XML 15 R27.htm IDEA: XBRL DOCUMENT
v3.19.2

Subsequent Events | 9 Months Ended
--- | ---
Jul. 31, 2019
Subsequent Events [Abstract] |
Subsequent Events | Note 20. Subsequent Events Amendment to NRG Energy, Inc. Loan Agreement On August 8, 2019, FuelCell Finance, Central CA Fuel Cell 2, LLC, and NRG entered into the sixth amendment to the NRG loan agreement, which amends the definition of “Maturity Date” under the NRG loan agreement. Pursuant to the sixth amendment, the Maturity Date of each note is now the date that is the earliest of (a) September 30, 2019, (b) the commercial operation date or substantial completion date, as applicable, with respect to the fuel cell project owned by the co-borrower under such note, and (c) the repayment in full or the closing of a refinancing of the Company’s indebtedness with Hercules; provided, however, in the event NRG determines, in its sole discretion, that the Company is not making sufficient progress toward the completion of the construction of the 2.8 MW Tulare BioMAT project in California, NRG may accelerate the Maturity Date on the date of such determination. In conjunction with the sixth amendment, Central CA Fuel Cell 2, LLC prepaid interest (which would otherwise be paid at maturity) that had been accrued through the date of the sixth amendment totaling approximately $0.3 million. Amendment to Generate Lending, LLC Construction Loan Agreement On December 21, 2018, the Company, through its indirect wholly-owned subsidiary FCEF II, entered into the Generate Agreement with Generate Lending. In connection with the execution of the Generate Agreement and concurrently therewith, Generate Lending, FCEF II and the Company entered into a Right to Finance Agreement, which gave the Generate Lending an exclusive right, subject to certain exclusions and exceptions, to provide construction financing through the Generate facility to all of the Company’s stationary fuel cell projects and provided that, upon a breach of such exclusivity provision, FCEF II would pay to Generate Lending a cash amount equal to $650,000 (the “Liquidated Damages Amount”). Pursuant to the terms of the Generate Agreement, Generate Lending had an optional call right which, if exercised, was required to be noticed during the ten day period beginning on June 20, 2019 and ending on (and including) June 30, 2019 (as amended or modified from time to time, the “Call Right”). If Generate Lending had exercised its Call Right during that period, all of the Working Capital Loans (as described elsewhere herein) (in an amount equal to $10,000,000), together with all accrued and unpaid interest thereon, would have been due and payable in their entirety, without penalty or premium, prior to September 30, 2019. On June 28, 2019, FCEF II, Generate Lending, and various project company guarantors entered into the First Amendment to the Generate Agreement (the “First Generate Amendment”). Under the First Generate Amendment, the Call Right was modified to give Generate Lending the right to exercise the Call Right, requiring payment of all Working Capital Loans and all accrued and unpaid interest thereon on September 30, 2019, during the ten day period beginning on August 1, 2019 and ending on (and including) August 11, 2019. Concurrently with the execution of the First Generate Amendment, the Company, FCEF II and Generate Lending entered into the First Amendment to the Right to Finance Agreement, which provided that, if Generate Lending exercised its Call Right, the Right to Finance Agreement (as amended) would terminate. In addition, in the First Amendment to the Right to Finance Agreement, the provision requiring the payment of the Liquidated Damages Amount (as described above) was deleted in its entirety. On August 7, 2019, Generate Lending exercised the Call Right. On August 13, 2019, FCEF II, Generate Lending and various project company guarantors entered into the Second Amendment to the Generate Agreement (the “Second Generate Amendment”). Under the Second Generate Amendment, the Call Right was further amended to provide Generate Lending the right to exercise the Call Right, requiring payment of all Working Capital Loans and all accrued and unpaid interest thereon on September 30, 2019, any time between September 1, 2019 and September 30, 2019, subject to further extension upon mutual agreement of FCEF II and Generate Lending. Pursuant to the Second Generate Amendment, FCEF II and various project company guarantors agreed to (i) use all commercially reasonable efforts to provide Generate Lending with a consent to assignment of the power purchase agreement for the 7.4 MW project in Brookhaven, New York currently under development, (ii) provide daily reports to Generate Lending in form and substance satisfactory to Generate Lending, (iii) use all commercially reasonable efforts to provide information to Generate Lending within three business days of Generate Lending’s request therefor, and (iv) by September 1, 2019, at FCEF II’s cost and Generate Lending’s option to either (x) provide executed bailee letters for all collateral under the Generate Agreement or (y) move all collateral currently held at the Company’s Danbury and/or Torrington facilities, or any other facility owned or leased by FCEF II or the Company to a mutually agreeable separate location only accessible with the consent of Generate Lending. Failure to timely comply with any of the foregoing shall constitute a Facility Event of Default (as defined in the Generate Agreement). With the execution of the Second Generate Amendment, Generate Lending withdrew its August 7, 2019 notice exercising the Call Right. Concurrently with the execution of the Second Generate Amendment, the Company, FCEF II and Generate Lending entered into the Second Amendment to the Right to Finance Agreement, which provides that if Generate Lending exercises its Call Right (as amended by the Second Generate Amendment), the Right to Finance Agreement will terminate as of September 30, 2019. Amendment to Fifth Third Bank Construction Loan Agreement On August 13, 2019, Groton Borrower and Fifth Third entered into Amendment No. 1 to the Groton Agreement (the “Groton Amendment”). Under the Groton Amendment, the definition of “Commitment” was amended to reduce the aggregate principal amount of the facility available to Groton Borrower from $23.0 million to $18.0 million. Pursuant to the Groton Amendment, Groton Borrower has agreed to (i) no later than August 16, 2019, deliver executed bailee letters for certain collateral, (ii) no later than August 21, 2019, provide Fifth Third with a plan to fund the remaining project costs needed to complete the construction of the Groton Project, (iii) complete the conditioning of the first of the remaining two fuel cells units for the Groton Project no later than September 19, 2019 and the final fuel cell unit for the Groton Project by October 25, 2019, and (iv) no later than September 28, 2019, deliver to Fifth Third a binding loan agreement for permanent financing with another lender and one or more binding letters of intent from tax equity investors, such date to be automatically extended to October 21, 2019 in the event that the Company’s credit facility with Hercules is repaid or extended beyond October 21, 2019; and further provided that such dates shall be extended by an additional 60 days due to delays outside of the control of Groton Borrower or if Fifth Third is reasonably satisfied that Groton Borrower is negotiating diligently and in good faith with potential take-out lenders or tax equity investors. Series B Preferred Stock No dividends were declared or paid by the Company on the Series B Preferred Stock in connection with the August 15, 2019 dividend payment date. Based on the dividend rate in effect on August 15, 2019, the aggregate amount of such dividend payment would have been $0.8 million. Because such dividends were not paid on August 15, under the terms of the Amended Certificate of Designation with respect to the Series B Preferred Stock, the holders of shares of Series B Preferred Stock will be entitled to receive, when, as and if, declared by the Board, dividends at a dividend rate per annum equal to the normal dividend rate of 5% plus an amount equal to the number of dividend periods for which the Company failed to pay or set apart funds to pay dividends multiplied by 0.0625% for each subsequent dividend period until the Company has paid or provided for the payment of all dividends on the shares of Series B Preferred Stock for all prior dividend periods. A total of $0.83 million will be payable with respect to the August 15 dividend period, if and when declared by the Board. Sales of Common Stock During the period beginning on August 1, 2019 and ending on (and including) August 8, 2019, the Company sold approximately 7.5 million shares of its common stock under the Sales Agreement at an average sale price of $0.31 per share and raised aggregate gross proceeds of approximately $2.4 million, before deducting expenses and commissions. Commissions of $0.07 million were paid to the Agent making the sales during the period beginning on August 1, 2019 and ending on (and including) August 8, 2019, resulting in net proceeds of approximately $2.3 million. As the Company had sold an aggregate of approximately $27.1 million of shares of common stock under the Sales Agreement as of September 4, 2019, the Company may sell up to approximately $22.9 million of common stock in the future under the Sales Agreement, subject to contractual requirements, trading windows and market conditions.

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

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration