XML 40 R24.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Benefit Plans | 12 Months Ended
--- | ---
Oct. 31, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Benefit Plans | Note 16. Benefit Plans We have stockholder approved equity incentive plans, a stockholder approved Section 423 Stock Purchase Plan (the “ESPP”) and an employee tax-deferred savings plan, which are described in more detail below. 2018 Omnibus Incentive Plan The Company’s 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”) was approved by the Company’s stockholders at the 2018 Annual Meeting of Stockholders, which was held on April 5, 2018. The 2018 Incentive Plan provides that a total of 4.0 million shares of the Company’s common stock may be issued thereunder. The 2018 Incentive Plan authorizes grants of stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, performance units and incentive awards to key employees, directors, consultants and advisors. Stock options, RSAs and SARs have restrictions as to transferability. Stock option exercise prices are fixed by the Board but shall not be less than the fair market value of our common stock on the date of the grant. SARs may be granted in conjunction with stock options. Stock options generally vest ratably over 4 years and expire 10 years from the date of grant. As of October 31, 2018, there were 1.4 million shares available for grant. Other Equity Incentive Plans The Company has a 2010 Equity Incentive Plan. In April 2017, the number of shares of common stock reserved for issuance under the 2010 Equity Incentive Plan was increased to 4.5 million shares. Under the 2010 Equity Incentive Plan, the Board was authorized to grant incentive stock options, nonstatutory stock options, SARs, RSAs, RSUs, performance units, performance shares, dividend equivalent rights and other stock based awards to our officers, key employees and non-employee directors. Stock options, RSAs and SARs have restrictions as to transferability. Stock option exercise prices are fixed by the Board but shall not be less than the fair market value of our common stock on the date of the grant. SARs may be granted in conjunction with stock options. Stock options generally vest ratably over 4 years and expire 10 years from the date of grant. The Company also has an international award program to provide RSUs for the benefit of certain employees outside the United States. At October 31, 2018, equity awards outstanding under the 2010 Equity Incentive Plan consisted of incentive stock options, nonstatutory stock options, RSAs and RSUs. The Company's 1998, 2006 and 2010 Equity Incentive Plans remain in effect only to the extent of awards outstanding under the plan as of October 31, 2018. Share-based compensation was reflected in the consolidated statements of operations as follows (in thousands):
|  | 2018 |  |  | 2017 |  |  | 2016 |
Cost of revenues |  | $ | 543 |  |  | $ | 1,050 |  |  | $ | 745 |
General and administrative expense |  |  | 2,256 |  |  |  | 2,721 |  |  |  | 2,110 |
Research and development expense |  |  | 355 |  |  |  | 679 |  |  |  | 504 |
|  | $ | 3,154 |  |  | $ | 4,450 |  |  | $ | 3,359 |
Stock Options We account for stock options awarded to non-employee directors under the fair value method. The fair value of stock options is estimated on the grant date using the Black-Scholes option valuation model and the following weighted-average assumptions:
|  | 2018 |  |  | 2017 |  |  | 2016 |
Expected life (in years) |  |  | 7.0 |  |  |  | 7.0 |  |  |  | 7.0 |
Risk free interest rate |  |  | 2.8 | % |  |  | 2.2 | % |  |  | 1.5 | %
Volatility |  |  | 72.7 | % |  |  | 79.5 | % |  |  | 80.1 | %
Dividend yield |  |  | — | % |  |  | — | % |  |  | — | %
The expected life is the period over which our non-employee directors are expected to hold the options and is based on historical data for similar grants. The risk free interest rate is based on the expected U.S. Treasury rate over the expected life. Expected volatility is based on the historical volatility of our stock. Dividend yield is based on our expected dividend payments over the expected life. The following table summarizes our stock option activity for the year ended October 31, 2018:
|  |  |  |  |  | Weighted- Average Option |
Options |  | Shares |  |  | Price |
Outstanding as of October 31, 2017 |  |  | 309,950 |  |  | $ | 23.81 |
Granted |  |  | 54,503 |  |  | $ | 1.78 |
Canceled |  |  | (40,967 | ) |  | $ | 100.85 |
Outstanding as of October 31, 2018 |  |  | 323,486 |  |  | $ | 10.34 |
The weighted average grant-date fair value per share for options granted during the years ended October 31, 2018, 2017 and 2016 was $1.78, $1.50 and $6.44, respectively. There were no options exercised in fiscal years 2018, 2017 or 2016. The following table summarizes information about stock options outstanding and exercisable as of October 31, 2018:
|  | Options Outstanding |  |  | Options Exercisable |
|  |  |  |  |  | Weighted |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | Average |  |  | Weighted |  |  |  |  |  |  | Weighted |
|  |  |  |  |  | Remaining |  |  | Average |  |  |  |  |  |  | Average |
Range of |  | Number |  |  | Contractual |  |  | Exercise |  |  | Number |  |  | Exercise |
Exercise Prices |  | outstanding |  |  | Life |  |  | Price |  |  | exercisable |  |  | Price |
$0.00 — $3.23 |  |  | 158,322 |  |  |  | 8.8 |  |  | $ | 1.60 |  |  |  | 103,819 |  |  | $ | 1.50 |
$3.24 — $61.20 |  |  | 165,164 |  |  |  | 4.1 |  |  | $ | 18.72 |  |  |  | 163,500 |  |  | $ | 18.79 |
|  |  | 323,486 |  |  |  | 6.4 |  |  | $ | 10.34 |  |  |  | 267,319 |  |  | $ | 12.07 |
There was no intrinsic value for options outstanding and exercisable at October 31, 2018. Restricted Stock Awards and Units The following table summarizes our RSA and RSU activity for the year ended October 31, 2018:
|  |  |  |  |  | Weighted- Average |
Restricted Stock Awards and Units |  | Shares |  |  | Fair Value |
Outstanding as of October 31, 2017 |  |  | 3,008,686 |  |  |  | 2.52 |
Granted |  |  | 2,545,715 |  |  |  | 1.75 |
Vested |  |  | (925,662 | ) |  |  | 2.80 |
Forfeited |  |  | (258,164 | ) |  |  | 2.19 |
Outstanding as of October 31, 2018 |  |  | 4,370,575 |  |  |  | 2.03 |
RSA and RSU expense is based on the fair value of the award at the date of grant and is amortized over the vesting period, which is generally over 3 or 4 years. As of October 31, 2018, the 4.4 million outstanding RSAs and RSUs had an average remaining life of 1.4 years and an aggregate intrinsic value of $3.7 million. As of October 31, 2018, total unrecognized compensation cost related to RSAs including RSUs was $6.2 million which is expected to be recognized over the next 2.0 years on a weighted-average basis. Stock Awards During the years ended October 31, 2018, 2017 and 2016, we awarded 158,708, 86,001 and 24,379 shares, respectively, of fully vested, unrestricted common stock to the independent members of our board of directors as a component of board of director compensation which resulted in recognizing $0.3 million, $0.1 million and $0.2 million of expense for each of the respective years. Employee Stock Purchase Plan The 2018 Employee Stock Purchase Plan (the “ESPP”) was approved by the Company’s stockholders at the 2018 Annual Meeting of Stockholders. The adoption of the ESPP allows the Company to provide eligible employees of FuelCell Energy, Inc. and of certain designated subsidiaries with the opportunity to voluntarily participate in the ESPP, enabling such participants to purchase shares of the Company’s common stock at a discount to market price at the time of such purchase. The maximum number of the Company’s shares of common stock that may be issued under the ESPP is 500,000 shares. The previous Employee Stock Purchase Plan was suspended as of May 1, 2017 because we did not have sufficient shares of common stock available for issuance. Under the ESPP, eligible employees have the right to purchase shares of common stock at the lesser of (i) 85% of the last reported sale price of our common stock on the first business day of the offering period, or (ii) 85% of the last reported sale price of the common stock on the last business day of the offering period, in either case rounded up to avoid impermissible trading fractions. Shares issued pursuant to the ESPP contain a legend restricting the transfer or sale of such common stock for a period of 0.5 years after the date of purchase. There was no ESPP activity for the year ended October 31, 2018. The fair value of shares issued under the previous Employee Stock Purchase Plan was determined at the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended October 31, 2017 and 2016:
|  | 2017 |  |  | 2016 |
Expected life (in years) |  |  | 0.5 |  |  |  | 0.5 |
Risk free interest rate |  |  | 0.46 | % |  |  | 0.30 | %
Volatility |  |  | 75.0 | % |  |  | 37.0 | %
Dividends yield |  | —% |  |  | —% |
The weighted-average fair value of shares issued under the previous Employee Stock Purchase Plan during fiscal year 2017 and 2016 was $1.76 and $6.86 per share, respectively. Employee Tax-Deferred Savings Plans We offer a 401(k) plan (the “Plan”) to all full time employees that provides for tax-deferred salary deductions for eligible employees (beginning the first month following an employee’s hire date). Employees may choose to make voluntary contributions of their annual compensation to the Plan, limited to an annual maximum amount as set periodically by the Internal Revenue Service. Employee contributions are fully vested when made. Under the Plan, there is no option available to the employee to receive or purchase our common stock. Matching contributions of 2% under the Plan aggregated $0.5 million, $0.5 million and $0.6 million for the years ended October 31, 2018, 2017, and 2016, respectively.

X
- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -URI http://asc.fasb.org/subtopic&trid=2208855 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration