|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
20-4645388
(I.R.S. Employer
Identification No.)
|
|
|
|
1420 N. McDowell Blvd.
Petaluma, California
|
|
94954
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
x
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
|
Page
|
|
|
|
|
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
Item 1.
|
Financial Statements (Unaudited)
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
36,434
|
|
|
$
|
45,294
|
|
Accounts receivable, net of allowances of $1,024 and $1,177, respectively
|
24,908
|
|
|
27,743
|
|
||
Inventory
|
22,309
|
|
|
19,843
|
|
||
Prepaid expenses and other
|
2,492
|
|
|
2,118
|
|
||
Total current assets
|
86,143
|
|
|
94,998
|
|
||
Property and equipment, net
|
25,281
|
|
|
25,541
|
|
||
Other assets
|
1,641
|
|
|
1,752
|
|
||
Total assets
|
$
|
113,065
|
|
|
$
|
122,291
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
9,057
|
|
|
$
|
11,272
|
|
Accrued liabilities
|
18,521
|
|
|
19,266
|
|
||
Deferred revenues
|
1,068
|
|
|
933
|
|
||
Current portion of term loans
|
2,440
|
|
|
2,384
|
|
||
Total current liabilities
|
31,086
|
|
|
33,855
|
|
||
Long-term liabilities:
|
|
|
|
||||
Deferred revenues
|
8,378
|
|
|
7,537
|
|
||
Warranty obligations
|
17,094
|
|
|
15,260
|
|
||
Other liabilities
|
352
|
|
|
307
|
|
||
Term loans
|
8,046
|
|
|
8,677
|
|
||
Total liabilities
|
64,956
|
|
|
65,636
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.00001 par value, 10,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.00001 par value, 100,000 shares authorized; 41,393 and 40,856 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
185,667
|
|
|
183,629
|
|
||
Accumulated deficit
|
(137,432
|
)
|
|
(127,026
|
)
|
||
Accumulated other comprehensive income (loss)
|
(126
|
)
|
|
52
|
|
||
Total stockholders’ equity
|
48,109
|
|
|
56,655
|
|
||
Total liabilities and stockholders’ equity
|
$
|
113,065
|
|
|
$
|
122,291
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
Net revenues
|
$
|
45,577
|
|
|
$
|
42,600
|
|
Cost of revenues
|
33,376
|
|
|
33,293
|
|
||
Gross profit
|
12,201
|
|
|
9,307
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
9,026
|
|
|
7,842
|
|
||
Sales and marketing
|
6,850
|
|
|
5,049
|
|
||
General and administrative
|
6,036
|
|
|
5,696
|
|
||
Total operating expenses
|
21,912
|
|
|
18,587
|
|
||
Loss from operations
|
(9,711
|
)
|
|
(9,280
|
)
|
||
Other income (expense), net:
|
|
|
|
||||
Interest expense
|
(464
|
)
|
|
(1,479
|
)
|
||
Other income (expense)
|
(49
|
)
|
|
640
|
|
||
Total other expense, net
|
(513
|
)
|
|
(839
|
)
|
||
Loss before income taxes
|
(10,224
|
)
|
|
(10,119
|
)
|
||
Provision for income taxes
|
(182
|
)
|
|
(65
|
)
|
||
Net loss attributable to common stockholders
|
$
|
(10,406
|
)
|
|
$
|
(10,184
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.25
|
)
|
|
$
|
(5.97
|
)
|
Shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
41,149
|
|
|
1,706
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
Net loss attributable to common stockholders
|
$
|
(10,406
|
)
|
|
$
|
(10,184
|
)
|
Other comprehensive (loss) income:
|
|
|
|
||||
Foreign currency translation adjustments
|
(178
|
)
|
|
28
|
|
||
Comprehensive loss attributable to common stockholders
|
$
|
(10,584
|
)
|
|
$
|
(10,156
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(10,406
|
)
|
|
$
|
(10,184
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,660
|
|
|
1,085
|
|
||
Non-cash interest expense
|
108
|
|
|
937
|
|
||
Stock-based compensation
|
1,435
|
|
|
706
|
|
||
Change in fair value of convertible preferred stock warrants
|
—
|
|
|
(623
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
2,835
|
|
|
4,324
|
|
||
Inventory
|
(2,466
|
)
|
|
(14,433
|
)
|
||
Prepaid expenses and other assets
|
(355
|
)
|
|
(913
|
)
|
||
Accounts payable, accrued and other liabilities
|
(759
|
)
|
|
11,222
|
|
||
Deferred revenues
|
976
|
|
|
(6,192
|
)
|
||
Net cash used in operating activities
|
(6,972
|
)
|
|
(14,071
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(1,682
|
)
|
|
(4,605
|
)
|
||
Net cash used in investing activities
|
(1,682
|
)
|
|
(4,605
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from term loans and debt
|
—
|
|
|
2,600
|
|
||
Repayments of term loans
|
(591
|
)
|
|
(3,287
|
)
|
||
Principal payments under capital leases
|
(40
|
)
|
|
(31
|
)
|
||
Proceeds from the exercise of stock options
|
603
|
|
|
24
|
|
||
Payment of offering costs
|
—
|
|
|
(279
|
)
|
||
Net cash used in financing activities
|
(28
|
)
|
|
(973
|
)
|
||
Effect of exchange rate changes on cash
|
(178
|
)
|
|
28
|
|
||
Net decrease in cash and cash equivalents
|
(8,860
|
)
|
|
(19,621
|
)
|
||
Cash and cash equivalents—Beginning of period
|
45,294
|
|
|
51,524
|
|
||
Cash and cash equivalents—End of period
|
$
|
36,434
|
|
|
$
|
31,903
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
388
|
|
|
$
|
514
|
|
Noncash financing and investing activities:
|
|
|
|
||||
Purchases of property and equipment included in accounts payable
|
$
|
490
|
|
|
$
|
1,708
|
|
Offering costs not yet paid
|
$
|
—
|
|
|
$
|
1,753
|
|
|
March 31,
2013
|
|
|
December 31,
2012
|
|
||
Raw materials
|
$
|
1,964
|
|
|
$
|
2,223
|
|
Finished goods
|
20,345
|
|
|
17,620
|
|
||
Total inventory
|
$
|
22,309
|
|
|
$
|
19,843
|
|
|
Three Months Ended
March 31,
|
||||||
|
2013
|
|
2012
|
||||
Balance, at beginning of period
|
$
|
21,338
|
|
|
$
|
8,738
|
|
Warranty expense
|
3,525
|
|
|
2,109
|
|
||
Settlements
|
(968
|
)
|
|
(283
|
)
|
||
Balance, at end of period
|
23,895
|
|
|
10,564
|
|
||
Less current portion included in accrued liabilities
|
(6,801
|
)
|
|
(2,687
|
)
|
||
Long-term portion
|
$
|
17,094
|
|
|
$
|
7,877
|
|
•
|
Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of such assets or liabilities do not entail a significant degree of judgment.
|
•
|
Level 2—Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
|
•
|
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
March 31,
2013 |
|
December 31,
2012 |
|
March 31,
2013 |
|
December 31,
2012 |
||||||||
Foreign currency forward contracts (Level 2)
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
64
|
|
|
$
|
268
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
Term loans
|
$
|
7,400
|
|
|
$
|
7,400
|
|
Equipment financing facility, net of unamortized discount of $78 and $94, respectively
|
3,086
|
|
|
3,661
|
|
||
Total debt
|
10,486
|
|
|
11,061
|
|
||
Less current portion
|
(2,440
|
)
|
|
(2,384
|
)
|
||
Long-term portion
|
$
|
8,046
|
|
|
$
|
8,677
|
|
|
Number of
Shares
Outstanding
|
|
Weighted-
Average
Exercise Price
per Share
|
|||
Options outstanding—December 31, 2012
|
8,169
|
|
|
$
|
3.28
|
|
Granted
|
114
|
|
|
4.93
|
|
|
Exercised
|
(527
|
)
|
|
1.14
|
|
|
Canceled
|
(73
|
)
|
|
8.06
|
|
|
Options outstanding—March 31, 2013
|
7,683
|
|
|
3.41
|
|
|
Restricted Stock Units
|
|
Weighted Average
Fair Value per Share at Grant Date |
|||
Outstanding at December 31, 2012
|
248
|
|
|
$
|
5.53
|
|
Granted
|
20
|
|
|
4.92
|
|
|
Vested
|
(10
|
)
|
|
6.79
|
|
|
Canceled
|
(3
|
)
|
|
6.90
|
|
|
Outstanding at March 31, 2013
|
255
|
|
|
5.42
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
Cost of revenues
|
$
|
108
|
|
|
$
|
20
|
|
Research and development
|
478
|
|
|
273
|
|
||
Sales and marketing
|
378
|
|
|
195
|
|
||
General and administrative
|
471
|
|
|
218
|
|
||
Total
|
$
|
1,435
|
|
|
$
|
706
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
Stock options and restricted stock units
|
$
|
1,285
|
|
|
$
|
706
|
|
Employee Stock Purchase Plan
|
150
|
|
|
—
|
|
||
Total
|
$
|
1,435
|
|
|
$
|
706
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
Expected term (in years)
|
4.7
|
|
|
6.0
|
|
||
Expected volatility
|
73.0
|
%
|
|
70.9
|
%
|
||
Annual risk-free rate of return
|
0.8
|
%
|
|
1.1
|
%
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
||
Weighted average grant date fair value
|
$
|
2.85
|
|
|
$
|
6.80
|
|
|
Three Months Ended
March 31, |
||||
|
2013
|
|
2012
|
||
Stock options to purchase common stock
|
7,908
|
|
|
6,502
|
|
Restricted stock units
|
247
|
|
|
—
|
|
Warrants to purchase common stock
|
331
|
|
|
132
|
|
Warrants to purchase convertible preferred stock
|
—
|
|
|
187
|
|
Convertible preferred stock
|
—
|
|
|
25,171
|
|
Convertible notes
|
—
|
|
|
3,530
|
|
Total
|
8,486
|
|
|
35,522
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
March 31,
|
|
Change in
|
|||||||||||
|
2013
|
|
2012
|
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||||
Net revenues
|
$
|
45,577
|
|
|
$
|
42,600
|
|
|
$
|
2,977
|
|
|
7
|
%
|
|
Three Months Ended
March 31, |
|
Change in
|
|||||||||||
|
2013
|
|
2012
|
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||||
Cost of revenues
|
$
|
33,376
|
|
|
$
|
33,293
|
|
|
$
|
83
|
|
|
—
|
%
|
Gross profit
|
12,201
|
|
|
9,307
|
|
|
2,894
|
|
|
31
|
%
|
|||
Gross margin
|
26.8
|
%
|
|
21.8
|
%
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Net cash used in operating activities
|
$
|
(6,972
|
)
|
|
$
|
(14,071
|
)
|
Net cash used in investing activities
|
(1,682
|
)
|
|
(4,605
|
)
|
||
Net cash used in financing activities
|
(28
|
)
|
|
(973
|
)
|
•
|
Revenue recognition;
|
•
|
Inventory valuation; and
|
•
|
Warranty obligations.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
market acceptance of solar PV systems based on our product platform;
|
•
|
cost competitiveness, reliability and performance of solar PV systems compared to conventional and non-solar renewable energy sources and products;
|
•
|
availability and amount of government subsidies and incentives to support the development and deployment of solar energy solutions;
|
•
|
the extent to which the electric power industry and broader energy industries are deregulated to permit broader adoption of solar electricity generation;
|
•
|
the cost and availability of key raw materials and components used in the production of solar PV systems;
|
•
|
prices of traditional carbon-based energy sources;
|
•
|
levels of investment by end-users of solar energy products, which tend to decrease when economic growth slows; and
|
•
|
the emergence, continuance or success of, or increased government support for, other alternative energy generation technologies and products.
|
•
|
our ability to timely introduce and complete new designs and timely qualify and certify our products;
|
•
|
whether installers, system owners and solar financing providers will continue to adopt our microinverter systems, which is a relatively new technology with a limited history with respect to reliability and performance;
|
•
|
whether installers, system owners and solar financing providers will be willing to purchase microinverter systems from us given our limited operating history;
|
•
|
the ability of prospective system owners to obtain long-term financing for solar PV installations based on our product platform on acceptable terms or at all;
|
•
|
our ability to produce microinverter systems that compete favorably against other solutions on the basis of price, quality, reliability and performance;
|
•
|
our ability to develop products that comply with local standards and regulatory requirements, as well as potential in-country manufacturing requirements; and
|
•
|
our ability to develop and maintain successful relationships with our customers and suppliers.
|
•
|
changes in customer, geographic or product mix;
|
•
|
increased price competition, including the impact of customer discounts and rebates; ability to reduce and control product costs;
|
•
|
increased warranty costs and reserves;
|
•
|
loss of cost savings due to changes in component or raw material pricing or charges incurred due to inventory holding periods if product demand is not correctly anticipated;
|
•
|
introduction of new products;
|
•
|
price reductions on older generation products to sell remaining inventory;
|
•
|
our ability to reduce production costs, such as through technology innovations, in order to offset price declines in older products over time;
|
•
|
changes in shipment volume;
|
•
|
changes in distribution channels;
|
•
|
excess and obsolete inventory and inventory holding charges; and
|
•
|
expediting costs incurred to meet customer delivery requirements.
|
•
|
manage a larger organization;
|
•
|
expand third-party manufacturing, testing and distribution capacity;
|
•
|
build additional custom manufacturing test equipment;
|
•
|
manage an increasing number of relationships with customers, suppliers and other third parties;
|
•
|
increase our sales and marketing efforts;
|
•
|
train and manage a growing employee base;
|
•
|
broaden our customer support capabilities;
|
•
|
implement new and upgrade existing operational and financial systems; and
|
•
|
enhance our financial disclosure controls and procedures.
|
•
|
acceptance of microinverters in markets in which they have not traditionally been used;
|
•
|
our ability to compete in new product markets to which we are not accustomed;
|
•
|
our ability to manage an increasing manufacturing capacity and production;
|
•
|
willingness of our potential customers to incur a higher upfront capital investment than may be required for competing solutions;
|
•
|
our ability to develop solutions to address the requirements of the larger commercial and utility-scale markets;
|
•
|
timely qualification and certification of new products for larger commercial and utility-scale installations;
|
•
|
our ability to reduce production costs in order to price our products competitively over time;
|
•
|
availability of government subsidies and economic incentives for solar energy solutions;
|
•
|
accurate forecasting and effective management of inventory levels in line with anticipated product demand; and
|
•
|
our customer service capabilities and responsiveness.
|
•
|
differing regulatory requirements, including tax laws, trade laws, labor, safety, local content and consumer protection regulations, tariffs, export quotas, customs duties or other trade restrictions;
|
•
|
limited or unfavorable intellectual property protection;
|
•
|
risk of change in international political or economic conditions;
|
•
|
restrictions on the repatriation of earnings;
|
•
|
fluctuations in the value of foreign currencies and interest rates;
|
•
|
difficulties and increased expenses in complying with a variety of U.S. and foreign laws, regulations and trade standards, including the Foreign Corrupt Practices Act;
|
•
|
potentially longer sales cycles;
|
•
|
higher volume requirements;
|
•
|
increased customer concentrations;
|
•
|
warranty expectations and product return policies; and
|
•
|
cost, performance and compatibility requirements.
|
•
|
obtain from a third party claiming infringement a license to sell or use the relevant technology, which may not be available on reasonable terms, or at all;
|
•
|
stop manufacturing, selling, incorporating or using our products that embody the asserted intellectual property;
|
•
|
pay substantial monetary damages;
|
•
|
our customers pursuant to indemnification obligations under some of our customer contracts; or expend significant resources to redesign the products that use the infringing technology and to develop or acquire non-infringing technology.
|
•
|
invest in our research and development efforts by hiring additional technical and other personnel;
|
•
|
expand our operations into new product markets and new geographies;
|
•
|
acquire complementary businesses, products, services or technologies; or
|
•
|
otherwise pursue our strategic plans and respond to competitive pressures.
|
•
|
fluctuations in demand for our products;
|
•
|
the timing, volume and product mix of sales of our products, which may have different average selling prices or profit margins;
|
•
|
changes in our pricing and sales policies or the pricing and sales policies of our competitors;
|
•
|
our ability to design, manufacture and deliver products to our customers in a timely and cost-effective manner and that meet customer requirements;
|
•
|
our ability to manage our relationships with our contract manufacturers, customers and suppliers;
|
•
|
quality control or yield problems in our manufacturing operations;
|
•
|
the anticipation, announcement or introductions of new or enhanced products by our competitors and ourselves;
|
•
|
reductions in the retail price of electricity;
|
•
|
changes in laws, regulations and policies applicable to our business and products, particularly those relating to government incentives for solar energy applications;
|
•
|
unanticipated increases in costs or expenses;
|
•
|
the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our business operations;
|
•
|
the impact of government-sponsored programs on our customers;
|
•
|
our exposure to the credit risks of our customers, particularly in light of the fact that some of our customers are relatively new entrants to the solar market without long operating or credit histories;
|
•
|
our ability to estimate future warranty obligations due to product failure rates, claim rates or replacement costs;
|
•
|
our ability to forecast our customer demand, manufacturing requirements and manage our inventory;
|
•
|
fluctuations in our gross profit;
|
•
|
our ability to predict our revenue and plan our expenses appropriately; and
|
•
|
fluctuations in foreign currency exchange rates.
|
•
|
providing for a classified board of directors with staggered, three-year terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;
|
•
|
not providing for cumulative voting in the election of directors, which limits the ability of minority stockholders to elect directory candidates;
|
•
|
authorizing our board of directors to issue, without stockholder approval, preferred stock rights senior to those of common stock, which could be used to significantly dilute the ownership of a hostile acquiror;
|
•
|
prohibiting stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
|
•
|
requiring the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of voting stock, voting as a single class, to amend provisions of our certificate of incorporation relating to the management of our business, our board of directors, stockholder action by written consent, advance notification of stockholder nominations and proposals, forum selection and the liability of our directors, or to amend our bylaws, which may inhibit the ability of stockholders or an acquiror to effect such amendments to facilitate changes in management or an unsolicited takeover attempt;
|
•
|
requiring special meetings of stockholders may only be called by our chairman of the board, if any, our chief executive officer, our president or a majority of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and
|
•
|
requiring advance notification of stockholder nominations and proposals, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror's own slate of directors or otherwise attempting to obtain control of us.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
|
ENPHASE ENERGY, INC.
|
||
|
|
|
|
|
By:
|
|
/s/ Kris Sennesael
|
|
|
|
Kris Sennesael
|
|
|
|
Vice President and Chief Financial Officer
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Enphase Energy, Inc.
(1)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Enphase Energy, Inc.
(2)
|
|
|
|
4.1
|
|
Specimen Common Stock Certificate of Enphase Energy, Inc.
(3)
|
|
|
|
4.2
|
|
2010 Amended and Restated Investors’ Rights Agreement by and between Enphase Energy, Inc. and the investors listed on Exhibit A thereto, dated March 15, 2010, as amended.
(3)
|
|
|
|
4.4
|
|
Warrant to Purchase Shares of Series Preferred Stock, between the Company and Compass Horizon Funding Company LLC, dated March 11, 2010.
(3)
|
|
|
|
4.5
|
|
Warrant to Purchase Shares of Series Preferred Stock, between the Company and Horizon Technology Finance Corporation, dated March 25, 2011.
(3)
|
|
|
|
4.6
|
|
Warrant Agreement to Purchase Shares of Preferred Stock, between the Company and Hercules Technology Growth Capital, Inc., dated September 13, 2011.
(3)
|
|
|
|
4.7
|
|
Form of September 2011 Warrant to Purchase Common Stock of Enphase Energy, Inc., pursuant to that certain Amended and Restated Subordinated Convertible Loan Facility and Security Agreement.
(3)
|
|
|
|
4.8
|
|
Form of November 2011 Warrant to Purchase Common Stock of Enphase Energy, Inc., pursuant to that certain Amended and Restated Subordinated Convertible Loan Facility and Security Agreement.
(3)
|
|
|
|
10.28
|
|
Non-employee Director Compensation Policy.+
|
|
|
|
10.49
|
|
2013 Performance Bonus Program Summary.
(4)
+
|
|
|
|
10.50
|
|
Severance and Change in Control Benefits Plan. +
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
101.INS
|
|
XBRL Instance Document.**
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.**
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.**
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.**
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Document.**
|
(1)
|
Previously filed as Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35480), filed with the Securities and Exchange Commission on April 6, 2012, and incorporated by reference herein.
|
(2)
|
Previously filed as Exhibit 3.5 to Amendment No. 7 to the Registration Statement on Form S-1/A (File No. 333-174925), filed with the Securities and Exchange Commission on March 12, 2012, and incorporated by reference herein.
|
(3)
|
Previously filed as the like-numbered exhibit to the Registration Statement on Form S-1/A (File No. 333-174925), and incorporated herein by reference.
|
(4)
|
Previously filed as Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35480), filed with the Securities and Exchange Commission on January 29, 2013, and incorporated by reference herein.
|
+
|
Management compensatory plan or arrangement.
|
*
|
The certifications attached as Exhibit 32.1 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by Enphase Energy, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|
**
|
Pursuant to applicable securities laws and regulations, Enphase Energy, Inc. is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as Enphase Energy, Inc. has made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
|
1.
|
Annual Board Service Retainer
:
|
2.
|
Annual Committee Chair Retainer (assumes five (5) meetings for each committee
each fiscal year)
:
|
a.
|
Meeting fee for Committee Chair member:
|
•
|
$1,500 per regular meeting beyond five (5) meetings in a fiscal year
|
•
|
$1,000 per regular meeting beyond five (5) meetings in a fiscal year
|
5.
|
Annual Lead Independent Director Retainer
: $20,000
|
|
ENPHASE ENERGY, INC.:
|
|
|
|
|
|
|
(Signature)
|
|
|
|
|
By:
|
|
|
Title:
|
|
|
|
|
|
PARTICIPANT:
|
|
|
|
|
|
|
(Signature)
|
|
|
|
|
By:
|
|
|
Date:
|
|
|
PARTICIPANT:
|
|
|
|
|
|
|
(Signature)
|
|
|
|
|
By:
|
|
|
Date:
|
|
|
PARTICIPANT:
|
|
|
|
|
|
|
(Signature)
|
|
|
|
|
By:
|
|
|
Date:
|
|
|
PARTICIPANT:
|
|
|
|
|
|
|
(Signature)
|
|
|
|
|
By:
|
|
|
Date:
|
|
|
/s/ Paul B. Nahi
|
|
Paul B. Nahi
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ Kris Sennesael
|
|
Kris Sennesael
|
|
Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
/s/ Paul B. Nahi
|
|
/s/ Kris Sennesael
|
Paul B. Nahi
President and Chief Executive Officer
|
|
Kris Sennesael
Vice President and Chief Financial Officer
|