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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-4645388
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class:
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Name of each exchange on which registered
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Common Stock, par value $0.00001 per share
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The NASDAQ Stock Market LLC
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Page
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Item 1.
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Item 15.
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•
|
Productivity limits
. If solar modules are wired using a traditional central inverter—group or “string” of modules are wired in series—an entire string’s output is limited by the output of the lowest-performing module. Because of its string design, there is a single point of failure risk with the traditional central inverter approach.
|
•
|
Reliability issues
. Traditional central inverters are the single most common component of solar installations to fail, resulting in system downtime and adversely impacting total energy output. As a result, central inverters typically carry warranties of only 5 to 10 years.
|
•
|
Complex design and installation requirements
. The central inverter-based solar PV installation requires greater effort on the part of the installer, both in terms of design and on-site labor. Central inverter installations require string design and calculations for safe and reliable operation, as well as specialized equipment such as DC combiners, conduits and disconnects. In addition, the use of high-voltage DC requires specialized knowledge and training and safety precautions to install central inverter technology.
|
•
|
Lack of monitoring
. The majority of solar installations with central inverter technology offer limited monitoring capabilities. A failure of the central inverter will often go unnoticed for days or even weeks. If a module fails or is not performing to specification, the resulting loss of energy can go unnoticed for an extended period of time.
|
•
|
Safety issues
. Central inverter solar PV installations have a wide distribution of high-voltage (600 volts to 1,000 volts) DC wiring. If damaged, DC wires can generate sustained electrical arcs, reaching temperatures of more than 5,000 °F. This creates the risk of fire for solar PV installation owners and injury for installers and maintenance personnel.
|
•
|
Installer
. Solar PV installers aim for simple installation design, fast installation times and maximum system performance and predictability. The installation of high-voltage DC central inverter technology, however, requires significant preparation, precautionary safety measures, time-consuming string calculations, extensive design expertise and specialized installation equipment, training and knowledge. Together, these factors significantly increase complexity and cost of installation and limit overall productivity for the installer.
|
•
|
System owner
. Solar system owners aim for high energy production, low cost, high reliability and low maintenance requirements, as well as reduced fire risks. With traditional central inverters, owners often are unable to optimize the size or shape of their solar PV installations due to string design limitations. As such, they experience performance loss from shading and other obstructions, can face frequent system failures and lack the ability to effectively monitor the performance of their solar PV installation. In addition, central inverter installations operate at high-voltage DC which bears significant fire risks. Further, due to their large size, central inverter installations can affect architectural aesthetics of the house or commercial building.
|
•
|
Our Enphase microinverter delivers efficient and reliable power conversion at the individual solar module level by introducing a digital architecture that incorporates custom application specific integrated circuits, or ASICs, specialized power electronics devices and an embedded software subsystem that optimizes energy production from each module and manages the core ASIC functions. A residential solar installation typically consists of 5 to 50 microinverters; a small commercial solar installation typically consists of 50 to 500 microinverters; and a medium or larger commercial solar installation typically consists of 500 to 10,000 microinverters, or more.
|
•
|
Our Envoy communications gateway is installed in the system owner’s home or business and serves as a networking hub that collects data from the microinverter array and sends the information to our hosted data center. One Envoy is typically sold with each solar installation and can support up to [500] Enphase microinverters.
|
•
|
Our Enlighten web-based software collects and analyzes this information to enable system owners to monitor and realize the highest performance of their solar PV system. In addition, Enlighten also provides an online portal specifically designed for installers to enable them to track and manage all of their Enphase enabled projects and monitor and analyze the performance of their installed systems.
|
•
|
Continue to Penetrate Our Core Markets.
We intend to capitalize on our market leadership in the microinverter category and our momentum with installers and owners to expand our market share position in our core U.S. market.
|
•
|
Enter New Geographic Markets.
We intend to further increase our market share in Europe and Asia Pacific region. In addition, we intend to expand into new markets with new and existing products and local go-to-market capabilities.
|
•
|
Expand Our Product Offering for Commercial Installations, Utility-Scale Installations and Microgrids.
We intend to expand our product offering by introducing new microinverter systems targeted at larger commercial installations, utility-scale installations and microgrids.
|
•
|
Increase Power and Efficiency and Reduce Cost per Watt.
Our engineering team is focused on continuing to increase average power conversion efficiency above 96.5% and AC output power beyond 250 watts. We intend to continue to leverage our semiconductor integration, power electronics expertise and manufacturing economies of scale to further reduce cost per watt.
|
•
|
Extend Our Technological Innovation.
We distinguish ourselves from other inverter companies with our system- based and high-tech approach, and the ability to leverage strong research and development capabilities. As of
December 31, 2014
,
we had 50 issued U.S. patents, 26 issued foreign patents, 89 pending U.S. patent
|
•
|
Provide Enphase Energy Services
. We are building out an asset management and operations and maintenance service organization to support the increasing demand for services in the residential, commercial and utility scale PV systems.
|
•
|
Develop a Software Management Platform.
We intend to build upon our strong position as the leading supplier of microinverter systems to develop additional energy management services for our growing network of solar installers worldwide.
|
•
|
Product performance and features;
|
•
|
Total cost of ownership (usually measured by levelized cost of electricity, or LCOE);
|
•
|
Breadth of product line;
|
•
|
Local sales and distribution capabilities;
|
•
|
Module compatibility and interoperability;
|
•
|
Reliability and duration of product warranty;
|
•
|
Technological expertise;
|
•
|
Brand recognition and customer service and support;
|
•
|
Compliance with industry standards and certifications and local electrical code;
|
•
|
Size and financial stability of operations;
|
•
|
Size of installed base; and
|
•
|
Local manufacturing and product content.
|
•
|
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 utility-provided 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.
|
•
|
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;
|
•
|
warranty costs and reserves, including changes resulting from changes in estimates related to the long-term performance of our products, product replacement costs and warranty claim rates;
|
•
|
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;
|
•
|
ordering patterns from our distributors;
|
•
|
price reductions on older 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;
|
•
|
expediting costs incurred to meet customer delivery requirements; and
|
•
|
fluctuations in foreign currency exchange rates.
|
•
|
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.
|
•
|
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, recycling 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;
|
•
|
indemnify 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 and 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 director 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.
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||||||||||||||||||||||||||||||||
|
3/29
|
|
6/30
|
|
9/30
|
|
12/31
|
|
3/31
|
|
6/30
|
|
9/30
|
|
12/31
|
|
3/31
|
|
6/30
|
|
9/30
|
|
12/31
|
||||||||||||||||||||||||
Enphase Energy, Inc.
|
$
|
100
|
|
|
$
|
104
|
|
|
$
|
69
|
|
|
$
|
61
|
|
|
$
|
103
|
|
|
$
|
129
|
|
|
$
|
135
|
|
|
$
|
106
|
|
|
$
|
123
|
|
|
$
|
143
|
|
|
$
|
250
|
|
|
$
|
238
|
|
Russell 2000 Index
|
$
|
100
|
|
|
$
|
96
|
|
|
$
|
101
|
|
|
$
|
102
|
|
|
$
|
114
|
|
|
$
|
117
|
|
|
$
|
129
|
|
|
$
|
140
|
|
|
$
|
141
|
|
|
$
|
143
|
|
|
$
|
132
|
|
|
$
|
145
|
|
Guggenheim Solar Index
|
$
|
100
|
|
|
$
|
74
|
|
|
$
|
67
|
|
|
$
|
75
|
|
|
$
|
77
|
|
|
$
|
111
|
|
|
$
|
158
|
|
|
$
|
165
|
|
|
$
|
205
|
|
|
$
|
207
|
|
|
$
|
190
|
|
|
$
|
166
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
343,904
|
|
|
$
|
232,846
|
|
|
$
|
216,678
|
|
|
$
|
149,523
|
|
|
$
|
61,661
|
|
Cost of revenues
|
230,861
|
|
|
165,430
|
|
|
161,390
|
|
|
120,454
|
|
|
55,159
|
|
|||||
Gross profit
|
113,043
|
|
|
67,416
|
|
|
55,288
|
|
|
29,069
|
|
|
6,502
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
45,386
|
|
|
34,524
|
|
|
35,601
|
|
|
25,099
|
|
|
14,296
|
|
|||||
Sales and marketing
|
41,003
|
|
|
31,080
|
|
|
25,973
|
|
|
17,454
|
|
|
6,558
|
|
|||||
General and administrative
|
31,083
|
|
|
23,970
|
|
|
24,875
|
|
|
15,228
|
|
|
6,365
|
|
|||||
Total operating expenses
|
117,472
|
|
|
89,574
|
|
|
86,449
|
|
|
57,781
|
|
|
27,219
|
|
|||||
Loss from operations
|
(4,429
|
)
|
|
(22,158
|
)
|
|
(31,161
|
)
|
|
(28,712
|
)
|
|
(20,717
|
)
|
|||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(1,863
|
)
|
|
(2,055
|
)
|
|
(6,436
|
)
|
|
(3,006
|
)
|
|
(914
|
)
|
|||||
Other income (expense)
|
(994
|
)
|
|
(837
|
)
|
|
30
|
|
|
(572
|
)
|
|
(146
|
)
|
|||||
Total other income (expense), net
|
(2,857
|
)
|
|
(2,892
|
)
|
|
(6,406
|
)
|
|
(3,578
|
)
|
|
(1,060
|
)
|
|||||
Loss before income taxes
|
(7,286
|
)
|
|
(25,050
|
)
|
|
(37,567
|
)
|
|
(32,290
|
)
|
|
(21,777
|
)
|
|||||
Provision for income taxes
|
(766
|
)
|
|
(863
|
)
|
|
(651
|
)
|
|
—
|
|
|
—
|
|
|||||
Net loss attributable to common stockholders
|
$
|
(8,052
|
)
|
|
$
|
(25,913
|
)
|
|
$
|
(38,218
|
)
|
|
$
|
(32,290
|
)
|
|
$
|
(21,777
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.19
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
(1.24
|
)
|
|
$
|
(25.73
|
)
|
|
$
|
(28.96
|
)
|
Shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
42,903
|
|
|
41,647
|
|
|
30,740
|
|
|
1,255
|
|
|
752
|
|
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
42,032
|
|
|
$
|
38,190
|
|
|
$
|
45,294
|
|
|
$
|
51,524
|
|
|
$
|
39,993
|
|
Total assets
|
|
152,192
|
|
|
116,669
|
|
|
122,291
|
|
|
106,242
|
|
|
59,504
|
|
|||||
Debt
|
|
—
|
|
|
8,677
|
|
|
11,061
|
|
|
14,677
|
|
|
6,903
|
|
|||||
Total stockholders’ equity
|
|
46,952
|
|
|
40,206
|
|
|
56,655
|
|
|
13,974
|
|
|
38,481
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additional Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
56,190
|
|
|
$
|
57,144
|
|
|
$
|
61,143
|
|
|
$
|
29,417
|
|
|
$
|
39,753
|
|
Gross margin percentage
|
|
32.9
|
%
|
|
29.0
|
%
|
|
25.5
|
%
|
|
19.4
|
%
|
|
10.5
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenues
|
$
|
343,904
|
|
|
$
|
232,846
|
|
|
$
|
216,678
|
|
Cost of revenues
|
230,861
|
|
|
165,430
|
|
|
161,390
|
|
|||
Gross profit
|
113,043
|
|
|
67,416
|
|
|
55,288
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
45,386
|
|
|
34,524
|
|
|
35,601
|
|
|||
Sales and marketing
|
41,003
|
|
|
31,080
|
|
|
25,973
|
|
|||
General and administrative
|
31,083
|
|
|
23,970
|
|
|
24,875
|
|
|||
Total operating expenses
|
117,472
|
|
|
89,574
|
|
|
86,449
|
|
|||
Loss from operations
|
(4,429
|
)
|
|
(22,158
|
)
|
|
(31,161
|
)
|
|||
Other expense, net
|
(2,857
|
)
|
|
(2,892
|
)
|
|
(6,406
|
)
|
|||
Loss before income taxes
|
(7,286
|
)
|
|
(25,050
|
)
|
|
(37,567
|
)
|
|||
Provision for income taxes
|
(766
|
)
|
|
(863
|
)
|
|
(651
|
)
|
|||
Net loss
|
$
|
(8,052
|
)
|
|
$
|
(25,913
|
)
|
|
$
|
(38,218
|
)
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2013
|
|
2012
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
Net revenues
|
$
|
343,904
|
|
|
$
|
232,846
|
|
|
$
|
111,058
|
|
|
48
|
%
|
|
$
|
232,846
|
|
|
$
|
216,678
|
|
|
$
|
16,168
|
|
|
7
|
%
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2013
|
|
2012
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
Cost of revenues
|
$
|
230,861
|
|
|
$
|
165,430
|
|
|
$
|
65,431
|
|
|
40
|
%
|
|
$
|
165,430
|
|
|
$
|
161,390
|
|
|
$
|
4,040
|
|
|
3
|
%
|
Gross profit
|
113,043
|
|
|
67,416
|
|
|
45,627
|
|
|
68
|
%
|
|
67,416
|
|
|
55,288
|
|
|
12,128
|
|
|
22
|
%
|
||||||
Gross margin
|
32.9
|
%
|
|
29.0
|
%
|
|
|
|
|
|
29.0
|
%
|
|
25.5
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2013
|
|
2012
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
Research and development
|
$
|
45,386
|
|
|
$
|
34,524
|
|
|
$
|
10,862
|
|
|
31
|
%
|
|
$
|
34,524
|
|
|
$
|
35,601
|
|
|
$
|
(1,077
|
)
|
|
(3
|
)%
|
Percentage of net revenues
|
13
|
%
|
|
15
|
%
|
|
|
|
|
|
15
|
%
|
|
16
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2013
|
|
2012
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
Sales and marketing
|
$
|
41,003
|
|
|
$
|
31,080
|
|
|
$
|
9,923
|
|
|
32
|
%
|
|
$
|
31,080
|
|
|
$
|
25,973
|
|
|
$
|
5,107
|
|
|
20
|
%
|
Percentage of net revenues
|
12
|
%
|
|
13
|
%
|
|
|
|
|
|
13
|
%
|
|
12
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2013
|
|
2012
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
General and administrative
|
$
|
31,083
|
|
|
$
|
23,970
|
|
|
$
|
7,113
|
|
|
30
|
%
|
|
$
|
23,970
|
|
|
$
|
24,875
|
|
|
$
|
(905
|
)
|
|
(4
|
)%
|
Percentage of net revenues
|
9
|
%
|
|
10
|
%
|
|
|
|
|
|
10
|
%
|
|
11
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2013
|
|
2012
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
Other income (expense), net
|
$
|
(2,857
|
)
|
|
$
|
(2,892
|
)
|
|
$
|
35
|
|
|
1
|
%
|
|
$
|
(2,892
|
)
|
|
$
|
(6,406
|
)
|
|
$
|
3,514
|
|
|
55
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by (used in) operating activities
|
$
|
24,222
|
|
|
$
|
(872
|
)
|
|
$
|
(44,645
|
)
|
Net cash used in investing activities
|
(16,534
|
)
|
|
(6,257
|
)
|
|
(12,990
|
)
|
|||
Net cash (used in) provided by financing activities
|
(3,342
|
)
|
|
(58
|
)
|
|
51,436
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More Than 5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating leases
|
15,074
|
|
|
1,980
|
|
|
4,038
|
|
|
4,005
|
|
|
5,051
|
|
|||||
Purchase commitments under agreements (1)
|
36,804
|
|
|
36,804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
51,878
|
|
|
$
|
38,784
|
|
|
$
|
4,038
|
|
|
$
|
4,005
|
|
|
$
|
5,051
|
|
|
|
(1)
|
Represents amounts associated with our contract manufacturers that are non-cancelable. Such purchase commitments are based on our forecasted manufacturing requirements and typically provide for fulfillment within agreed upon lead-times and/or commercially standard lead-times for the particular part or product. The timing and amount of payments represent our best estimate and may change due to changing business needs and other factors. Obligations under contracts that we can cancel without a significant penalty are not included in the table above.
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Assets:
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
$
|
76
|
|
|
$
|
325
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
$
|
—
|
|
|
$
|
605
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Loss
|
|
Consolidated Statements of Stockholders’ Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
ENPHASE ENERGY, INC.
Consolidated Balance Sheets
(In thousands, except par value)
|
|||||||
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
42,032
|
|
|
$
|
38,190
|
|
Accounts receivable, net of allowances of $569 and $2,000 at December 31, 2014 and 2013, respectively
|
45,119
|
|
|
32,084
|
|
||
Inventory
|
21,590
|
|
|
16,580
|
|
||
Prepaid expenses and other
|
6,155
|
|
|
3,655
|
|
||
Total current assets
|
114,896
|
|
|
90,509
|
|
||
Property and equipment, net
|
30,824
|
|
|
24,853
|
|
||
Goodwill
|
3,745
|
|
|
—
|
|
||
Intangibles, net
|
1,811
|
|
|
286
|
|
||
Other assets
|
916
|
|
|
1,021
|
|
||
Total assets
|
$
|
152,192
|
|
|
$
|
116,669
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
22,316
|
|
|
$
|
7,363
|
|
Accrued liabilities
|
26,036
|
|
|
14,780
|
|
||
Deferred revenues
|
2,747
|
|
|
2,773
|
|
||
Warranty obligations, current portion (includes $1,125 and $0 measured at fair value at December 31, 2014 and 2013, respectively)
|
7,607
|
|
|
4,942
|
|
||
Current portion of term loans
|
—
|
|
|
3,507
|
|
||
Total current liabilities
|
58,706
|
|
|
33,365
|
|
||
Long-term liabilities:
|
|
|
|
||||
Deferred revenues, noncurrent
|
16,612
|
|
|
11,284
|
|
||
Warranty obligations, noncurrent (includes $2,437 and $0 measured at fair value at December 31, 2014 and 2013, respectively)
|
26,333
|
|
|
25,490
|
|
||
Other liabilities
|
3,589
|
|
|
1,154
|
|
||
Term loans, noncurrent
|
—
|
|
|
5,170
|
|
||
Total long-term liabilities
|
46,534
|
|
|
43,098
|
|
||
Total liabilities
|
105,240
|
|
|
76,463
|
|
||
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; 43,756 and 42,123 shares issued and outstanding at December 31, 2014 and 2013, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
208,022
|
|
|
192,916
|
|
||
Accumulated deficit
|
(160,991
|
)
|
|
(152,939
|
)
|
||
Accumulated other comprehensive income (loss)
|
(79
|
)
|
|
229
|
|
||
Total stockholders’ equity
|
46,952
|
|
|
40,206
|
|
||
Total liabilities and stockholders’ equity
|
$
|
152,192
|
|
|
$
|
116,669
|
|
ENPHASE ENERGY, INC.
Consolidated Statements of Operations
(In thousands, except per share data)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenues
|
$
|
343,904
|
|
|
$
|
232,846
|
|
|
$
|
216,678
|
|
Cost of revenues
|
230,861
|
|
|
165,430
|
|
|
161,390
|
|
|||
Gross profit
|
113,043
|
|
|
67,416
|
|
|
55,288
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
45,386
|
|
|
34,524
|
|
|
35,601
|
|
|||
Sales and marketing
|
41,003
|
|
|
31,080
|
|
|
25,973
|
|
|||
General and administrative
|
31,083
|
|
|
23,970
|
|
|
24,875
|
|
|||
Total operating expenses
|
117,472
|
|
|
89,574
|
|
|
86,449
|
|
|||
Loss from operations
|
(4,429
|
)
|
|
(22,158
|
)
|
|
(31,161
|
)
|
|||
Other income (expense), net:
|
|
|
|
|
|
||||||
Interest expense
|
(1,863
|
)
|
|
(2,055
|
)
|
|
(6,436
|
)
|
|||
Other income (expense)
|
(994
|
)
|
|
(837
|
)
|
|
30
|
|
|||
Total other expense, net
|
(2,857
|
)
|
|
(2,892
|
)
|
|
(6,406
|
)
|
|||
Loss before income taxes
|
(7,286
|
)
|
|
(25,050
|
)
|
|
(37,567
|
)
|
|||
Provision for income taxes
|
(766
|
)
|
|
(863
|
)
|
|
(651
|
)
|
|||
Net loss attributable to common stockholders
|
$
|
(8,052
|
)
|
|
$
|
(25,913
|
)
|
|
$
|
(38,218
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.19
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
(1.24
|
)
|
Shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
42,903
|
|
|
41,647
|
|
|
30,740
|
|
ENPHASE ENERGY, INC.
Consolidated Statements of Comprehensive Loss
(In thousands)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net loss attributable to common stockholders
|
$
|
(8,052
|
)
|
|
$
|
(25,913
|
)
|
|
$
|
(38,218
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(308
|
)
|
|
177
|
|
|
(31
|
)
|
|||
Other comprehensive income (loss):
|
(308
|
)
|
|
177
|
|
|
(31
|
)
|
|||
Comprehensive loss attributable to common stockholders
|
$
|
(8,360
|
)
|
|
$
|
(25,736
|
)
|
|
$
|
(38,249
|
)
|
ENPHASE ENERGY, INC.
Consolidated Statements of Stockholders’ Equity
(In thousands, except per share data)
|
|||||||||||||||||||||||||||||
|
Convertible Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In
Capital |
|
Accumulated
Deficit |
|
Accumulated Other
Comprehensive
Income (Loss) |
|
Total
Stockholders’
Equity |
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
BALANCE—December 31, 2011
|
22,221
|
|
|
93,596
|
|
|
1,698
|
|
|
—
|
|
|
9,103
|
|
|
(88,808
|
)
|
|
83
|
|
|
13,974
|
|
||||||
Issuance of common stock under employee stock plans
|
|
|
|
|
138
|
|
|
—
|
|
|
255
|
|
|
|
|
|
|
255
|
|
||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
4,766
|
|
|
|
|
|
|
4,766
|
|
||||||||||||
Common stock issued upon initial public offering (“IPO”), net of offering costs
|
|
|
|
|
10,315
|
|
|
—
|
|
|
53,826
|
|
|
|
|
|
|
53,826
|
|
||||||||||
Conversion of convertible preferred stock into common stock upon IPO
|
(22,221
|
)
|
|
(93,596
|
)
|
|
25,171
|
|
|
—
|
|
|
93,596
|
|
|
|
|
|
|
—
|
|
||||||||
Conversion of convertible notes and paid-in-kind interest into common stock upon IPO
|
|
|
|
|
3,534
|
|
|
—
|
|
|
21,204
|
|
|
|
|
|
|
21,204
|
|
||||||||||
Reclassification of preferred stock warrant liability to APIC upon IPO
|
|
|
|
|
|
|
|
|
879
|
|
|
|
|
|
|
879
|
|
||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
(38,218
|
)
|
|
|
|
(38,218
|
)
|
||||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
(31
|
)
|
|
(31
|
)
|
||||||||||||
BALANCE—December 31, 2012
|
—
|
|
|
—
|
|
|
40,856
|
|
|
—
|
|
|
183,629
|
|
|
(127,026
|
)
|
|
52
|
|
|
56,655
|
|
||||||
Issuance of common stock under employee stock plans
|
|
|
|
|
1,255
|
|
|
—
|
|
|
2,438
|
|
|
|
|
|
|
2,438
|
|
||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
6,849
|
|
|
|
|
|
|
6,849
|
|
||||||||||||
Issuance of common stock upon net exercise of warrants
|
|
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
(25,913
|
)
|
|
|
|
(25,913
|
)
|
||||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
177
|
|
|
177
|
|
||||||||||||
BALANCE—December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
42,123
|
|
|
$
|
—
|
|
|
$
|
192,916
|
|
|
$
|
(152,939
|
)
|
|
$
|
229
|
|
|
$
|
40,206
|
|
Issuance of common stock under employee stock plans
|
|
|
|
|
1,577
|
|
|
—
|
|
|
5,366
|
|
|
|
|
|
|
5,366
|
|
||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
9,740
|
|
|
|
|
|
|
9,740
|
|
||||||||||||
Issuance of common stock upon cashless exercise of warrants
|
|
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
(8,052
|
)
|
|
|
|
(8,052
|
)
|
||||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
(308
|
)
|
|
(308
|
)
|
||||||||||||
BALANCE—December 31, 2014
|
—
|
|
|
$
|
—
|
|
|
43,756
|
|
|
$
|
—
|
|
|
$
|
208,022
|
|
|
$
|
(160,991
|
)
|
|
$
|
(79
|
)
|
|
$
|
46,952
|
|
ENPHASE ENERGY, INC.
Consolidated Statements of Cash Flows
(In thousands)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(8,052
|
)
|
|
$
|
(25,913
|
)
|
|
$
|
(38,218
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
8,259
|
|
|
6,981
|
|
|
5,568
|
|
|||
Provision for doubtful accounts
|
711
|
|
|
678
|
|
|
1,068
|
|
|||
Net loss on disposal of assets
|
249
|
|
|
82
|
|
|
120
|
|
|||
Non-cash interest expense
|
483
|
|
|
429
|
|
|
4,777
|
|
|||
Stock-based compensation
|
9,740
|
|
|
6,849
|
|
|
4,766
|
|
|||
Change in fair value of convertible preferred stock warrants
|
—
|
|
|
—
|
|
|
(520
|
)
|
|||
Changes in operating assets and liabilities (net of acquisition):
|
|
|
|
|
|
||||||
Accounts receivable
|
(13,746
|
)
|
|
(5,019
|
)
|
|
(11,040
|
)
|
|||
Inventory
|
(5,010
|
)
|
|
3,263
|
|
|
(8,615
|
)
|
|||
Prepaid expenses and other assets
|
(2,547
|
)
|
|
(1,450
|
)
|
|
(711
|
)
|
|||
Accounts payable, accrued and other liabilities
|
25,325
|
|
|
(1,453
|
)
|
|
4,174
|
|
|||
Warranty obligations
|
3,508
|
|
|
9,094
|
|
|
12,600
|
|
|||
Deferred revenues
|
5,302
|
|
|
5,587
|
|
|
(18,614
|
)
|
|||
Net cash provided by (used in) operating activities
|
24,222
|
|
|
(872
|
)
|
|
(44,645
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(13,249
|
)
|
|
(6,257
|
)
|
|
(12,990
|
)
|
|||
Purchase of patents
|
(750
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of a business
|
(2,235
|
)
|
|
—
|
|
|
—
|
|
|||
Change in restricted cash (See Note 5)
|
(300
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(16,534
|
)
|
|
(6,257
|
)
|
|
(12,990
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Principal payments under capital leases
|
—
|
|
|
(40
|
)
|
|
(96
|
)
|
|||
Proceeds from borrowings under term loans
|
—
|
|
|
—
|
|
|
10,000
|
|
|||
Payments of financing costs
|
—
|
|
|
—
|
|
|
(1,031
|
)
|
|||
Repayments of term loans
|
(8,708
|
)
|
|
(2,447
|
)
|
|
(14,103
|
)
|
|||
Proceeds from issuance of common stock under employee stock plans
|
5,366
|
|
|
2,429
|
|
|
255
|
|
|||
Proceeds from issuance of common stock in IPO, net of underwriting discounts and commissions
|
—
|
|
|
—
|
|
|
58,609
|
|
|||
Payment of offering costs
|
—
|
|
|
—
|
|
|
(2,198
|
)
|
|||
Net cash (used in) provided by financing activities
|
(3,342
|
)
|
|
(58
|
)
|
|
51,436
|
|
|||
Effect of exchange rate changes on cash
|
(504
|
)
|
|
83
|
|
|
(31
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
3,842
|
|
|
(7,104
|
)
|
|
(6,230
|
)
|
|||
Cash and cash equivalents — Beginning of period
|
38,190
|
|
|
45,294
|
|
|
51,524
|
|
|||
Cash and cash equivalents — End of period
|
$
|
42,032
|
|
|
$
|
38,190
|
|
|
$
|
45,294
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
1,389
|
|
|
$
|
1,391
|
|
|
$
|
1,681
|
|
Cash paid for income taxes
|
$
|
472
|
|
|
$
|
899
|
|
|
$
|
—
|
|
Non-cash financing and investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment included in accounts payable
|
$
|
1,840
|
|
|
$
|
837
|
|
|
$
|
772
|
|
Conversion of convertible notes into common stock upon IPO
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,204
|
|
Acquisition-related contingent consideration liability
|
$
|
2,300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reclassification of convertible preferred stock warrant liability to additional paid-in capital upon IPO
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
879
|
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, at beginning of year
|
$
|
2,000
|
|
|
$
|
1,177
|
|
|
$
|
144
|
|
Net charges to expenses
|
196
|
|
|
678
|
|
|
1,068
|
|
|||
Write-offs, net of recoveries
|
(1,627
|
)
|
|
145
|
|
|
(35
|
)
|
|||
Balance, at end of year
|
$
|
569
|
|
|
$
|
2,000
|
|
|
$
|
1,177
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Raw materials
|
$
|
3,429
|
|
|
$
|
1,428
|
|
Finished goods
|
18,161
|
|
|
15,152
|
|
||
Total inventory
|
$
|
21,590
|
|
|
$
|
16,580
|
|
|
Estimated Useful
Life (Years) |
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
|||||
Equipment and machinery
|
5
|
|
$
|
28,923
|
|
|
$
|
21,853
|
|
Furniture and fixtures
|
5–7
|
|
3,032
|
|
|
2,837
|
|
||
Computer equipment
|
3–5
|
|
2,194
|
|
|
1,842
|
|
||
Capitalized software
|
3–5
|
|
8,905
|
|
|
7,343
|
|
||
Leasehold improvements
|
4–10
|
|
6,636
|
|
|
5,881
|
|
||
Construction in progress
|
|
|
4,911
|
|
|
1,703
|
|
||
Total
|
|
|
54,601
|
|
|
41,459
|
|
||
Less accumulated depreciation and amortization
|
|
|
(23,777
|
)
|
|
(16,606
|
)
|
||
Property and equipment, net
|
|
|
$
|
30,824
|
|
|
$
|
24,853
|
|
Cash consideration
|
|
$
|
2,535
|
|
Contingent consideration
|
|
2,300
|
|
|
Total purchase consideration
|
|
$
|
4,835
|
|
|
|
|
||
Property and equipment
|
|
$
|
190
|
|
Customer relationships
|
|
900
|
|
|
Goodwill
|
|
3,745
|
|
|
Net assets acquired
|
|
$
|
4,835
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Goodwill
|
$
|
3,745
|
|
|
$
|
—
|
|
|
$
|
3,745
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other indefinite-lived intangibles
|
$
|
286
|
|
|
$
|
—
|
|
|
$
|
286
|
|
|
$
|
286
|
|
|
$
|
—
|
|
|
$
|
286
|
|
Intangibles assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Customer relationships
|
900
|
|
|
—
|
|
|
900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Patents
|
750
|
|
|
(125
|
)
|
|
625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total purchased intangibles
|
$
|
1,936
|
|
|
$
|
(125
|
)
|
|
$
|
1,811
|
|
|
$
|
286
|
|
|
$
|
—
|
|
|
$
|
286
|
|
Year
|
|
(In thousands)
|
||
2015
|
|
$
|
430
|
|
2016
|
|
430
|
|
|
2017
|
|
305
|
|
|
2018
|
|
180
|
|
|
2019
|
|
180
|
|
|
Total
|
|
$
|
1,525
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Salaries, commissions, incentive compensation and benefits
|
$
|
14,871
|
|
|
$
|
6,499
|
|
Customer rebates and sales incentives
|
5,083
|
|
|
2,818
|
|
||
Other
|
6,082
|
|
|
5,463
|
|
||
Total
|
26,036
|
|
|
14,780
|
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, at beginning of year
|
$
|
30,432
|
|
|
21,338
|
|
|
$
|
8,738
|
|
|
Accruals for warranties issued during the year
|
4,309
|
|
|
6,303
|
|
|
8,218
|
|
|||
Changes in estimates
|
8,391
|
|
|
10,303
|
|
|
7,607
|
|
|||
Settlements
|
(8,793
|
)
|
|
(7,512
|
)
|
|
(3,225
|
)
|
|||
Increase due to accretion expense
|
195
|
|
|
—
|
|
|
—
|
|
|||
Fair value adjustments
|
(594
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, at end of year
|
33,940
|
|
|
30,432
|
|
|
21,338
|
|
|||
Less current portion
|
(7,607
|
)
|
|
(4,942
|
)
|
|
(6,078
|
)
|
|||
Long-term portion
|
$
|
26,333
|
|
|
$
|
25,490
|
|
|
$
|
15,260
|
|
•
|
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.
|
|
Fair Value
Hierarchy |
|
December 31,
2014 |
|
December 31,
2013 |
||||
Assets:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Level 2
|
|
$
|
76
|
|
|
$
|
325
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Level 2
|
|
$
|
—
|
|
|
$
|
605
|
|
Warranty obligations
|
Level 3
|
|
3,562
|
|
|
—
|
|
||
Contingent consideration
|
Level 3
|
|
2,300
|
|
|
—
|
|
Balance—December 31, 2013
|
$
|
—
|
|
Accruals for warranties issued during period
|
3,989
|
|
|
Changes in estimates
|
26
|
|
|
Settlements
|
(54
|
)
|
|
Increase due to accretion expense
|
195
|
|
|
Fair value adjustments
|
(594
|
)
|
|
Balance—December 31, 2014
|
$
|
3,562
|
|
Balance—December 31, 2013
|
$
|
—
|
|
Fair value of contingent consideration—acquisition of NPS
|
2,300
|
|
|
Fair value adjustment to contingent consideration
|
—
|
|
|
Balance—December 31, 2014
|
$
|
2,300
|
|
Item Measured at Fair Value
|
|
Valuation Technique
|
|
Description of Significant Unobservable Input
|
|
Percent Used
(Weighted-Average)
|
Warranty obligations for microinverters sold since January 1, 2014
|
|
Discounted cash flows
|
|
Profit element and risk premium
|
|
18%
|
|
|
Credit-adjusted risk-free rate
|
|
18%
|
||
|
|
|
|
|
|
|
Contingent consideration
|
|
Probability-weighted discounted cash flows
|
|
Risk-adjusted discount rate
|
|
18%
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Term loan
|
$
|
—
|
|
|
$
|
7,400
|
|
Equipment financing facility, net of unamortized discount of $0 and $94, respectively
|
—
|
|
|
3,661
|
|
||
Total debt
|
—
|
|
|
11,061
|
|
||
Less current portion
|
—
|
|
|
(2,384
|
)
|
||
Long-term portion
|
$
|
—
|
|
|
$
|
8,677
|
|
2015
|
$
|
1,980
|
|
2016
|
2,120
|
|
|
2017
|
1,918
|
|
|
2018
|
1,973
|
|
|
2019
|
2,032
|
|
|
Thereafter
|
5,051
|
|
|
Total minimum lease payments
|
$
|
15,074
|
|
•
|
Expected term—
The expected term of the option awards represents the period of time between the grant date of the option awards and the date the option awards are either exercised, converted or canceled, including an estimate for those option awards still outstanding. The Company used the simplified method, as permitted by the SEC for companies with a limited history of stock option exercise activity, to determine the expected term for its option grants.
|
•
|
Expected volatility—
The expected stock price volatility for option awards granted prior to March 31, 2014 was determined based on an average of the historical volatilities of the common stock of several peer companies with characteristics similar to those of the Company. For option awards granted after March 31, 2014, the Company used a blended volatility estimate consisting of its own historical share price volatility (as the Company had at least two years of historical stock price data) augmented with historical volatility of peer companies for periods preceding the Company’s initial public offering such that the time period over which historical volatility data used was at least equal to the expected term of the option award.
|
•
|
Risk-free interest rate—
The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant and with a maturity that approximated the Company’s expected term.
|
•
|
Dividend yield—
The dividend yield was based on the Company’s dividend history and the anticipated dividend payout over its expected term.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Expected term (in years)
|
|
4.5
|
|
|
4.4
|
|
|
5.7
|
|
|||
Expected volatility
|
|
67.7
|
%
|
|
68.4
|
%
|
|
74.5
|
%
|
|||
Annual risk-free rate of return
|
|
1.4
|
%
|
|
1.0
|
%
|
|
0.9
|
%
|
|||
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Weighted-average fair value on grant date
|
|
$
|
5.64
|
|
|
$
|
3.84
|
|
|
$
|
4.69
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cost of revenues
|
|
$
|
816
|
|
|
$
|
438
|
|
|
$
|
196
|
|
Research and development
|
|
3,127
|
|
|
2,110
|
|
|
1,728
|
|
|||
Sales and marketing
|
|
2,487
|
|
|
1,812
|
|
|
1,254
|
|
|||
General and administrative
|
|
3,310
|
|
|
2,489
|
|
|
1,588
|
|
|||
Total stock-based compensation expense
|
|
$
|
9,740
|
|
|
$
|
6,849
|
|
|
$
|
4,766
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Stock options and restricted stock units
|
|
$
|
8,845
|
|
|
$
|
6,314
|
|
|
$
|
4,519
|
|
ESPP
|
|
895
|
|
|
535
|
|
|
247
|
|
|||
Total stock-based compensation expense
|
|
$
|
9,740
|
|
|
6,849
|
|
|
$
|
4,766
|
|
|
Shares
|
|
Weighted-
Average Exercise Price per Share |
|||
Options outstanding — December 31, 2011
|
6,256
|
|
|
$
|
1.83
|
|
Granted
|
2,478
|
|
|
7.35
|
|
|
Exercised
|
(59
|
)
|
|
1.26
|
|
|
Canceled
|
(506
|
)
|
|
5.55
|
|
|
Options outstanding — December 31, 2012
|
8,169
|
|
|
3.28
|
|
|
Granted
|
1,506
|
|
|
7.17
|
|
|
Exercised
|
(822
|
)
|
|
1.69
|
|
|
Canceled
|
(344
|
)
|
|
7.74
|
|
|
Options outstanding — December 31, 2013
|
8,509
|
|
|
3.94
|
|
|
Granted
|
1,311
|
|
|
10.36
|
|
|
Exercised
|
(886
|
)
|
|
4.33
|
|
|
Canceled
|
(302
|
)
|
|
7.58
|
|
|
Options outstanding — December 31, 2014
|
8,632
|
|
|
4.75
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number of
Shares (in thousands) |
|
Weighted-
Average Remaining Life (in years) |
|
Weighted-
Average Exercise Price |
|
Number of
Shares (in thousands) |
|
Weighted-
Average Exercise Price |
||||||
$0.27 —– $0.27
|
|
2,304
|
|
|
4.5
|
|
$
|
0.27
|
|
|
2,304
|
|
|
$
|
0.27
|
|
$0.64 —– $2.54
|
|
1,730
|
|
|
5.4
|
|
1.66
|
|
|
1,716
|
|
|
1.66
|
|
||
$3.35 —– $7.44
|
|
1,820
|
|
|
6.1
|
|
6.15
|
|
|
965
|
|
|
6.04
|
|
||
$7.50 —– $9.53
|
|
1,839
|
|
|
6.3
|
|
8.21
|
|
|
844
|
|
|
8.35
|
|
||
$9.54 —– $16.01
|
|
939
|
|
|
6.7
|
|
11.91
|
|
|
127
|
|
|
10.77
|
|
||
Total
|
|
8,632
|
|
|
5.6
|
|
4.75
|
|
|
5,956
|
|
|
2.96
|
|
|
Restricted Stock Units
|
|
Weighted Average
Fair Value per Share at Grant Date |
|||
Outstanding at December 31, 2011
|
—
|
|
|
$
|
—
|
|
Granted
|
282
|
|
|
5.69
|
|
|
Vested
|
(20
|
)
|
|
2.00
|
|
|
Canceled
|
(14
|
)
|
|
6.90
|
|
|
Outstanding at December 31, 2012
|
248
|
|
|
5.53
|
|
|
Granted
|
285
|
|
|
6.92
|
|
|
Vested
|
(107
|
)
|
|
6.08
|
||
Canceled
|
(8
|
)
|
|
7.07
|
||
Outstanding at December 31, 2013
|
418
|
|
|
6.31
|
|
|
Granted
|
1,250
|
|
|
8.68
|
|
|
Vested
|
(281
|
)
|
|
7.38
|
|
|
Canceled
|
(42
|
)
|
|
7.56
|
|
|
Outstanding at December 31, 2014
|
1,345
|
|
|
8.25
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Proceeds from common stock issued under ESPP
|
|
$
|
1,531
|
|
|
$
|
1,047
|
|
|
$
|
185
|
|
Shares of common stock issued
|
|
410
|
|
|
327
|
|
|
59
|
|
|||
Weighted-average price per share
|
|
$
|
3.73
|
|
|
$
|
3.20
|
|
|
$
|
3.14
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
(8,732
|
)
|
|
$
|
(26,118
|
)
|
|
$
|
(38,539
|
)
|
Foreign
|
1,446
|
|
|
1,068
|
|
|
972
|
|
|||
Total
|
$
|
(7,286
|
)
|
|
$
|
(25,050
|
)
|
|
$
|
(37,567
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
85
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
716
|
|
|
865
|
|
|
651
|
|
|||
Total
|
801
|
|
|
865
|
|
|
651
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
(35
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Provision for income taxes
|
$
|
766
|
|
|
$
|
863
|
|
|
$
|
651
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax benefit at statutory federal rate
|
$
|
(2,477
|
)
|
|
$
|
(8,517
|
)
|
|
$
|
(12,773
|
)
|
State taxes, net of federal benefit
|
(4,576
|
)
|
|
(883
|
)
|
|
(1,478
|
)
|
|||
Change in valuation allowance
|
16,646
|
|
|
8,353
|
|
|
12,574
|
|
|||
Foreign tax rate and tax law differential
|
(43
|
)
|
|
237
|
|
|
147
|
|
|||
Tax credits
|
(5,619
|
)
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
957
|
|
|
1,191
|
|
|
1,128
|
|
|||
Other permanent items
|
231
|
|
|
220
|
|
|
860
|
|
|||
Other nondeductible/nontaxable items
|
(4,586
|
)
|
|
(2
|
)
|
|
20
|
|
|||
Uncertain tax positions
|
233
|
|
|
264
|
|
|
173
|
|
|||
Provision for income taxes
|
$
|
766
|
|
|
$
|
863
|
|
|
$
|
651
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred Tax Assets
|
|
|
|
||||
Allowances and reserves
|
$
|
18,771
|
|
|
$
|
14,521
|
|
Net operating loss and tax credit carryforwards
|
28,511
|
|
|
16,840
|
|
||
Stock-based compensation
|
2,154
|
|
|
1,531
|
|
||
Deferred revenue
|
3,843
|
|
|
2,730
|
|
||
Fixed assets and intangibles
|
9,163
|
|
|
11,670
|
|
||
Other
|
2,023
|
|
|
476
|
|
||
Total gross deferred tax assets
|
64,465
|
|
|
47,768
|
|
||
Less valuation allowance
|
(64,428
|
)
|
|
(47,766
|
)
|
||
Deferred tax assets, net of valuation allowance
|
37
|
|
|
2
|
|
||
Deferred tax liabilities
|
—
|
|
|
—
|
|
||
Net deferred tax assets, net of valuation allowance
|
$
|
37
|
|
|
$
|
2
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Unrecognized tax benefits—at beginning of year
|
$
|
376
|
|
|
$
|
160
|
|
|
$
|
—
|
|
Increases in balances related to tax positions taken in prior years
|
1,895
|
|
|
79
|
|
|
—
|
|
|||
Increases in balances related to tax positions taken in current year
|
2,155
|
|
|
137
|
|
|
160
|
|
|||
Unrecognized tax benefits—at end of year
|
4,426
|
|
|
376
|
|
|
160
|
|
|
Years Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Stock options to purchase common stock
|
8,502
|
|
|
8,196
|
|
|
8,174
|
|
Unvested restricted stock units
|
1,258
|
|
|
381
|
|
|
248
|
|
Warrants to purchase common stock
|
195
|
|
|
308
|
|
|
331
|
|
Total
|
9,955
|
|
|
8,885
|
|
|
8,753
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
294,549
|
|
|
$
|
192,881
|
|
|
$
|
189,711
|
|
International
|
49,355
|
|
|
39,965
|
|
|
26,967
|
|
|||
Total
|
$
|
343,904
|
|
|
$
|
232,846
|
|
|
$
|
216,678
|
|
|
As of December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
20,037
|
|
|
$
|
16,262
|
|
|
$
|
17,136
|
|
China
|
9,585
|
|
|
7,130
|
|
|
6,642
|
|
|||
Other
|
1,202
|
|
|
1,461
|
|
|
1,763
|
|
|||
Total
|
$
|
30,824
|
|
|
$
|
24,853
|
|
|
$
|
25,541
|
|
|
Quarters Ended for Fiscal 2014
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
57,580
|
|
|
$
|
82,004
|
|
|
$
|
99,113
|
|
|
$
|
105,207
|
|
Cost of revenues
|
38,925
|
|
|
55,172
|
|
|
66,592
|
|
|
70,172
|
|
||||
Gross profit
|
18,655
|
|
|
26,832
|
|
|
32,521
|
|
|
35,035
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
9,086
|
|
|
11,148
|
|
|
12,112
|
|
|
13,040
|
|
||||
Sales and marketing
|
8,828
|
|
|
10,493
|
|
|
9,884
|
|
|
11,798
|
|
||||
General and administrative
|
6,526
|
|
|
7,679
|
|
|
8,632
|
|
|
8,246
|
|
||||
Total operating expenses
|
24,440
|
|
|
29,320
|
|
|
30,628
|
|
|
33,084
|
|
||||
Income (loss) from operations
|
(5,785
|
)
|
|
(2,488
|
)
|
|
1,893
|
|
|
1,951
|
|
||||
Other expense, net
|
(342
|
)
|
|
(428
|
)
|
|
(953
|
)
|
|
(1,134
|
)
|
||||
Income (loss) before income taxes
|
(6,127
|
)
|
|
(2,916
|
)
|
|
940
|
|
|
817
|
|
||||
Provision for income taxes
|
(109
|
)
|
|
(115
|
)
|
|
(127
|
)
|
|
(415
|
)
|
||||
Net income (loss)
|
$
|
(6,236
|
)
|
|
$
|
(3,031
|
)
|
|
$
|
813
|
|
|
$
|
402
|
|
Net income (loss) per share, basic
|
$
|
(0.15
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.02
|
|
|
$
|
0.01
|
|
Net income (loss) per share, diluted
|
$
|
(0.15
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.02
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
||||||||
|
Quarters Ended for Fiscal 2013
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Net revenues
|
$
|
45,577
|
|
|
$
|
58,167
|
|
|
$
|
62,046
|
|
|
$
|
67,056
|
|
Cost of revenues
|
33,376
|
|
|
41,883
|
|
|
44,611
|
|
|
45,560
|
|
||||
Gross profit
|
12,201
|
|
|
16,284
|
|
|
17,435
|
|
|
21,496
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
9,026
|
|
|
8,484
|
|
|
8,293
|
|
|
8,721
|
|
||||
Sales and marketing
|
6,850
|
|
|
7,365
|
|
|
8,550
|
|
|
8,315
|
|
||||
General and administrative
|
6,036
|
|
|
5,926
|
|
|
5,937
|
|
|
6,071
|
|
||||
Total operating expenses
|
21,912
|
|
|
21,775
|
|
|
22,780
|
|
|
23,107
|
|
||||
Loss from operations
|
(9,711
|
)
|
|
(5,491
|
)
|
|
(5,345
|
)
|
|
(1,611
|
)
|
||||
Other expense, net
|
(513
|
)
|
|
(781
|
)
|
|
(815
|
)
|
|
(783
|
)
|
||||
Loss before income taxes
|
(10,224
|
)
|
|
(6,272
|
)
|
|
(6,160
|
)
|
|
(2,394
|
)
|
||||
Provision for income taxes
|
(182
|
)
|
|
(124
|
)
|
|
(141
|
)
|
|
(416
|
)
|
||||
Net loss
|
$
|
(10,406
|
)
|
|
$
|
(6,396
|
)
|
|
$
|
(6,301
|
)
|
|
$
|
(2,810
|
)
|
Net loss per share, basic
|
$
|
(0.25
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.07
|
)
|
Net loss per share, diluted
|
$
|
(0.25
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
Enphase Energy, Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ PAUL B. NAHI
|
|
|
|
Paul B. Nahi
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ PAUL B. NAHI
|
|
President and Chief Executive Officer (Principal Executive Officer)
|
|
March 3, 2015
|
Paul B. Nahi
|
|
|
|
|
|
|
|
|
|
/s/ KRIS SENNESAEL
|
|
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
March 3, 2015
|
Kris Sennesael
|
|
|
|
|
|
|
|
|
|
/s/ NEAL DEMPSEY
|
|
Director
|
|
March 3, 2015
|
Neal Dempsey
|
|
|
|
|
|
|
|
|
|
/s/ STEVEN J. GOMO
|
|
Director
|
|
March 3, 2015
|
Steven J. Gomo
|
|
|
|
|
|
|
|
|
|
/s/ BENJAMIN KORTLANG
|
|
Director
|
|
March 3, 2015
|
Benjamin Kortlang
|
|
|
|
|
|
|
|
|
|
/s/ JAMESON J. MCJUNKIN
|
|
Director
|
|
March 3, 2015
|
Jameson J. McJunkin
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD MORA
|
|
Director
|
|
March 3, 2015
|
Richard Mora
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT SCHWARTZ
|
|
Director
|
|
March 3, 2015
|
Robert Schwartz
|
|
|
|
|
|
|
|
|
|
/s/ JOHN H. WEBER
|
|
Director
|
|
March 3, 2015
|
John H. Weber
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
||||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Enphase Energy, Inc.
|
|
8-K
|
|
001-35480
|
|
3.1
|
|
4/6/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Enphase Energy, Inc.
|
|
S-1/A
|
|
333-174925
|
|
3.5
|
|
3/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Specimen Common Stock Certificate of Enphase Energy, Inc.
|
|
S-1/A
|
|
333-174925
|
|
4.1
|
|
3/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
S-1/A
|
|
333-174925
|
|
4.2
|
|
3/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
Form of June 2011 Warrant to Purchase Common Stock of Enphase Energy, Inc., pursuant to that certain Amended and Restated Subordinated Convertible Loan Facility and Security Agreement.
|
|
S-1/A
|
|
333-174925
|
|
4.7
|
|
3/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
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.
|
|
S-1/A
|
|
333-174925
|
|
4.8
|
|
3/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Form of Indemnification Agreement by and between Enphase Energy, Inc. and each of its directors and officers.
|
|
S-1/A
|
|
333-174925
|
|
10.1
|
|
3/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
2006 Equity Incentive Plan, as amended, and related documents. +
|
|
S-8
|
|
333-181382
|
|
99.1
|
|
5/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3+
|
|
2011 Equity Incentive Plan and forms of agreement thereunder. +
|
|
S-8
|
|
333-181382
|
|
99.2
|
|
5/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4+
|
|
2011 Employee Stock Purchase Plan. +
|
|
S-8
|
|
333-181382
|
|
99.3
|
|
5/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5+
|
|
Offer Letter by and between Enphase Energy, Inc. and Paul B. Nahi, dated January 1, 2007, as amended.
|
|
S-1/A
|
|
333-174925
|
|
10.5
|
|
3/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6+
|
|
Offer Letter by and between Enphase Energy, Inc. and Jeff Loebbaka, dated April 19, 2010.
|
|
S-1/A
|
|
333-174925
|
|
10.8
|
|
3/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
Redwood Business Park NNN Lease by and between Enphase Energy, Inc. and Sequoia Center LLC, dated June 3, 2011 (1400 North McDowell Boulevard), as amended.
|
|
S-1/A
|
|
333-174925
|
|
10.14
|
|
3/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
First Amendment to Redwood Business Park NNN Lease (1400 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC dated January 12, 2012.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
Second Amendment to Redwood Business Park NNN Lease (1400 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC dated January 13, 2014.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Third Amendment to Redwood Business Park NNN Lease (1400 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC dated September 25, 2014.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Fourth Amendment to Redwood Business Park NNN Lease (1400 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC dated December 30, 2014.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
Redwood Business Park NNN Lease by and between Enphase Energy, Inc. and Sequoia Center LLC, dated June 3, 2011 (1420 North McDowell Boulevard), as amended.
|
|
S-1/A
|
|
333-174925
|
|
10.15
|
|
3/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
First Amendment to Redwood Business Park NNN Lease (1420 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC dated January 12, 2012.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Second Amendment to Redwood Business Park NNN Lease (1420 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC, dated July 3, 2012.
|
|
10-Q
|
|
001-35480
|
|
10.4
|
|
11/13/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
Third Amendment to Redwood Business Park NNN Lease (1420 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC dated May 14, 2014.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
Cooperation Agreement “AC cabling system for solar micro-inverter” by and among Enphase Energy, Inc., and Phoenix Contact GmbH & Co. KG and Phoenix Contact USA, Inc., dated December 7, 2010. †
|
|
S-1
|
|
333-174925
|
|
10.16
|
|
6/15/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
Flextronics Logistics Services Agreement by and between Enphase Energy, Inc. and Flextronics America, LLC, dated May 1, 2009. ††
|
|
S-1
|
|
333-174925
|
|
10.17
|
|
6/15/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
Flextronics Manufacturing Services Agreement by and between Enphase Energy, Inc. and Flextronics Industrial, Ltd., dated March 1, 2009, as amended. ††
|
|
S-1
|
|
333-174925
|
|
10.18
|
|
6/15/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
Master Development and Production Agreement by and between Enphase Energy, Inc. and Fujitsu Microelectronics America, Inc., dated August 19, 2009. ††
|
|
S-1
|
|
333-174925
|
|
10.19
|
|
6/15/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
License and Technology Transfer Agreement by and between Enphase Energy, Inc. and Ariane Controls, Inc., dated December 21, 2007. ††
|
|
S-1
|
|
333-174925
|
|
10.20
|
|
6/15/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
Software License Agreement by and between PVI Solutions, Inc. (subsequently known as Enphase Energy, Inc.) and DCD, Digital Core Design, dated May 8, 2007, as amended. ††
|
|
S-1
|
|
333-174925
|
|
10.21
|
|
6/15/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
Non-employee Director Compensation Policy. +
|
|
S-1/A
|
|
333-174925
|
|
10.28
|
|
3/12/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
Offer Letter by and between Enphase Energy, Inc. and Kris Sennesael, dated September 17, 2012. +
|
|
10-Q
|
|
001-35480
|
|
10.43
|
|
11/13/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
Credit Agreement by and among the lenders identified on the signature pages thereof, Wells Fargo Bank, N.A., as an agent for the lenders, and Enphase Energy, Inc. dated November 7, 2012.
|
|
8-K
|
|
001-35480
|
|
10.1
|
|
11/13/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
2014 Performance Bonus Program Summary. +
|
|
8-K
|
|
001-35480
|
|
10.1
|
|
3/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
Severance and Change in Control Benefit Plan.
|
|
10-Q
|
|
001-35480
|
|
10.49
|
|
5/8/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
Amendment No. 1 to Credit Agreement by and between Enphase Energy, Inc. and Wells Fargo Bank, National Association, dated February 14, 2014.
|
|
8-K
|
|
001-35480
|
|
10.51
|
|
2/18/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.28
|
|
Long Term Product Supply Agreement, by and between the Company and Vivint Solar Developer LLC dated August 11, 2014. †
|
|
10-Q
|
|
001-35480
|
|
10.1
|
|
11/5/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
List of subsidiaries of the Registrant
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.1
|
|
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K).
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.*
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
+
|
Management compensatory plan or arrangement.
|
†
|
Material in the exhibit marked with a “***” has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.
|
††
|
Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment.
|
*
|
The certifications attached as Exhibit 32.1 accompany this quarterly report on Form 10-K 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.
|
"LANDLORD"
|
"TENANT"
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
SEQUOIA CENTER LLC,
|
ENPHASE ENERGY, INC.,
|
||||
|
|
||||
a California limited liability company
|
a Delaware corporation
|
||||
|
|
|
|||
By:
|
G&W Ventures, LLC,
|
By:
|
/s/ Paul Nahi
|
||
|
a California limited liability company,
|
|
Name: Paul Nahi
|
||
|
its Manager
|
|
Its: President/CEO
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew T. White
|
|
|
|
|
|
Matthew T. White, Manager
|
|
|
|
1.
|
The following sheets by Axia dated September 7, 2011
|
2.
|
The following sheets by ATM Engineering dated August 31, 2011:
|
3.
|
The following sheets by Indoor Environmental Services dated August 31, 2011:
|
4.
|
The following sheets by O’Rourke Electric Inc. dated August 10 2011:
|
5.
|
Responses to Requests for Information Nos. 1-10
|
Tenant Improvement Summary
|
12/15/2011
|
|
||
|
|
|
||
Enphase
|
|
|
||
1400, 1420 N. McDowell Blvd.
|
Square Foot
|
96,000
|
|
|
Petaluma, CA 94954
|
|
|
||
|
|
|
||
Description TI Expansion Costs
|
|
Cost
|
||
|
|
|
||
Tenant Improvements Per Vila’s 11.16.11 Bid Letter
|
|
$
|
6,001,417.00
|
|
Reductions for Approved COR’s:
|
|
|
||
COR’s #: 6,8,9,12,19,21,22,23,24,26,28,31,37,
|
|
|
||
38,39,40,41,43,44,45,48,59,62,63
|
|
$
|
(457,387.00
|
)
|
Addition of “Code Only” Fire Alarm Work per Alternate:
|
|
$
|
4,280.00
|
|
Total Contact Amount
|
|
$
|
5,548,290.00
|
|
|
|
|
||
Less Overlaps from Prior Approvals:
|
|
|
||
Ceiling Tile Removal
|
|
$
|
(5,000.00
|
)
|
Demolition Costs
|
|
$
|
113,203.00
|
|
Other Adjustments, BSP to Pay:
|
|
|
||
Power during construction: BSP to cover expense
|
|
$
|
(7,500.00
|
)
|
Temporary toilets: BSP to cover expense
|
|
$
|
(2,400.00
|
)
|
Code only Fire alarm work
|
|
$
|
(4,260.00
|
)
|
|
|
|
||
Other:
|
|
|
||
BSP to perform landscape screening at transformers on balcony and one exterior considering unit (note: this cost is NOT included in the Bid Letter; no adjustment req;d)
|
|
$
|
—
|
|
EMON system work to be performed as part of future TI’s, 2nd and 3rd floor of 1400 as req’d (Note: this cost is not included in Bid Letter; no adjustment req’d)
|
|
$
|
—
|
|
|
|
|
||
Building Permit Fee - (Assumes no Impact Fees)
|
|
by Tenant
|
|
|
CM Fee
|
|
waived
|
|
|
1400 Handicap Parking Improvements - to be charged to
|
|
|
||
2nd, 3rd Flr. TI Allowance
|
|
$
|
—
|
|
Structural Engineering Re -Design Proposal - Chiller
|
|
$
|
2,700.00
|
|
Total Costs, This Summary
|
|
$
|
5,418,627.00
|
|
|
|
|
||
Prior Authorizations:
|
|
|
||
10.20.11 1400 Demo, excl. Ceiling Tile Removal Direct Costs
|
|
|
||
Plan Check Fee
|
|
|
||
Furniture Mock Up Costs
|
|
|
||
7.19.11 Ceiling Tile Removal/Slab Moisture Tests
|
|
|
||
7.15.11 MEP Coordinator & Structural Engineer
|
|
|
||
7.28.11 Demo for 1420, excluding Cell Tile Removal Costs
Approved Separately
|
|
|
||
7.28.11 Demo Permit costs, w/o Mark up
|
|
$
|
1,216.47
|
|
Total TI Costs Approved to Date:
|
|
$
|
5,590,821.21
|
|
|
|
|
||
Tenant Improvement Allowance: $40/sf
|
|
$
|
3,840,000.00
|
|
|
|
|
||
Amount Over Tenant Improvement Allowance
|
|
$
|
1,750,821.21
|
|
Agreed Cost Sharing By BSP
|
|
$
|
(223,459.00
|
)
|
Total Construction and Other Costs Payable
|
|
$
|
1,527,326.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exh
i
bit B
Vila Con
s
tru
ctio
n
C
o
.
GENERALCONTRACTORS
590 South 33rd Street Richmond, California 94804
|
|
|
Office Phone
|
|
||
(510) 236-9111
|
|
||
|
|
||
Fax
|
Contractor’s
|
||
(510) 236-4979
|
Lic. No. 300454
|
|
|
|
|
||
1.
|
General Conditions
|
$
|
173,600.00
|
|
|
2.
|
Demo Work
|
118,203.00
|
|
|
|
3
|
Concrete Work
|
5,940.00
|
|
|
|
4.
|
Pre Cast Concrete Countertops
|
65,112.00
|
|
*
see Line item 34
|
|
5.
|
Structural Steel / Metal Fabrications
|
164,814.00
|
|
|
|
6.
|
Carpentry
|
90,000.00
|
|
|
|
7.
|
Millwork
|
77,085.00
|
|
|
|
8.
|
Wood Veneer Paneling
|
47,522.00
|
|
|
|
9.
|
Roof Patching (allowance)
|
20,000.00
|
|
|
|
10.
|
Doors, Frames, Hardware
|
132,768.00
|
|
|
|
11.
|
Glass/Glazing
|
264,000.00
|
|
|
|
12.
|
Glass/ Stainless Steel Railings
|
80,360.00
|
|
|
|
13.
|
Accordian Door
|
19,930.00
|
|
|
|
14.
|
Gypsum Board
|
587,917.00
|
|
|
|
15.
|
Ceramic Tile
|
65,049.00
|
|
|
|
16.
|
Acoustical Ceilings
|
58,995.00
|
|
|
|
17.
|
Floor Covering
|
490,385.00
|
|
|
|
18
|
Painting
|
163,652.00
|
|
|
|
19.
|
Whiteboards (backing only)
|
2,850.00
|
|
|
|
20.
|
Toilet Partitions/Accesories
|
29,060.00
|
|
|
|
21.
|
Projector Mounts
|
21,688.00
|
|
|
|
22.
|
Access Floor Repair
|
20,130.00
|
|
|
|
23.
|
Signage
|
by tenant
|
|
||
|
|
|
|
||
|
Page 2
|
|
|
||
|
|
|
|
||
24.
|
Interior Blinds/Motorized Shades
|
33,599.00
|
|
|
|
25.
|
Roof Hatches/Ships Ladders
|
24,114.00
|
|
|
|
26.
|
Elevator Upgrades
|
5,940.00
|
|
|
|
27.
|
Fire Sprinklers
|
65,308.00
|
|
|
|
28.
|
HVAC
|
981,776.00
|
|
|
|
29.
|
Hydronic Piping
|
18,590.00
|
|
|
|
30.
|
Plumbing
|
59,205.00
|
|
|
|
31
|
Electric
|
1,534,862.00
|
|
|
|
32.
|
Fire Alarm System
|
41,095.00
|
|
|
|
33.
|
Wire Mesh Ceiling
|
120,248.00
|
|
|
|
34.
|
Granite Stone, Lobbles & Stairs 1&2
|
51,336.00
|
|
|
|
|
Sub Total
|
$
|
5,635,133.00
|
|
|
|
OH & P
|
366,284.00
|
|
|
|
|
TOTAL LINE ITEMS
|
$
|
6,001,417.00
|
|
|
|
|
|
|
||
34.
|
COR #6
|
2,205.00
|
|
|
|
35.
|
COR #8
|
2,327.00
|
|
|
|
36.
|
COR #9
|
7,326.00
|
|
|
|
37.
|
COR #12
|
(7,743.00
|
)
|
|
38.
|
COR #19
|
145.00
|
|
|
|
39.
|
COR #21
|
—
|
|
pending engineering
|
|
40
|
COR #22
|
—
|
|
pending re-design
|
|
41.
|
COR #23
|
3,972.00
|
|
|
|
42.
|
COR #24
|
817.00
|
|
|
|
43.
|
COR #26
|
(4,350.00
|
)
|
|
|
44.
|
COR #28
|
(134,519.00
|
)
|
|
|
45.
|
COR #37
|
(8,288.00
|
)
|
|
|
46.
|
COR #38
|
(34,340.00
|
)
|
|
|
47.
|
COR #39
|
(18,813.00
|
)
|
|
|
48.
|
COR #40
|
(14,377.00
|
)
|
|
|
49.
|
COR #41
|
(69,522.00
|
)
|
|
|
50.
|
COR #43
|
(35,770.00
|
)
|
|
|
51.
|
COR #44
|
(2,455.00
|
)
|
|
|
52.
|
COR #45
|
(5,242.00
|
)
|
|
|
53
|
COR #48
|
(25,246.00
|
)
|
|
|
53.
|
COR #59
|
deducted $12,100 from the electric line item (both bldgs)
|
|||
54.
|
COR #63 (allowance)
|
(4,000.00
|
)
|
|
|
|
Sub Total
|
$
|
(339,873.00
|
)
|
|
|
OH & P
|
included
|
|
||
|
TOTAL COR’s
|
$
|
339,873.00
|
|
|
|
|
|
|
||
|
GRAND TOTAL
|
$
|
5,661,544.00
|
|
|
1.
|
Restroom lighting over sinks, 1420, allowance
|
$2,600
|
|
|
|
2.
|
Training Room Upgrades
|
$8,000
|
|
|
|
3.
|
Fire alarm system boxes, conduit, & cabling
|
$55,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vila Bld Letter
Line #
|
|
Accepted
CORs #
|
Description
|
COR Cost
|
|
34
|
|
6
|
move sprinkler valves in lobby
|
2,205.00
|
|
35
|
|
8
|
expose steel beam @ Stairs 3 and 4
|
2,327.00
|
remove sheet rock from steel beam and paint steel
|
36
|
|
9
|
sheet rock over small windows at Stair #4
|
7,326.00
|
|
37
|
|
12
|
Remove sheet rock from exterior columns
|
(7,743.00)
|
|
38
|
|
19
|
remove sheet rock from inter. Column @wnd floor stair #2
|
145.00
|
|
39
|
|
21
|
increase air flow at relocated board room
|
—
|
pending engineering
|
40
|
|
22
|
rotate sodering area and move against Row A
|
—
|
pending re-design
|
41
|
|
23
|
change wall at gridline C @ gridline 2-5 to full height wall
|
3,972.00
|
|
42
|
|
24
|
Add 230V/50Hz outlet in Engineering Chambers
|
817.00
|
|
43
|
|
26
|
Remove sheet rock from interior columns
|
(4,350.00)
|
|
44
|
|
28
|
delete new toilet partitions and tile work
|
(134,519.00)
|
This will delete new toilet partitions, replacement of plumbing fixtures and new tile work. ADA shower will remain
|
|
|
|
|
|
|
|
|
31
|
Delete steel mesh ceiling and install grid mesh
|
(73,748.00)
|
this will delete the custom metal mesh ceiling and add metal mesh panels in t-bar grid; new means to support glass wall is required
|
|
|
|
|
|
|
45
|
|
37
|
change roof hatch to manual
|
(8,288.00)
|
this changes the roof hatch door (1 only) to a manual operation in lieu of having an electric motor and switch
|
|
|
|
|
|
|
46
|
|
38
|
change precast concrete counters to p-lam
|
(34,340.00)
|
this will delete the precast concrete countertops at restroom replace them with P-lam
|
|
|
|
|
|
|
47
|
|
39
|
change door hardware to Dorma
|
(18,813.00)
|
|
48
|
|
40
|
Delete fry reglet and use L metal at sheet rock
|
(14,377.00)
|
this will delete the decorative trim at sheet rock locations
|
|
|
|
|
|
|
49
|
|
41
|
Delete steel canopy at Entry
|
(69,522.00)
|
|
50
|
|
43
|
Delete drywall trim detail at steel bin and metal kickers at exterior walls;run
|
(35,770.00)
|
this will delete work shown on Axia SK-1 at perimeter walls
|
|
|
|
drywall straight up wall behind beam
|
|
|
|
|
|
|
|
|
51
|
|
44
|
Paint corridor walls above metal ceiling and eliminate patching of corridor walls
|
(2,455.00)
|
this will eliminate patching of fire caulking and penetrators
|
52
|
|
45
|
change motorized shades to manual
|
(5,242.00)
|
this will change the motorized shades at the Training room to manually operated
|
|
|
|
|
|
|
53
|
|
48
|
delete 1 roof latch and ships ladder at 1400
|
(25,246.00)
|
this will delete roof access at 1400
|
53
|
|
59
|
cable tray
|
n/a
|
deducted $12,100 from the electric line item (both bldgs)
|
|
|
62
|
change the fire alarm scope to code minimus
|
(43,766.00)
|
|
54
|
|
63
|
Add structural steel to roof for chiller
|
4,000.00
|
Allowance; add structural steel to roof for chiller paint
|
|
|
Sub Total
|
|
(457,387.00)
|
|
|
|
OH & P
|
|
included
|
|
|
|
TOTAL COR’s
|
|
$(457,387.00)
|
|
Bldg
|
Sq. ft
|
Base Rent
|
CAM
|
Rent + Cam per day
|
Office Base Rent and CAM Owed Now
|
||||||||||
|
|
|
|
|
|
||||||||||
1,400
|
|
24,000
|
|
$
|
1.10
|
|
$
|
0.28
|
|
$
|
1,088.88
|
|
$
|
88,199.01
|
|
|
|
|
|
|
|
||||||||||
|
|
Total Rent and CAM Owed
|
$
|
88,199.01
|
|
“LANDLORD”
|
“TENANT”
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
SEQUOIA CENTER LLC,
|
ENPHASE ENERGY, INC.,
|
||||
|
|
||||
a California limited liability company
|
a Delaware corporation
|
||||
|
|
|
|||
By:
|
G&W Ventures, LLC,
|
By:
|
/s/ Paul Nahi
|
||
|
a California limited liability company,
|
|
Name: Paul Nahi
|
||
|
its Manager
|
|
Its: President/CEO
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew T. White
|
|
|
|
|
|
Matthew T. White, Manager
|
|
|
|
Period
|
Rate
|
Monthly Base Rent
|
ES Rent Commence-
ment Date – 4/30/15 |
$1.17
|
$28,080.00
|
5/1/2015 – 4/30/16
|
$1.20
|
$28,800.00
|
5/1/2016 – 4/30/17
|
$1.24
|
$29,760.00
|
5/1/2017 – 4/30/18
|
$1.27
|
$30,480.00
|
5/1/2018 – 4/30/19
|
$1.31
|
$31,440.00
|
5/1/2019 – 4/30/20
|
$1.35
|
$32,400.00
|
5/1/2020 – 4/30/21
|
$1.39
|
$33,360.00
|
5/1/2021 – 4/30/22
|
$1.43
|
$34,320.00
|
“LANDLORD”
|
“TENANT”
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
SEQUOIA CENTER LLC,
|
ENPHASE ENERGY, INC.,
|
||||
|
|
||||
a California limited liability company
|
a Delaware corporation
|
||||
|
|
|
|||
By:
|
G&W Ventures, LLC,
|
By:
|
/s/ Paul Nahi
|
||
|
a California limited liability company,
|
|
Name: Paul Nahi
|
||
|
its Manager
|
|
Its: President/CEO
|
||
|
|
|
|
|
|
|
|
|
|
/s/ Kris Sennesael
|
|
|
By:
|
/s/ Matthew T. White
|
|
Name: Kris Sennesael
|
|
|
|
Matthew T. White, Manager
|
|
Its: CFO
|
"
LANDLORD
"
SEQUOIA CENTER LLC,
a California limited liability company
By: G&W Ventures, LLC,
a California limited liability company,
its Manager
By :
Matthew T. White, Manager |
"
TENANT
"
ENPHASE ENERGY, INC.,
a Delaware corporation
By:
Name: Paul Nahi Its: President/CEO |
a)
|
$960,000.00 original amount per Section 5.1 of the Work Letter; and
|
b)
|
$150,000.00 additional contribution toward lobby upgrades*
|
“LANDLORD”
|
“TENANT”
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
SEQUOIA CENTER LLC,
|
ENPHASE ENERGY, INC.,
|
||||
|
|
||||
a California limited liability company
|
a Delaware corporation
|
||||
|
|
|
|||
By:
|
G&W Ventures, LLC,
|
By:
|
/s/ Paul Nahi
|
||
|
a California limited liability company,
|
|
Name: Paul Nahi
|
||
|
its Manager
|
|
Its: President/CEO
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew T. White
|
|
|
|
|
|
Matthew T. White, Manager
|
|
|
|
"LANDLORD"
|
"TENANT"
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
SEQUOIA CENTER LLC,
|
ENPHASE ENERGY, INC.,
|
||||
|
|
||||
a California limited liability company
|
a Delaware corporation
|
||||
|
|
|
|||
By:
|
G&W Ventures, LLC,
|
By:
|
/s/ Paul Nahi
|
||
|
a California limited liability company,
|
|
Name: Paul Nahi
|
||
|
its Manager
|
|
Its: President/CEO
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew T. White
|
|
|
|
|
|
Matthew T. White, Manager
|
|
|
|
1.
|
The following sheets by Axia dated September 7, 2011
|
2.
|
The following sheets by ATM Engineering dated August 31, 2011:
|
3.
|
The following sheets by Indoor Environmental Services dated August 31, 2011:
|
4.
|
The following sheets by O’Rourke Electric Inc. dated August 10 2011:
|
5.
|
Responses to Requests for Information Nos. 1-10
|
Tenant Improvement Summary
|
12/15/2011
|
|
||
|
|
|
||
Enphase
|
|
|
||
1400, 1420 N. McDowell Blvd.
|
Square Foot
|
96,000
|
|
|
Petaluma, CA 94954
|
|
|
||
|
|
|
||
Description TI Expansion Costs
|
|
Cost
|
||
|
|
|
||
Tenant Improvements Per Vila’s 11.16.11 Bid Letter
|
|
$
|
6,001,417.00
|
|
Reductions for Approved COR’s:
|
|
|
||
COR’s #: 6,8,9,12,19,21,22,23,24,26,28,31,37,
|
|
|
||
38,39,40,41,43,44,45,48,59,62,63
|
|
$
|
(457,387.00
|
)
|
Addition of “Code Only” Fire Alarm Work per Alternate:
|
|
$
|
4,280.00
|
|
Total Contact Amount
|
|
$
|
5,548,290.00
|
|
|
|
|
||
Less Overlaps from Prior Approvals:
|
|
|
||
Ceiling Tile Removal
|
|
$
|
(5,000.00
|
)
|
Demolition Costs
|
|
$
|
113,203.00
|
|
Other Adjustments, BSP to Pay:
|
|
|
||
Power during construction: BSP to cover expense
|
|
$
|
(7,500.00
|
)
|
Temporary toilets: BSP to cover expense
|
|
$
|
(2,400.00
|
)
|
Code only Fire alarm work
|
|
$
|
(4,260.00
|
)
|
|
|
|
||
Other:
|
|
|
||
BSP to perform landscape screening at transformers on balcony and one exterior considering unit (note: this cost is NOT included in the Bid Letter; no adjustment req;d)
|
|
$
|
—
|
|
EMON system work to be performed as part of future TI’s, 2nd and 3rd floor of 1400 as req’d (Note: this cost is not included in Bid Letter; no adjustment req’d)
|
|
$
|
—
|
|
|
|
|
||
Building Permit Fee - (Assumes no Impact Fees)
|
|
by Tenant
|
|
|
CM Fee
|
|
waived
|
|
|
1400 Handicap Parking Improvements - to be charged to
|
|
|
||
2nd, 3rd Flr. TI Allowance
|
|
$
|
—
|
|
Structural Engineering Re -Design Proposal - Chiller
|
|
$
|
2,700.00
|
|
Total Costs, This Summary
|
|
$
|
5,418,627.00
|
|
|
|
|
||
Prior Authorizations:
|
|
|
||
10.20.11 1400 Demo, excl. Ceiling Tile Removal Direct Costs
|
|
|
||
Plan Check Fee
|
|
|
||
Furniture Mock Up Costs
|
|
|
||
7.19.11 Ceiling Tile Removal/Slab Moisture Tests
|
|
|
||
7.15.11 MEP Coordinator & Structural Engineer
|
|
|
||
7.28.11 Demo for 1420, excluding Cell Tile Removal Costs
Approved Separately
|
|
|
||
7.28.11 Demo Permit costs, w/o Mark up
|
|
$
|
1,216.47
|
|
Total TI Costs Approved to Date:
|
|
$
|
5,590,821.21
|
|
|
|
|
||
Tenant Improvement Allowance: $40/sf
|
|
$
|
3,840,000.00
|
|
|
|
|
||
Amount Over Tenant Improvement Allowance
|
|
$
|
1,750,821.21
|
|
Agreed Cost Sharing By BSP
|
|
$
|
(223,459.00
|
)
|
Total Construction and Other Costs Payable
|
|
$
|
1,527,326.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
1.
|
General Conditions
|
$
|
173,600.00
|
|
|
2.
|
Demo Work
|
118,203.00
|
|
|
|
3
|
Concrete Work
|
5,940.00
|
|
|
|
4.
|
Pre Cast Concrete Countertops
|
65,112.00
|
|
*
see Line item 34
|
|
5.
|
Structural Steel / Metal Fabrications
|
164,814.00
|
|
|
|
6.
|
Carpentry
|
90,000.00
|
|
|
|
7.
|
Millwork
|
77,085.00
|
|
|
|
8.
|
Wood Veneer Paneling
|
47,522.00
|
|
|
|
9.
|
Roof Patching (allowance)
|
20,000.00
|
|
|
|
10.
|
Doors, Frames, Hardware
|
132,768.00
|
|
|
|
11.
|
Glass/Glazing
|
264,000.00
|
|
|
|
12.
|
Glass/ Stainless Steel Railings
|
80,360.00
|
|
|
|
13.
|
Accordian Door
|
19,930.00
|
|
|
|
14.
|
Gypsum Board
|
587,917.00
|
|
|
|
15.
|
Ceramic Tile
|
65,049.00
|
|
|
|
16.
|
Acoustical Ceilings
|
58,995.00
|
|
|
|
17.
|
Floor Covering
|
490,385.00
|
|
|
|
18
|
Painting
|
163,652.00
|
|
|
|
19.
|
Whiteboards (backing only)
|
2,850.00
|
|
|
|
20.
|
Toilet Partitions/Accesories
|
29,060.00
|
|
|
|
21.
|
Projector Mounts
|
21,688.00
|
|
|
|
22.
|
Access Floor Repair
|
20,130.00
|
|
|
|
23.
|
Signage
|
by tenant
|
|
||
|
|
|
|
||
|
Page 2
|
|
|
||
|
|
|
|
||
24.
|
Interior Blinds/Motorized Shades
|
33,599.00
|
|
|
|
25.
|
Roof Hatches/Ships Ladders
|
24,114.00
|
|
|
|
26.
|
Elevator Upgrades
|
5,940.00
|
|
|
|
27.
|
Fire Sprinklers
|
65,308.00
|
|
|
|
28.
|
HVAC
|
981,776.00
|
|
|
|
29.
|
Hydronic Piping
|
18,590.00
|
|
|
|
30.
|
Plumbing
|
59,205.00
|
|
|
|
31
|
Electric
|
1,534,862.00
|
|
|
|
32.
|
Fire Alarm System
|
41,095.00
|
|
|
|
33.
|
Wire Mesh Ceiling
|
120,248.00
|
|
|
|
34.
|
Granite Stone, Lobbles & Stairs 1&2
|
51,336.00
|
|
|
|
|
Sub Total
|
$
|
5,635,133.00
|
|
|
|
OH & P
|
366,284.00
|
|
|
|
|
TOTAL LINE ITEMS
|
$
|
6,001,417.00
|
|
|
|
|
|
|
||
34.
|
COR #6
|
2,205.00
|
|
|
|
35.
|
COR #8
|
2,327.00
|
|
|
|
36.
|
COR #9
|
7,326.00
|
|
|
|
37.
|
COR #12
|
(7,743.00
|
)
|
|
38.
|
COR #19
|
145.00
|
|
|
|
39.
|
COR #21
|
—
|
|
pending engineering
|
|
40
|
COR #22
|
—
|
|
pending re-design
|
|
41.
|
COR #23
|
3,972.00
|
|
|
|
42.
|
COR #24
|
817.00
|
|
|
|
43.
|
COR #26
|
(4,350.00
|
)
|
|
|
44.
|
COR #28
|
(134,519.00
|
)
|
|
|
45.
|
COR #37
|
(8,288.00
|
)
|
|
|
46.
|
COR #38
|
(34,340.00
|
)
|
|
|
47.
|
COR #39
|
(18,813.00
|
)
|
|
|
48.
|
COR #40
|
(14,377.00
|
)
|
|
|
49.
|
COR #41
|
(69,522.00
|
)
|
|
|
50.
|
COR #43
|
(35,770.00
|
)
|
|
|
51.
|
COR #44
|
(2,455.00
|
)
|
|
|
52.
|
COR #45
|
(5,242.00
|
)
|
|
|
53
|
COR #48
|
(25,246.00
|
)
|
|
|
53.
|
COR #59
|
deducted $12,100 from the electric line item (both bldgs)
|
|||
54.
|
COR #63 (allowance)
|
(4,000.00
|
)
|
|
|
|
Sub Total
|
$
|
(339,873.00
|
)
|
|
|
OH & P
|
included
|
|
||
|
TOTAL COR’s
|
$
|
339,873.00
|
|
|
|
|
|
|
||
|
GRAND TOTAL
|
$
|
5,661,544.00
|
|
|
1.
|
Restroom lighting over sinks, 1420, allowance
|
$2,600
|
|
|
|
2.
|
Training Room Upgrades
|
$8,000
|
|
|
|
3.
|
Fire alarm system boxes, conduit, & cabling
|
$55,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vila Bld Letter
Line #
|
|
Accepted
CORs #
|
Description
|
COR Cost
|
|
34
|
|
6
|
move sprinkler valves in lobby
|
2,205.00
|
|
35
|
|
8
|
expose steel beam @ Stairs 3 and 4
|
2,327.00
|
remove sheet rock from steel beam and paint steel
|
36
|
|
9
|
sheet rock over small windows at Stair #4
|
7,326.00
|
|
37
|
|
12
|
Remove sheet rock from exterior columns
|
(7,743.00)
|
|
38
|
|
19
|
remove sheet rock from inter. Column @wnd floor stair #2
|
145.00
|
|
39
|
|
21
|
increase air flow at relocated board room
|
—
|
pending engineering
|
40
|
|
22
|
rotate sodering area and move against Row A
|
—
|
pending re-design
|
41
|
|
23
|
change wall at gridline C @ gridline 2-5 to full height wall
|
3,972.00
|
|
42
|
|
24
|
Add 230V/50Hz outlet in Engineering Chambers
|
817.00
|
|
43
|
|
26
|
Remove sheet rock from interior columns
|
(4,350.00)
|
|
44
|
|
28
|
delete new toilet partitions and tile work
|
(134,519.00)
|
This will delete new toilet partitions, replacement of plumbing fixtures and new tile work. ADA shower will remain
|
|
|
|
|
|
|
|
|
31
|
Delete steel mesh ceiling and install grid mesh
|
(73,748.00)
|
this will delete the custom metal mesh ceiling and add metal mesh panels in t-bar grid; new means to support glass wall is required
|
|
|
|
|
|
|
45
|
|
37
|
change roof hatch to manual
|
(8,288.00)
|
this changes the roof hatch door (1 only) to a manual operation in lieu of having an electric motor and switch
|
|
|
|
|
|
|
46
|
|
38
|
change precast concrete counters to p-lam
|
(34,340.00)
|
this will delete the precast concrete countertops at restroom replace them with P-lam
|
|
|
|
|
|
|
47
|
|
39
|
change door hardware to Dorma
|
(18,813.00)
|
|
48
|
|
40
|
Delete fry reglet and use L metal at sheet rock
|
(14,377.00)
|
this will delete the decorative trim at sheet rock locations
|
|
|
|
|
|
|
49
|
|
41
|
Delete steel canopy at Entry
|
(69,522.00)
|
|
50
|
|
43
|
Delete drywall trim detail at steel bin and metal kickers at exterior walls;run
|
(35,770.00)
|
this will delete work shown on Axia SK-1 at perimeter walls
|
|
|
|
drywall straight up wall behind beam
|
|
|
|
|
|
|
|
|
51
|
|
44
|
Paint corridor walls above metal ceiling and eliminate patching of corridor walls
|
(2,455.00)
|
this will eliminate patching of fire caulking and penetrators
|
52
|
|
45
|
change motorized shades to manual
|
(5,242.00)
|
this will change the motorized shades at the Training room to manually operated
|
|
|
|
|
|
|
53
|
|
48
|
delete 1 roof latch and ships ladder at 1400
|
(25,246.00)
|
this will delete roof access at 1400
|
53
|
|
59
|
cable tray
|
n/a
|
deducted $12,100 from the electric line item (both bldgs)
|
|
|
62
|
change the fire alarm scope to code minimus
|
(43,766.00)
|
|
54
|
|
63
|
Add structural steel to roof for chiller
|
4,000.00
|
Allowance; add structural steel to roof for chiller paint
|
|
|
Sub Total
|
|
(457,387.00)
|
|
|
|
OH & P
|
|
included
|
|
|
|
TOTAL COR’s
|
|
$(457,387.00)
|
|
Bldg
|
Sq. ft
|
Base Rent
|
CAM
|
Rent + Cam per day
|
Office Base Rent and CAM Owed Now
|
||||||||||
|
|
|
|
|
|
||||||||||
1,400
|
|
24,000
|
|
$
|
1.10
|
|
$
|
0.28
|
|
$
|
1,088.88
|
|
$
|
88,199.01
|
|
|
|
|
|
|
|
||||||||||
|
|
Total Rent and CAM Owed
|
$
|
88,199.01
|
|
"LANDLORD"
|
"TENANT"
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
SEQUOIA CENTER LLC,
|
ENPHASE ENERGY, INC.,
|
||||
|
|
||||
a California limited liability company
|
a Delaware corporation
|
||||
|
|
|
|||
By:
|
G&W Ventures, LLC,
|
By:
|
/s/ Paul Nahi
|
||
|
a California limited liability company,
|
|
Name: Paul Nahi
|
||
|
its Manager
|
|
Its: President/CEO
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew T. White
|
|
|
|
|
|
Matthew T. White, Manager
|
|
|
|
Enphase Energy Australia Pty. Ltd., an Australian corporation.
|
||
Enphase Energy Canada, Inc., a Canadian corporation.
|
||
Enphase Energy S.A.S., a French corporation.
|
||
Enphase Energy S.r.l., an Italian corporation.
|
||
Enphase Energy New Zealand Limited, a New Zealand corporation.
|
||
Enphase Energy UK Limited, a United Kingdom corporation.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Enphase Energy, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Paul B. Nahi
|
|
Paul B. Nahi
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Enphase Energy, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Kris Sennesael
|
|
Kris Sennesael
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
1.
|
The Company's Annual Report on Form 10-K for the annual period ended
December 31, 2014
, to which this Certification is attached as Exhibit 32.1 (the "Report"), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Paul B. Nahi
|
|
/s/ Kris Sennesael
|
Paul B. Nahi
President and Chief Executive Officer
|
|
Kris Sennesael
Vice President and Chief Financial Officer
|