FUELCELL ENERGY INC, 10-Q filed on 3/16/2021
Quarterly Report
v3.20.4
Document and Entity Information - shares
 3 Months Ended
Jan. 31, 2021
Mar. 12, 2021
Cover [Abstract]    
Entity Registrant Name FUELCELL ENERGY, INC.    
Entity Central Index Key 0000886128  
Document Type 10-Q  
Document Period End Date Jan. 31, 2021  
Amendment Flag false  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q1  
Trading Symbol FCEL  
Title of 12(b) Security Common stock, par value $0.0001 per share  
Security Exchange Name NASDAQ  
Current Fiscal Year End Date --10-31  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity File Number 1-14204  
Entity Tax Identification Number 06-0853042  
Entity Common Stock, Shares Outstanding   322,429,123
Entity Address, State or Province CT  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Entity Address, Address Line One 3 Great Pasture Road  
Entity Address, City or Town Danbury  
Entity Address, Postal Zip Code 06810  
City Area Code 203  
Local Phone Number 825-6000  
Document Quarterly Report true  
Document Transition Report false  
Entity Incorporation, State or Country Code DE  
v3.20.4
Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Jan. 31, 2021
Oct. 31, 2020
Current assets:    
Cash and cash equivalents, unrestricted $ 178,570 $ 149,867
Restricted cash and cash equivalents - short-term [1] 12,252 9,233
Accounts receivable, net 10,021 9,563
Unbilled receivables 8,243 8,041
Inventories 61,901 50,971
Other current assets 7,422 6,306
Total current assets 278,409 233,981
Restricted cash and cash equivalents - long-term 18,772 32,952
Inventories - long-term [2] 4,586 8,986
Project assets 164,593 161,809
Property, plant and equipment, net 35,304 36,331
Operating lease right-of-use assets, net 8,524 10,098
Goodwill 4,075 4,075
Intangible assets, net 19,643 19,967
Other assets 18,488 15,339
Total assets 552,394 523,538
Current liabilities:    
Current portion of long-term debt 14,594 21,366
Current portion of operating lease liabilities 955 939
Accounts payable 8,034 9,576
Accrued liabilities 10,763 15,681
Deferred revenue 18,728 10,399
Preferred stock obligation of subsidiary   938
Total current liabilities 53,074 58,899
Long-term deferred revenue 25,579 31,501
Long-term preferred stock obligation of subsidiary   18,265
Long-term operating lease liabilities 8,327 9,817
Long-term debt and other liabilities 78,051 150,651
Total liabilities 165,031 269,133
Stockholders’ equity:    
Common stock ($0.0001 par value); 337,500,000 shares authorized as of January 31, 2021 and October 31, 2020; 322,412,296 and 294,706,758 shares issued and outstanding as of January 31, 2021 and October 31, 2020, respectively 32 29
Additional paid-in capital 1,538,311 1,359,454
Accumulated deficit (1,210,156) (1,164,196)
Accumulated other comprehensive loss (681) (739)
Treasury stock, Common, at cost (58,080 and 56,411 shares as of January 31, 2021 and October 31, 2020, respectively) (462) (432)
Deferred compensation 462 432
Total stockholders’ equity 327,506 194,548
Total liabilities and stockholders' equity 552,394 523,538
Series B Preferred Stock [Member]    
Current liabilities:    
Redeemable preferred stock $ 59,857 $ 59,857
[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.
v3.20.4
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
Jan. 31, 2021
Oct. 31, 2020
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 337,500,000 337,500,000
Common stock, shares issued 322,412,296 294,706,758
Common stock, shares outstanding 322,412,296 294,706,758
Treasury stock, shares 58,080 56,411
Series B Preferred Stock [Member]    
Preferred Stock, Liquidation Preference, Value $ 64,020 $ 64,020
v3.20.4
Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Revenues:    
Revenues $ 14,877 $ 16,264
Costs of revenues:    
Costs of revenues 18,495 12,983
Gross (loss) profit (3,618) 3,281
Operating expenses:    
Administrative and selling expenses 8,932 5,266
Research and development expenses 1,823 1,155
Total costs and expenses 10,755 6,421
Loss from operations (14,373) (3,140)
Interest expense (2,545) (3,277)
Loss on extinguishment of debt (11,156)  
Loss on extinguishment of preferred stock obligation of subsidiary (934)  
Change in fair value of common stock warrant liability (15,974) (34,245)
Other (expense) income, net (978) 531
Loss before benefit (provision) for income taxes (45,960) (40,131)
(Provision) benefit for income taxes   (20)
Net loss (45,960) (40,151)
Series B preferred stock dividends (800) (931)
Net loss attributable to common stockholders $ (46,760) $ (41,082)
Loss per share basic and diluted:    
Net loss per share attributable to common stockholders $ (0.15) $ (0.20)
Basic and diluted weighted average shares outstanding 312,109,888 202,216,493
Series B Preferred Stock [Member]    
Operating expenses:    
Series B preferred stock dividends $ (800) $ (931)
Product [Member]    
Costs of revenues:    
Costs of revenues 2,366 2,016
Service and License [Member]    
Revenues:    
Revenues 4,913 5,612
Costs of revenues:    
Costs of revenues 5,099 1,618
Generation [Member]    
Revenues:    
Revenues 4,891 5,442
Costs of revenues:    
Costs of revenues 7,115 5,557
Advanced Technologies [Member]    
Revenues:    
Revenues 5,073 5,210
Costs of revenues:    
Costs of revenues $ 3,915 $ 3,792
v3.20.4
Consolidated Statement of Comprehensive Loss (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Statement Of Income And Comprehensive Income [Abstract]    
Net loss $ (45,960) $ (40,151)
Foreign currency translation adjustments 58 (49)
Total comprehensive loss $ (45,902) $ (40,200)
v3.20.4
Consolidated Statements of Changes in Equity (Unaudited) - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Treasury Stock [Member]
Deferred Compensation [Member]
Balance at at Oct. 31, 2019 $ 75,737 $ 19 $ 1,151,454 $ (1,075,089) $ (647) $ (466) $ 466
Balance at (in shares) at Oct. 31, 2019   193,608,684          
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Sale of common stock, net of fees 3,502 $ 1 3,501        
Sale of common stock, net of fees (in shares)   7,938,228          
Orion warrant exercises 25,994 $ 1 25,993        
Orion warrant exercises (in shares)   9,396,320          
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans (6)   (6)        
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans, (in shares)   2,585          
Share based compensation 488   488        
Preferred dividends — Series B (931)   (931)        
Effect of foreign currency translation (49)       (49)    
Adjustment for deferred compensation           29  
Adjustment for deferred compensation (in shares)   20,012          
Adjustment for deferred compensation             (29)
Net loss (40,151)     (40,151)      
Balance at at Jan. 31, 2020 64,584 $ 21 1,180,499 (1,115,240) (696) (437) 437
Balance at (in shares) at Jan. 31, 2020   210,965,829          
Balance at at Oct. 31, 2020 $ 194,548 $ 29 1,359,454 (1,164,196) (739) (432) 432
Balance at (in shares) at Oct. 31, 2020 294,706,758 294,706,758          
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Sale of common stock, net of fees $ 156,366 $ 3 156,363        
Sale of common stock, net of fees (in shares)   25,000,000          
Orion warrant exercises 21,824   21,824        
Orion warrant exercises (in shares)   2,700,000          
Common stock issued, non-employee compensation 45   45        
Common stock issued, non-employee compensation, (in shares)   2,734          
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans 8   8        
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans, (in shares)   4,521          
Share based compensation 1,417   1,417        
Preferred dividends — Series B (800)   (800)        
Effect of foreign currency translation 58       58    
Adjustment for deferred compensation           (30)  
Adjustment for deferred compensation (in shares)   (1,669)          
Adjustment for deferred compensation             30
Release of a share reserve   (48)          
Net loss (45,960)     (45,960)      
Balance at at Jan. 31, 2021 $ 327,506 $ 32 $ 1,538,311 $ (1,210,156) $ (681) $ (462) $ 462
Balance at (in shares) at Jan. 31, 2021 322,412,296 322,412,296          
v3.20.4
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Cash flows from operating activities:    
Net loss $ (45,960) $ (40,151)
Adjustments to reconcile net loss to net cash used in operating activities:    
Share-based compensation 1,417 488
Depreciation and amortization 5,604 4,630
Change in fair value of common stock warrant liability 15,974 34,245
Non-cash charge for extinguishment of preferred stock obligation of subsidiary 934 (475)
Non-cash interest expense on preferred stock and debt obligations 1,566 1,591
Non-cash charge for extinguishment of debt 7,156 0
Operating lease expense 378 156
Operating lease payments (284) (211)
Unrealized foreign currency losses (gains) 848 (84)
Other non-cash transactions, net 628 308
(Increase) decrease in operating assets:    
Accounts receivable (458) (2,301)
Unbilled receivables (3,466) 554
Inventories (8,602) (5,780)
Other assets (954) (1,141)
(Decrease) Increase in operating liabilities:    
Accounts payable (1,887) (2,481)
Accrued liabilities (5,618) (816)
Deferred revenue, royalty & license fee income 2,407 4,962
Net cash used in operating activities (30,317) (6,506)
Cash flows from investing activities:    
Capital expenditures (204) (64)
Project asset expenditures (4,387) (7,624)
Project asset acquisition 0 (611)
Net cash used in investing activities (4,591) (8,299)
Cash flows from financing activities:    
Repayment of debt (82,292) (15,535)
Proceeds from debt, net of debt discount 0 66,862
Payment of deferred financing costs 0 (2,455)
Common stock issued for stock plans and related expenses 8 0
Payment of preferred dividends and return of capital (800) (3,385)
Repayment of preferred stock obligation of subsidiary (21,541) 0
Common stock issuance, net of fees 156,363 0
Proceeds from sale of common stock and warrant exercises, net 654 3,502
Net cash provided by financing activities 52,392 48,989
Effects on cash from changes in foreign currency rates 58 (49)
Net increase in cash, cash equivalents and restricted cash 17,542 34,135
Cash, cash equivalents and restricted cash-beginning of period 192,052 39,778
Cash, cash equivalents and restricted cash-end of period 209,594 73,913
Supplemental cash flow disclosures:    
Cash interest paid and early prepayment charge 8,185 558
Noncash financing and investing activity:    
Operating lease liabilities 1,336 489
Operating lease right-of-use assets 1,336 489
Net noncash reclassifications from project assets to inventory 2,072 2,756
Warrant exercises 21,170 25,994
Accrued purchase of fixed assets, cash to be paid in subsequent period 47 9
Accrued purchase of project assets, cash to be paid in subsequent period $ 839 $ 495
v3.20.4
Nature of Business and Basis of Presentation
 3 Months Ended
Jan. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Nature of Business and Basis of Presentation

Note 1.  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 clean fuel cell 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.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, they do not contain all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all normal and recurring adjustments necessary to fairly present the Company’s financial position and results of operations as of and for the three months ended January 31, 2021 and 2020 have been included. All intercompany accounts and transactions have been eliminated.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The balance sheet as of October 31, 2020 has been derived from the audited financial statements at that date, but it does not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the fiscal year ended October 31, 2020, which are contained in the Company’s Annual Report on Form 10-K previously filed with the SEC. The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year.

Use of Estimates

 

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Estimates are used in accounting for, among other things, revenue recognition, 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), lease liabilities and right-of-use (“ROU”) 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.

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, perform research and development on Advanced Technologies, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs.

 

As of January 31, 2021, unrestricted cash and cash equivalents totaled $178.6 million compared to $149.9 million as of October 31, 2020.

 

In December 2020, the Company closed an underwritten offering of 25.0 million shares of the Company’s common stock. Net proceeds to the Company were approximately $156.4 million after deducting underwriting discounts and commissions and other offering expenses. Proceeds from this offering have been utilized as follows:

 

 

•

Extinguishment of Senior Secured Debt: On December 7, 2020, the Company paid $87.3 million to settle the outstanding principal, accrued but unpaid interest, prepayment premium, fees, costs and other expenses due and owing to the Orion Agent and the lenders under the Orion Facility and the Orion Credit Agreement (in each case as defined elsewhere herein) and related loan documents. Concurrently, the Orion Agent released all of the collateral from the liens granted under the security documents associated with the Orion Facility, which included the release of $11.2 million of restricted cash to the Company.

 

•

Extinguishment of the Series 1 Preferred Shares: On December 17, 2020, the Company paid all amounts owed to Enbridge Inc. (“Enbridge”) under the Series 1 Preferred Shares (as defined elsewhere herein), totaling Cdn. $27.4 million, or approximately $21.5 million in U.S. dollars. Following such payment, Enbridge surrendered its shares in FCE Ltd. (as defined elsewhere herein) and the related Guarantee and January 2020 Letter Agreement (in each case, as defined elsewhere herein) were terminated.

 

•

Working Capital: The remaining $47.5 million of proceeds from the offering was included in unrestricted cash and may be used to accelerate the development and commercialization of our solid oxide platform and for project development, project financing, debt service, working capital support and other general corporate purposes.

 

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, service agreements and generation revenues, (vi) obtain funding for and receive payment for research and development under current and future Advanced Technologies contracts and to successfully commercialize our Advanced Technologies platforms, including our solid oxide platform, (vii) implement the product 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. The Company expects to seek lower-cost long-term debt and tax equity (e.g., sale-leaseback and partnership transactions) for its project asset portfolio as these projects commence commercial operations. The proceeds of any such financing, if obtained, may allow the Company to fund other projects. We may also seek to obtain additional financing in both the debt and equity markets in the future. If financing is not available to us on acceptable terms if and when needed, or on terms acceptable to us or our lenders, if we do not satisfy the conditions of our financing arrangements, if we spend more than the financing approved for projects, if project costs exceed an amount that the Company can finance, or if we do not generate sufficient revenues or obtain capital sufficient for our corporate needs, we may be required to reduce or slow planned spending, reduce staffing, sell assets, seek alternative financing and take other measures, any of which could have a material adverse effect on our financial condition and operations.

 

As of January 31, 2021, 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 are seeking stockholder approval to increase the number of shares of common stock we are authorized to issue at the Company’s Annual Meeting of Stockholders on April 8, 2021, but such approval may not be obtained.
v3.20.4
Recent Accounting Pronouncements
 3 Months Ended
Jan. 31, 2021
Recent Accounting Pronouncements [Abstract]  
Recent Accounting Pronouncements

Note 2.  Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-13 (ASU 2016-13), “Measurement of Credit Losses (Topic 326) on Financial Instruments,” which replaces the existing incurred impairment model for trade receivables with an expected loss model which requires the use of forward-looking information to calculate expected credit loss estimates. The Company adopted ASU 2016-13 as of November 1, 2020, which had no impact on the Company’s Consolidated Financial Statements.

 Recent Accounting Guidance Not Yet Effective

There is no recent accounting guidance not yet effective that is expected to have a material impact on the Company’s financial statements when adopted.
v3.20.4
Revenue Recognition
 3 Months Ended
Jan. 31, 2021
Revenue From Contract With Customer [Abstract]  
Revenue Recognition

Note 3.  Revenue Recognition

Contract Balances

 

Contract assets as of January 31, 2021 and October 31, 2020 were $20.4 million and $16.9 million, respectively. The contract assets relate to the Company’s rights to consideration for work completed but not billed. These amounts are included on a separate line item as Unbilled receivables, and balances expected to be billed later than one year from the balance sheet date are included within Other assets on the accompanying Consolidated Balance Sheets. The net change in contract assets represents amounts recognized as revenue offset by customer billings.

 

Contract liabilities as of January 31, 2021 and October 31, 2020 were $44.3 million and $41.9 million, respectively. The contract liabilities relate to the advance billings to customers for services that will be recognized over time and in some instances for deferred revenue relating to license performance obligations that will be recognized at a future point in time. The Company has discontinued revenue recognition of the deferred license revenue related to the terminated POSCO Energy License Agreements (as defined elsewhere herein) given the pending arbitration and will continue to evaluate this deferred revenue in future periods (for more information, refer to Note 18. “Commitment and Contingencies”). As of January 31, 2021, $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 January 31, 2021, the Company’s total remaining performance obligations for service agreements were $141.7 million, for license agreements were $22.2 million and for Advanced Technologies contracts were $44.1 million in the aggregate. 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.
v3.20.4
Accounts Receivable, Net and Unbilled Receivables
 3 Months Ended
Jan. 31, 2021
Receivables [Abstract]  
Accounts Receivable, Net and Unbilled Receivables

Note 4.  Accounts Receivable, Net and Unbilled Receivables

Accounts receivable, net and Unbilled receivables as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Commercial Customers:

 

 

 

 

 

 

 

 

Amount billed

 

$

8,409

 

 

$

7,329

 

Unbilled receivables (1)

 

 

7,262

 

 

 

7,063

 

 

 

 

15,671

 

 

 

14,392

 

Advanced Technologies (including U.S. government(2)):

 

 

 

 

 

 

 

 

Amount billed

 

 

1,612

 

 

 

2,234

 

Unbilled receivables

 

 

981

 

 

 

978

 

 

 

 

2,593

 

 

 

3,212

 

Accounts receivable, net and unbilled receivables

 

$

18,264

 

 

$

17,604

 

 

(1)

Additional long-term unbilled receivables of $12.1 million and $8.9 million are included within “Other Assets” as of January 31, 2021 and October 31, 2020, respectively.

(2)

Total U.S. government accounts receivable, including unbilled receivables, outstanding as of January 31, 2021 and October 31, 2020 were $1.0 million and $1.1 million, respectively.

 

We bill customers for power platform and power platform component sales based on certain contractual milestones being reached. We bill service agreements based on the contract price and billing terms of the contracts. Generally, our Advanced Technologies contracts are billed based on actual revenues recorded, typically in the subsequent month. Some Advanced Technologies contracts are billed based on contractual milestones or costs incurred. Unbilled receivables relate to revenue recognized on customer contracts that have not been billed.

The Company had no allowance for doubtful accounts as of January 31, 2021 and October 31, 2020. Uncollectible accounts receivable are charged against the allowance for doubtful accounts when all collection efforts have failed and it is deemed unlikely that the amount will be recovered.
v3.20.4
Inventories
 3 Months Ended
Jan. 31, 2021
Inventory Disclosure [Abstract]  
Inventories

Note 5.  Inventories

Inventories (short and long-term) as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Raw materials

 

$

25,776

 

 

$

21,726

 

Work-in-process (1)

 

 

40,711

 

 

 

38,231

 

Inventories

 

 

66,487

 

 

 

59,957

 

Inventories - short-term

 

 

(61,901

)

 

 

(50,971

)

Inventories - long-term (2)

 

$

4,586

 

 

$

8,986

 

 

(1)

Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future project asset construction or power plant orders or for use under the Company’s service agreements. Included in work-in-process as of January 31, 2021 and October 31, 2020 was $26.7 million and $19.6 million, respectively, of completed standard components and modules.

(2)

Long-term inventory includes modules that are contractually required to be segregated for use as replacement modules for specific project assets.

Raw materials consist mainly of various nickel powders and steels, various other components used in producing cell stacks and purchased components for balance of plant. Work-in-process inventory is comprised of material, labor, and overhead costs incurred to build fuel cell stacks and modules, which are subcomponents of a power plant.

The Company incurred costs associated with excess plant capacity and manufacturing variances of $2.0 million and $1.7 million for the three months ended January 31, 2021 and 2020, respectively, which were included within product cost of revenues on the Consolidated Statements of Operations and Comprehensive Loss.
v3.20.4
Project Assets
 3 Months Ended
Jan. 31, 2021
Project Assets [Abstract]  
Project Assets

Note 6.  Project Assets

Project assets as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

January 31,

 

 

October 31,

 

 

Estimated

 

 

2021

 

 

2020

 

 

Useful Life

Project Assets - Operating

 

$

103,452

 

 

$

99,351

 

 

5-20 years

Project Assets - Construction in progress

 

 

93,998

 

 

 

91,276

 

 

7-20 years

 

 

 

197,450

 

 

 

190,627

 

 

 

Accumulated depreciation

 

 

(32,857

)

 

 

(28,818

)

 

 

Project Assets, net

 

$

164,593

 

 

$

161,809

 

 

 

 

Project assets as of January 31, 2021 and October 31, 2020 included eight, completed, commissioned installations generating power with respect to which the Company has a power purchase agreement (“PPA”) with the end-user of power and site host or utility with an aggregate value of $70.6 million and $70.5 million as of January 31, 2021 and October 31, 2020, respectively. Certain of these assets are the subject of sale-leaseback arrangements with PNC Energy Capital, LLC (“PNC”) and Crestmark Equipment Finance (“Crestmark”). Project asset depreciation was approximately $4.0 million and $3.0 million for the three months ended January 31, 2021 and 2020, respectively.

Project assets as of January 31, 2021 and October 31, 2020 also include installations with carrying values of $94.0 million and $91.3 million, respectively, which are being developed and constructed by the Company in connection with projects for which we have entered into PPAs or projects for which we expect to secure PPAs or otherwise recover the asset value and which have not yet been placed in service. Of these totals, as of January 31, 2021 and October 31, 2020, approximately $4.9 million and $4.8 million, respectively, relates to projects for which we expect to secure long-term contracts and/or otherwise recover the asset value and which have not yet been placed in service.

 

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 16. “Debt” for more information).
v3.20.4
Goodwill and Intangible Assets
 3 Months Ended
Jan. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

Note 7.  Goodwill and Intangible Assets

As of January 31, 2021 and October 31, 2020, the Company had goodwill of $4.1 million and intangible assets of $19.6 million and $20.0 million, respectively, that were recorded in connection with the Company’s 2012 acquisition of Versa Power Systems, Inc. (“Versa”) and the 2019 Bridgeport Fuel Cell Project acquisition. The Versa acquisition intangible asset is an indefinite-lived in-process research and development intangible asset for cumulative research and development efforts associated with the development of solid oxide fuel cell stationary power generation. Amortization expense for the Bridgeport Fuel Cell Project PPA asset for each of the three months ended January 31, 2021 and 2020 was $0.3 million.

 

The following tables summarize the Company’s intangible assets as of January 31, 2021 and October 31, 2020 (in thousands): 

 

As of January 31, 2021

 

Gross Amount

 

 

Accumulated

Amortization

 

 

Net Amount

 

In-Process Research and Development

 

$

9,592

 

 

$

-

 

 

$

9,592

 

Bridgeport PPA

 

 

12,320

 

 

 

(2,269

)

 

 

10,051

 

Total

 

 

21,912

 

 

 

(2,269

)

 

 

19,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of October 31, 2020

 

Gross Amount

 

 

Accumulated

Amortization

 

 

Net Amount

 

In-Process Research and Development

 

$

9,592

 

 

$

-

 

 

$

9,592

 

Bridgeport PPA

 

 

12,320

 

 

 

(1,945

)

 

 

10,375

 

Total

 

 

21,912

 

 

 

(1,945

)

 

 

19,967

 

 
v3.20.4
Other Current Assets
 3 Months Ended
Jan. 31, 2021
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]  
Other Current Assets

Note 8.  Other Current Assets

Other current assets as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Advance payments to vendors (1)

 

$

1,483

 

 

$

1,954

 

Prepaid expenses and other (2)

 

 

5,939

 

 

 

4,352

 

Other current assets

 

$

7,422

 

 

$

6,306

 

 

(1)

Advance payments to vendors relate to payments for inventory purchases ahead of receipt.

(2)

Primarily relates to other prepaid vendor expenses including insurance expense.
v3.20.4
Other Assets
 3 Months Ended
Jan. 31, 2021
Other Assets Noncurrent [Abstract]  
Other Assets

Note 9.  Other Assets

Other assets as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Long-term stack residual value (1)

 

$

702

 

 

$

890

 

Long-term unbilled receivables (2)

 

 

12,119

 

 

 

8,856

 

Other (3)

 

 

5,667

 

 

 

5,593

 

Other assets

 

$

18,488

 

 

$

15,339

 

 

(1)

Relates to estimated residual value for module exchanges performed under the Company’s service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the full cost of the module is expensed at the time of the module exchange.

(2)

Represents unbilled receivables that relate to revenue recognized on customer contracts that will be billed in future periods in excess of 12 months from the balance sheet date.

(3)

The Company entered into an agreement with one of its customers on June 29, 2016 which includes payments for the purchase of the customer’s power platforms by the Company at the end of the term of the agreement. The payments are to be made in installments over the term of the agreement and the total amount paid as of each of January 31, 2021 and October 31, 2020 was $2.4 million. Also included within “Other” are long-term security deposits and prepaid withholding taxes on deferred revenue as of January 31, 2021 and October 31, 2020.
v3.20.4
Accrued Liabilities
 3 Months Ended
Jan. 31, 2021
Accrued Liabilities Current [Abstract]  
Accrued Liabilities

Note 10.  Accrued Liabilities

Accrued liabilities as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Accrued payroll and employee benefits

 

$

1,955

 

 

$

4,461

 

Accrued product warranty cost (1)

 

 

91

 

 

 

97

 

Accrued service agreement and PPA costs (2)

 

 

5,853

 

 

 

7,037

 

Accrued legal, taxes, professional and other (3)

 

 

2,864

 

 

 

4,086

 

Accrued liabilities

 

$

10,763

 

 

$

15,681

 

 

(1)

The decrease in accrued product warranty cost represents a reduction related to actual warranty activity as contracts progress through the warranty period. Product warranty expense for the three months ended January 31, 2021 and 2020 was $0.01 million and $0.02 million, respectively.

(2)

Accrued service agreement costs include loss accruals on service agreements of $5.5 million as of October 31, 2020, which decreased to $4.5 million as of January 31, 2021. The decrease is the result of a change in the timing of future module replacements. The accruals for performance guarantees, including PPA performance guarantees was $1.3 million as of January 31, 2021, which reflects a slight decrease from $1.4 million as of October 31, 2020.

(3)

Accrued legal, taxes, professional and other includes deferred director compensation of $0.8 million and $0.1 million as of January 31, 2021 and October 31, 2020, respectively, for cash compensation to be paid out in the future upon cessation of service on the Board of Directors for two Directors. The increase in deferred director compensation reflects the increase in the Company share price as of January 31, 2021 (compared to the Company’s share price as of October 31, 2020) as this compensation amount is based upon the current share price.

v3.20.4
Leases
 3 Months Ended
Jan. 31, 2021
Leases [Abstract]  
Leases

Note 11.  Leases

 

The Company enters into operating and finance lease agreements for the use of real estate, vehicles, information technology equipment, and certain other equipment. We determine if an arrangement contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Operating leases are included in Operating lease right-of-use assets, net, Operating lease liabilities, and Long-term operating lease liabilities in the Company’s Consolidated Balance Sheet. Finance leases are not considered significant to the Company’s Consolidated Balance Sheet or Consolidated Statement of Operations and Comprehensive Loss. Finance lease ROU assets at January 31, 2021 and October 31, 2020 of $0.03 million and $0.04 million, respectively, are included in Property, plant and equipment, net in the Company’s consolidated balance sheet. Finance lease liabilities at January 31, 2021 and October 31, 2020 of $0.02 million and $0.04 million, respectively, are included in Current portion of long-term debt and Long-term debt and other liabilities in the Company’s Consolidated Balance Sheet.

 

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. 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 expense for the three months ended January 31, 2021 and 2020 was $0.4 million and $0.2 million, respectively. As of January 31, 2021, the weighted average remaining lease term (in years) was approximately 20 years and the weighted average discount rate was 7.5%. Lease payments made during the three months ended January 31, 2021 and 2020 were $0.3 million and $0.2 million, respectively.

 

Undiscounted maturities of operating lease and finance lease liabilities are as follows:

 

 

 

Operating

Leases

 

 

Finance

Leases

 

Due Year 1

 

$

1,244

 

 

$

21

 

Due Year 2

 

 

1,425

 

 

 

3

 

Due Year 3

 

 

898

 

 

 

—

 

Due Year 4

 

 

740

 

 

 

—

 

Due Year 5

 

 

712

 

 

 

—

 

Thereafter

 

 

14,684

 

 

 

—

 

Total undiscounted lease payments

 

 

19,703

 

 

 

24

 

Less imputed interest

 

 

(10,421

)

 

 

(1

)

Total discounted lease payments

 

$

9,282

 

 

$

23

 

 
v3.20.4
Stockholders' Equity and Warrant Liabilities
 3 Months Ended
Jan. 31, 2021
Equity [Abstract]  
Stockholders' Equity and Warrant Liabilities

Note 12. Stockholders’ Equity and Warrant Liabilities

 

December Common Stock Offering

 

In December of 2020, the Company and Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities Fund II GPFA, L.P., Orion Energy Credit Opportunities Fund II PV, L.P., and Orion Energy Credit Opportunities FuelCell Co-Invest, L.P. (the lenders under the Credit Agreement among the Company, certain of its affiliates as guarantors, Orion Energy Partners Investment Agent, LLC (the “Orion Agent”) and such lenders (as amended, the “Orion Credit Agreement”) for a $200.0 million senior secured credit facility (the “Orion Facility”)) (the “Selling Stockholders”) completed a public offering of the Company’s common stock. In connection with this public offering, the Company and the Selling Stockholders entered into an underwriting agreement pursuant to which (i) the Company agreed to issue and sell to the underwriters 19,822,219 shares of the Company’s common stock, plus up to 5,177,781 shares of common stock pursuant to an option to purchase additional shares, and (ii) the Selling Stockholders agreed to sell to the underwriters 14,696,320 shares of common stock, in each case at a price to the public of $6.50 per share. The underwriters exercised their option to purchase additional shares, resulting in the issuance and sale by the Company at the closing of the offering of a total of 25,000,000 shares of common stock. The offering closed on December 4, 2020.

 

Gross proceeds from the sale of common stock by the Company in the offering were $162.5 million. The Company did not receive any proceeds from the sale of common stock in the offering by the Selling Stockholders.

 

The Company and the Selling Stockholders paid underwriting discounts and commissions of $0.2275 per share, and net proceeds to the Company were approximately $156.4 million after deducting such underwriting discounts and commissions and other estimated offering expenses.

 

Outstanding Warrants

Orion Warrants

In connection with the closing of the Orion Credit Agreement and the Company’s initial draw down under the Orion Credit Agreement of $14.5 million (the “Initial Funding”), on October 31, 2019, the Company issued warrants to the lenders under the Orion Credit Agreement to purchase up to a total of 6,000,000 shares of the Company’s common stock, at an exercise price of $0.310 per share (the “Initial Funding Warrants”). In addition, under the Orion Credit Agreement, on November 22, 2019, the date on which the Company made a second draw of $65.5 million under the Orion Credit Agreement (the “Second Funding”), the Company issued warrants to the lenders under the Orion Credit Agreement to purchase up to a total of 14,000,000 shares of the Company’s common stock, with an exercise price with respect to 8,000,000 of such shares of $0.242 per share and with an exercise price with respect to 6,000,000 of such shares of $0.62 per share (the “Second Funding Warrants”, and together with the Initial Funding Warrants, the “Orion Warrants”). During fiscal year 2020, the lenders exercised all of the Orion Warrants, except for Orion Warrants to purchase 2,700,000 shares of common stock. 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).

The Orion Warrants that were converted on December 7, 2020 were remeasured to fair value immediately preceding the conversion based upon volatility of 117.02%, a risk free rate of 0.70% and the Company’s common stock price of $7.95 on December 4, 2020, which resulted in a $16.0 million charge for the three months ended January 31, 2021. The estimated fair value of the converted warrants as of the date of conversion of $21.2 million was reclassified to Additional paid in capital.

During the three months ended January 31, 2020, the lenders exercised, on a cashless basis, Orion Warrants representing the right to purchase 12,000,000 shares of the Company’s common stock. Because these Orion Warrants were exercised on a cashless basis, the Company issued in the aggregate 9,396,320 shares of the Company’s common stock. The Orion Warrants that were converted were remeasured to fair value immediately preceding the conversion based upon volatility of 103.7%, a risk free rate of 1.81% and the Company’s common stock price of $2.29 on January 8, 2020, which resulted in a $23.7 million charge for the three months ended January 31, 2020. The revised estimated fair value of the converted warrants as of the date of conversion of $26.0 million was reclassified to Additional paid in capital. The remaining warrants as of January 31, 2020 were remeasured to estimated fair value based upon a volatility of 104.9%, a risk free rate of 1.45% and the Company’s common stock price at January 31, 2020 of $1.59 per share, which resulted in a charge for the three months ended January 31, 2020 of $10.5 million.

 

Other Warrants

On May 3, 2017, the Company completed an underwritten public offering that included the offering and sale of: (i) 1,000,000 shares of its common stock, and (ii) Series C warrants to purchase 1,000,000 shares of its common stock that have an exercise price of $19.20 per share and a term of five years. No Series C warrants were exercised during the three months ended January 31, 2021. The Series C warrants contain provisions regarding adjustments to their exercise price and the number of shares of common stock issuable upon exercise.

The following table summarizes outstanding warrant activity during the three months ended January 31, 2021:

 

 

 

Series C Warrants

 

 

Orion Warrants

 

Balance as of October 31, 2020

 

 

964,128

 

 

 

2,700,000

 

Warrants exercised

 

 

—

 

 

 

(2,700,000

)

Balance as of January 31, 2021

 

 

964,128

 

 

 

—

 

 
v3.20.4
Redeemable Preferred Stock
 3 Months Ended
Jan. 31, 2021
Preferred Stock [Abstract]  
Redeemable Preferred Stock

Note 13.  Redeemable Preferred Stock

The Company is authorized to issue up to 250,000 shares of preferred stock, par value $0.01 per share, in one or more series, of which 105,875 shares were designated as 5% Series B Cumulative Convertible Perpetual Preferred Stock (“Series B Preferred Stock”) in March 2005.

 

Series B Preferred Stock

As of January 31, 2021, the Company had 105,875 shares of Series B Preferred Stock, with a liquidation preference of $1,000.00 per share, authorized for issuance. As of January 31, 2021 and October 31, 2020, there were 64,020 shares of Series B Preferred Stock issued and outstanding, with a carrying value of $59.9 million. Dividends of $0.8 million and $2.4 million were paid in cash during the three-month periods ended January 31, 2021 and 2020, respectively. The 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.

Class A Preferred Shares

As of October 31, 2020, FCE FuelCell Energy, Ltd. (“FCE Ltd.”) had 1,000,000 Class A Preferred Shares (the “Series 1 Preferred Shares”) issued and outstanding, which were held by Enbridge Inc. (“Enbridge”). Dividends and return of capital payments were due quarterly based on calendar quarters. The Company made payments of Cdn. $1.2 million during the three-month period ended January 31, 2020. The Company’s payments made during the fiscal quarter ended January 31, 2020 included the payments which were not made previously for the calendar quarters ended on March 31, 2019, June 30, 2019 and September 30, 2019. The Company recorded interest expense, which reflects the amortization of the fair value discount of approximately Cdn. $0.6 million for the three months ended January 31, 2021 and 2020. As of October 31, 2020, the carrying value of the Series 1 Preferred Shares was Cdn. $25.6 million (U.S. $19.2 million) and was classified as a preferred stock obligation of a subsidiary on the Consolidated Balance Sheets.

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 are 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.  In addition, the parties agreed to amend the Company’s guarantee in favor of Enbridge (the “Guarantee”) as necessary or as the parties may mutually agree, in either case, in order to be consistent with such amended articles and to maintain the Company’s guarantee of FCE Ltd.’s obligations under the Series 1 Preferred Shares. 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 terms of the January 2020 Letter Agreement, the Company was still required to make (i) annual dividend payments of Cdn. $500,000 and (ii) annual return of capital payments of Cdn. $750,000. Dividend and return of capital payments were to be made on a quarterly basis and were scheduled to end on December 31, 2021 unless these obligations were satisfied in advance of such date.

 

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 which resulted in a loss of Cdn. $0.2 million (U.S. $0.2 million) recorded in Other (expense) income, net on the Consolidated Statements of Operations and Comprehensive Loss during the three months ended January 31, 2020.

 

Prior to the amendment, the Company bifurcated embedded derivatives related to the conversion feature and a variable dividend feature. As a result of the January 2020 Letter Agreement, both features were removed from the Series 1 Preferred Shares which resulted in the Company recognizing a gain of U.S. $0.6 million related to the extinguishment of the embedded derivatives during the three months ended January 31, 2020.

 

In December 2020, the Company, FCE Ltd., and Enbridge entered into a payoff letter, pursuant to which the Company paid all amounts owed to Enbridge under the terms of the Series 1 Preferred Shares. As of the date of the payoff letter, the amount owed to Enbridge under the Series 1 Preferred Shares totaled Cdn. $27.4 million, which included Cdn. $4.3 million of principal and Cdn. $23.1 million of accrued dividends.

 

On December 18, 2020, the Company remitted payment totaling Cdn. $27.4 million, or approximately $21.5 million U.S. dollars, to Enbridge. Upon making the payment, the Company recorded a loss on extinguishment for the Series 1 Preferred Shares of $0.9 million. Concurrent with receipt of the payment from the Company, Enbridge surrendered its Series 1 Preferred Shares in FCE Ltd., and the Guarantee and the January 2020 Letter Agreement were terminated. All obligations related to the Series 1 Preferred Shares were extinguished upon payment.
v3.20.4
Loss Per Share
 3 Months Ended
Jan. 31, 2021
Earnings Per Share [Abstract]  
Loss Per Share

Note 14.  Loss Per Share

The calculation of basic and diluted loss per share was as follows:

 

 

 

Three Months Ended January 31,

 

 

 

2021

 

 

2020

 

Numerator

 

 

 

 

 

 

 

 

Net loss

 

$

(45,960

)

 

$

(40,151

)

Series B preferred stock dividends

 

 

(800

)

 

 

(931

)

Net loss attributable to common stockholders

 

$

(46,760

)

 

$

(41,082

)

Denominator

 

 

 

 

 

 

 

 

Weighted average basic common shares

 

 

312,109,888

 

 

 

202,216,493

 

Effect of dilutive securities (1)

 

 

—

 

 

 

—

 

Weighted average diluted common shares

 

 

312,109,888

 

 

 

202,216,493

 

Basic loss per share

 

$

(0.15

)

 

$

(0.20

)

Diluted loss per share (1)

 

$

(0.15

)

 

$

(0.20

)

 

(1)

Due to the net loss to common stockholders in each of the periods presented above, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. As of January 31, 2021 and 2020, potentially dilutive securities excluded from the diluted loss per share calculation are as follows:

 

 

 

January 31,

 

 

January 31,

 

 

 

2021

 

 

2020

 

Orion Warrants

 

 

-

 

 

 

8,000,000

 

May 2017 Offering - Series C Warrants

 

 

964,128

 

 

 

964,128

 

Outstanding options to purchase common stock

 

 

23,891

 

 

 

24,927

 

Unvested Restricted Stock Awards

 

 

538

 

 

 

24,009

 

Unvested Restricted Stock Units

 

 

2,914,459

 

 

 

176,561

 

5% Series B Cumulative Convertible Preferred Stock

 

 

37,837

 

 

 

37,837

 

Total potentially dilutive securities

 

 

3,940,853

 

 

 

9,227,462

 

 
v3.20.4
Restricted Cash
 3 Months Ended
Jan. 31, 2021
Restricted Cash And Investments [Abstract]  
Restricted Cash

Note 15.  Restricted Cash

As of January 31, 2021 and October 31, 2020, there was $31.0 million and $42.2 million, respectively, of restricted cash and cash equivalents pledged as performance security, reserved for future debt service requirements, reserved for letters of credit for certain banking requirements and contracts, and reserved to pay down the Orion Facility or be redeployed into other project financing at the option of the Orion Agent and the lenders under the Orion Facility. Refer to Note 16. “Debt” for additional information on the release of the restricted cash under the Orion Facility. The allocation of restricted cash is as follows (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Cash Restricted for Outstanding Letters of Credit (1)

 

$

6,478

 

 

$

6,543

 

Cash Restricted for PNC Sale-Leaseback Transactions

 

 

13,031

 

 

 

15,125

 

Cash Restricted for Crestmark Sale-Leaseback Transaction

 

 

431

 

 

 

431

 

Bridgeport Fuel Cell Park Project Debt Service and Performance Reserves

 

 

10,457

 

 

 

7,549

 

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

 

 

627

 

 

 

1,344

 

Total Restricted Cash

 

 

31,024

 

 

 

42,185

 

      Restricted Cash and Cash Equivalents - Short-Term (5)

 

 

(12,252

)

 

 

(9,233

)

Restricted Cash and Cash Equivalents - Long-Term

 

$

18,772

 

 

$

32,952

 

(1)

Letters of credit outstanding as of January 31, 2021 expire on various dates through August 2028.

(2)

Short-term reserve related to certain project construction and financing milestones.

(3)

Long-term reserve to be used primarily to fund future module replacements for operating projects falling 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.

 
v3.20.4
Debt
 3 Months Ended
Jan. 31, 2021
Debt Disclosure [Abstract]  
Debt

Note 16.  Debt

Debt as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Orion Energy Partners Credit Facility

 

$

—

 

 

$

80,000

 

Connecticut Green Bank Loan

 

 

4,800

 

 

 

4,800

 

Connecticut Green Bank Loan (Bridgeport Fuel Cell Project)

 

 

4,884

 

 

 

5,065

 

Liberty Bank Term Loan Agreement (Bridgeport Fuel Cell Project)

 

 

9,028

 

 

 

9,549

 

Fifth Third Bank Term Loan Agreement (Bridgeport Fuel Cell Project)

 

 

9,028

 

 

 

9,549

 

Finance obligation for sale-leaseback transactions

 

 

49,253

 

 

 

49,274

 

State of Connecticut Loan

 

 

9,248

 

 

 

9,454

 

Liberty Bank Promissory Note (PPP Note)

 

 

6,515

 

 

 

6,515

 

Finance lease obligations

 

 

23

 

 

 

38

 

Deferred finance costs

 

 

(1,529

)

 

 

(3,737

)

Unamortized debt discount

 

 

—

 

 

 

(5,152

)

Total debt and financing obligations

 

$

91,250

 

 

$

165,355

 

Current portion of long-term debt and financing obligations

 

 

(14,594

)

 

 

(21,366

)

Long-term debt and financing obligations

 

$

76,656

 

 

$

143,989

 

Orion Energy Partners Investment Agent, LLC Credit Agreement

 

On November 30, 2020, the Company, its subsidiary guarantors, and the Orion Agent entered into a payoff letter with respect to the Orion Credit Agreement (the “Orion Payoff Letter”). Pursuant to the Orion Payoff Letter, on December 7, 2020, the Company paid a total of $87.3 million to the Orion Agent, representing the outstanding principal, accrued but unpaid interest, prepayment premium, fees, costs and other expenses due and owing under the Orion Facility and the Orion Credit Agreement and related loan documents, in full repayment of the Company’s outstanding indebtedness under the Orion Facility and the Orion Credit Agreement and related loan documents. In accordance with the Orion Payoff Letter, the aggregate prepayment premium set forth in the Orion Credit Agreement was reduced from approximately $14.9 million to $4.0 million and the Orion Agent, on behalf of itself and the lenders, agreed that any portion of the prepayment premium that would otherwise be required to be paid pursuant to the Orion Credit Agreement in excess of $4.0 million was waived by the Orion Agent and the lenders. The Company expensed the remaining deferred finance costs and debt discount of $7.1 million. The Company has classified the $4.0 million prepayment premium and the deferred finance costs and debt discount expense as Loss on extinguishment of debt on the Consolidated Statements of Operations and Comprehensive Loss.

 

Concurrently with the Orion Agent’s receipt of full payment pursuant to the Orion Payoff Letter, the Orion Agent released all of the collateral from the liens granted under the security documents associated with the Orion Facility (which included the release of $11.2 million of restricted cash to the Company, which became unrestricted cash), and the Company and its subsidiaries were unconditionally released from their respective obligations under the Orion Credit Agreement (and related loan documents) and the Orion Facility without further action. With the termination of the Orion Facility and the Orion Credit Agreement and related loan documents, the lenders no longer have the right to appoint representatives to attend the Company’s Board of Director meetings as observers.

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 SBA. Pursuant to the PPP Note, the Company received total proceeds of approximately $6.5 million on April 24, 2020.

 

Refer to Note. 19. “Subsequent Events” for information regarding the withdrawal of the application for forgiveness and the repayment of the PPP Note.
v3.20.4
Benefit Plans
 3 Months Ended
Jan. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Benefit Plans

Note 17. Benefit Plans

 

We have stockholder approved equity incentive plans, a stockholder approved Employee Stock Purchase Plan and an employee tax-deferred savings plan. During the three months ended January 31, 2021, the Company approved a sub-plan to its 2018 Omnibus Incentive Plan, as amended and restated, which is 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 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.

On November 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 (as identified in the definitive proxy statement filed by the Company on February 19, 2021). 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 during the three months ended January 31, 2021 will be earned over the performance period ending on October 31, 2023, but will remain subject to a continued service-based vesting requirement until the third anniversary of the date of grant. The performance measure for the relative TSR performance shares is the TSR of the Company relative to the TSR of the Russell 2000 from November 1, 2020 through October 31, 2023. The performance measure for the absolute TSR performance shares is an increase in the Company’s stock price during the performance period of November 1, 2020 through October 31, 2023. The time-vesting RSUs granted during the three months ended January 31, 2021 will vest at a rate of one-third 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.

 

On November 24, 2020, 848,078 RSUs were awarded under the LTI Plan, which include 551,252 performance awards and 296,826 time-based awards. Should the Company’s share price achieve the 200% performance level, awardees will receive up to 551,252 additional RSUs. The performance awards were valued based on a Monte-Carlo Simulation, and the estimated fair value of the 275,626 relative TSR performance shares are $14.41 per share and the estimated fair value of the 275,626 absolute TSR performance shares are $15.36 per share. The performance shares and time-based awards will be expensed over the three-year service period.

 

Share-based compensation was reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands):

 

 

Three months Ended January 31,

 

 

 

2021

 

 

2020

 

Cost of revenues

 

$

178

 

 

$

117

 

General and administrative expense

 

$

1,163

 

 

$

339

 

Research and development expense

 

$

30

 

 

$

21

 

 

 

$

1,371

 

 

$

477

 

Restricted Stock Awards and Restricted Stock Units Including Performance Based Awards

 

The following table summarizes our RSA and RSU activity for the three months ended January 31, 2021:

 

Restricted Stock Awards and Units

 

Shares

 

 

Weighted-Average Fair Value

 

Outstanding as of October 31, 2020

 

 

2,067,140

 

 

$

5.06

 

Granted - performance shares

 

 

551,252

 

 

 

14.89

 

Granted - time-vesting restricted stock units

 

 

296,826

 

 

 

3.28

 

Vested

 

 

(221

)

 

 

20.40

 

Outstanding as of January 31, 2021

 

 

2,914,997

 

 

 

5.46

 

 
v3.20.4
Commitments and Contingencies
 3 Months Ended
Jan. 31, 2021
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 18.  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 January 31, 2021, the Company had unconditional purchase commitments aggregating $64.4 million, for materials, supplies and services in the normal course of business.

Legal Proceedings

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 the “License Agreements”. The License Agreements provided POSCO Energy with the exclusive technology rights to manufacture, sell, distribute and service our SureSource 300, SureSource 1500 and SureSource 3000 fuel cell technology in the South Korean and broader Asian markets. Due to certain actions and inactions of POSCO Energy, the Company has not realized any new material revenues, royalties or new projects developed by POSCO Energy since late 2015.

 

In November 2019, POSCO Energy spun-off its fuel cell business into a new entity, Korea Fuel Cell Co., Ltd. (“KFC”), without the Company’s consent. As part of the spin-off, POSCO Energy transferred manufacturing and service rights under the License Agreements to KFC, but retained distribution rights and severed its own liability under the License Agreements. The Company formally objected to POSCO Energy’s spin-off, and POSCO Energy posted a bond to secure any liabilities to the Company arising out of the spin-off. In September 2020, the Korean Electricity Regulatory Committee found that POSCO Energy’s spin-off of the fuel cell business to KFC may have been done in violation of South Korean law.

 

On February 19, 2020, the Company notified POSCO Energy in writing that it was in material breach of the License Agreements by (i) its actions in connection with the spin-off of the fuel cell business to KFC, (ii) its suspension of performance through its cessation of all sales activities since late 2015 and its abandonment of its fuel cell business in Asia, and (iii) its disclosure of material nonpublic information to third parties and its public pronouncements about the fuel cell business on television and in print media that have caused reputational damage to the fuel cell business, the Company and its products. The Company also notified POSCO Energy that, under the terms of the License Agreements, it had 60 days to fully cure its breaches to the Company’s satisfaction and that failure to so cure would lead to termination of the License Agreements. Further, on March 27, 2020, the Company notified POSCO Energy of additional instances of its material breach of the License Agreements based on POSCO Energy’s failure to pay royalties required to be paid in connection with certain module 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 January 31, 2021, outstanding accounts receivable due from KOSPO were $6.4 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.
v3.20.4
Subsequent Events
 3 Months Ended
Jan. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events

Note 19.  Subsequent Events

 

Repayment of Paycheck Protection Program Promissory Note

 

As disclosed in Note 16. Debt, 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 SBA. Pursuant to the PPP Note, the Company received total loan proceeds of approximately $6.5 million on April 24, 2020 (the “PPP Loan”).

 

As required by Orion Energy Partners Investment Agent, LLC and its affiliated lenders (collectively, “Orion”) under the Company’s (now former) senior secured credit facility, the Company applied for forgiveness of the PPP Loan in October 2020. However, with the repayment in full of all amounts owed to Orion in December 2020, the Company is no longer required to pursue forgiveness of the PPP Loan. Additionally, since the time of the application for forgiveness, the Company’s financial circumstances have changed substantially, such that the Company is no longer in need of forgiveness of the PPP Loan. Accordingly, on February 11, 2021, the Company withdrew its application for forgiveness and repaid all amounts outstanding under the PPP Note.
v3.20.4
Nature of Business and Basis of Presentation (Policies)
 3 Months Ended
Jan. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, they do not contain all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all normal and recurring adjustments necessary to fairly present the Company’s financial position and results of operations as of and for the three months ended January 31, 2021 and 2020 have been included. All intercompany accounts and transactions have been eliminated.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The balance sheet as of October 31, 2020 has been derived from the audited financial statements at that date, but it does not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the fiscal year ended October 31, 2020, which are contained in the Company’s Annual Report on Form 10-K previously filed with the SEC. The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year.

Use of Estimates

Use of Estimates

 

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Estimates are used in accounting for, among other things, revenue recognition, 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), lease liabilities and right-of-use (“ROU”) 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.
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, perform research and development on Advanced Technologies, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs.

 

As of January 31, 2021, unrestricted cash and cash equivalents totaled $178.6 million compared to $149.9 million as of October 31, 2020.

 

In December 2020, the Company closed an underwritten offering of 25.0 million shares of the Company’s common stock. Net proceeds to the Company were approximately $156.4 million after deducting underwriting discounts and commissions and other offering expenses. Proceeds from this offering have been utilized as follows:

 

 

•

Extinguishment of Senior Secured Debt: On December 7, 2020, the Company paid $87.3 million to settle the outstanding principal, accrued but unpaid interest, prepayment premium, fees, costs and other expenses due and owing to the Orion Agent and the lenders under the Orion Facility and the Orion Credit Agreement (in each case as defined elsewhere herein) and related loan documents. Concurrently, the Orion Agent released all of the collateral from the liens granted under the security documents associated with the Orion Facility, which included the release of $11.2 million of restricted cash to the Company.

 

•

Extinguishment of the Series 1 Preferred Shares: On December 17, 2020, the Company paid all amounts owed to Enbridge Inc. (“Enbridge”) under the Series 1 Preferred Shares (as defined elsewhere herein), totaling Cdn. $27.4 million, or approximately $21.5 million in U.S. dollars. Following such payment, Enbridge surrendered its shares in FCE Ltd. (as defined elsewhere herein) and the related Guarantee and January 2020 Letter Agreement (in each case, as defined elsewhere herein) were terminated.

 

•

Working Capital: The remaining $47.5 million of proceeds from the offering was included in unrestricted cash and may be used to accelerate the development and commercialization of our solid oxide platform and for project development, project financing, debt service, working capital support and other general corporate purposes.

 

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, service agreements and generation revenues, (vi) obtain funding for and receive payment for research and development under current and future Advanced Technologies contracts and to successfully commercialize our Advanced Technologies platforms, including our solid oxide platform, (vii) implement the product 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. The Company expects to seek lower-cost long-term debt and tax equity (e.g., sale-leaseback and partnership transactions) for its project asset portfolio as these projects commence commercial operations. The proceeds of any such financing, if obtained, may allow the Company to fund other projects. We may also seek to obtain additional financing in both the debt and equity markets in the future. If financing is not available to us on acceptable terms if and when needed, or on terms acceptable to us or our lenders, if we do not satisfy the conditions of our financing arrangements, if we spend more than the financing approved for projects, if project costs exceed an amount that the Company can finance, or if we do not generate sufficient revenues or obtain capital sufficient for our corporate needs, we may be required to reduce or slow planned spending, reduce staffing, sell assets, seek alternative financing and take other measures, any of which could have a material adverse effect on our financial condition and operations.

 

As of January 31, 2021, 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 are seeking stockholder approval to increase the number of shares of common stock we are authorized to issue at the Company’s Annual Meeting of Stockholders on April 8, 2021, but such approval may not be obtained.
Recently Adopted Accounting Guidance and Recent Accounting Guidance Not Yet Effective

Recently Adopted Accounting Guidance

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-13 (ASU 2016-13), “Measurement of Credit Losses (Topic 326) on Financial Instruments,” which replaces the existing incurred impairment model for trade receivables with an expected loss model which requires the use of forward-looking information to calculate expected credit loss estimates. The Company adopted ASU 2016-13 as of November 1, 2020, which had no impact on the Company’s Consolidated Financial Statements.

 Recent Accounting Guidance Not Yet Effective

There is no recent accounting guidance not yet effective that is expected to have a material impact on the Company’s financial statements when adopted.
v3.20.4
Accounts Receivable, Net and Unbilled Receivables (Tables)
 3 Months Ended
Jan. 31, 2021
Receivables [Abstract]  
Schedule of Accounts Receivable, Net and Unbilled Receivables

Accounts receivable, net and Unbilled receivables as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Commercial Customers:

 

 

 

 

 

 

 

 

Amount billed

 

$

8,409

 

 

$

7,329

 

Unbilled receivables (1)

 

 

7,262

 

 

 

7,063

 

 

 

 

15,671

 

 

 

14,392

 

Advanced Technologies (including U.S. government(2)):

 

 

 

 

 

 

 

 

Amount billed

 

 

1,612

 

 

 

2,234

 

Unbilled receivables

 

 

981

 

 

 

978

 

 

 

 

2,593

 

 

 

3,212

 

Accounts receivable, net and unbilled receivables

 

$

18,264

 

 

$

17,604

 

 

(1)

Additional long-term unbilled receivables of $12.1 million and $8.9 million are included within “Other Assets” as of January 31, 2021 and October 31, 2020, respectively.

(2)

Total U.S. government accounts receivable, including unbilled receivables, outstanding as of January 31, 2021 and October 31, 2020 were $1.0 million and $1.1 million, respectively.

v3.20.4
Inventories (Tables)
 3 Months Ended
Jan. 31, 2021
Inventory Disclosure [Abstract]  
Components of Inventories

Inventories (short and long-term) as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Raw materials

 

$

25,776

 

 

$

21,726

 

Work-in-process (1)

 

 

40,711

 

 

 

38,231

 

Inventories

 

 

66,487

 

 

 

59,957

 

Inventories - short-term

 

 

(61,901

)

 

 

(50,971

)

Inventories - long-term (2)

 

$

4,586

 

 

$

8,986

 

 

(1)

Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future project asset construction or power plant orders or for use under the Company’s service agreements. Included in work-in-process as of January 31, 2021 and October 31, 2020 was $26.7 million and $19.6 million, respectively, of completed standard components and modules.

(2)

Long-term inventory includes modules that are contractually required to be segregated for use as replacement modules for specific project assets.
v3.20.4
Project Assets (Tables)
 3 Months Ended
Jan. 31, 2021
Project Assets [Abstract]  
Summary of Project Assets

Project assets as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

January 31,

 

 

October 31,

 

 

Estimated

 

 

2021

 

 

2020

 

 

Useful Life

Project Assets - Operating

 

$

103,452

 

 

$

99,351

 

 

5-20 years

Project Assets - Construction in progress

 

 

93,998

 

 

 

91,276

 

 

7-20 years

 

 

 

197,450

 

 

 

190,627

 

 

 

Accumulated depreciation

 

 

(32,857

)

 

 

(28,818

)

 

 

Project Assets, net

 

$

164,593

 

 

$

161,809

 

 

 
v3.20.4
Goodwill and Intangible Assets (Tables)
 3 Months Ended
Jan. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]  
Summary of Intangible Assets

The following tables summarize the Company’s intangible assets as of January 31, 2021 and October 31, 2020 (in thousands): 

 

As of January 31, 2021

 

Gross Amount

 

 

Accumulated

Amortization

 

 

Net Amount

 

In-Process Research and Development

 

$

9,592

 

 

$

-

 

 

$

9,592

 

Bridgeport PPA

 

 

12,320

 

 

 

(2,269

)

 

 

10,051

 

Total

 

 

21,912

 

 

 

(2,269

)

 

 

19,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of October 31, 2020

 

Gross Amount

 

 

Accumulated

Amortization

 

 

Net Amount

 

In-Process Research and Development

 

$

9,592

 

 

$

-

 

 

$

9,592

 

Bridgeport PPA

 

 

12,320

 

 

 

(1,945

)

 

 

10,375

 

Total

 

 

21,912

 

 

 

(1,945

)

 

 

19,967

 
v3.20.4
Other Current Assets (Tables)
 3 Months Ended
Jan. 31, 2021
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]  
Schedule of Other Current Assets

Other current assets as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Advance payments to vendors (1)

 

$

1,483

 

 

$

1,954

 

Prepaid expenses and other (2)

 

 

5,939

 

 

 

4,352

 

Other current assets

 

$

7,422

 

 

$

6,306

 

 

(1)

Advance payments to vendors relate to payments for inventory purchases ahead of receipt.

(2)

Primarily relates to other prepaid vendor expenses including insurance expense.
v3.20.4
Other Assets (Tables)
 3 Months Ended
Jan. 31, 2021
Other Assets Noncurrent [Abstract]  
Schedule of Other Assets

Other assets as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Long-term stack residual value (1)

 

$

702

 

 

$

890

 

Long-term unbilled receivables (2)

 

 

12,119

 

 

 

8,856

 

Other (3)

 

 

5,667

 

 

 

5,593

 

Other assets

 

$

18,488

 

 

$

15,339

 

 

(1)

Relates to estimated residual value for module exchanges performed under the Company’s service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the full cost of the module is expensed at the time of the module exchange.

(2)

Represents unbilled receivables that relate to revenue recognized on customer contracts that will be billed in future periods in excess of 12 months from the balance sheet date.

(3)

The Company entered into an agreement with one of its customers on June 29, 2016 which includes payments for the purchase of the customer’s power platforms by the Company at the end of the term of the agreement. The payments are to be made in installments over the term of the agreement and the total amount paid as of each of January 31, 2021 and October 31, 2020 was $2.4 million. Also included within “Other” are long-term security deposits and prepaid withholding taxes on deferred revenue as of January 31, 2021 and October 31, 2020.
v3.20.4
Accrued Liabilities (Tables)
 3 Months Ended
Jan. 31, 2021
Accrued Liabilities Current [Abstract]  
Schedule of Accrued Liabilities

Accrued liabilities as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Accrued payroll and employee benefits

 

$

1,955

 

 

$

4,461

 

Accrued product warranty cost (1)

 

 

91

 

 

 

97

 

Accrued service agreement and PPA costs (2)

 

 

5,853

 

 

 

7,037

 

Accrued legal, taxes, professional and other (3)

 

 

2,864

 

 

 

4,086

 

Accrued liabilities

 

$

10,763

 

 

$

15,681

 

 

(1)

The decrease in accrued product warranty cost represents a reduction related to actual warranty activity as contracts progress through the warranty period. Product warranty expense for the three months ended January 31, 2021 and 2020 was $0.01 million and $0.02 million, respectively.

(2)

Accrued service agreement costs include loss accruals on service agreements of $5.5 million as of October 31, 2020, which decreased to $4.5 million as of January 31, 2021. The decrease is the result of a change in the timing of future module replacements. The accruals for performance guarantees, including PPA performance guarantees was $1.3 million as of January 31, 2021, which reflects a slight decrease from $1.4 million as of October 31, 2020.

(3)

Accrued legal, taxes, professional and other includes deferred director compensation of $0.8 million and $0.1 million as of January 31, 2021 and October 31, 2020, respectively, for cash compensation to be paid out in the future upon cessation of service on the Board of Directors for two Directors. The increase in deferred director compensation reflects the increase in the Company share price as of January 31, 2021 (compared to the Company’s share price as of October 31, 2020) as this compensation amount is based upon the current share price.

v3.20.4
Leases (Tables)
 3 Months Ended
Jan. 31, 2021
Leases [Abstract]  
Summary of Undiscounted Maturities of Operating Lease and Finance Lease Liabilities

Undiscounted maturities of operating lease and finance lease liabilities are as follows:

 

 

 

Operating

Leases

 

 

Finance

Leases

 

Due Year 1

 

$

1,244

 

 

$

21

 

Due Year 2

 

 

1,425

 

 

 

3

 

Due Year 3

 

 

898

 

 

 

—

 

Due Year 4

 

 

740

 

 

 

—

 

Due Year 5

 

 

712

 

 

 

—

 

Thereafter

 

 

14,684

 

 

 

—

 

Total undiscounted lease payments

 

 

19,703

 

 

 

24

 

Less imputed interest

 

 

(10,421

)

 

 

(1

)

Total discounted lease payments

 

$

9,282

 

 

$

23

 
v3.20.4
Stockholders' Equity and Warrant Liabilities (Tables)
 3 Months Ended
Jan. 31, 2021
Equity [Abstract]  
Schedule of Warrant Activity

The following table summarizes outstanding warrant activity during the three months ended January 31, 2021:

 

 

 

Series C Warrants

 

 

Orion Warrants

 

Balance as of October 31, 2020

 

 

964,128

 

 

 

2,700,000

 

Warrants exercised

 

 

—

 

 

 

(2,700,000

)

Balance as of January 31, 2021

 

 

964,128

 

 

 

—

 
v3.20.4
Loss Per Share (Tables)
 3 Months Ended
Jan. 31, 2021
Earnings Per Share [Abstract]  
Calculation of Basic and Diluted Loss Per Share

The calculation of basic and diluted loss per share was as follows:

 

 

 

Three Months Ended January 31,

 

 

 

2021

 

 

2020

 

Numerator

 

 

 

 

 

 

 

 

Net loss

 

$

(45,960

)

 

$

(40,151

)

Series B preferred stock dividends

 

 

(800

)

 

 

(931

)

Net loss attributable to common stockholders

 

$

(46,760

)

 

$

(41,082

)

Denominator

 

 

 

 

 

 

 

 

Weighted average basic common shares

 

 

312,109,888

 

 

 

202,216,493

 

Effect of dilutive securities (1)

 

 

—

 

 

 

—

 

Weighted average diluted common shares

 

 

312,109,888

 

 

 

202,216,493

 

Basic loss per share

 

$

(0.15

)

 

$

(0.20

)

Diluted loss per share (1)

 

$

(0.15

)

 

$

(0.20

)

 

(1)

Due to the net loss to common stockholders in each of the periods presented above, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. As of January 31, 2021 and 2020, 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 January 31, 2021 and 2020, 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

 

 

January 31,

 

 

January 31,

 

 

 

2021

 

 

2020

 

Orion Warrants

 

 

-

 

 

 

8,000,000

 

May 2017 Offering - Series C Warrants

 

 

964,128

 

 

 

964,128

 

Outstanding options to purchase common stock

 

 

23,891

 

 

 

24,927

 

Unvested Restricted Stock Awards

 

 

538

 

 

 

24,009

 

Unvested Restricted Stock Units

 

 

2,914,459

 

 

 

176,561

 

5% Series B Cumulative Convertible Preferred Stock

 

 

37,837

 

 

 

37,837

 

Total potentially dilutive securities

 

 

3,940,853

 

 

 

9,227,462

 

 
v3.20.4
Restricted Cash (Tables)
 3 Months Ended
Jan. 31, 2021
Restricted Cash And Investments [Abstract]  
Summary of Allocation of Restricted Cash Refer to Note 16. “Debt” for additional information on the release of the restricted cash under the Orion Facility. The allocation of restricted cash is as follows (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Cash Restricted for Outstanding Letters of Credit (1)

 

$

6,478

 

 

$

6,543

 

Cash Restricted for PNC Sale-Leaseback Transactions

 

 

13,031

 

 

 

15,125

 

Cash Restricted for Crestmark Sale-Leaseback Transaction

 

 

431

 

 

 

431

 

Bridgeport Fuel Cell Park Project Debt Service and Performance Reserves

 

 

10,457

 

 

 

7,549

 

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

 

 

627

 

 

 

1,344

 

Total Restricted Cash

 

 

31,024

 

 

 

42,185

 

      Restricted Cash and Cash Equivalents - Short-Term (5)

 

 

(12,252

)

 

 

(9,233

)

Restricted Cash and Cash Equivalents - Long-Term

 

$

18,772

 

 

$

32,952

 

(1)

Letters of credit outstanding as of January 31, 2021 expire on various dates through August 2028.

(2)

Short-term reserve related to certain project construction and financing milestones.

(3)

Long-term reserve to be used primarily to fund future module replacements for operating projects falling 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.

v3.20.4
Debt (Tables)
 3 Months Ended
Jan. 31, 2021
Debt Disclosure [Abstract]  
Schedule of Debt

Debt as of January 31, 2021 and October 31, 2020 consisted of the following (in thousands):

 

 

 

January 31,

 

 

October 31,

 

 

 

2021

 

 

2020

 

Orion Energy Partners Credit Facility

 

$

—

 

 

$

80,000

 

Connecticut Green Bank Loan

 

 

4,800

 

 

 

4,800

 

Connecticut Green Bank Loan (Bridgeport Fuel Cell Project)

 

 

4,884

 

 

 

5,065

 

Liberty Bank Term Loan Agreement (Bridgeport Fuel Cell Project)

 

 

9,028

 

 

 

9,549

 

Fifth Third Bank Term Loan Agreement (Bridgeport Fuel Cell Project)

 

 

9,028

 

 

 

9,549

 

Finance obligation for sale-leaseback transactions

 

 

49,253

 

 

 

49,274

 

State of Connecticut Loan

 

 

9,248

 

 

 

9,454

 

Liberty Bank Promissory Note (PPP Note)

 

 

6,515

 

 

 

6,515

 

Finance lease obligations

 

 

23

 

 

 

38

 

Deferred finance costs

 

 

(1,529

)

 

 

(3,737

)

Unamortized debt discount

 

 

—

 

 

 

(5,152

)

Total debt and financing obligations

 

$

91,250

 

 

$

165,355

 

Current portion of long-term debt and financing obligations

 

 

(14,594

)

 

 

(21,366

)

Long-term debt and financing obligations

 

$

76,656

 

 

$

143,989

 
v3.20.4
Benefit Plans (Tables)
 3 Months Ended
Jan. 31, 2021
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):

 

 

Three months Ended January 31,

 

 

 

2021

 

 

2020

 

Cost of revenues

 

$

178

 

 

$

117

 

General and administrative expense

 

$

1,163

 

 

$

339

 

Research and development expense

 

$

30

 

 

$

21

 

 

 

$

1,371

 

 

$

477

 
Summary of RSA and RSU Activity

The following table summarizes our RSA and RSU activity for the three months ended January 31, 2021:

 

Restricted Stock Awards and Units

 

Shares

 

 

Weighted-Average Fair Value

 

Outstanding as of October 31, 2020

 

 

2,067,140

 

 

$

5.06

 

Granted - performance shares

 

 

551,252

 

 

 

14.89

 

Granted - time-vesting restricted stock units

 

 

296,826

 

 

 

3.28

 

Vested

 

 

(221

)

 

 

20.40

 

Outstanding as of January 31, 2021

 

 

2,914,997

 

 

 

5.46

 
v3.20.4
Nature of Business and Basis of Presentation - Additional Information (Details)
$ / shares in Units, $ in Thousands, $ in Millions
Dec. 31, 2020
USD ($)
$ / shares
Dec. 07, 2020
USD ($)
Jan. 31, 2021
USD ($)
shares
Dec. 17, 2020
USD ($)
Dec. 17, 2020
CAD ($)
Oct. 31, 2020
USD ($)
Nature Of Business And Basis Of Presentation [Line Items]            
Cash and cash equivalents, unrestricted     $ 178,570     $ 149,867
Underwritten Offering Shares | $ / shares $ 25,000,000.0          
Net proceeds from underwriting shares after deducting underwriting discounts and commissions $ 156,400          
Unrestricted cash     $ 47,500      
Common stock, shares reserved for issuance | shares     5,185,674      
Common Stock [Member]            
Nature Of Business And Basis Of Presentation [Line Items]            
Common stock, shares available for issuance | shares     15,093,242      
Enbridge Inc. [Member] | Series 1 Preferred Shares [Member]            
Nature Of Business And Basis Of Presentation [Line Items]            
Related Party Transaction, Due from (to) Related Party       $ 21,500 $ 27.4  
Sr. Secured Debt [Member]            
Nature Of Business And Basis Of Presentation [Line Items]            
Settlement of outstanding principal payment and interest   $ 87,300        
Unrestricted cash   $ 11,200        
v3.20.4
Revenue Recognition - Additional Information (Details) - USD ($)
$ in Millions
Jan. 31, 2021
Oct. 31, 2020
Disaggregation Of Revenue [Line Items]    
Contract asset $ 20.4 $ 16.9
Contract liability 44.3 $ 41.9
Advanced Technologies Contracts [Member]    
Disaggregation Of Revenue [Line Items]    
Remaining performance obligations 44.1  
Service Agreements [Member]    
Disaggregation Of Revenue [Line Items]    
Remaining performance obligations 141.7  
Licensing Agreements [Member]    
Disaggregation Of Revenue [Line Items]    
Remaining performance obligations 22.2  
Posco Energy [Member]    
Disaggregation Of Revenue [Line Items]    
Deferred revenue $ 22.2  
v3.20.4
Accounts Receivable, Net and Unbilled Receivables - Schedule of Accounts Receivable, Net and Unbilled Receivables (Details) - USD ($)
$ in Thousands
Jan. 31, 2021
Oct. 31, 2020
Receivables [Abstract]    
Amount billed $ 8,409 $ 7,329
Unbilled receivables [1] 7,262 7,063
Commercial customers accounts receivable 15,671 14,392
Advanced Technologies including U.S. government, Amount billed [2] 1,612 2,234
Advanced Technologies including U.S. government, Unbilled receivables [2] 981 978
Advanced Technologies including U.S. government, Accounts receivable [2] 2,593 3,212
Accounts receivable, net and unbilled receivables $ 18,264 $ 17,604
[1] Additional long-term unbilled receivables of $12.1 million and $8.9 million are included within “Other Assets” as of January 31, 2021 and October 31, 2020, respectively.
[2] Total U.S. government accounts receivable, including unbilled receivables, outstanding as of January 31, 2021 and October 31, 2020 were $1.0 million and $1.1 million, respectively.
v3.20.4
Accounts Receivable, Net and Unbilled Receivables - Schedule of Accounts Receivable, Net and Unbilled Receivables (Details) (Parenthetical) - USD ($)
$ in Thousands
Jan. 31, 2021
Oct. 31, 2020
Accounts Notes And Loans Receivable [Line Items]    
Additional long-term unbilled receivables [1] $ 7,262 $ 7,063
Government [Member]    
Accounts Notes And Loans Receivable [Line Items]    
U.S. government accounts receivable, including unbilled receivables 1,000 1,100
Other Assets [Member]    
Accounts Notes And Loans Receivable [Line Items]    
Additional long-term unbilled receivables $ 12,100 $ 8,900
[1] Additional long-term unbilled receivables of $12.1 million and $8.9 million are included within “Other Assets” as of January 31, 2021 and October 31, 2020, respectively.
v3.20.4
Accounts Receivable, Net and Unbilled Receivables - Additional Information (Details) - USD ($)
Jan. 31, 2021
Oct. 31, 2020
Receivables [Abstract]    
Allowance for doubtful accounts receivable, current $ 0 $ 0
v3.20.4
Inventories - Components of Inventories (Details) - USD ($)
$ in Thousands
Jan. 31, 2021
Oct. 31, 2020
Inventory Disclosure [Abstract]    
Raw materials $ 25,776 $ 21,726
Work-in-process [1] 40,711 38,231
Inventories 66,487 59,957
Inventories - short-term (61,901) (50,971)
Inventories - long-term [2] $ 4,586 $ 8,986
[1] Work-in-process includes the standard components of inventory used to build the typical modules or module components that are intended to be used in future project asset construction or power plant orders or for use under the Company’s service agreements. Included in work-in-process as of January 31, 2021 and October 31, 2020 was $26.7 million and $19.6 million, respectively, of completed standard components and modules.
[2] Long-term inventory includes modules that are contractually required to be segregated for use as replacement modules for specific project assets.
v3.20.4
Inventories - Components of Inventories (Parenthetical) (Details) - USD ($)
$ in Millions
Jan. 31, 2021
Oct. 31, 2020
Inventory Disclosure [Abstract]    
Completed standard component and modules $ 26.7 $ 19.6
v3.20.4
Inventories - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Costs of Revenues [Member]    
Inventory [Line Items]    
Excess plant capacity and manufacturing variances cost incurred $ 2.0 $ 1.7
v3.20.4
Project Assets - Summary of Project Assets (Details) - USD ($)
$ in Thousands
 3 Months Ended
Jan. 31, 2021
Oct. 31, 2020
Project Assets [Line Items]    
Project Assets, gross $ 197,450 $ 190,627
Accumulated depreciation (32,857) (28,818)
Project Assets, net 164,593 161,809
Project Assets - Operating [Member]    
Project Assets [Line Items]    
Project Assets, gross $ 103,452 99,351
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 $ 93,998 $ 91,276
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  
v3.20.4
Project Assets - Additional Information (Details)
$ in Millions
 3 Months Ended 12 Months Ended
Jan. 31, 2021
USD ($)
ProjectAsset
Jan. 31, 2020
USD ($)
Oct. 31, 2020
USD ($)
ProjectAsset
Project Assets [Abstract]      
Number of project assets | ProjectAsset 8   8
Sale leaseback transaction, net book value $ 70.6   $ 70.5
Project asset depreciation 4.0 $ 3.0  
Long-term project assets construction in progress 94.0   91.3
PPA assets construction in progress $ 4.9   $ 4.8
v3.20.4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Oct. 31, 2020
Goodwill And Intangible Assets [Line Items]      
Goodwill $ 4,075   $ 4,075
Intangible assets, net 19,643   19,967
Versa Acquisition [Member]      
Goodwill And Intangible Assets [Line Items]      
Goodwill 4,100   4,100
Intangible assets, net 19,600   $ 20,000
Bridgeport Fuel Cell, LLC [Member]      
Goodwill And Intangible Assets [Line Items]      
Amortization expenses $ 300 $ 300  
v3.20.4
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2021
Oct. 31, 2020
Finite Lived Intangible Assets [Line Items]    
Gross Amount $ 21,912 $ 21,912
Accumulated Amortization (2,269) (1,945)
Net Amount 19,643 19,967
Bridgeport PPA [Member]    
Finite Lived Intangible Assets [Line Items]    
Gross Amount 12,320 12,320
Accumulated Amortization (2,269) (1,945)
Net Amount 10,051 10,375
In Process Research And Development [Member]    
Finite Lived Intangible Assets [Line Items]    
Gross Amount 9,592 9,592
Net Amount $ 9,592 $ 9,592
v3.20.4
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2021
Oct. 31, 2020
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]    
Advance payments to vendors [1] $ 1,483 $ 1,954
Prepaid expenses and other [2] 5,939 4,352
Other current assets $ 7,422 $ 6,306
[1] Advance payments to vendors relate to payments for inventory purchases ahead of receipt.
[2] Primarily relates to other prepaid vendor expenses including insurance expense.
v3.20.4
Other Assets - Schedule of Other Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2021
Oct. 31, 2020
Other Assets Noncurrent [Abstract]    
Long-term stack residual value [1] $ 702 $ 890
Long-term unbilled receivables [2] 12,119 8,856
Other [3] 5,667 5,593
Other assets $ 18,488 $ 15,339
[1] Relates to estimated residual value for module exchanges performed under the Company’s service agreements where the useful life extends beyond the contractual term of the service agreement and the Company obtains title for the module from the customer upon expiration or non-renewal of the service agreement. If the Company does not obtain rights to title from the customer, the full cost of the module is expensed at the time of the module exchange.
[2] Represents unbilled receivables that relate to revenue recognized on customer contracts that will be billed in future periods in excess of 12 months from the balance sheet date.
[3] The Company entered into an agreement with one of its customers on June 29, 2016 which includes payments for the purchase of the customer’s power platforms by the Company at the end of the term of the agreement. The payments are to be made in installments over the term of the agreement and the total amount paid as of each of January 31, 2021 and October 31, 2020 was $2.4 million. Also included within “Other” are long-term security deposits and prepaid withholding taxes on deferred revenue as of January 31, 2021 and October 31, 2020.
v3.20.4
Other Assets - Schedule of Other Assets (Parenthetical) (Details)
$ in Millions
Jan. 31, 2021
USD ($)
Oct. 31, 2020
USD ($)
Jun. 29, 2016
Customer
Other Assets Noncurrent [Abstract]      
Number of customers under agreement | Customer     1
Contractual Obligation | $ $ 2.4 $ 2.4  
v3.20.4
Schedule of Accrued Liabilities (Details) - USD ($)
$ in Thousands
Jan. 31, 2021
Oct. 31, 2020
Accrued Liabilities Current [Abstract]    
Accrued payroll and employee benefits $ 1,955 $ 4,461
Accrued product warranty cost [1] 91 97
Accrued service agreement and PPA costs [2] 5,853 7,037
Accrued legal, taxes, professional and other [3] 2,864 4,086
Accrued liabilities $ 10,763 $ 15,681
[1] The decrease in accrued product warranty cost represents a reduction related to actual warranty activity as contracts progress through the warranty period. Product warranty expense for the three months ended January 31, 2021 and 2020 was $0.01 million and $0.02 million, respectively.
[2] Accrued service agreement costs include loss accruals on service agreements of $5.5 million as of October 31, 2020, which decreased to $4.5 million as of January 31, 2021. The decrease is the result of a change in the timing of future module replacements. The accruals for performance guarantees, including PPA performance guarantees was $1.3 million as of January 31, 2021, which reflects a slight decrease from $1.4 million as of October 31, 2020
[3] Accrued legal, taxes, professional and other includes deferred director compensation of $0.8 million and $0.1 million as of January 31, 2021 and October 31, 2020, respectively, for cash compensation to be paid out in the future upon cessation of service on the Board of Directors for two Directors. The increase in deferred director compensation reflects the increase in the Company share price as of January 31, 2021 (compared to the Company’s share price as of October 31, 2020) as this compensation amount is based upon the current share price
v3.20.4
Schedule of Accrued Liabilities (Parenthetical) (Details) - USD ($)
$ in Thousands
 3 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Oct. 31, 2020
Schedule Of Accrued Liabilities [Line Items]      
Product warranty accrual, payment and adjustments $ 10 $ 20  
Loss reserve on service agreements 4,500   $ 5,500
Deferred Director Compensation 800   100
Bridgeport Fuel Cell Project [Member]      
Schedule Of Accrued Liabilities [Line Items]      
Reserve for performance guarantees $ 1,300   $ 1,400
v3.20.4
Leases - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Oct. 31, 2020
Lessee Lease Description [Line Items]      
Finance lease ROU assets $ 30   $ 40
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] us-gaap:PropertyPlantAndEquipmentNet   us-gaap:PropertyPlantAndEquipmentNet
Finance lease, liability $ 23   $ 38
Finance Lease, Liability, Statement of Financial Position [Extensible List] us-gaap:OtherLiabilitiesNoncurrent   us-gaap:OtherLiabilitiesNoncurrent
Operating lease expense $ 378 $ 156  
Operating lease, weighted average remaining lease term 20 years    
Operating lease, weighted average discount rate 7.50%    
Operating lease, payments $ 284 $ 211  
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    
v3.20.4
Leases - Summary of Undiscounted Maturities of Operating Lease and Finance Lease Liabilities (Details) - USD ($)
$ in Thousands
Jan. 31, 2021
Oct. 31, 2020
Operating Leases    
2020 (remaining) $ 1,244  
2021 1,425  
2022 898  
2023 740  
2024 712  
Thereafter 14,684  
Total undiscounted lease payments 19,703  
Less imputed interest (10,421)  
Total discounted lease payments 9,282  
Operating Leases    
2020 (remaining) 21  
2021 3  
Total undiscounted lease payments 24  
Less imputed interest (1)  
Total discounted lease payments $ 23 $ 38
v3.20.4
Stockholders' Equity and Warrant Liabilities - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Dec. 07, 2020
Dec. 04, 2020
Jan. 08, 2020
Nov. 22, 2019
Oct. 31, 2019
May 03, 2017
Jan. 31, 2021
Jan. 31, 2020
Dec. 01, 2020
Oct. 31, 2020
Stockholders' Equity Note                    
Sale of stock, price per share $ 7.95   $ 2.29         $ 1.59    
Common stock issuance, net of fees             $ 156,363 $ 0    
Class of warrants or rights issued               9,396,320    
Class of warrants or rights exercised               12,000,000    
Expected volatility 117.02%   103.70%         104.90%    
Risk-free interest rate 0.70%   1.81%         1.45%    
Class of warrants or rights charge     $ 23,700       $ 16,000 $ 10,500    
Reclassification of estimated fair value of warrant liability to additional paid in capital $ 21,200   $ 26,000              
Common Stock [Member]                    
Stockholders' Equity Note                    
Stock issued during period shares new issues             25,000,000 7,938,228    
Orion Energy Partners Investment Agent, LLC Credit Facility [Member]                    
Stockholders' Equity Note                    
Class of warrants or rights exercised                   2,700,000
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Exercise Price 0.242 [Member]                    
Stockholders' Equity Note                    
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 0.242                  
Class of warrants or rights issued 2,700,000                  
Class of warrants or rights issued value $ 653,400                  
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          
Drew down to fully repay debt outstanding         $ 14,500          
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            
Drew down to fully repay debt outstanding       $ 65,500            
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            
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       $ 0.62            
Underwriting Agreement [Member]                    
Stockholders' Equity Note                    
Stock issued to underwriters   19,822,219                
Sale of stock, number of shares issued in transaction   14,696,320                
Sale of stock, price per share                 $ 6.50  
Stock issued during period shares new issues   25,000,000                
Common stock issuance, net of fees   $ 162,500                
Underwriting discounts and commissions   $ 0.2275                
Net proceeds from issuance of common stock   $ 156,400                
Underwriting Agreement [Member] | Senior Secured Credit Facility [Member]                    
Stockholders' Equity Note                    
Credit facility   $ 200,000                
Underwriting Agreement [Member] | Maximum [Member]                    
Stockholders' Equity Note                    
Option to purchase additional common stock shares   5,177,781                
Underwritten Public Offering [Member]                    
Stockholders' Equity Note                    
Stock issued during period shares new issues           1,000,000        
Underwritten Public Offering [Member] | Series C Warrants [Member]                    
Stockholders' Equity Note                    
Class of warrants or rights issued           1,000,000        
Class of Warrant or Right, Exercise Price of Warrants or Rights           $ 19.20        
Class of warrant or right term           5 years        
Underwritten Public Offering [Member] | Common Stock [Member] | Series C Warrants [Member]                    
Stockholders' Equity Note                    
Class of warrants or rights exercised             0      
v3.20.4
Stockholders' Equity and Warrant Liabilities - Schedule of Warrant Activity (Details)
 3 Months Ended
Jan. 31, 2021
shares
Orion Energy Partners Investment Agent, LLC Credit Facility [Member]  
Class of Warrant or Right, Outstanding 2,700,000
Common stock issued during period, warrants exercised (2,700,000)
Series C Warrants [Member]  
Class of Warrant or Right, Outstanding 964,128
Class of Warrant or Right, Outstanding 964,128
v3.20.4
Redeemable Preferred Stock - Additional Information (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended
Dec. 18, 2020
USD ($)
Mar. 31, 2005
shares
Jan. 31, 2021
USD ($)
$ / shares
shares
Jan. 31, 2021
CAD ($)
Jan. 31, 2020
USD ($)
Jan. 31, 2020
CAD ($)
Dec. 31, 2020
CAD ($)
Dec. 18, 2020
CAD ($)
Oct. 31, 2020
USD ($)
shares
Oct. 31, 2020
CAD ($)
shares
Class Of Stock [Line Items]                    
Preferred stock, shares authorized | shares     250,000              
Preferred stock, par value | $ / shares     $ 0.01              
Derivative liability, fair value, gross liability         $ 600          
Series B Preferred Stock [Member]                    
Class Of Stock [Line Items]                    
Preferred stock, shares authorized | shares   105,875 105,875              
Preferred stock, dividend rate, percentage   5.00%                
Preferred stock, liquidation preference per share | $ / shares     $ 1,000.00              
Preferred stock, shares issued | shares     64,020           64,020 64,020
Preferred stock shares outstanding | shares     64,020           64,020 64,020
Temporary equity, carrying amount, attributable to parent     $ 59,857           $ 59,857  
Dividends, preferred stock, cash     $ 800   2,400          
Class A Preferred Shares [Member]                    
Class Of Stock [Line Items]                    
Preferred stock shares outstanding | shares                 1,000,000 1,000,000
Return of capital and dividend payments           $ 1,200,000        
Interest expense, other       $ 600,000   600,000        
Carrying value of preferred shares, total                 $ 19,200 $ 25,600,000
Increase in dividend rate annually     15.00% 15.00%            
Aggregate amount of dividend payment       $ 500,000            
Return of capital payments       $ 750,000            
Loss resulted from revised fair value of preferred shares         $ 200 $ 200,000        
Class A Preferred Shares [Member] | Minimum [Member]                    
Class Of Stock [Line Items]                    
Preferred stock, redemption date     Dec. 31, 2020 Dec. 31, 2020            
Class A Preferred Shares [Member] | Maximum [Member]                    
Class Of Stock [Line Items]                    
Preferred stock, redemption date     Dec. 31, 2021 Dec. 31, 2021            
Series 1 Preferred Shares [Member] | Enbridge Incorporation [Member]                    
Class Of Stock [Line Items]                    
Carrying value of preferred shares, total             $ 27,400,000      
Accrued dividend             23,100,000      
Preferred stock redemption amount             $ 4,300,000      
Payment of amount owed $ 21,500             $ 27,400,000    
Gains losses on extinguishment of debt $ 900                  
v3.20.4
Loss Per Share - Calculation of Basic and Diluted Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Numerator    
Net loss $ (45,960) $ (40,151)
Preferred dividends — Series B (800) (931)
Net loss attributable to common stockholders $ (46,760) $ (41,082)
Denominator    
Weighted average basic common shares 312,109,888 202,216,493
Effect of dilutive securities [1] 0 0
Weighted average diluted common shares 312,109,888 202,216,493
Basic loss per share $ (0.15) $ (0.20)
Diluted loss per share [1] $ (0.15) $ (0.20)
Series B Preferred Stock [Member]    
Numerator    
Preferred dividends — Series B $ (800) $ (931)
[1] Due to the net loss to common stockholders in each of the periods presented above, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive.
v3.20.4
Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from the Diluted Loss Per Share Calculation (Details) - shares
 3 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities excluded from diluted loss per share calculation 3,940,853 9,227,462
Orion Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities excluded from diluted loss per share calculation   8,000,000
May 2017 Offering - 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 964,128 964,128
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
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 24,009
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 2,914,459 176,561
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
v3.20.4
Restricted Cash - Additional Information (Details) - USD ($)
$ in Millions
Jan. 31, 2021
Oct. 31, 2020
Restricted Cash And Investments [Abstract]    
Restricted cash and cash equivalents $ 31.0 $ 42.2
v3.20.4
Restricted Cash - Summary of Allocation of Restricted Cash (Details) - USD ($)
$ in Thousands
Jan. 31, 2021
Oct. 31, 2020
Restricted Cash And Investments [Abstract]    
Cash Restricted for Outstanding Letters of Credit [1] $ 6,478 $ 6,543
Cash Restricted for PNC Sale-Leaseback Transactions 13,031 15,125
Cash Restricted for Crestmark Sale-Leaseback Transaction 431 431
Bridgeport Fuel Cell Park Project Debt Service and Performance Reserves 10,457 7,549
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 627 1,344
Total Restricted Cash 31,024 42,185
Restricted Cash and Cash Equivalents - Short-Term [5] (12,252) (9,233)
Restricted cash and cash equivalents - long-term $ 18,772 $ 32,952
[1] Letters of credit outstanding as of January 31, 2021 expire on various dates through August 2028.
[2] Short-term reserve related to certain project construction and financing milestones.
[3] Long-term reserve to be used primarily to fund future module replacements for operating projects falling 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.
v3.20.4
Debt - Schedule of Debt (Details) - USD ($)
$ in Thousands
Jan. 31, 2021
Oct. 31, 2020
Debt Instrument [Line Items]    
Finance lease, liability $ 23 $ 38
Deferred finance costs (1,529) (3,737)
Unamortized debt discount   (5,152)
Total debt and financing obligations 91,250 165,355
Current portion of long-term debt and financing obligations (14,594) (21,366)
Long-term debt and financing obligations 76,656 143,989
Orion Energy Partners Credit Facility [Member]    
Debt Instrument [Line Items]    
Long-term Line of Credit   80,000
Connecticut Green Bank Loan [Member]    
Debt Instrument [Line Items]    
Long-term Line of Credit 4,800 4,800
Connecticut Green Bank Loan (Bridgeport Fuel Cell Project) [Member]    
Debt Instrument [Line Items]    
Long-term Line of Credit 4,884 5,065
Liberty Bank Term Loan Agreement (Bridgeport Fuel Cell Project) [Member]    
Debt Instrument [Line Items]    
Long-term Line of Credit 9,028 9,549
Finance Obligation for Sale-Lease Back Transactions [Member]    
Debt Instrument [Line Items]    
Long-term Line of Credit 49,253 49,274
State of Connecticut Loan [Member]    
Debt Instrument [Line Items]    
Long-term Line of Credit 9,248 9,454
Fifth Third Bank Term Loan Agreement (Bridgeport Fuel Cell Project) [Member]    
Debt Instrument [Line Items]    
Long-term Line of Credit 9,028 9,549
Liberty Bank Promissory Note (PPP Note) [Member]    
Debt Instrument [Line Items]    
Long-term Line of Credit $ 6,515 $ 6,515
v3.20.4
Debt - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Dec. 17, 2020
Dec. 07, 2020
Nov. 30, 2020
Apr. 24, 2020
Jan. 31, 2021
Orion Energy Partners Investment Agent, LLC Credit Facility [Member] | Initial Funding          
Debt Instrument [Line Items]          
Debt instrument, description           On November 30, 2020, the Company, its subsidiary guarantors, and the Orion Agent entered into a payoff letter with respect to the Orion Credit Agreement (the “Orion Payoff Letter”). Pursuant to the Orion Payoff Letter, on December 7, 2020, the Company paid a total of $87.3 million to the Orion Agent, representing the outstanding principal, accrued but unpaid interest, prepayment premium, fees, costs and other expenses due and owing under the Orion Facility and the Orion Credit Agreement and related loan documents, in full repayment of the Company’s outstanding indebtedness under the Orion Facility and the Orion Credit Agreement and related loan documents. In accordance with the Orion Payoff Letter, the aggregate prepayment premium set forth in the Orion Credit Agreement was reduced from approximately $14.9 million to $4.0 million and the Orion Agent, on behalf of itself and the lenders, agreed that any portion of the prepayment premium that would otherwise be required to be paid pursuant to the Orion Credit Agreement in excess of $4.0 million was waived by the Orion Agent and the lenders. The Company expensed the remaining deferred finance costs and debt discount of $7.1 million. The Company has classified the $4.0 million prepayment premium and the deferred finance costs and debt discount expense as Loss on extinguishment of debt on the Consolidated Statements of Operations and Comprehensive Loss.   Concurrently with the Orion Agent’s receipt of full payment pursuant to the Orion Payoff Letter, the Orion Agent released all of the collateral from the liens granted under the security documents associated with the Orion Facility (which included the release of $11.2 million of restricted cash to the Company, which became unrestricted cash), and the Company and its subsidiaries were unconditionally released from their respective obligations under the Orion Credit Agreement (and related loan documents) and the Orion Facility without further action. With the termination of the Orion Facility and the Orion Credit Agreement and related loan documents, the lenders no longer have the right to appoint representatives to attend the Company’s Board of Director meetings as observers.
Payoff Letter [Member]          
Debt Instrument [Line Items]          
Long-term line of credit after discount   $ 87.3      
Debt instrument prepayment premium   4.0 $ 14.9    
Remaining deferred finance expense $ 7.1        
Repayments of lines of credit 11.2        
Payoff Letter [Member] | Maximum [Member]          
Debt Instrument [Line Items]          
Debt prepayment premium amount to be waived   $ 4.0      
Prepayment Premium And WriteOff [Member]          
Debt Instrument [Line Items]          
Debt prepayment premium expense amount $ 4.0        
Liberty Bank Promissory Note (PPP Note) [Member] | Liberty Bank [Member] | CARES Act [Member]          
Debt Instrument [Line Items]          
Proceeds from long-term lines of credit       $ 6.5  
v3.20.4
Benefit Plans - Additional Information (Details) - $ / shares
 3 Months Ended
Nov. 24, 2020
Jan. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Description   Should the Company’s share price achieve the 200% performance level, awardees will receive up to 551,252 additional RSUs.
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date Oct. 31, 2023  
Performance Shares [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Additional shares issued upon performance   551,252
Performance shares expensed period   3 years
Time Based Awards [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Additional shares issued upon performance   296,826
TSR Performance Shares [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Additional shares issued upon performance   275,626
Performance awards valued per share   $ 14.41
Absolute Performance Shares    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Additional shares issued upon performance   275,626
Performance awards valued per share   $ 15.36
2018 Omnibus Incentive Plan [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Description The 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  
LTI Plan [Member] | Restricted Stock Units [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Restricted Stock Awards and Units, Granted, Shares 848,078  
v3.20.4
Benefit Plans - Schedule of Share-Based Compensation Reflected in Consolidated Statement of Operations and Comprehensive Loss (Details) - USD ($)
$ in Thousands
 3 Months Ended
Jan. 31, 2021
Jan. 31, 2020
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]    
Allocated Share-based Compensation Expense $ 1,371 $ 477
Cost of Revenues [Member]    
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]    
Allocated Share-based Compensation Expense 178 117
General and Administrative Expenses [Member]    
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]    
Allocated Share-based Compensation Expense 1,163 339
Research and Development Expense [Member]    
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]    
Allocated Share-based Compensation Expense $ 30 $ 21
v3.20.4
Benefit Plans - Summary of RSA and RSU Activity (Details)
 3 Months Ended
Jan. 31, 2021
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Restricted Stock Awards and Units, Outstanding, Shares, Beginning Balance | shares 2,067,140
Restricted Stock Awards and Units, Vested, Shares | shares (221)
Restricted Stock Awards and Units, Outstanding, Shares, Ending Balance | shares 2,914,997
Restricted Stock Awards and Units, Outstanding, Weighted-Average Fair Value, Beginning Balance | $ / shares $ 5.06
Restricted Stock Awards and Units, Vested, Weighted-Average Fair Value | $ / shares 20.40
Restricted Stock Awards and Units, Outstanding, Weighted-Average Fair Value, Ending Balance | $ / shares $ 5.46
Performance Shares [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Restricted Stock Awards and Units, Granted, Shares | shares 551,252
Restricted Stock Awards and Units, Granted, Weighted-Average Fair Value | $ / shares $ 14.89
Time Based Awards [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Restricted Stock Awards and Units, Granted, Shares | shares 296,826
Restricted Stock Awards and Units, Granted, Weighted-Average Fair Value | $ / shares $ 3.28
v3.20.4
Commitments and Contingencies - Additional Information (Details) - USD ($)
 3 Months Ended
Oct. 31, 2020
Sep. 14, 2020
Jun. 28, 2020
Apr. 27, 2020
Jan. 31, 2021
Commitments And Contingencies [Line Items]          
Recorded unconditional purchase obligation         $ 64,400,000
Loss contingency, damages sought $ 880,000,000        
Accounts receivable outstanding         $ 6,400,000
Posco Energy [Member]          
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      
v3.20.4
Subsequent Events - Additional Information (Details)
$ in Millions
Apr. 24, 2020
USD ($)
Liberty Bank Promissory Note (PPP Note) [Member] | Liberty Bank [Member] | CARES Act [Member]  
Subsequent Event [Line Items]  
Proceeds from long-term lines of credit $ 6.5