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Debt and Finance Obligation
6 Months Ended
Apr. 30, 2017
Debt [Abstract]  
Debt and Finance Obligation

Note 13.  Debt and Finance Obligation

Debt as of April 30, 2017 and October 31, 2016, consisted of the following:

 

 

 

April 30,

2017

 

 

October 31,

2016

 

Connecticut Development Authority Note

 

$

2,470

 

 

$

2,589

 

CT Green Bank Note

 

 

6,051

 

 

 

6,050

 

NRG Energy, Inc. Loan Agreement

 

 

 

 

 

1,755

 

PNC Energy Capital, LLC Finance Obligation

 

 

47,111

 

 

 

41,603

 

State of Connecticut Loan

 

 

10,000

 

 

 

10,000

 

Hercules Loan and Security Agreement

 

 

20,991

 

 

 

20,521

 

New Britain Renewable Energy Term Loan

 

 

1,992

 

 

 

 

Capitalized lease obligations

 

 

719

 

 

 

660

 

Deferred finance costs

 

 

(1,527

)

 

 

(1,408

)

Total debt

 

$

87,807

 

 

$

81,770

 

Current portion of long-term debt and finance obligation

 

 

(14,564

)

 

 

(5,010

)

Long-term debt

 

$

73,243

 

 

$

76,760

 

 

The Company has a loan agreement with the Connecticut Development Authority to finance equipment purchases associated with manufacturing capacity expansion allowing for a maximum amount borrowed of $4.0 million. The interest rate is 5.0 percent and the loan is collateralized by the assets procured under this loan as well as $4.0 million of additional machinery and equipment. Repayment terms require monthly interest and principal payments through May 2018.

The Company has a long-term loan agreement with the CT Green Bank totaling $5.9 million in support of the Bridgeport Fuel Cell Park project. The loan agreement carries an interest rate of 5.0 percent.  Interest only payments commenced in January 2014 and principal payments will commence on the eighth anniversary of the project’s provisional acceptance date, which is December 20, 2021, payable in forty eight equal monthly installments.  Outstanding amounts are secured by future cash flows from the Bridgeport Fuel Cell Park service agreement.

In July 2014, the Company, through its wholly-owned subsidiary, FuelCell Finance, entered into a Loan Agreement (the “Loan Agreement”) with NRG Energy, Inc. (“NRG”).  Pursuant to the Loan Agreement, NRG has extended a $40.0 million revolving construction and term financing facility for the purpose of accelerating project development by the Company and its subsidiaries.  We may draw on the facility to finance the construction of projects through the commercial operating date of the power plants.  The interest rate is 8.5 percent per annum for construction-period financing and 8.0 percent thereafter.  Fees that were paid by FuelCell Finance to NRG for making the loan facility available and related legal fees incurred were capitalized and are being amortized straight-line over the life of the related loan agreement, which is five years. The term of the loans are up to five years but may be repaid early should the projects be sold or refinanced at the option of the Company.

In 2015, the Company entered into an agreement with PNC, whereby the Company’s project finance subsidiaries may enter into sale-leaseback agreements for commissioned projects where we have entered into a PPA with the site host/end-user of produced power.  Under the financing method of accounting for a sale-leaseback, the Company does not recognize as income any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as financing obligations.  The outstanding finance obligation balance as of April 30, 2017 is $47.1 million and the increase from October 31, 2016 includes a sale-leaseback transaction which was completed in December 2016 and the recognition of interest expense offset by lease payments.

In November 2015, the Company closed on a definitive Assistance Agreement with the State of Connecticut and received a disbursement of $10.0 million for the first phase of the expansion project to expand the existing 65,000 square foot manufacturing facility in Torrington, Connecticut by approximately 102,000 square feet for a total size of 167,000 square feet. In conjunction with this financing, the Company entered into a $10.0 million Promissory Note and related security agreement securing the loan with equipment liens and a mortgage on its Danbury, Connecticut location.  Pursuant to the terms of the loan, payment of principal is deferred for the first four years. Interest at a fixed rate of 2.0 percent is payable beginning December 2015.  The financing is payable over 15 years, and is predicated on certain terms and conditions, including the forgiveness of up to half of the loan principal if certain job retention and job creation targets are reached.  On April 17, 2017, the Company entered into an amendment to the Assistance Agreement extending certain of the job creation target dates.

In April 2016, the Company entered into a loan and security agreement with Hercules Capital, Inc. (“Hercules”) for an aggregate principal amount of up to $25.0 million, subject to certain terms and conditions.  The Company drew down during fiscal year 2016 $20.0 million.  FCE may also make an additional draw down of $5.0 million beginning on the later of January 1, 2017 or the date certain milestones are met, and June 15, 2017.  The loan is a 30 month secured facility and the term loan interest is currently 9.5 percent.  Interest is paid on a monthly basis.  During the first year of the loan, interest only payments are to be made and may be extended for up to 24 months upon the Company achieving certain milestones.  Currently, principal and interest payments are to commence on November 1, 2017.  The loan balance and all accrued and unpaid interest is due and payable by October 1, 2018.  Per the terms of the loan and security agreement, there is an end of term charge of $1.7 million which is being accreted over the 30 month term using the effective interest rate method.

As collateral for obligations under the loan and security agreement, the Company granted Hercules a security interest in FuelCell Energy, Inc.’s existing and hereafter-acquired assets except for intellectual property and certain other excluded assets. Collateral does not include assets held by FuelCell Energy Finance, LLC or any project subsidiary thereof. The Company may continue to collateralize and finance its project subsidiaries through other lenders and partners. The loan contains a financial covenant whereby the Company is required to maintain an unrestricted cash balance of at least (a) 75% of the outstanding Loan balance plus (b) the amount of accounts payable (as defined under GAAP) not paid within 90 days of the date payment was issued.

In November 2016, in connection with the acquisition of NBRE, debt with Webster was assumed as a part of the transaction in the amount of $2.3 million.  The term loan interest is 5.0 percent and payments are due on a quarterly basis commencing in January 2017.  The balance outstanding as of April 30, 2017 was $2.0 million.

The Company leases computer equipment under master lease agreements. Lease payment terms are generally thirty-six months from the date of acceptance for leased equipment.

Direct deferred finance costs relate primarily to sale-leaseback transactions entered into with PNC Energy Capital, LLC which are being amortized over the ten-year term and direct deferred finance costs relating to the Hercules loan and security agreement entered into in April 2016 which is being amortized over the 30 month life of the loan.