption value adjustment (9,005 ) 1,599 884 - (6,522 ) Series D preferred stock deemed dividends and redemption accretion (5,685 ) (976 ) (3,091 ) (3 ) (9,755 ) Net loss to common stockholders (33,038 ) (22,876 ) (8,328 ) (36,003 ) (100,245 ) Net loss to common stockholders per basic and diluted common share (1) $ (3.97 ) $ (2.06 ) $ (0.18 ) $ (0.23 ) $ (1.82 ) (1) The full year net loss to common stockholders per basic and diluted common share may not equal the sum of the quarters due to weighting of outstanding shares. |
Nature of Business, Basis of _4
Nature of Business, Basis of Presentation and Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Millions | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 07, 2020USD ($) | Jun. 14, 2019USD ($) | May 08, 2019shares | Oct. 31, 2020USD ($)shares | Oct. 31, 2019USD ($)shares | Oct. 31, 2018USD ($)shares | Dec. 17, 2020USD ($) | Dec. 17, 2020CAD ($) | Dec. 04, 2020shares | May 11, 2020shares | Nov. 01, 2019USD ($) | May 07, 2019shares | Oct. 31, 2017shares |
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Reverse stock split | 1-for-12 reverse stock split | |||||||||||||
Reverse stock split, conversion ratio | 0.084 | |||||||||||||
Common stock, shares outstanding | shares | 15,284,269 | 294,706,758 | 193,608,684 | 183,411,230 | ||||||||||
Common stock, shares authorized | shares | 225,000,000 | 337,500,000 | 225,000,000 | 112,500,000 | ||||||||||
Preferred stock, shares authorized | shares | 250,000 | 250,000 | ||||||||||||
Cash and cash equivalents, unrestricted | $ 149,867,000 | $ 9,434,000 | ||||||||||||
Unrestricted cash | 47,500,000 | |||||||||||||
Impairment charges | $ 0 | 0 | $ 0 | |||||||||||
Milestone-based payments | $ 10,000,000 | |||||||||||||
Project represented value of contract | 10,000,000 | |||||||||||||
Extended Product Warranty Description | We warranty our products for a specific period of time against manufacturing or performance defects. Our U.S. warranty is generally limited to a term of 15 months after shipment or 12 months after acceptance of our products. | |||||||||||||
Foreign Currency Transaction Gains (Losses), Net | $ 200,000 | $ (100,000) | $ 300,000 | |||||||||||
Operating lease liability | 10,756,000 | $ 10,100,000 | ||||||||||||
Operating lease right-of-use assets, net | 10,098,000 | $ 10,300,000 | ||||||||||||
ASC 842 [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Operating lease liability | 10,300,000 | |||||||||||||
Operating lease right-of-use assets, net | $ 10,100,000 | |||||||||||||
Sales Revenue Net [Member] | Customer Concentration Risk [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Significant customer revenue percentage | 86.00% | 81.00% | 88.00% | |||||||||||
Joint Development Agreement II [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Proceeds from license fees received | $ 4,000,000 | |||||||||||||
Specific Upgrades [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Revenues | 0 | $ 0 | ||||||||||||
Unspecific Upgrades [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Revenues | $ 800,000 | $ 1,100,000 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Common stock, shares outstanding | shares | 294,706,758 | 193,608,684 | 7,972,686 | 5,791,068 | ||||||||||
Subsequent Event [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Common stock, shares outstanding | shares | 319,706,758 | |||||||||||||
Underwritten Offering Shares | $ / shares | $ 25,000,000 | |||||||||||||
Net proceeds from underwriting shares after deducting underwriting discounts and commissions | $ 156,300,000 | |||||||||||||
Common stock, shares reserved for issuance | shares | 5,185,674 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Common stock, shares available for issuance | shares | 15,093,242 | |||||||||||||
Subsequent Event [Member] | Enbridge Inc. [Member] | Series 1 Preferred Shares [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Related Party Transaction, Due from (to) Related Party | $ 21,500,000 | $ 27.4 | ||||||||||||
Subsequent Event [Member] | Sr. Secured Debt [Member] | ||||||||||||||
Nature of Business, Basis of Presentation and Significant Accounting Policies [Line items] | ||||||||||||||
Settlement of outstanding principal payment and interest | $ 87,300,000 | |||||||||||||
Unrestricted cash | $ 11,200,000 |
Nature of Business, Basis of _5
Nature of Business, Basis of Presentation and Significant Accounting Policies - Percent of Customer Consolidated Revenues (Details) - Sales Revenue Net [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | ||
Concentration Risk [Line Items] | ||||
Significant customer revenue percentage | 86.00% | 81.00% | 88.00% | |
ExxonMobil Research and Engineering Company (EMRE) [Member] | ||||
Concentration Risk [Line Items] | ||||
Significant customer revenue percentage | 32.00% | 40.00% | 6.00% | |
UIL Holdings Corporation [Member] | ||||
Concentration Risk [Line Items] | ||||
Significant customer revenue percentage | 18.00% | 1.00% | 2.00% | |
Connecticut Light and Power [Member] | ||||
Concentration Risk [Line Items] | ||||
Significant customer revenue percentage | 17.00% | 11.00% | 0.00% | |
U.S. Department of Energy (DOE) [Member] | ||||
Concentration Risk [Line Items] | ||||
Significant customer revenue percentage | 9.00% | 6.00% | 8.00% | |
Clearway Energy (formerly NRG Yield, Inc.) [Member] | ||||
Concentration Risk [Line Items] | ||||
Significant customer revenue percentage | 6.00% | 1.00% | 15.00% | |
Pfizer, Inc. [Member] | ||||
Concentration Risk [Line Items] | ||||
Significant customer revenue percentage | 4.00% | 6.00% | 4.00% | |
Dominion Bridgeport FuelCell Park [Member] | ||||
Concentration Risk [Line Items] | ||||
Significant customer revenue percentage | [1] | 0.00% | 13.00% | 3.00% |
Posco Energy | ||||
Concentration Risk [Line Items] | ||||
Significant customer revenue percentage | 0.00% | 3.00% | 5.00% | |
Hanyang Industrial Development Co., Ltd. (HYD) [Member] | ||||
Concentration Risk [Line Items] | ||||
Significant customer revenue percentage | 0.00% | 0.00% | 35.00% | |
AEP Onsite Partners, LLC [Member] | ||||
Concentration Risk [Line Items] | ||||
Significant customer revenue percentage | 0.00% | 0.00% | 10.00% | |
[1] | All of the outstanding membership interests in Dominion Bridgeport Fuel Cell, LLC were acquired by the Company on May 9, 2019. As a result of this acquisition, revenue is now (subsequent to the acquisition) recognized under the related PPA for electricity sales to Connecticut Light and Power. |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Oct. 31, 2020 | Oct. 31, 2019 | Nov. 01, 2019 | Nov. 01, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Contract asset | $ 16,900,000 | $ 11,300,000 | ||
Transferred to accounts receivable | 5,900,000 | 6,600,000 | ||
Contract liability | 41,900,000 | 40,200,000 | ||
Accumulated deficit | (1,164,196,000) | (1,075,089,000) | $ 0 | |
Topic 606 [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Accumulated deficit | $ (9,300,000) | $ (6,600,000) | ||
Service Agreements [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Remaining performance obligations | 146,800,000 | |||
Licensing Agreements [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Remaining performance obligations | 22,200,000 | |||
Advanced Technologies Contracts [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Remaining performance obligations | 49,200,000 | |||
Posco Energy | ||||
Disaggregation Of Revenue [Line Items] | ||||
Deferred revenue | $ 22,200,000 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Impacts of Topic 606 on Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total revenues | $ 16,999 | $ 18,728 | $ 18,880 | $ 16,264 | $ 11,041 | $ 22,712 | $ 9,216 | $ 17,783 | $ 70,871 | $ 60,752 | $ 89,437 |
Total cost of revenues | 78,596 | 82,021 | 86,344 | ||||||||
Gross loss | (8,045) | (3,128) | 167 | 3,281 | (23,389) | 7,965 | (3,640) | (2,205) | (7,725) | (21,269) | |
Administrative and selling expenses | 26,644 | 31,874 | 24,908 | ||||||||
Research and development expenses | 4,797 | 13,786 | 22,817 | ||||||||
Loss from operations | (17,122) | (10,762) | (8,142) | (3,140) | (32,992) | (1,070) | (17,623) | (15,244) | (39,166) | (66,929) | (44,632) |
Interest expense | (15,294) | (10,623) | (9,055) | ||||||||
Other income, net | 684 | 93 | 3,338 | ||||||||
Loss before (provision) benefit for income taxes | (89,061) | (77,459) | (50,349) | ||||||||
Provision for income taxes | (46) | (109) | 3,015 | ||||||||
Net loss | $ (18,856) | $ (15,331) | $ (14,769) | $ (40,151) | $ (35,179) | $ (5,311) | $ (19,530) | $ (17,548) | $ (89,107) | (77,568) | $ (47,334) |
Adjustments Due to Topic 606 [Member] | Topic 606 [Member] | |||||||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total revenues | 4,085 | ||||||||||
Total cost of revenues | 1,478 | ||||||||||
Gross loss | 2,607 | ||||||||||
Loss from operations | 2,607 | ||||||||||
Loss before (provision) benefit for income taxes | 2,607 | ||||||||||
Net loss | 2,607 | ||||||||||
Balances Without Adoption of ASC 606 [Member] | Topic 606 [Member] | |||||||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total revenues | 64,837 | ||||||||||
Total cost of revenues | 83,499 | ||||||||||
Gross loss | (18,662) | ||||||||||
Administrative and selling expenses | 31,874 | ||||||||||
Research and development expenses | 13,786 | ||||||||||
Loss from operations | (64,322) | ||||||||||
Interest expense | (10,623) | ||||||||||
Other income, net | 93 | ||||||||||
Loss before (provision) benefit for income taxes | (74,852) | ||||||||||
Provision for income taxes | (109) | ||||||||||
Net loss | $ (74,961) |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) | May 09, 2019USD ($)MW | Oct. 31, 2019USD ($) | Oct. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||
Restricted cash | $ 30,344,000 | $ 42,185,000 | |
Bridgeport Fuel Cell, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, cash purchase price | $ 35,500,000 | ||
Working capital post-closing adjustment for purchase price | 1,000,000 | ||
Purchase price, estimated working capital adjustment | 600,000 | ||
Accounts receivable | 2,700,000 | ||
Unbilled receivables | 15,300,000 | ||
Accrued performance guarantees | 1,300,000 | ||
Assets acquired, fuel cell power plants installation | 38,800,000 | ||
Assets acquired, power purchase agreement | 12,300,000 | ||
Gain or loss recorded for pre-existing service agreement | $ 0 | ||
Remaining amortization period | 10 years | ||
Bridgeport Fuel Cell, LLC [Member] | Project Asset [Member] | Balance of Plant Assets [Member] | |||
Business Acquisition [Line Items] | |||
Project assets estimated remaining useful lives | 15 years | ||
Bridgeport Fuel Cell, LLC [Member] | Project Asset [Member] | Minimum [Member] | Fuel Cell Modules [Member] | |||
Business Acquisition [Line Items] | |||
Project assets estimated remaining useful lives | 1 year | ||
Bridgeport Fuel Cell, LLC [Member] | Project Asset [Member] | Maximum [Member] | Fuel Cell Modules [Member] | |||
Business Acquisition [Line Items] | |||
Project assets estimated remaining useful lives | 7 years | ||
Bridgeport Fuel Cell, LLC [Member] | Bridgeport, Connecticut [Member] | |||
Business Acquisition [Line Items] | |||
Capacity of plant | MW | 14.9 | ||
Plant operation period | 2013-12 | ||
Bridgeport Fuel Cell Project [Member] | |||
Business Acquisition [Line Items] | |||
Restricted cash | $ 15,000,000 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) | Apr. 12, 2019USD ($)Employee | Oct. 31, 2020USD ($) | Oct. 31, 2018USD ($) |
Restructuring Costs [Abstract] | |||
Restructuring charges | $ | $ 0 | $ 0 | $ 0 |
Reduction in force of employees | Employee | 135 | ||
Reduction in force of employee percentage | 30.00% |
Accounts Receivable, Net and _3
Accounts Receivable, Net and Unbilled Receivables - Schedule of Accounts Receivable, Net and Unbilled Receivables (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Oct. 31, 2019 | |
Receivables [Abstract] | |||
Amount billed | $ 7,329 | $ 2,227 | |
Unbilled receivables | [1] | 7,063 | 6,139 |
Commercial customers accounts receivable | 14,392 | 8,366 | |
Advanced Technologies including U.S. government, Amount billed | 2,234 | 1,065 | |
Advanced Technologies including U.S. government, Unbilled receivables | 978 | 1,545 | |
Advanced Technologies including U.S. government, Accounts receivable | [2] | 3,212 | 2,610 |
Accounts receivable, net and unbilled receivables | $ 17,604 | $ 10,976 | |
[1] | Additional long-term unbilled receivables of $8.9 million and $3.6 million are included within “Other Assets” as of October 31, 2020 and 2019, respectively. | ||
[2] | Total U.S. government accounts receivable, including unbilled receivables, outstanding as of October 31, 2020 and 2019 were $1.1 million and $1.2 million, respectively. |
Accounts Receivable, Net and _4
Accounts Receivable, Net and Unbilled Receivables - Schedule of Accounts Receivable, Net and Unbilled Receivables (Details) (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2020 | Oct. 31, 2019 | |
Accounts Notes And Loans Receivable [Line Items] | |||
Additional long-term unbilled receivables | [1] | $ 7,063 | $ 6,139 |
Other Assets [Member] | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Additional long-term unbilled receivables | 8,900 | 3,600 | |
Government [Member] | |||
Accounts Notes And Loans Receivable [Line Items] | |||
U.S. government accounts receivable, including unbilled receivables | $ 1,100 | $ 1,200 | |
[1] | Additional long-term unbilled receivables of $8.9 million and $3.6 million are included within “Other Assets” as of October 31, 2020 and 2019, respectively. |
Accounts Receivable, Net and _5
Accounts Receivable, Net and Unbilled Receivables - Additional Information (Details) - USD ($) | Oct. 31, 2020 | Oct. 31, 2019 |
Receivables [Abstract] | ||
Allowance for doubtful accounts receivable, current | $ 0 | $ 0 |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Oct. 31, 2019 | |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 21,726 | $ 25,466 | |
Work-in-process | [1] | 38,231 | 31,228 |
Inventories | 59,957 | 56,694 | |
Inventories - short-term | (50,971) | (54,515) | |
Inventories - long-term | [2] | $ 8,986 | $ 2,179 |
[1] | Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future project asset construction or power platform orders or for use under the Company’s service agreements. Included in work-in-process as of October 31, 2020 and 2019 was $19.6 million and $23.5 million, respectively, of completed standard components and modules | ||
[2] | Long-term inventory includes modules that are contractually required to be segregated for use as replacement modules for specific project assets . |
Inventories - Components of I_2
Inventories - Components of Inventories (Parenthetical) (Details) - USD ($) $ in Millions | Oct. 31, 2020 | Oct. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Completed standard component | $ 19.6 | $ 23.5 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Costs of Revenues [Member] | ||
Inventory [Line Items] | ||
Excess plant capacity and manufacturing variances cost incurred | $ 8.4 | $ 14.5 |
Project Assets - Summary of Pro
Project Assets - Summary of Project Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Project Assets [Line Items] | ||
Project Assets, gross | $ 190,627 | $ 160,008 |
Accumulated depreciation | 28,818 | 15,893 |
Project Assets, net | $ 161,809 | 144,115 |
Project assets estimated useful life | 20 years | |
Minimum [Member] | ||
Project Assets [Line Items] | ||
Project assets estimated useful life | 4 years | |
Maximum [Member] | ||
Project Assets [Line Items] | ||
Project assets estimated useful life | 7 years | |
Project Assets - Operating [Member] | ||
Project Assets [Line Items] | ||
Project Assets, gross | $ 99,351 | 75,075 |
Project Assets - Operating [Member] | Minimum [Member] | ||
Project Assets [Line Items] | ||
Project assets estimated useful life | 5 years | |
Project Assets - Operating [Member] | Maximum [Member] | ||
Project Assets [Line Items] | ||
Project assets estimated useful life | 20 years | |
Project Assets - Construction in progress [Member] | ||
Project Assets [Line Items] | ||
Project Assets, gross | $ 91,276 | $ 84,933 |
Project Assets - Construction in progress [Member] | Minimum [Member] | ||
Project Assets [Line Items] | ||
Project assets estimated useful life | 7 years | |
Project Assets - Construction in progress [Member] | Maximum [Member] | ||
Project Assets [Line Items] | ||
Project assets estimated useful life | 20 years |
Project Assets - Additional Inf
Project Assets - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2019USD ($) | Oct. 31, 2020USD ($)ProjectAsset | Oct. 31, 2019USD ($)ProjectAsset | Oct. 31, 2018USD ($) | |
Project Assets [Line Items] | ||||
Project assets estimated useful life | 20 years | |||
Number of project assets | ProjectAsset | 8 | 6 | ||
Sale leaseback transaction, net book value | $ 59,200 | $ 70,500 | $ 59,200 | |
Long-term project assets construction in progress | 84,900,000 | 91,300,000 | 84,900,000 | |
PPA assets construction in progress | 6,800,000 | 4,800,000 | 6,800,000 | |
Impairment of property, plant and equipment and project assets | 2,417,000 | 20,360,000 | $ 0 | |
Impairment charges | 0 | 0 | ||
Impairment on project asset | 500,000 | |||
Depreciation expense | $ 12,900,000 | $ 6,800,000 | $ 4,100,000 | |
Triangle Street Project [Member] | ||||
Project Assets [Line Items] | ||||
Project assets estimated useful life | 5 years | |||
Impairment charges | $ 14,400,000 | |||
Bolthouse Farms Project [Member] | ||||
Project Assets [Line Items] | ||||
Impairment charges | $ 3,100,000 | |||
Minimum [Member] | ||||
Project Assets [Line Items] | ||||
Project assets estimated useful life | 4 years | |||
Maximum [Member] | ||||
Project Assets [Line Items] | ||||
Project assets estimated useful life | 7 years |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 133,372 | $ 133,044 |
Accumulated depreciation | (97,041) | (91,910) |
Property, plant and equipment, net | 36,331 | 41,134 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 524 | 524 |
Building and Building Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 20,395 | 20,395 |
Building and Building Improvements [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 10 years | |
Building and Building Improvements [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 26 years | |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 107,732 | 106,726 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 8 years | |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,319 | 4,255 |
Property, Plant and Equipment, Estimated Useful Lives | 10 years | |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 402 | $ 1,144 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Property Plant And Equipment [Abstract] | |||
Impairment of construction in process assets | $ 2,800,000 | ||
Impairment of property, plant and equipment | $ 0 | $ 0 | |
Depreciation | $ 5,100,000 | $ 4,900,000 | $ 4,600,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | $ 4,075,000 | $ 4,075,000 | |
Intangible assets, net | 19,967,000 | 21,264,000 | |
Impairment of goodwill | $ 0 | 0 | $ 0 |
Amortization expense description | Amortization expense is recorded on a straight-line basis and future amortization expense will be $1.3 million per year until the Bridgeport PPA is fully amortized. | ||
2021 | $ 1,300,000 | ||
2022 | 1,300,000 | ||
2023 | 1,300,000 | ||
2024 | 1,300,000 | ||
2025 | 1,300,000 | ||
2026 | 1,300,000 | ||
Versa Acquisition [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | 4,100,000 | 4,100,000 | |
Intangible assets, net | 20,000,000 | 21,300,000 | |
Bridgeport Fuel Cell, LLC [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Amortization expenses | $ 1,300,000 | $ 600,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Oct. 31, 2019 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 21,912 | $ 21,912 |
Accumulated Amortization | (1,945) | (648) |
Net Amount | 19,967 | 21,264 |
Bridgeport Fuel Cell, LLC [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 12,320 | 12,320 |
Accumulated Amortization | (1,945) | (648) |
Net Amount | 10,375 | 11,672 |
In Process Research And Development [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Amount | 9,592 | 9,592 |
Net Amount | $ 9,592 | $ 9,592 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Oct. 31, 2019 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Advance payments to vendors | $ 1,954 | $ 1,899 |
Prepaid expenses and other | 4,352 | 4,022 |
Other current assets | $ 6,306 | $ 5,921 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Oct. 31, 2019 | |
Other Assets Noncurrent [Abstract] | |||
Long-term stack residual value | [1] | $ 890 | $ 987 |
Long-term unbilled receivables | [2] | 8,856 | 3,588 |
Other | [3] | 5,593 | 4,914 |
Other assets | $ 15,339 | $ 9,489 | |
[1] | Relates to estimated residual value for module exchanges performed under the Company’s service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the full cost of the module is expensed at the time of the module exchange. | ||
[2] | Represents unbilled receivables that relate to revenue recognized on customer contracts that will be billed in future periods in excess of 12 months from the balance sheet date. | ||
[3] | The Company entered into an agreement with one of its customers on June 29, 2016 which includes payments for the purchase of the customer’s power platforms at the end of the term of the agreement. The fee is payable in installments over the term of the agreement and the total paid as of October 31, 2020 and 2019 was $2.4 million and $2.3 million, respectively. Also included within “Other” are long-term security deposits and prepaid withholding taxes on deferred revenue as of October 31, 2020 and 2019 |
Other Assets - Schedule of Ot_2
Other Assets - Schedule of Other Assets (Parenthetical) (Details) $ in Millions | Oct. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Jun. 29, 2016Customer |
Other Assets Noncurrent [Abstract] | |||
Number of customers under agreement | Customer | 1 | ||
Contractual Obligation | $ | $ 2.4 | $ 2.3 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Oct. 31, 2019 | |
Accrued Liabilities Current [Abstract] | |||
Accrued payroll and employee benefits | $ 4,461 | $ 2,282 | |
Accrued product warranty cost | [1] | 97 | 144 |
Accrued service agreement and PPA costs | 7,037 | 4,047 | |
Accrued legal, taxes, professional and other | 4,086 | 4,979 | |
Accrued liabilities | $ 15,681 | $ 11,452 | |
[1] | Activity in the accrued product warranty cost represents reduction related to actual warranty activity as contracts progress through the warranty period. Product warranty expense for each of the years ended October 31, 2020 and 2019 was $0.1 million. |
Schedule of Accrued Liabiliti_2
Schedule of Accrued Liabilities (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Schedule Of Accrued Liabilities [Line Items] | ||
Product warranty expense | $ 0.1 | $ 0.1 |
Loss reserve on service agreements | 5.5 | 3.3 |
Bridgeport Fuel Cell Project [Member] | ||
Schedule Of Accrued Liabilities [Line Items] | ||
Reserve for performance guarantees on service agreements and PPA's | $ 0.8 | $ 1.4 |
Leases - Additional Information
Leases - Additional Information (Details) | Feb. 11, 2020USD ($)MW | Oct. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2019USD ($) | Oct. 31, 2018USD ($) | Nov. 01, 2019USD ($) |
Lessee Lease Description [Line Items] | ||||||
Operating lease ROU asset | $ 10,098,000 | $ 10,300,000 | ||||
Operating lease liability | 10,756,000 | 10,100,000 | ||||
Accumulated deficit | (1,164,196,000) | $ (1,075,089,000) | $ 0 | |||
Finance lease ROU assets | $ 40,000 | |||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | |||||
Finance lease, liability | $ 38,000 | 141,000 | ||||
Finance Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | |||||
Operating lease cost | $ 1,500,000 | |||||
Operating lease, weighted average remaining lease term | 20 years | |||||
Operating lease, weighted average discount rate | 6.27% | |||||
Operating lease, payments | $ 1,016,000 | $ 0 | $ 0 | |||
Crestmark Sale-Leaseback Transaction [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Initial term of lease | 10 years | |||||
Down payment and an initial rental payment under lease | $ 2,900,000 | |||||
Monthly lease payments due | 100,000 | |||||
Remaining lease payments due | $ 9,300,000 | $ 8,600,000 | ||||
Purchase and Sale Agreement [Member] | Central CA Fuel Cell 2, LLC [Member] | Crestmark Sale-Leaseback Transaction [Member] | Tulare BioMAT [Member] | California [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Capacity of plant | MW | 2.8 | |||||
Sale of plant | $ 14,400,000 | |||||
Computer and Office Equipment and Manufacturing Facilities [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease, rent expense | $ 1,000,000 | $ 1,200,000 | ||||
Minimum [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating and finance lease, remaining lease term | 1 year | |||||
Maximum [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating and finance lease, remaining lease term | 26 years |
Leases - Summary of Undiscounte
Leases - Summary of Undiscounted Maturities of Operating Lease and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Nov. 01, 2019 | Oct. 31, 2019 |
Operating Leases | |||
2020 | $ 1,397 | ||
2021 | 1,397 | ||
2022 | 1,059 | ||
2023 | 752 | ||
2024 | 705 | ||
Thereafter | 14,632 | ||
Total undiscounted lease payments | 19,942 | ||
Less imputed interest | (9,186) | ||
Total discounted lease payments | 10,756 | $ 10,100 | |
Finance Leases | |||
2020 | 35 | ||
2021 | 5 | ||
Total undiscounted lease payments | 40 | ||
Less imputed interest | (2) | ||
Total discounted lease payments | $ 38 | $ 141 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Apr. 30, 2020 | Oct. 31, 2019 | Oct. 31, 2015 |
Debt Instrument [Line Items] | ||||
Finance lease, liability | $ 38 | $ 141 | ||
Deferred finance costs | (3,737) | (3,180) | ||
Unamortized debt discount | (5,152) | (4,251) | ||
Total debt | 165,355 | 106,317 | ||
Current portion of long-term debt | (21,366) | (21,916) | ||
Long-term debt | 143,989 | 84,401 | ||
Orion Energy Partners Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit | 80,000 | 14,500 | ||
Connecticut Green Bank Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit | 4,800 | 1,800 | ||
Connecticut Green Bank Loan (BFC Loan) [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit | 5,065 | 5,755 | ||
Liberty Bank Term Loan Agreement (BFC Loan) [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit | 9,549 | 11,632 | ||
Fifth Third Bank Term Loan Agreement (BFC Loan) [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit | 9,549 | 11,632 | ||
Finance Obligations for Sale-Lease Back Transactions [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit | 49,274 | 45,219 | ||
State of Connecticut Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | 9,454 | $ 10,000 | 10,000 | $ 10,000 |
New Britain Renewable Energy Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit | 497 | |||
Enhanced Capital Loan and Security Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit | 1,500 | |||
Fifth Third Bank Construction Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit | $ 11,072 | |||
Liberty Bank Promissory Note (PPP Note) [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit | $ 6,515 |
Debt - Aggregate Annual Princip
Debt - Aggregate Annual Principal Payments under Loan Agreements and Finance Lease Obligations (Details) $ in Thousands | Oct. 31, 2020USD ($) | |
Debt [Abstract] | ||
Year 1 | $ 22,708 | |
Year 2 | 22,594 | |
Year 3 | 20,832 | |
Year 4 | 21,160 | |
Year 5 | 19,753 | |
Thereafter | 38,227 | [1] |
Debt and Finance Leases, Future Minimum Payments Due | $ 145,274 | |
[1] | The annual principal payments included above only include sale-leaseback payments whereas the difference between debt outstanding as of October 31, 2020 and the annual principal payments represent accreted interest and amounts included in the finance obligation that exceed required principal payments. |
Debt - Additional Information (
Debt - Additional Information (Details) | Apr. 24, 2020USD ($) | Nov. 22, 2019USD ($)$ / sharesMWshares | May 09, 2019USD ($)MW | Feb. 28, 2019USD ($)MW | Jan. 09, 2019USD ($) | Jun. 08, 2020USD ($) | Apr. 30, 2019USD ($) | Jan. 31, 2019USD ($)Position | Oct. 31, 2015USD ($)Position | Oct. 31, 2020USD ($)$ / shares | Oct. 31, 2020USD ($)$ / shares | Oct. 31, 2019USD ($)$ / sharesshares | Oct. 31, 2018USD ($) | Oct. 06, 2020$ / shares | Apr. 30, 2020USD ($) | Dec. 31, 2019USD ($) | May 16, 2019 | Feb. 06, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term line of credit, discount | $ 5,152,000 | $ 5,152,000 | $ 4,251,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.242 | $ 0.242 | $ 0.242 | |||||||||||||||
Class of warrants or rights issued value | 3,900,000 | |||||||||||||||||
Interest expense | $ 15,294,000 | $ 10,623,000 | $ 9,055,000 | |||||||||||||||
Sale-leaseback Arrangements with PNC [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Purchase right percentage of projected assets at fair market value | 31.00% | |||||||||||||||||
Liberty Bank [Member] | CARES Act [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Net proceeds from PPP Note | $ 2,000,000 | |||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Percentage of aggregate principal amount on discount | 2.50% | |||||||||||||||||
Percentage of cash interest paid | 9.90% | |||||||||||||||||
Percentage of payment-in-kind interest | 2.05% | |||||||||||||||||
Class of warrants or rights issued value | $ 3,900,000 | |||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Senior Secured Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term line of credit | 200,000,000 | |||||||||||||||||
Long-term Line of Credit | 200,000,000 | |||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Initial Funding [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Drew down to fully repay debt outstanding | 14,500,000 | |||||||||||||||||
Long-term line of credit after discount | 14,100,000 | |||||||||||||||||
Long-term line of credit, discount | $ 400,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.310 | |||||||||||||||||
Debt instrument term | 7 years | |||||||||||||||||
Quarterly payment payable date | Oct. 31, 2027 | |||||||||||||||||
Administrative fee | $ 100,000 | |||||||||||||||||
Debt instrument, description | Outstanding principal under the Orion Facility was to be amortized on a straight-line basis over a seven-year term with the initial payment due 21 business days after the end of the first quarter of fiscal year 2021. The maturity date of the Orion Facility was October 31, 2027. The Orion Facility contained an administrative fee of $0.1 million per year paid on a quarterly basis and also included a prepayment premium of up to 35%. Such prepayment fee was to be reduced over time based on the aggregate amount of principal and interest paid. | |||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Initial Funding [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number Of Securities Called By Warrants | shares | 6,000,000 | |||||||||||||||||
Percentage of premium prepaid amount | 35.00% | |||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Drew down to fully repay debt outstanding | $ 65,500,000 | |||||||||||||||||
Long-term line of credit after discount | 63,900,000 | |||||||||||||||||
Long-term line of credit, discount | $ 1,600,000 | |||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | Exercise Price 0.242 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.242 | |||||||||||||||||
Class of warrants or rights exercised | shares | 8,000,000 | |||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | Exercise Price 0.620 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.620 | |||||||||||||||||
Class of warrants or rights exercised | shares | 6,000,000 | |||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | Groton Project [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Capacity of plant | MW | 7.4 | |||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | LIPA Yaphank Solid Waste Management Project [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Capacity of plant | MW | 7.4 | |||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | Tulare BioMAT [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Capacity of plant | MW | 2.8 | |||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Class of warrants or rights issued | shares | 14,000,000 | |||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Credit agreement requires to establish debt reserve | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Secondary Facility Loans[Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Credit agreement to establish additional covenants expired unused | 35,000,000 | 35,000,000 | ||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Fifth Orion Amendment [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Agreed to pay option premium in exchange for loan commitment | $ 1,000,000 | |||||||||||||||||
Interest expense | 1,000,000 | |||||||||||||||||
Connecticut Green Bank Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term line of credit | $ 4,800,000 | $ 4,800,000 | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,800,000 | $ 3,000,000 | ||||||||||||||||
Debt instrument, interest rate, stated percentage rate | 8.00% | 8.00% | ||||||||||||||||
Long-term Line of Credit | $ 4,800,000 | $ 4,800,000 | ||||||||||||||||
Connecticut Green Bank Loan [Member] | Groton Commitment Letter [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Subordinated project term loan | $ 5,000,000 | |||||||||||||||||
Subordinated Credit Agreement [Member] | Bridgeport Fuel Cell, LLC [Member] | Connecticut Green Bank Loans [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term line of credit | 5,100,000 | 5,100,000 | ||||||||||||||||
Capacity of plant | MW | 14.9 | |||||||||||||||||
Debt instrument, interest rate, stated percentage rate | 8.00% | |||||||||||||||||
Long-term Line of Credit | 5,100,000 | $ 5,100,000 | ||||||||||||||||
Proceeds from long-term lines of credit | $ 6,000,000 | |||||||||||||||||
Debt instrument, covenant terms | On May 9, 2019, in connection with the closing of the purchase of the membership interests of Bridgeport Fuel Cell, LLC (“BFC”) (and the 14.9 MW Bridgeport Fuel Cell Project), BFC entered into a subordinated credit agreement with the Connecticut Green Bank whereby Connecticut Green Bank provided financing in the amount of $6.0 million (the “Subordinated Credit Agreement”). This $6.0 million consisted of $1.8 million in incremental funding that was received by BFC and $4.2 million of funding previously received by FuelCell Energy, Inc. with respect to which BFC became the primary obligor. As security for the Subordinated Credit Agreement, Connecticut Green Bank received a perfected lien, subordinated and second in priority to the liens securing the $25.0 million loaned under the BFC Credit Agreement (as defined below), in all of the same collateral securing the BFC Credit Agreement. The interest rate under the Subordinated Credit Agreement is 8% per annum. Principal and interest are due monthly in amounts sufficient to fully amortize the loan over an 84-month period ending in May 2026. The Subordinated Credit Agreement contains a debt coverage ratio which is required to be maintained and may not be less than 1.10 as of the end of each fiscal quarter, beginning with the quarter ended July 31, 2020. The balance under the Subordinated Credit Agreement as of October 31, 2020 was $5.1 million | |||||||||||||||||
Subordinated Credit Agreement [Member] | Minimum [Member] | Bridgeport Fuel Cell, LLC [Member] | Connecticut Green Bank Loans [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 110.00% | |||||||||||||||||
Subordinated Credit Agreement [Member] | Incremental Funding | Bridgeport Fuel Cell, LLC [Member] | Connecticut Green Bank Loans [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from long-term lines of credit | $ 1,800,000 | |||||||||||||||||
Subordinated Credit Agreement [Member] | Incremental Funding [Member] | Bridgeport Fuel Cell, LLC [Member] | Connecticut Green Bank Loans [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from long-term lines of credit | 4,200,000 | |||||||||||||||||
Subordinated Credit Agreement [Member] | Senior Term Loan [Member] | Bridgeport Fuel Cell, LLC [Member] | Connecticut Green Bank Loans [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Liens securing senior term loan amount | $ 25,000,000 | |||||||||||||||||
Credit Agreement | Bridgeport Loans [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, covenant terms | The BFC Credit Agreement requires BFC to maintain a debt service reserve. Each of Liberty Bank and Fifth Third Bank also has an operation and module replacement reserve (“O&M Reserve”) under the BFC Credit Agreement. BFC is required to deposit $100,000 per month into each O&M Reserve for the first five years of the BFC Credit Agreement, with such funds to be released at the sole discretion of Liberty Bank and Fifth Third Bank, as applicable. BFC is also required to maintain excess cash flow reserve accounts at each of Liberty Bank and Fifth Third Bank. Excess cash flow consists of cash generated by BFC from the Bridgeport Fuel Cell Project after payment of all expenses (including after payment of intercompany service fees to the Company), debt service to Liberty Bank and Fifth Third Bank, the funding of all required reserves, and payments to Connecticut Green Bank for the subordinated facility. BFC is also required to maintain a debt service coverage ratio of not less than 1.20, measured for the trailing year based on fiscal quarters beginning with the quarter ended July 31, 2020. The Company has certain quarterly and annual financial reporting requirements under the BFC Credit Agreement. The annual financial statements to be provided pursuant to such requirements are to be audited and accompanied by a report of an independent certified public accountant, which report shall not include a “going concern” matter of emphasis or any qualification as to the scope of such audit. | |||||||||||||||||
Maturity date | May 9, 2025 | |||||||||||||||||
Interest rate description | The interest rate under the BFC Credit Agreement fluctuates monthly at the 30-day LIBOR rate plus 275 basis points | |||||||||||||||||
Debt instrument, interest rate basis term | 30 days | |||||||||||||||||
Credit Agreement | Bridgeport Loans [Member] | Interest Rate Swap | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Net interest rate | 5.09% | |||||||||||||||||
Credit Agreement | Bridgeport Loans [Member] | Fair Value, Inputs, Level 2 | Interest Rate Swap | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value adjustments, charge | $ 300,000 | 600,000 | ||||||||||||||||
Fair value interest rate | 900,000 | 900,000 | 600,000 | |||||||||||||||
Credit Agreement | Bridgeport Loans [Member] | Fifth Third Bank [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Operation and module replacement reserve to be deposited per month | 100,000 | 100,000 | ||||||||||||||||
Credit Agreement | Bridgeport Loans [Member] | Liberty Bank [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Operation and module replacement reserve to be deposited per month | 100,000 | $ 100,000 | ||||||||||||||||
Credit Agreement | Bridgeport Fuel Cell, LLC [Member] | Bridgeport Loans [Member] | Fifth Third Bank [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from long-term lines of credit | $ 12,500,000 | |||||||||||||||||
Credit Agreement | Bridgeport Fuel Cell, LLC [Member] | Bridgeport Loans [Member] | Liberty Bank [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from long-term lines of credit | $ 12,500,000 | |||||||||||||||||
Credit Agreement | Minimum [Member] | Bridgeport Loans [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 120.00% | |||||||||||||||||
Finance Obligations for Sale Leaseback Agreements [Member] | PNC Energy Capital, LLC [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term line of credit | 49,300,000 | $ 49,300,000 | 45,200,000 | |||||||||||||||
Long-term Line of Credit | 49,300,000 | 49,300,000 | 45,200,000 | |||||||||||||||
Embedded gain on termination of lease | 29,000,000 | |||||||||||||||||
State of Connecticut [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument term | 15 years | |||||||||||||||||
Debt instrument, interest rate, stated percentage rate | 2.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 10,000,000 | 9,454,000 | $ 9,454,000 | 10,000,000 | $ 10,000,000 | |||||||||||||
Debt instrument, payment terms, period principal payments are deferred | 4 years | |||||||||||||||||
Debt instrument, date of first required payment | Dec. 1, 2019 | |||||||||||||||||
Loan forgiveness terms | if the Company created 165 full-time positions and retained 538 full-time positions for two consecutive years (the “Employment Obligation”) as measured on October 28, 2017 (the “Target Date”). The Assistance Agreement was subsequently amended in April 2017 to extend the Target Date by two years to October 28, 2019. | |||||||||||||||||
Debt instrument period for deferment of principal and interest payments | 3 months | |||||||||||||||||
Debt instrument, payment terms | In April of 2020, as a result of the COVID-19 pandemic, the State of Connecticut agreed to defer three months of principal and interest payments under the Assistance Agreement, beginning with the May 2020 payment. These deferred payments will be added at the end of the loan, thus extending out the maturity date by three months. | |||||||||||||||||
State of Connecticut [Member] | Employment Obligation [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of full time positions required to be created | Position | 165 | |||||||||||||||||
Number of full time positions required to be retained | Position | 538 | |||||||||||||||||
State of Connecticut [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Percentage of loan forgiveness | 5.00% | |||||||||||||||||
State of Connecticut [Member] | Second Amendment [Member] | Employment Obligation [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of minimum full time positions required to be maintained | Position | 538 | |||||||||||||||||
Number of consecutive months maintain full time positions | 24 months | |||||||||||||||||
Additional number of full time positions required to be create | Position | 91 | |||||||||||||||||
Additional credits to be earned | $ 2,000,000 | |||||||||||||||||
Target date of job audit | 90 days | |||||||||||||||||
Principal payable number of employee under employee obligation target | $ 18,587.36 | |||||||||||||||||
Liberty Bank Promissory Note (PPP Note) [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term line of credit | 6,515,000 | $ 6,515,000 | ||||||||||||||||
Long-term Line of Credit | $ 6,515,000 | $ 6,515,000 | ||||||||||||||||
Proceeds from long-term lines of credit | $ 6,500,000 | |||||||||||||||||
Liberty Bank Promissory Note (PPP Note) [Member] | Liberty Bank [Member] | CARES Act [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity date | Apr. 16, 2022 | |||||||||||||||||
Loan forgiveness terms | The loan may be fully forgiven if (i) proceeds are used to pay eligible payroll costs, rent, mortgage interest and utilities and (ii) full-time employee headcount and salaries are either maintained during the 24-week period following disbursement or restored by December 31, 2020. If not so maintained or restored, any forgiveness of the loan would be reduced in accordance with the regulations that were issued by the SBA. | |||||||||||||||||
Debt instrument, interest rate, stated percentage rate range | 1.00% | |||||||||||||||||
Debt instrument, collateral or guarantees | The Company did not provide any collateral or guarantees for the PPP Note, nor did the Company pay any facility charge to obtain the PPP Note. | |||||||||||||||||
Prepayment penalties | $ 0 | |||||||||||||||||
Proceeds used for payroll costs on an annualized basis for each employee | $ 100,000 | |||||||||||||||||
New Britain Renewable Energy Term Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage rate range | 5.00% | |||||||||||||||||
Notes payable to bank, current | 500,000 | |||||||||||||||||
Enhanced Capital Loan and Security Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term line of credit | 1,500,000 | |||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,500,000 | |||||||||||||||||
Long-term Line of Credit | 1,500,000 | |||||||||||||||||
Interest rate, basis points | 6.00% | |||||||||||||||||
New Construction Loan Facility [Member] | Fifth Third Bank Groton Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Total outstanding balance | $ 11,100 | |||||||||||||||||
New Construction Loan Facility [Member] | Fifth Third Bank Groton Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 23,000,000 | $ 18,000,000 | ||||||||||||||||
Loan advance | $ 9,700,000 | $ 1,400,000 | ||||||||||||||||
New Construction Loan Facility [Member] | Fifth Third Bank Groton Loan [Member] | Groton CT [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Capacity of plant | MW | 7.4 | |||||||||||||||||
PNC Energy Capital, LLC [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument term | 10 years | |||||||||||||||||
Bridgeport Fuel Cell, LLC [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument term | 8 years | |||||||||||||||||
Orion Credit Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument term | 8 years |
Stockholders' Equity and Warr_3
Stockholders' Equity and Warrant Liabilities - Additional Information (Details) - USD ($) | Oct. 06, 2020 | Jun. 16, 2020 | Jan. 09, 2020 | Jan. 08, 2020 | Oct. 04, 2019 | Feb. 21, 2019 | Jun. 13, 2018 | May 03, 2017 | Oct. 31, 2020 | Jan. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | May 11, 2020 | Apr. 30, 2020 | Nov. 22, 2019 | May 08, 2019 | Jul. 12, 2016 |
Stockholders' Equity Note | |||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, shares issued | 294,706,758 | 294,706,758 | 294,706,758 | 193,608,684 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.242 | $ 0.242 | $ 0.242 | $ 0.242 | |||||||||||||||
Expected volatility | 113.84% | 103.70% | 114.15% | 96.00% | |||||||||||||||
Risk-free interest rate | 0.55% | 1.81% | 0.64% | 1.63% | 2.80% | ||||||||||||||
Common stock price per share | $ 1.92 | $ 2.29 | $ 2 | $ 2 | $ 2 | $ 0.24 | $ 2.02 | ||||||||||||
Expected life (years) | 8 years | 7 years | |||||||||||||||||
Class of warrants or rights issued value | $ 3,900,000 | ||||||||||||||||||
Common stock, shares authorized | 337,500,000 | 337,500,000 | 337,500,000 | 225,000,000 | 112,500,000 | 225,000,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.242 | $ 0.242 | $ 0.242 | $ 0.242 | |||||||||||||||
Change in fair value of common stock warrant liability | $ 37,086,000 | $ 0 | $ 0 | ||||||||||||||||
Expected volatility | 113.84% | 103.70% | 114.15% | 96.00% | |||||||||||||||
Risk-free interest rate | 0.55% | 1.81% | 0.64% | 1.63% | 2.80% | ||||||||||||||
Share Price | $ 1.92 | $ 2.29 | $ 2 | $ 2 | $ 2 | $ 0.24 | $ 2.02 | ||||||||||||
Class of warrants or rights charge | $ 23,700,000 | $ 200,000 | |||||||||||||||||
Reclassification of estimated fair value of warrant liability to additional paid in capital | $ 9,800,000 | $ 26,000,000 | |||||||||||||||||
Class of warrants to purchase | 5,300,000 | 2,700,000 | 2,700,000 | 2,700,000 | |||||||||||||||
Payments for repurchase of warrants | $ 1,300,000 | ||||||||||||||||||
Class of warrants or gain | 2.4 | ||||||||||||||||||
Fair value of outstanding warrants | $ 5,200,000 | $ 5,200,000 | $ 5,200,000 | ||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Common stock issued to warrant holders | 500,000 | ||||||||||||||||||
Series C Warrants [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Class of warrant or right, outstanding | 964,114 | 964,114 | 964,114 | 964,114 | 964,114 | ||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 69.96 | ||||||||||||||||||
Class of warrant or right, outstanding | 640,000 | 640,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 69.96 | ||||||||||||||||||
Series A Warrants [Member] | Exchange Agreement [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Change in fair value of common stock warrant liability | $ 300,000 | ||||||||||||||||||
Fair value of the shares at the date of the Exchange Agreement | $ 3,500,000 | ||||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Initial Funding Warrants [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Class of warrants or rights issued | 6,000,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.310 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.310 | ||||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding Warrants [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Class of warrants or rights issued | 14,000,000 | ||||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding Warrants [Member] | Exercise Price 0.242 [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Class of warrants or rights issued | 8,000,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.242 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.242 | ||||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding Warrants [Member] | Exercise Price 0.620 [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Class of warrants or rights issued | 6,000,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.620 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.620 | ||||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Number of shares reserved for future issuance and sale | 2,603,680 | ||||||||||||||||||
Stock issued during period, shares, new issues | 9,396,320 | ||||||||||||||||||
Stock issued during period, shares, new issues | 9,396,320 | ||||||||||||||||||
Class of warrant or right, outstanding | 2,700,000 | 2,700,000 | 2,700,000 | 6,000,000 | |||||||||||||||
Number of shares reserved for future issuance and sale | 2,603,680 | ||||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Initial Funding Warrants [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Number Of Securities Called By Warrants | 6,000,000 | ||||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Initial Funding Warrants [Member] | Exercise Price 0.310 [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.31 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.31 | ||||||||||||||||||
Class of warrants or rights exercised | 12,000,000 | ||||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Number Of Securities Called By Warrants | 6,000,000 | ||||||||||||||||||
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Second Funding [Member] | Exercise Price 0.620 [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.62 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.62 | ||||||||||||||||||
Class of warrants or rights exercised | 12,000,000 | ||||||||||||||||||
At Market Issuance Sales Agreement | B. Riley FBR, Inc [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Number of shares reserved for future issuance and sale | 27,900,000 | ||||||||||||||||||
Reserve for issuance of common stock upon exercise of warrants shares | 20,000,000 | ||||||||||||||||||
Percentage of sales commission | 3.00% | ||||||||||||||||||
Percentage of sales commission | 3.00% | ||||||||||||||||||
Number of shares reserved for future issuance and sale | 27,900,000 | ||||||||||||||||||
At Market Issuance Sales Agreement | B. Riley FBR, Inc [Member] | Maximum [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Aggregate offering price | $ 38,000,000 | ||||||||||||||||||
Number of shares reserved for future issuance and sale | 7,900,000 | ||||||||||||||||||
Common stock, shares issued | 18,000,000 | ||||||||||||||||||
Stock issued during period, shares, new issues | $ 38,000,000 | ||||||||||||||||||
Number of shares reserved for future issuance and sale | 7,900,000 | ||||||||||||||||||
At Market Issuance Sales Agreement | B. Riley FBR, Inc and Oppenheimer & Co. Inc. [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Percentage of sales commission | 3.00% | ||||||||||||||||||
Percentage of sales commission | 3.00% | ||||||||||||||||||
At Market Issuance Sales Agreement | B. Riley FBR, Inc and Oppenheimer & Co. Inc. [Member] | Maximum [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Aggregate offering price | $ 50,000,000 | ||||||||||||||||||
Stock issued during period, shares, new issues | $ 50,000,000 | ||||||||||||||||||
Underwriting Agreement | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Stock issued during period, shares, new issues | 50,000,000 | ||||||||||||||||||
Stock issued during period, shares, new issues | 50,000,000 | ||||||||||||||||||
Gross proceeds from offering | $ 105,100,000 | ||||||||||||||||||
Net proceeds from issuance of public offerings | $ 98,300,000 | ||||||||||||||||||
Underwritten Public Offering [Member] | Series C Warrants [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Class of warrants or rights issued | 1,000,000 | ||||||||||||||||||
Warrants issued, price per share | $ 19.20 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 19.20 | ||||||||||||||||||
Class of warrant or right term | 5 years | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 19.20 | ||||||||||||||||||
Underwritten Public Offering [Member] | Series D Warrants [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Class of warrants or rights issued | 1,000,000 | ||||||||||||||||||
Warrants issued, price per share | $ 15.36 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 15.36 | ||||||||||||||||||
Class of warrant or right term | 1 year | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 15.36 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Stock issued during period, shares, new issues | 86,307,932 | 119,128,677 | 476,265 | ||||||||||||||||
Stock issued during period, shares, new issues | 86,307,932 | 119,128,677 | 476,265 | ||||||||||||||||
Common Stock [Member] | Series C Warrants [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Stock issued during period, shares, new issues | 0 | 0 | 962 | ||||||||||||||||
Net proceeds from common stock and warrants | $ 20,000 | ||||||||||||||||||
Stock issued during period, shares, new issues | 0 | 0 | 962 | ||||||||||||||||
Common Stock [Member] | Series D Warrants [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Stock issued during period, shares, new issues | 215,347 | ||||||||||||||||||
Net proceeds from common stock and warrants | $ 3,300,000 | ||||||||||||||||||
Stock issued during period, shares, new issues | 215,347 | ||||||||||||||||||
Common Stock [Member] | At Market Issuance Sales Agreement | Jefferies LLC [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Percentage of sales commission | 3.00% | ||||||||||||||||||
Stock issued during period, shares, new issues | 28,300,000 | ||||||||||||||||||
Average sale price per share | $ 2.55 | $ 2.55 | $ 2.55 | ||||||||||||||||
Stock issued during period on sales agreement | $ 72,300,000 | ||||||||||||||||||
Sales commissions paid to agent | 2,200,000 | ||||||||||||||||||
Stock issued during period on sales agreement | 72,300,000 | ||||||||||||||||||
Sale of common stock net of fees | $ 2,200,000 | ||||||||||||||||||
Percentage of sales commission | 3.00% | ||||||||||||||||||
Stock issued during period, shares, new issues | 28,300,000 | ||||||||||||||||||
Average sale price per share | 2.55 | $ 2.55 | $ 2.55 | ||||||||||||||||
Stock issued during period on sales agreement | $ 72,300,000 | ||||||||||||||||||
Sales commissions paid to agent | 2,200,000 | ||||||||||||||||||
Stock issued during period on sales agreement | $ 70,100,000 | ||||||||||||||||||
Common Stock [Member] | At Market Issuance Sales Agreement | Jefferies LLC [Member] | Maximum [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Aggregate offering price | $ 75,000,000 | ||||||||||||||||||
Stock issued during period, shares, new issues | $ 75,000,000 | ||||||||||||||||||
Common Stock [Member] | At Market Issuance Sales Agreement | B. Riley FBR, Inc [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Stock issued during period, shares, new issues | 7,900,000 | 10,100,000 | |||||||||||||||||
Average sale price per share | 0.46 | $ 0.46 | $ 0.46 | ||||||||||||||||
Stock issued during period on sales agreement | $ 3,600,000 | $ 3,000,000 | |||||||||||||||||
Sales commissions paid to agent | 100,000 | 100,000 | |||||||||||||||||
Net proceeds on sales agreement | 3,500,000 | 2,900,000 | |||||||||||||||||
Stock issued during period on sales agreement | 3,600,000 | 3,000,000 | |||||||||||||||||
Sale of common stock net of fees | $ 100,000 | $ 100,000 | |||||||||||||||||
Stock issued during period, shares, new issues | 7,900,000 | 10,100,000 | |||||||||||||||||
Average sale price per share | $ 0.46 | $ 0.46 | $ 0.46 | ||||||||||||||||
Stock issued during period on sales agreement | $ 3,600,000 | $ 3,000,000 | |||||||||||||||||
Sales commissions paid to agent | $ 100,000 | $ 100,000 | |||||||||||||||||
Common Stock [Member] | At Market Issuance Sales Agreement | B. Riley FBR, Inc and Oppenheimer & Co. Inc. [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Stock issued during period, shares, new issues | 109,100,000 | 500,000 | |||||||||||||||||
Stock issued during period on sales agreement | $ 42,000,000 | $ 8,000,000 | |||||||||||||||||
Sales commissions paid to agent | 1,300,000 | 200,000 | |||||||||||||||||
Stock issued during period on sales agreement | 42,000,000 | 8,000,000 | |||||||||||||||||
Sale of common stock net of fees | $ 1,300,000 | $ 200,000 | |||||||||||||||||
Average sale price | $ 0.39 | $ 16.72 | |||||||||||||||||
Stock issued during period, shares, new issues | 109,100,000 | 500,000 | |||||||||||||||||
Stock issued during period on sales agreement | $ 42,000,000 | $ 8,000,000 | |||||||||||||||||
Sales commissions paid to agent | $ 1,300,000 | $ 200,000 | |||||||||||||||||
Warrant [Member] | Second Funding Warrants [Member] | |||||||||||||||||||
Stockholders' Equity Note | |||||||||||||||||||
Percentage of warrants vesting | 100.00% |
Stockholders' Equity and Warr_4
Stockholders' Equity and Warrant Liabilities - Schedule of Warrant Activity (Details) - shares | 12 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | ||
Class of Warrant or Right, Outstanding | 6,000,000 | |
Common stock issued during period, warrants issued | 14,000,000 | 6,000,000 |
Common stock issued during period, warrants exercised | (17,300,000) | |
Class of Warrant or Right, Outstanding | 2,700,000 | 6,000,000 |
Series A Warrants [Member] | ||
Class of Warrant or Right, Outstanding | 640,000 | |
Common stock issued during period, warrants exchanged | 640,000 | |
Series C Warrants [Member] | ||
Class of Warrant or Right, Outstanding | 964,114 | 964,114 |
Class of Warrant or Right, Outstanding | 964,114 | 964,114 |
Redeemable Preferred Stock - Ad
Redeemable Preferred Stock - Additional Information (Details) | Aug. 15, 2019USD ($) | May 15, 2019USD ($) | Feb. 21, 2019USD ($)TradingDay$ / shares | Mar. 31, 2005shares | Jul. 03, 2019$ / shares | Aug. 31, 2018USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2020USD ($) | Apr. 30, 2020USD ($) | Jan. 31, 2020USD ($) | Oct. 31, 2019USD ($)$ / sharesshares | Jul. 31, 2019USD ($) | Apr. 30, 2019USD ($) | Jan. 31, 2019USD ($) | Apr. 30, 2018USD ($) | Oct. 31, 2020USD ($)TradingDay$ / sharesshares | Oct. 31, 2020CAD ($)TradingDay | Oct. 31, 2019USD ($)$ / sharesshares | Oct. 31, 2019CAD ($)shares | Oct. 31, 2018USD ($)$ / sharesshares | Oct. 31, 2018CAD ($)shares | Oct. 31, 2017USD ($)shares | Oct. 31, 2020CAD ($)shares | Oct. 31, 2019CAD ($)shares | May 23, 2019$ / sharesshares | May 22, 2019$ / shares | May 08, 2019shares | Jan. 02, 2019$ / shares | Dec. 17, 2018$ / shares | Dec. 03, 2018$ / shares | Aug. 27, 2018$ / shares | Aug. 26, 2018$ / shares |
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | shares | 250,000 | 250,000 | 250,000 | 250,000 | ||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||
Redemption value adjustment of net loss attributable to common stockholders | $ 8,600,000 | |||||||||||||||||||||||||||||||
Dividends declared | $ 3,200,000 | |||||||||||||||||||||||||||||||
Derivative liability, fair value, gross liability | $ 600,000 | $ 600,000 | $ 600,000 | $ 600,000 | ||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock, converted into number of common stock shares | shares | 3,914,218 | 3,914,218 | ||||||||||||||||||||||||||||||
Waiver Agreement [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Decrease in net loss attributable to common shareholders | $ 500,000 | |||||||||||||||||||||||||||||||
Installment and Optional Conversions, Triggering Event Conversions of Series D Preferred Stock to Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Conversion of common stock, shares issued | shares | 62,040,496 | 62,040,496 | ||||||||||||||||||||||||||||||
Convertible preferred stock, reduction in carrying amount | $ 31,200,000 | |||||||||||||||||||||||||||||||
Installment Conversion of Series C Preferred Stock to Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock, reduction in carrying amount | 20,200,000 | |||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock sale of shares | shares | 30,680 | |||||||||||||||||||||||||||||||
Preferred stock, initial convertible shares | shares | 1,852,657 | |||||||||||||||||||||||||||||||
Conversion of stock conversion price | $ / shares | $ 16.56 | |||||||||||||||||||||||||||||||
Proceeds from Issuance of preferred stock | $ 25,300,000 | $ 0 | $ 0 | $ 25,317,000 | ||||||||||||||||||||||||||||
Convertible preferred stock, converted into common stock | shares | 30,680 | 30,680 | ||||||||||||||||||||||||||||||
Preferred stock deemed dividends | $ 6,000,000 | |||||||||||||||||||||||||||||||
Preferred stock, redemption accretion value | $ 3,800,000 | |||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, conversion basis, stock issuance, threshold percentage of outstanding voting stock | 20.00% | 20.00% | ||||||||||||||||||||||||||||||
Reduced conversion price | $ / shares | $ 0.14 | |||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Reduced conversion price | $ / shares | $ 0.61 | |||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Convertible Preferred Offering [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Conversion terms, prior receiving beneficial ownership, percentage | 20.00% | 20.00% | ||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock sale of shares | shares | 8,992 | |||||||||||||||||||||||||||||||
Conversion of stock conversion price | $ / shares | $ 18 | $ 22.08 | ||||||||||||||||||||||||||||||
Convertible preferred stock, converted into common stock | shares | 8,992 | 8,992 | 24,308 | 24,308 | ||||||||||||||||||||||||||||
Convertible preferred stock, reduction in carrying amount | $ 15,500,000 | |||||||||||||||||||||||||||||||
Preferred stock deemed dividends | $ 1,500,000 | $ 9,600,000 | ||||||||||||||||||||||||||||||
Preferred stock shares outstanding | shares | 8,992 | 0 | ||||||||||||||||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 7,500,000 | |||||||||||||||||||||||||||||||
Adjusted conversion price | $ / shares | $ 18 | $ 5.16 | $ 6 | $ 6.96 | ||||||||||||||||||||||||||||
Convertible preferred stock, converted into number of common stock shares | shares | 3,914,218 | 3,914,218 | ||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock, converted into number of common stock shares | shares | 1,496,368 | 1,496,368 | ||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Waiver Agreement [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 13,500,000 | |||||||||||||||||||||||||||||||
Percentage of shares will receive upon conversion prior to execution of waiver agreement | 25.00% | |||||||||||||||||||||||||||||||
Conversion right description | Under the Waiver Agreement, the conversion price of the Series C Preferred Stock was stated to be the lowest of (i) $4.45, (ii) 85% of the lowest closing bid price of the Company’s common stock during the period beginning on and including the fifth trading day prior to the date on which the applicable conversion notice was delivered to the Company and ending on and including the date on which the applicable conversion notice was delivered to the Company, and (iii) 85% of the quotient of (A) the sum of the five lowest volume weighted average prices of the Company’s common stock during the 20 consecutive trading day period ending on and including the trading day immediately preceding the applicable conversion date divided by (B) five. | Under the Waiver Agreement, the conversion price of the Series C Preferred Stock was stated to be the lowest of (i) $4.45, (ii) 85% of the lowest closing bid price of the Company’s common stock during the period beginning on and including the fifth trading day prior to the date on which the applicable conversion notice was delivered to the Company and ending on and including the date on which the applicable conversion notice was delivered to the Company, and (iii) 85% of the quotient of (A) the sum of the five lowest volume weighted average prices of the Company’s common stock during the 20 consecutive trading day period ending on and including the trading day immediately preceding the applicable conversion date divided by (B) five. | ||||||||||||||||||||||||||||||
Conversion price of preferred stock | $ / shares | $ 4.45 | |||||||||||||||||||||||||||||||
Percentage of lowest volume weighted average price of common stock considered as conversion price | 85.00% | |||||||||||||||||||||||||||||||
Number of consecutive trading days | TradingDay | 20 | |||||||||||||||||||||||||||||||
Percentage of conversion price of common stock | 125.00% | |||||||||||||||||||||||||||||||
Convertible preferred stock embedded conversion amount | $ 6,600,000 | |||||||||||||||||||||||||||||||
Change in fair value of convertible preferred stock | $ (600,000) | |||||||||||||||||||||||||||||||
Percentage of stated redemption value adjustment | 108.00% | 108.00% | ||||||||||||||||||||||||||||||
Stated redemption value corresponding charge to common shareholders | $ 8,600,000 | $ 8,600,000 | ||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Waiver Agreement [Member] | Volatility [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock, measurement input | 75.00% | |||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Waiver Agreement [Member] | Discount Rate [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock, measurement input | 20.00% | |||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Adjusted conversion price | $ / shares | $ 1.27 | |||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Adjusted conversion price | $ / shares | $ 4.45 | |||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Convertible Preferred Offering [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from Issuance of preferred stock | $ 27,900,000 | |||||||||||||||||||||||||||||||
Aggregate number of shares issued | shares | 33,500 | |||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Convertible Preferred Offering [Member] | Waiver Agreement [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock, reduction in carrying amount | $ 6,600,000 | |||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | shares | 105,875 | 105,875 | 105,875 | 105,875 | 105,875 | 105,875 | ||||||||||||||||||||||||||
Preferred stock sale of shares | shares | 105,875 | 64,020 | 64,020 | 64,020 | 64,020 | 64,020 | 64,020 | |||||||||||||||||||||||||
Redemption price percentage | 5.00% | |||||||||||||||||||||||||||||||
Preferred stock shares outstanding | shares | 64,020 | 64,020 | 64,020 | 64,020 | 64,020 | 64,020 | ||||||||||||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 59,857,000 | $ 59,857,000 | $ 59,857,000 | $ 59,857,000 | ||||||||||||||||||||||||||||
Number of consecutive trading days | TradingDay | 30 | 30 | ||||||||||||||||||||||||||||||
Preferred stock, liquidation preference per share | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||||||
Preferred stock, dividends per share, declared | $ / shares | $ 50 | |||||||||||||||||||||||||||||||
Dividends, preferred stock, cash | $ 2,400,000 | $ 4,800,000 | $ 1,600,000 | $ 3,200,000 | ||||||||||||||||||||||||||||
Cumulative unpaid dividends | $ 800,000 | $ 2,400,000 | 800,000 | 2,400,000 | ||||||||||||||||||||||||||||
Dividends declared | $ 0 | $ 0 | 800,000 | $ 800,000 | $ 800,000 | $ 931,000 | 821,000 | $ 810,000 | $ 800,000 | $ 800,000 | 3,331,000 | 3,231,000 | 3,200,000 | |||||||||||||||||||
Dividends payment date | Aug. 15, 2019 | May 15, 2019 | ||||||||||||||||||||||||||||||
Aggregate amount of dividend payment | $ 1,600,000 | $ 1,600,000 | ||||||||||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 5.00% | 5.00% | ||||||||||||||||||||||||||||||
Preferred stock failed to pay dividend payments multiplier percentage | 0.0625% | 0.0625% | ||||||||||||||||||||||||||||||
Payment on junior shares | 0 | 0 | ||||||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 64,020,000 | 64,020,000 | $ 64,020,000 | 64,020,000 | ||||||||||||||||||||||||||||
Shares of common stock issued upon conversion | shares | 0.591 | 0.591 | 0.591 | |||||||||||||||||||||||||||||
Stock conversion price | $ / shares | $ 1,692 | $ 1,692 | ||||||||||||||||||||||||||||||
Percent of conversion price to exceed to exercise conversion right | 150.00% | 150.00% | 150.00% | |||||||||||||||||||||||||||||
Number of trading days | TradingDay | 20 | 20 | ||||||||||||||||||||||||||||||
Percentage of voting rights | 50.00% | 50.00% | 50.00% | |||||||||||||||||||||||||||||
Consecutive number of years | 2 years | 2 years | ||||||||||||||||||||||||||||||
Percentage of aggregate voting power | 100.00% | 100.00% | ||||||||||||||||||||||||||||||
Percentage of conversion price | 105.00% | 105.00% | ||||||||||||||||||||||||||||||
Discount on market price of shares of common stock | 5.00% | 5.00% | 5.00% | |||||||||||||||||||||||||||||
Preferred stock, voting rights | no voting rights | no voting rights | ||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of consecutive trading days | TradingDay | 10 | 10 | ||||||||||||||||||||||||||||||
Number of trading days | TradingDay | 5 | 5 | ||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Percentage of consideration excluding cash payments for fractional shares | 90.00% | 90.00% | ||||||||||||||||||||||||||||||
Class A Cumulative Redeemable Exchangeable Preferred Shares [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock shares outstanding | shares | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||
Cumulative unpaid dividends | $ 12,500,000 | |||||||||||||||||||||||||||||||
Aggregate amount of dividend payment | $ 500,000 | |||||||||||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 1.25% | 1.25% | ||||||||||||||||||||||||||||||
Return of capital payments | $ 750,000 | |||||||||||||||||||||||||||||||
Return of capital and dividend payments | $ 1,600,000 | 1,900,000 | 200,000 | $ 300,000 | 1,000,000 | $ 1,300,000 | ||||||||||||||||||||||||||
Interest expense, other | 2,900,000 | 4,000,000 | 2,300,000 | $ 3,000,000 | $ 2,200,000 | $ 2,800,000 | ||||||||||||||||||||||||||
Carrying value of preferred shares, total | $ 19,200,000 | $ 17,200,000 | $ 19,200,000 | $ 17,200,000 | 25,600,000 | $ 22,700,000 | ||||||||||||||||||||||||||
Class A Preferred Shares [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Aggregate amount of dividend payment | $ 500,000 | |||||||||||||||||||||||||||||||
Increase in dividend rate annually | 15.00% | 15.00% | ||||||||||||||||||||||||||||||
Return of capital payments | $ 750,000 | |||||||||||||||||||||||||||||||
Dividend payment terms | annual | annual | ||||||||||||||||||||||||||||||
Accrued and unpaid dividend obligation | 17,700,000 | $ 17,700,000 | 23,400,000 | |||||||||||||||||||||||||||||
Loss resulted from revised fair value of preferred shares | 200,000 | $ 200,000 | ||||||||||||||||||||||||||||||
Dividends payable | 17,400,000 | 17,400,000 | 23,200,000 | |||||||||||||||||||||||||||||
Preferred stock, redemption amount | $ 3,200,000 | $ 3,200,000 | $ 4,300,000 | |||||||||||||||||||||||||||||
Class A Preferred Shares [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, redemption date | Dec. 31, 2020 | Dec. 31, 2020 | ||||||||||||||||||||||||||||||
Class A Preferred Shares [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, redemption date | Dec. 31, 2021 | Dec. 31, 2021 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2020USD ($) | Jul. 31, 2020USD ($) | Apr. 30, 2020USD ($) | Jan. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Jul. 31, 2019USD ($) | Apr. 30, 2019USD ($) | Jan. 31, 2019USD ($) | Oct. 31, 2020USD ($)Segment | Oct. 31, 2019USD ($) | Oct. 31, 2018USD ($) | |
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Number of identified business segment | Segment | 1 | ||||||||||
Revenues | $ 16,999 | $ 18,728 | $ 18,880 | $ 16,264 | $ 11,041 | $ 22,712 | $ 9,216 | $ 17,783 | $ 70,871 | $ 60,752 | $ 89,437 |
Service Agreement [Member} | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | $ 20,400 | $ 15,100 | $ 13,500 |
Segment Information - Revenues
Segment Information - Revenues by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | $ 16,999 | $ 18,728 | $ 18,880 | $ 16,264 | $ 11,041 | $ 22,712 | $ 9,216 | $ 17,783 | $ 70,871 | $ 60,752 | $ 89,437 |
UNITED STATES | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | 67,750 | 56,211 | 50,953 | ||||||||
SOUTH KOREA | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | 2,059 | 2,686 | 36,279 | ||||||||
ENGLAND | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | 25 | 1,496 | 387 | ||||||||
GERMANY | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | 414 | $ 359 | 1,795 | ||||||||
CANADA | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | $ 23 | ||||||||||
SWITZERLAND | |||||||||||
Schedule Of Revenues By Geographic Area [Line Items] | |||||||||||
Revenues | $ 623 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Details) | Aug. 24, 2020shares | May 08, 2020USD ($)shares | Oct. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2019USD ($)shares | Oct. 31, 2018USD ($)$ / sharesshares | Aug. 26, 2022shares | May 11, 2020shares | Aug. 26, 2019shares | May 08, 2019shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, shares authorized | 337,500,000 | 225,000,000 | 112,500,000 | 225,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | Performance awards were issued assuming participants achieve 100% target performance. Should participants achieve the 200% performance level, they will receive up to 668,030 additional RSUs. | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Oct. 31, 2022 | ||||||||
Share Based Compensation Arrangement by Share-Based Payment Award, Rate of Vesting | 0.333 | ||||||||
Options granted | 0 | 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 21.36 | ||||||||
Options exercised | 0 | 0 | 0 | ||||||
Intrinsic value, options outstanding | $ | $ 0 | ||||||||
Intrinsic value, options exercisable | $ | $ 0 | ||||||||
Restricted Stock Awards and Units, Granted, Shares | 1,978,108 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 58,303 | 29,454 | 13,226 | ||||||
Noninterest Expense Directors Fees | $ | $ 100,000 | $ 100,000 | $ 300,000 | ||||||
ESOP, period for which sale of shares is restricted | 6 months | ||||||||
Employer Matching Contribution Percentage | 2.00% | ||||||||
Defined Contribution Plan, Cost Recognized | $ | $ 300,000 | $ 500,000 | $ 500,000 | ||||||
Restricted Stock Awards and Units [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Restricted Stock or Unit Expense | $ | $ 5,300,000 | ||||||||
Restricted Stock or Unit Expense weighted average period | 2 years | ||||||||
Restricted Stock Units [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 26, 2022 | ||||||||
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, number | 500,000 | ||||||||
Restricted Stock Units [Member] | President and Chief Executive Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Restricted Stock Awards and Units, Granted, Shares | 1,000,000 | ||||||||
Performance Shares [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Additional shares issued upon performance | 668,030 | ||||||||
Performance shares expensed period | 3 years | ||||||||
TSR Performance Shares [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Additional shares issued upon performance | 334,015 | ||||||||
Performance awards valued per share | $ / shares | $ 4.62 | ||||||||
Time Based Awards | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Additional shares issued upon performance | 167,008 | ||||||||
Absolute Performance Shares | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Additional shares issued upon performance | 334,015 | ||||||||
Performance awards valued per share | $ / shares | $ 5.17 | ||||||||
Minimum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Restricted stock awards, general vesting period | 3 years | ||||||||
Maximum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Restricted stock awards, general vesting period | 4 years | ||||||||
Maximum [Member] | Employee Stock Purchase Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of shares reserved for future issuance and sale | 30,248 | ||||||||
2018 Omnibus Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, shares authorized | 4,000,000 | 4,333,333 | |||||||
Number of shares reserved for future issuance and sale | 1,000,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,013,563 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The LTI Plan consists of three award components: (1) relative total shareholder return (“TSR”) performance shares, (2) absolute TSR performance shares, and (3) time-vesting restricted stock units | ||||||||
2018 Omnibus Incentive Plan [Member] | Minimum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share Based Compensation Arrangement By Share Based Award Options, Grant In Period, Grant Date Increase In Fair Value | $ | $ 200,000 | ||||||||
2018 Omnibus Incentive Plan [Member] | Maximum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share Based Compensation Arrangement By Share Based Award Options, Grant In Period, Grant Date Increase In Fair Value | $ | $ 250,000 | ||||||||
LTI Plan [Member] | Restricted Stock Units [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Restricted Stock Awards and Units, Granted, Shares | 835,038 | ||||||||
Employee Stock Purchase Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock Issuance Terms | 85.00% |
Benefit Plans - Schedule of Sha
Benefit Plans - Schedule of Share-Based Compensation Reflected in Consolidated Statement of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | $ 1,822 | $ 2,730 | $ 3,154 |
Cost of Revenues [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | 344 | 593 | 543 |
General and Administrative Expenses [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | 1,424 | 1,865 | 2,256 |
Research and Development Expense [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | $ 54 | $ 272 | $ 355 |
Benefit Plans - Schedule of Fai
Benefit Plans - Schedule of Fair Value of Stock Options Estimated on Grant Date (Details) | Oct. 06, 2020 | Jan. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||
Expected life (in years) | 8 years | 7 years | |||
Risk-free interest rate | 0.55% | 1.81% | 0.64% | 1.63% | 2.80% |
Volatility | 72.70% | ||||
Dividend yield | 0.00% |
Benefit Plans - Summary of Stoc
Benefit Plans - Summary of Stock Option Activity (Details) | 12 Months Ended |
Oct. 31, 2020$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options, Shares, Outstanding, Beginning Balance | shares | 24,927 |
Options, Shares, Outstanding, Cancelled and forfeited | shares | (1,036) |
Options, Shares, Outstanding, Ending Balance | shares | 23,891 |
Weighted-Average Option Price, Outstanding, Beginning Balance | $ / shares | $ 104.73 |
Weighted-Average Option Price, Outstanding, Cancelled and forfeited | $ / shares | 416.16 |
Weighted-Average Option Price, Outstanding, Ending Balance | $ / shares | $ 91.23 |
Benefit Plans - Summary of Info
Benefit Plans - Summary of Information about Stock Options Outstanding and Exercisable (Details) | 12 Months Ended |
Oct. 31, 2020$ / sharesshares | |
Share based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number outstanding | shares | 23,891 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 2 months 12 days |
Options Outstanding, Weighted Average Exercise Price | $ 91.23 |
Options Exercisable, Number exercisable | shares | 23,891 |
Options Exercisable, Weighted Average Exercise Price | $ 91.23 |
$0.00-$38.76 [Member] | |
Share based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Range Limit | 0 |
Range of Exercise Prices, Upper Range Limit | $ 38.76 |
Options Outstanding, Number outstanding | shares | 13,192 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 10 months 24 days |
Options Outstanding, Weighted Average Exercise Price | $ 19.16 |
Options Exercisable, Number exercisable | shares | 13,192 |
Options Exercisable, Weighted Average Exercise Price | $ 19.16 |
$38.77- $416.16 [Member] | |
Share based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Range Limit | 38.77 |
Range of Exercise Prices, Upper Range Limit | $ 416.16 |
Options Outstanding, Number outstanding | shares | 10,699 |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 1 month 6 days |
Options Outstanding, Weighted Average Exercise Price | $ 180.09 |
Options Exercisable, Number exercisable | shares | 10,699 |
Options Exercisable, Weighted Average Exercise Price | $ 180.09 |
Benefit Plans - Summary of RSA
Benefit Plans - Summary of RSA and RSU Activity (Details) | 12 Months Ended |
Oct. 31, 2020$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Restricted Stock Awards and Units, Outstanding, Shares, Beginning Balance | shares | 191,115 |
Restricted Stock Awards and Units, Granted, Shares | shares | 1,978,108 |
Restricted Stock Awards and Units, Vested, Shares | shares | (95,127) |
Restricted Stock Awards and Units, Forfeited, Shares | shares | (6,956) |
Restricted Stock Awards and Units, Outstanding, Shares, Ending Balance | shares | 2,067,140 |
Restricted Stock Awards and Units, Outstanding, Weighted-Average Fair Value, Beginning Balance | $ / shares | $ 16.11 |
Restricted Stock Awards and Units, Granted, Weighted-Average Fair Value | $ / shares | 2.84 |
Restricted Stock Awards and Units, Vested, Weighted-Average Fair Value | $ / shares | 17.15 |
Restricted Stock Awards and Units, Forfeited, Weighted-Average Fair Value | $ / shares | 17.79 |
Restricted Stock Awards and Units, Outstanding, Weighted-Average Fair Value, Ending Balance | $ / shares | $ 5.06 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (85,865) | $ (74,133) | $ (47,314) |
Foreign | (3,196) | (3,326) | (3,035) |
Loss before (provision) benefit for income taxes | $ (89,061) | $ (77,459) | $ (50,349) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense (benefit) | $ 46,000 | $ 109,000 | $ (3,015,000) | |
U.S. federal corporate tax rate | 34.00% | 21.00% | 21.00% | 23.20% |
Reduction of valuation allowance attributable to deferred tax assets | $ 2,000,000 | |||
Franchise tax expense | 300,000 | $ 200,000 | $ 500,000 | |
Federal Operating Loss Carryforwards | 905,400,000 | |||
State Operating Loss Carryforwards | 457,100,000 | |||
Tax Credits, State | 12,500,000 | |||
Deferred tax assets, gross | 146,461,000 | 253,000,000 | ||
Unrecognized Tax Benefits | 0 | 15,700,000 | ||
Unrecognized tax benefits, provision for interest or penalties | 0 | $ 0 | ||
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal net operating loss carryforward | 325,600,000 | |||
Deferred tax assets, gross | $ 68,400,000 | |||
Federal [Member] | Minimum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax Credit Carryforward, Expiration Date | Jan. 1, 2021 | |||
Federal [Member] | Maximum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax Credit Carryforward, Expiration Date | Jan. 1, 2038 | |||
State [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax assets, gross | $ 26,400,000 | |||
State net operating loss carryforward | $ 431,800,000 | |||
State [Member] | Minimum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax Credit Carryforward, Expiration Date | Jan. 1, 2021 | |||
State [Member] | Maximum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax Credit Carryforward, Expiration Date | Jan. 1, 2038 | |||
In Process Research And Development [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Reduction in deferred tax liability | $ 1,000,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate To Effective Income Tax Rate (Details) | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Statutory federal income tax rate | (34.00%) | (21.00%) | (21.00%) | (23.20%) |
State taxes, net of Federal benefits | (1.10%) | (2.90%) | 0.70% | |
Foreign withholding tax | (0.00%) | 0.10% | (0.00%) | |
Net operating loss expiration, impairment and true-ups | 129.20% | (1.30%) | 4.60% | |
Nondeductible expenditures | 1.40% | 0.20% | 1.50% | |
Change in tax rates | (0.60%) | (0.10%) | 201.60% | |
Fair value adjustment on warrants | 8.70% | |||
Other, net | 1.10% | (0.30%) | (0.00%) | |
Deferred only adjustment | 4.40% | (0.00%) | ||
Valuation allowance | (122.10%) | 25.40% | (191.20%) | |
Effective income tax rate | 0.10% | (6.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Oct. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, Compensation and benefit accruals | $ 8,157 | $ 7,446 |
Deferred tax assets, Bad debt and other allowances | 1,458 | 905 |
Deferres tax assets, Capital loss and tax credit carry-forwards | 15,456 | 12,645 |
Deferred tax assets, Net operating losses (domestic and foreign) | 100,791 | 217,430 |
Deferred tax assets, Deferred license revenue | 2,093 | 4,264 |
Deferred tax assets, Inventory valuation allowances | 116 | 312 |
Deferred tax assets, Accumulated depreciation | 9,759 | 9,200 |
Deferred tax assets, Grant revenue | 700 | 798 |
Deferred tax assets, Excess business interest | 5,544 | |
Deferred tax aasets Operating lease liabilities | 2,387 | |
Deferred tax assets, Gross | 146,461 | 253,000 |
Deferred tax assets, Valuation allowance | (142,217) | (250,985) |
Deferred tax assets after valuation allowance | 4,244 | 2,015 |
Deferred tax liability, In process research and development | (2,391) | (2,321) |
Deferred tax liability Right of use assets | (2,229) | |
Deferred Tax Liability, Net | $ (376) | $ (306) |
Loss Per Share - Calculation of
Loss Per Share - Calculation of Basic and Diluted Loss Per Share (Details) - USD ($) | Aug. 15, 2019 | May 15, 2019 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Numerator | ||||||||||||||
Net loss | $ (18,856,000) | $ (15,331,000) | $ (14,769,000) | $ (40,151,000) | $ (35,179,000) | $ (5,311,000) | $ (19,530,000) | $ (17,548,000) | $ (89,107,000) | $ (77,568,000) | $ (47,334,000) | |||
Warrant exchange | (37,086,000) | 0 | 0 | |||||||||||
Preferred dividends — Series B | (3,200,000) | |||||||||||||
Net loss attributable to common stockholders | (19,656,000) | (16,131,000) | (15,569,000) | (41,082,000) | (36,003,000) | (8,328,000) | (22,876,000) | (33,038,000) | $ (92,438,000) | $ (100,245,000) | $ (62,168,000) | |||
Denominator | ||||||||||||||
Weighted average common shares outstanding - basic | 221,960,288 | 55,081,266 | 6,896,189 | |||||||||||
Effect of dilutive securities | [1] | 0 | 0 | 0 | ||||||||||
Weighted average common shares outstanding - diluted | 221,960,288 | 55,081,266 | 6,896,189 | |||||||||||
Net loss to common stockholders per share - basic | $ (0.42) | $ (1.82) | $ (9.01) | |||||||||||
Net loss to common stockholders per share - diluted | [1] | $ (0.42) | $ (1.82) | $ (9.01) | ||||||||||
Series A Warrant [Member] | ||||||||||||||
Numerator | ||||||||||||||
Warrant exchange | (3,169,000) | $ 0 | $ (3,169,000) | $ 0 | ||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Numerator | ||||||||||||||
Preferred stock deemed dividends and redemption value adjustments, net | 0 | (6,522,000) | (9,559,000) | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Numerator | ||||||||||||||
Preferred dividends — Series B | $ 0 | $ 0 | $ (800,000) | $ (800,000) | $ (800,000) | $ (931,000) | $ (821,000) | $ (810,000) | $ (800,000) | $ (800,000) | (3,331,000) | (3,231,000) | (3,200,000) | |
Series D Preferred Stock [Member] | ||||||||||||||
Numerator | ||||||||||||||
Preferred stock deemed dividends and redemption accretion | $ 0 | $ (9,755,000) | $ (2,075,000) | |||||||||||
[1] | Due to the net loss to common stockholders in each of the years presented above, diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. |
Loss Per Share - Schedule of Po
Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from the Diluted Loss Per Share Calculation (Details) - shares | 12 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 5,792,982 | 7,219,257 | 4,386,601 |
Orion Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 2,700,000 | 6,000,000 | |
Series C Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 964,114 | 964,114 | 964,114 |
Series A Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 640,000 | ||
Outstanding Options To Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 23,891 | 24,927 | 26,958 |
Unvested Restricted Stock Awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 538 | 24,574 | 93,286 |
Unvested Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 2,066,602 | 166,541 | 270,929 |
Series C Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 499,556 | ||
Series D Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 1,852,657 | ||
Series B Cumulative Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 37,837 | 37,837 | 37,837 |
Series 1 Preferred Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from diluted loss per share calculation | 1,264 | 1,264 |
Restricted Cash - Additional In
Restricted Cash - Additional Information (Details) - USD ($) $ in Millions | Oct. 31, 2020 | Oct. 31, 2019 |
Restricted Cash And Investments [Abstract] | ||
Restricted cash and cash equivalents | $ 42.2 | $ 30.3 |
Restricted Cash - Summary of Al
Restricted Cash - Summary of Allocation of Restricted Cash (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Oct. 31, 2019 | |
Restricted Cash And Investments [Abstract] | |||
Cash Restricted for Outstanding Letters of Credit | [1] | $ 6,543 | $ 5,733 |
Cash Restricted for PNC Sale-Leaseback Transactions | 15,125 | 17,934 | |
Cash Restricted for Crestmark Sale-Leaseback Transaction | 431 | ||
Bridgeport Fuel Cell Park Project Debt Service and Performance Reserves | 7,549 | 4,946 | |
Orion Facility - Performance Reserve | [2] | 5,000 | |
Orion Facility - Module and Debt Service Reserves | [3] | 1,950 | |
Orion Facility - Project Proceeds Account | [4] | 4,243 | |
Other | 1,344 | 1,731 | |
Total Restricted Cash | 42,185 | 30,344 | |
Restricted Cash and Cash Equivalents - Short-Term | [5] | (9,233) | (3,473) |
Restricted Cash and Cash Equivalents - Long-Term | $ 32,952 | $ 26,871 | |
[1] | Letters of credit outstanding as of October 31, 2020 expire on various dates through August 2028. | ||
[2] | Short-term reserve related to certain project construction and financing milestones. | ||
[3] | Long-term reserve primarily to fund future module replacements for operating projects which fall under the collateral pool (CCSU and Triangle Street) under the Orion Facility. | ||
[4] | Reserve related to proceeds received from project refinancing to be used to pay-down the Orion Facility unless redeployed into other project financing (at the option of the Orion Agent and the lenders under the Orion Facility). | ||
[5] | Short-term restricted cash and cash equivalents are amounts expected to be released and categorized as unrestricted cash within twelve months of the balance sheet date. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Oct. 31, 2020 | Sep. 14, 2020 | Jun. 28, 2020 | Apr. 27, 2020 | Oct. 31, 2020 |
Commitments And Contingencies [Line Items] | |||||
Recorded Unconditional Purchase Obligation | $ 34,700,000 | $ 34,700,000 | |||
Loss contingency, damages sought | $ 880,000,000 | ||||
Accounts Receivable Outstanding | $ 4,800,000 | ||||
Posco Energy | |||||
Commitments And Contingencies [Line Items] | |||||
Loss contingency, damages sought | $ 200,000,000 | $ 3,300,000 | |||
Unspecified warranty claims | 7 | ||||
License termination | $ 110,000,000 | ||||
Loss contingency, claimed Loss | $ 1,000,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Debt Conversion [Line Items] | |||
Cash interest paid | $ 8,376 | $ 4,091 | $ 4,486 |
Income taxes paid | 2 | 48 | 2 |
Noncash financing and investing activity: | |||
Noncash reclassification between inventory and project assets | 1,152 | 10,793 | |
Acquisition of project assets | 16,704 | ||
Director stock compensation | 104 | 102 | 282 |
Reclassification of value of executive share-based compensation | 434 | ||
Addition of operating lease liabilities | 899 | ||
Addition of operating lease right-of-use assets | 899 | ||
Cashless warrant exercises | 25,994 | ||
Reclassification to equity of warrant liability for warrant exercises | 9,783 | ||
Accrued purchase of fixed assets, cash paid to be paid in subsequent period | 39 | 71 | 1,579 |
Accrued purchase of project assets, cash to be paid in subsequent period | $ 502 | 222 | 3,115 |
Series C Preferred Stock [Member] | |||
Noncash financing and investing activity: | |||
Preferred stock share conversions | 15,491 | $ 20,220 | |
Preferred share modification | (6,047) | ||
Series D Preferred Stock [Member] | |||
Noncash financing and investing activity: | |||
Preferred stock share conversions | $ 31,183 |
Quarterly Information (Unaudi_3
Quarterly Information (Unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) | Aug. 15, 2019 | May 15, 2019 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Quarterly Financial Information [Line Items] | ||||||||||||||
Revenues | $ 16,999,000 | $ 18,728,000 | $ 18,880,000 | $ 16,264,000 | $ 11,041,000 | $ 22,712,000 | $ 9,216,000 | $ 17,783,000 | $ 70,871,000 | $ 60,752,000 | $ 89,437,000 | |||
Gross profit (loss) | (8,045,000) | (3,128,000) | 167,000 | 3,281,000 | (23,389,000) | 7,965,000 | (3,640,000) | (2,205,000) | (7,725,000) | (21,269,000) | ||||
Loss from operations | (17,122,000) | (10,762,000) | (8,142,000) | (3,140,000) | (32,992,000) | (1,070,000) | (17,623,000) | (15,244,000) | (39,166,000) | (66,929,000) | (44,632,000) | |||
Net loss | (18,856,000) | (15,331,000) | (14,769,000) | (40,151,000) | (35,179,000) | (5,311,000) | (19,530,000) | (17,548,000) | (89,107,000) | (77,568,000) | (47,334,000) | |||
Series B Preferred stock dividends | (3,200,000) | |||||||||||||
Net loss to common stockholders | $ (19,656,000) | $ (16,131,000) | $ (15,569,000) | $ (41,082,000) | $ (36,003,000) | $ (8,328,000) | $ (22,876,000) | $ (33,038,000) | $ (92,438,000) | $ (100,245,000) | (62,168,000) | |||
Net loss to common stockholders per basic and diluted common share | [1] | $ (0.08) | $ (0.07) | $ (0.07) | $ (0.20) | $ (0.23) | $ (0.18) | $ (2.06) | $ (3.97) | $ (0.42) | $ (1.82) | |||
Change in fair value of common stock warrant liability | $ (37,086,000) | $ 0 | 0 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||
Series B Preferred stock dividends | $ 0 | $ 0 | $ (800,000) | $ (800,000) | $ (800,000) | $ (931,000) | $ (821,000) | $ (810,000) | $ (800,000) | $ (800,000) | (3,331,000) | (3,231,000) | (3,200,000) | |
Series A Warrant [Member] | ||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||
Change in fair value of common stock warrant liability | (3,169,000) | $ 0 | (3,169,000) | $ 0 | ||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||
Series C preferred stock deemed (dividends) contributions and redemption value adjustment | 884,000 | 1,599,000 | (9,005,000) | (6,522,000) | ||||||||||
Series D Preferred Stock [Member] | ||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||
Series D preferred stock deemed dividends and redemption accretion | $ (3,000) | $ (3,091,000) | $ (976,000) | $ (5,685,000) | $ (9,755,000) | |||||||||
[1] | The full year net loss to common stockholders per basic and diluted common share may not equal the sum of the quarters due to weighting of outstanding shares |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Millions | Dec. 18, 2020USD ($) | Dec. 18, 2020CAD ($) | Dec. 07, 2020USD ($)$ / sharesshares | Dec. 04, 2020USD ($)$ / sharesshares | Dec. 01, 2020$ / sharesshares | Nov. 30, 2020USD ($) | Oct. 31, 2020$ / sharesshares | Oct. 31, 2020$ / sharesshares | Oct. 31, 2019$ / sharesshares | Oct. 31, 2018shares | Dec. 31, 2020CAD ($) | Oct. 06, 2020$ / shares | Apr. 30, 2020$ / shares | Jan. 08, 2020$ / shares | May 08, 2019shares | May 07, 2019shares | Oct. 31, 2017shares |
Subsequent Event [Line Items] | |||||||||||||||||
Share Price | $ / shares | $ 2 | $ 2 | $ 0.24 | $ 1.92 | $ 2.02 | $ 2.29 | |||||||||||
Common stock, shares outstanding | 294,706,758 | 294,706,758 | 193,608,684 | 15,284,269 | 183,411,230 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.242 | $ 0.242 | $ 0.242 | ||||||||||||||
Common Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Sale of common stock, net of fees (in shares) | 86,307,932 | 119,128,677 | 476,265 | ||||||||||||||
Common stock, shares outstanding | 294,706,758 | 294,706,758 | 193,608,684 | 7,972,686 | 5,791,068 | ||||||||||||
Underwriting Agreement | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Sale of common stock, net of fees (in shares) | 50,000,000 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock, shares outstanding | 319,706,758 | ||||||||||||||||
Subsequent Event [Member] | Payoff Letter [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Long-term line of credit after discount | $ | $ 87,300,000 | ||||||||||||||||
Debt instrument prepayment premium | $ | 4,000,000 | $ 14,900,000 | |||||||||||||||
Repayments of lines of credit | $ | $ 11,200,000 | ||||||||||||||||
Subsequent Event [Member] | Orion credit agreement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Class of warrants or rights issued | 2,700,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.242 | ||||||||||||||||
Stock exercises price | $ | $ 653,400 | ||||||||||||||||
Subsequent Event [Member] | Enbridge Inc. [Member] | Payoff Letter [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Carrying value of preferred shares, total | $ | $ 27.4 | ||||||||||||||||
Preferred stock, redemption amount | $ | 4.3 | ||||||||||||||||
Dividends payable | $ | $ 23.1 | ||||||||||||||||
Final payment To payoff | $ 21,500,000 | $ 27.4 | |||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Payoff Letter [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Debt prepayment premium amount to be waived | $ | $ 4,000,000 | ||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | Common Stock [Member] | Orion credit agreement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Class of warrants or rights issued | 2,700,000 | ||||||||||||||||
Subsequent Event [Member] | Underwriting Agreement | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Stock issued to underwriters | 19,822,219 | ||||||||||||||||
Aggregate number of shares issued | 14,696,320 | ||||||||||||||||
Share Price | $ / shares | $ 6.50 | ||||||||||||||||
Sale of common stock, net of fees (in shares) | 25,000,000 | ||||||||||||||||
Stock issued during period on sales agreement | $ | $ 162,500,000 | ||||||||||||||||
Underwriting discounts and commissions | $ / shares | $ 0.2275 | ||||||||||||||||
Net proceeds on sales agreement | $ | $ 156,300,000 | ||||||||||||||||
Subsequent Event [Member] | Underwriting Agreement | Maximum [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Option to purchase additional common stock shares | 5,177,781 |