SEC Company Response from FUELCELL ENERGY INC (FCEL, FCELB) (CIK 0000886128) (FCEL) — Nov 6, 2014
FUELCELL ENERGY INC (FCEL, FCELB) (CIK 0000886128)
Date: Nov. 6, 2014 · CIK: 0000886128 · Accession: 0001193125-14-400291
AI Filing Summary & Sentiment
File numbers found in text: 001-14204
Referenced dates: October 10, 2014, October 29, 2014
Letter
United States Securities and Exchange Commission Form 10-K for the Fiscal Year Ended October 31, 2013 Filed January 6, 2014 File No. 001-14204
Re: FuelCell Energy, Inc.
Dear Mr. Cascio:
This correspondence is in response to your letter dated October 29, 2014, to Michael Bishop, Senior Vice-President and Chief Financial Officer of FuelCell Energy, Inc. (“FuelCell”, “FCE” or the “Company”). In that letter, you requested that FuelCell respond to your comments following a review of our letter dated October 10, 2014. We will respond to the comments in the order presented.
For the Staff’s reference, we have included, in this response letter, the original Staff comment in italics which is followed by FuelCell’s response.
Form 10-K for the fiscal year ended October 31, 2013
Consolidated Statements of Operations and Comprehensive Income (Loss), page 67
1. We note that sales to related parties represent a significant amount of revenues each period. Please revise future filings to separately state related party transactions on the face of your financial statements in accordance with Rule 4-08(k)(1) of Regulation S-X.
FuelCell Response:
We acknowledge the Staff’s comment and in future filings we will separately state related party transactions on the face of the financial statements in accordance with Rule 4-08(k)(1) of Regulation S-X.
Mr. Cascio
Securities and Exchange Commission
November 6, 2014
Page
Note 1. Nature of Business, Basis of Presentation and Significant Accounting Policies
Revenue Recognition, page 71
2. We note your response to prior comment 3. Separately priced extended maintenance warranty agreements do not appear to be similar to license and royalty revenue arrangements. Accordingly, please revise segment disclosures in future filings to quantify the revenue recorded for extended maintenance warranty agreements separately in accordance with FASB ASC 280-10-50-40.
FuelCell Response:
We acknowledge the Staff’s comment and in future filings we will disclose the revenue recorded for extended maintenance warranty agreements (service agreements) in our notes to consolidated financial statements in accordance with FASB ASC 280-10-50-40.
The Company believes that it has addressed the Staff’s comments. FuelCell acknowledges the following:
•
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
•
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Sincerely,
/s/ Michael S. Bishop
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CORRESP 1 filename1.htm Correspondence November 6, 2014 Mr. Brian Cascio Accounting Branch Chief United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: FuelCell Energy, Inc. Form 10-K for the Fiscal Year Ended October 31, 2013 Filed January 6, 2014 File No. 001-14204 Dear Mr. Cascio: This correspondence is in response to your letter dated October 29, 2014, to Michael Bishop, Senior Vice-President and Chief Financial Officer of FuelCell Energy, Inc. (“FuelCell”, “FCE” or the “Company”). In that letter, you requested that FuelCell respond to your comments following a review of our letter dated October 10, 2014. We will respond to the comments in the order presented. For the Staff’s reference, we have included, in this response letter, the original Staff comment in italics which is followed by FuelCell’s response. Form 10-K for the fiscal year ended October 31, 2013 Consolidated Statements of Operations and Comprehensive Income (Loss), page 67 1. We note that sales to related parties represent a significant amount of revenues each period. Please revise future filings to separately state related party transactions on the face of your financial statements in accordance with Rule 4-08(k)(1) of Regulation S-X. FuelCell Response: We acknowledge the Staff’s comment and in future filings we will separately state related party transactions on the face of the financial statements in accordance with Rule 4-08(k)(1) of Regulation S-X. Mr. Cascio Securities and Exchange Commission November 6, 2014 Page 2 Note 1. Nature of Business, Basis of Presentation and Significant Accounting Policies Revenue Recognition, page 71 2. We note your response to prior comment 3. Separately priced extended maintenance warranty agreements do not appear to be similar to license and royalty revenue arrangements. Accordingly, please revise segment disclosures in future filings to quantify the revenue recorded for extended maintenance warranty agreements separately in accordance with FASB ASC 280-10-50-40. FuelCell Response: We acknowledge the Staff’s comment and in future filings we will disclose the revenue recorded for extended maintenance warranty agreements (service agreements) in our notes to consolidated financial statements in accordance with FASB ASC 280-10-50-40. The Company believes that it has addressed the Staff’s comments. FuelCell acknowledges the following: • The Company is responsible for the adequacy and accuracy of the disclosure in the filing; • Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely, /s/ Michael S. Bishop Michael S. Bishop Sr. Vice President & CFO cc: Arthur A. Bottone, President & CEO, FuelCell Energy, Inc. Peter J. Schaeffer, Partner, Patterson Belknap Webb & Tyler LLP Richard Krantz, Partner, Robinson & Cole