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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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¨
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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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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Item 1.
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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
|
•
|
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.
|
•
|
Enphase microinverters provide highly 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 maximizes energy production from each module. The Enphase Home Energy Solution with IQ, to be introduced in 2017, provides a path to substantially lower unit cost, a simplified installation process, and higher
|
•
|
The Enphase AC Battery, a key part of the Enphase Home Energy Solution, applies the modular architecture developed for our microinverter to energy storage. Our approach delivers low up-front costs resulting from the AC Battery’s system design and the ease and speed of installation. The AC battery balances safety and performance and is warranted for 10 years.
|
•
|
The Envoy bi-directional communications gateway is installed at the system location and serves as a hub providing three critical roles: collecting and sending data to Enlighten software, receiving and distributing microinverter firmware or software updates, and managing the use of energy within the system. Homeowners can maximize the value of their solar PV system, taking advantage of self-consumption and time-of-use tariff management opportunities with an expandable platform for evolving uses of energy storage
,
such as residential peak shaving and grid services. One Envoy is typically sold with each solar installation and can support up to 600 Enphase microinverters, making it compatible for both residential and commercial applications.
|
•
|
Our Enlighten cloud-based software provides the capabilities to remotely monitor
,
manage, and maintain an individual system or a fleet of systems. The software collects and analyzes system performance information to enable owners and operators to realize the highest performance of their solar PV system. Two versions of the monitoring software are available: MyEnlighten, designed for consumers
,
provides performance assurance and Enlighten Manager
,
available for the solar professional, provides detailed diagnostic capabilities, as well as fleet management tools.
|
•
|
Grow market share in 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 markets.
|
•
|
Enter new geographic markets.
We intend to further increase our market share in Europe, the Asia Pacific region and Latin America. In addition, we intend to expand into new markets with new and existing products and local go-to-market capabilities.
|
•
|
Expand our product offerings.
We continue to make R&D investments to develop all components of our energy management solution and remain committed to providing our partners with best-in-class power electronics, storage solutions, communications, and load control all managed by a cloud-based energy management system.
|
•
|
Increase power and efficiency and reduce cost per Watt.
Our engineering team is focused on continuing to increase average power conversion efficiency above 97% and AC output power beyond 280 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 systems-based and high technology approach, and the ability to leverage strong research and development capabilities.
|
•
|
Product performance and features;
|
•
|
Total cost of ownership;
|
•
|
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;
|
•
|
Compliance with current and planned local electrical codes;
|
•
|
Integration with storage offerings;
|
•
|
Size and financial stability of operations;
|
•
|
Size of installed base; and
|
•
|
Local manufacturing and product content.
|
•
|
fund our operations;
|
•
|
invest in our research and development efforts;
|
•
|
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.
|
•
|
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 and competitor discounts and rebates;
|
•
|
our ability to reduce and control product costs, including our ability to make product cost reductions in a timely manner to offset declines in our product prices;
|
•
|
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 our 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 produce microinverter systems and AC Battery storage products that compete favorably against other solutions on the basis of price, quality, reliability and performance;
|
•
|
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 have a relatively limited history with respect to reliability and performance;
|
•
|
whether installers, system owners and solar financing providers will adopt our AC Battery storage solution, which is a new technology with a limited history with respect to reliability and performance;
|
•
|
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 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 dynamic organization;
|
•
|
expand third-party manufacturing, testing and distribution capacity;
|
•
|
execute on our cost reduction efforts and product initiatives with reduced headcount;
|
•
|
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 dynamic employee base;
|
•
|
broaden our customer support capabilities; and
|
•
|
implement new and upgrade existing operational and financial systems.
|
•
|
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 manufacturing capacity and production;
|
•
|
willingness of our potential customers to incur a higher upfront capital investment than may be required for competing solutions;
|
•
|
timely qualification and certification of new products;
|
•
|
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.
|
•
|
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.
|
|
3/29/12
|
|
12/31/12
|
|
12/31/13
|
|
12/31/14
|
|
12/31/15
|
|
12/31/16
|
||||||||||||
Enphase Energy, Inc.
|
$
|
100
|
|
|
$
|
61
|
|
|
$
|
106
|
|
|
$
|
238
|
|
|
$
|
59
|
|
|
$
|
17
|
|
Russell 2000 Index
|
$
|
100
|
|
|
$
|
102
|
|
|
$
|
140
|
|
|
$
|
145
|
|
|
$
|
136
|
|
|
$
|
163
|
|
Guggenheim Solar Index
|
$
|
100
|
|
|
$
|
71
|
|
|
$
|
160
|
|
|
$
|
155
|
|
|
$
|
139
|
|
|
$
|
75
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
322,591
|
|
|
$
|
357,249
|
|
|
$
|
343,904
|
|
|
$
|
232,846
|
|
|
$
|
216,678
|
|
Cost of revenues
|
264,583
|
|
|
249,032
|
|
|
230,861
|
|
|
165,430
|
|
|
161,390
|
|
|||||
Gross profit
|
58,008
|
|
|
108,217
|
|
|
113,043
|
|
|
67,416
|
|
|
55,288
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
50,703
|
|
|
50,819
|
|
|
45,386
|
|
|
34,524
|
|
|
35,601
|
|
|||||
Sales and marketing
|
38,810
|
|
|
45,877
|
|
|
41,003
|
|
|
31,080
|
|
|
25,973
|
|
|||||
General and administrative
|
27,418
|
|
|
30,830
|
|
|
31,083
|
|
|
23,970
|
|
|
24,875
|
|
|||||
Restructuring and other charges
|
3,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
120,708
|
|
|
127,526
|
|
|
117,472
|
|
|
89,574
|
|
|
86,449
|
|
|||||
Loss from operations
|
(62,700
|
)
|
|
(19,309
|
)
|
|
(4,429
|
)
|
|
(22,158
|
)
|
|
(31,161
|
)
|
|||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(2,773
|
)
|
|
(501
|
)
|
|
(1,863
|
)
|
|
(2,055
|
)
|
|
(6,436
|
)
|
|||||
Other income (expense)
|
(514
|
)
|
|
(893
|
)
|
|
(994
|
)
|
|
(837
|
)
|
|
30
|
|
|||||
Total other expense, net
|
(3,287
|
)
|
|
(1,394
|
)
|
|
(2,857
|
)
|
|
(2,892
|
)
|
|
(6,406
|
)
|
|||||
Loss before income taxes
|
(65,987
|
)
|
|
(20,703
|
)
|
|
(7,286
|
)
|
|
(25,050
|
)
|
|
(37,567
|
)
|
|||||
Provision for income taxes
|
(1,475
|
)
|
|
(1,379
|
)
|
|
(766
|
)
|
|
(863
|
)
|
|
(651
|
)
|
|||||
Net loss attributable to common stockholders
|
$
|
(67,462
|
)
|
|
$
|
(22,082
|
)
|
|
$
|
(8,052
|
)
|
|
$
|
(25,913
|
)
|
|
$
|
(38,218
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(1.34
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
(1.24
|
)
|
Shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
50,519
|
|
|
44,632
|
|
|
42,903
|
|
|
41,647
|
|
|
30,740
|
|
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
17,764
|
|
|
$
|
28,452
|
|
|
$
|
42,032
|
|
|
$
|
38,190
|
|
|
$
|
45,294
|
|
Total assets
|
|
163,576
|
|
|
165,528
|
|
|
152,192
|
|
|
116,669
|
|
|
122,291
|
|
|||||
Warranty obligations
|
|
31,414
|
|
|
30,547
|
|
|
29,080
|
|
|
30,432
|
|
|
21,338
|
|
|||||
Debt
|
|
33,900
|
|
|
17,000
|
|
|
—
|
|
|
8,677
|
|
|
11,061
|
|
|||||
Total stockholders’ equity
|
|
1,300
|
|
|
41,449
|
|
|
46,952
|
|
|
40,206
|
|
|
56,655
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additional Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
35,092
|
|
|
$
|
48,920
|
|
|
$
|
56,190
|
|
|
$
|
57,144
|
|
|
$
|
61,143
|
|
Gross margin percentage
|
|
18.0
|
%
|
|
30.3
|
%
|
|
32.9
|
%
|
|
29.0
|
%
|
|
25.5
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
$
|
322,591
|
|
|
$
|
357,249
|
|
|
$
|
343,904
|
|
Cost of revenues
|
264,583
|
|
|
249,032
|
|
|
230,861
|
|
|||
Gross profit
|
58,008
|
|
|
108,217
|
|
|
113,043
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
50,703
|
|
|
50,819
|
|
|
45,386
|
|
|||
Sales and marketing
|
38,810
|
|
|
45,877
|
|
|
41,003
|
|
|||
General and administrative
|
27,418
|
|
|
30,830
|
|
|
31,083
|
|
|||
Restructuring and other charges
|
3,777
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
120,708
|
|
|
127,526
|
|
|
117,472
|
|
|||
Loss from operations
|
(62,700
|
)
|
|
(19,309
|
)
|
|
(4,429
|
)
|
|||
Other expense, net
|
(3,287
|
)
|
|
(1,394
|
)
|
|
(2,857
|
)
|
|||
Loss before income taxes
|
(65,987
|
)
|
|
(20,703
|
)
|
|
(7,286
|
)
|
|||
Provision for income taxes
|
(1,475
|
)
|
|
(1,379
|
)
|
|
(766
|
)
|
|||
Net loss
|
$
|
(67,462
|
)
|
|
$
|
(22,082
|
)
|
|
$
|
(8,052
|
)
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
|||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
|||||||||||||||||||||||||
Net revenues
|
$
|
322,591
|
|
|
$
|
357,249
|
|
|
(34,658
|
)
|
|
(10)
|
%
|
|
$
|
357,249
|
|
|
$
|
343,904
|
|
|
$
|
13,345
|
|
|
4
|
%
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
Cost of revenues
|
$
|
264,583
|
|
|
$
|
249,032
|
|
|
$
|
15,551
|
|
|
6
|
%
|
|
$
|
249,032
|
|
|
$
|
230,861
|
|
|
$
|
18,171
|
|
|
8
|
%
|
Gross profit
|
58,008
|
|
|
108,217
|
|
|
(50,209
|
)
|
|
(46
|
)%
|
|
108,217
|
|
|
113,043
|
|
|
(4,826
|
)
|
|
(4
|
)%
|
||||||
Gross margin
|
18.0
|
%
|
|
30.3
|
%
|
|
|
|
|
|
30.3
|
%
|
|
32.9
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
Research and development
|
$
|
50,703
|
|
|
$
|
50,819
|
|
|
$
|
(116
|
)
|
|
0
|
%
|
|
$
|
50,819
|
|
|
$
|
45,386
|
|
|
$
|
5,433
|
|
|
12
|
%
|
Percentage of net revenues
|
16
|
%
|
|
14
|
%
|
|
|
|
|
|
14
|
%
|
|
13
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
Sales and marketing
|
$
|
38,810
|
|
|
$
|
45,877
|
|
|
$
|
(7,067
|
)
|
|
(15
|
)%
|
|
$
|
45,877
|
|
|
$
|
41,003
|
|
|
$
|
4,874
|
|
|
12
|
%
|
Percentage of net revenues
|
12
|
%
|
|
13
|
%
|
|
|
|
|
|
13
|
%
|
|
12
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
General and administrative
|
$
|
27,418
|
|
|
$
|
30,830
|
|
|
$
|
(3,412
|
)
|
|
(11
|
)%
|
|
$
|
30,830
|
|
|
$
|
31,083
|
|
|
$
|
(253
|
)
|
|
(1
|
)%
|
Percentage of net revenues
|
8
|
%
|
|
9
|
%
|
|
|
|
|
|
9
|
%
|
|
9
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
||||||||||||||||||||||||
Restructuring and other charges
|
$
|
3,777
|
|
|
$
|
—
|
|
|
$
|
3,777
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Percentage of net revenues
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Change in
|
|
Years Ended December 31,
|
|
Change in
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
Other income (expense), net
|
$
|
(3,287
|
)
|
|
$
|
(1,394
|
)
|
|
$
|
(1,893
|
)
|
|
(136
|
)%
|
|
$
|
(1,394
|
)
|
|
$
|
(2,857
|
)
|
|
$
|
1,463
|
|
|
51
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by (used in) operating activities
|
$
|
(32,953
|
)
|
|
$
|
(21,160
|
)
|
|
$
|
24,222
|
|
Net cash used in investing activities
|
(11,795
|
)
|
|
(12,462
|
)
|
|
(16,534
|
)
|
|||
Net cash (used in) provided by financing activities
|
34,375
|
|
|
20,564
|
|
|
(3,342
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More Than 5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating leases
|
$
|
15,981
|
|
|
$
|
2,778
|
|
|
$
|
5,582
|
|
|
$
|
5,330
|
|
|
$
|
2,291
|
|
Revolving credit facility (1)
|
10,100
|
|
|
10,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Term loan
|
25,000
|
|
|
3,032
|
|
|
16,489
|
|
|
5,479
|
|
|
—
|
|
|||||
Interest and fees related to term loan
|
8,141
|
|
|
3,136
|
|
|
4,191
|
|
|
814
|
|
|
—
|
|
|||||
Purchase obligations (2)
|
16,895
|
|
|
16,895
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
76,117
|
|
|
$
|
35,941
|
|
|
$
|
26,262
|
|
|
$
|
11,623
|
|
|
$
|
2,291
|
|
(1)
|
Because borrowings outstanding under our revolving credit facility can fluctuate, interest payments have been excluded from the calculation of future contractual obligations related to the revolving credit facility.
|
(2)
|
Purchase obligations include amounts related to component inventory that our primary contract manufacturer procures on our behalf in accordance with our production forecast and a take-or-pay supply agreement for the purchase of silicone encapsulates that expires on December 31, 2018. The timing of purchases in future periods could differ materially from estimates presented above due to fluctuations in demand requirements related to varying sales levels as well as changes in economic conditions.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
$
|
—
|
|
|
$
|
86
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
$
|
—
|
|
|
$
|
9
|
|
|
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,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
17,764
|
|
|
$
|
28,452
|
|
Accounts receivable, net of allowances of $2,921 and $1,808 at December 31, 2016 and 2015, respectively
|
61,019
|
|
|
46,099
|
|
||
Inventory
|
31,960
|
|
|
40,800
|
|
||
Prepaid expenses and other
|
7,121
|
|
|
6,417
|
|
||
Total current assets
|
117,864
|
|
|
121,768
|
|
||
Property and equipment, net
|
31,440
|
|
|
32,118
|
|
||
Goodwill
|
3,664
|
|
|
3,745
|
|
||
Intangibles, net
|
945
|
|
|
2,220
|
|
||
Other assets
|
9,663
|
|
|
5,677
|
|
||
Total assets
|
$
|
163,576
|
|
|
$
|
165,528
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
31,696
|
|
|
$
|
25,569
|
|
Accrued liabilities
|
22,937
|
|
|
19,292
|
|
||
Deferred revenues
|
6,411
|
|
|
3,915
|
|
||
Warranty obligations, current portion (includes $3,296 and $2,601 measured at fair value at December 31, 2016 and 2015, respectively)
|
8,596
|
|
|
7,072
|
|
||
Revolving credit facility
|
10,100
|
|
|
17,000
|
|
||
Current portion of term loan
|
3,032
|
|
|
—
|
|
||
Total current liabilities
|
82,772
|
|
|
72,848
|
|
||
Deferred revenues, non-current
|
33,893
|
|
|
25,115
|
|
||
Warranty obligations, non-current (includes $7,036 and $3,581 measured at fair value at December 31, 2016 and 2015, respectively)
|
22,818
|
|
|
23,475
|
|
||
Other non-current liabilities
|
2,025
|
|
|
2,641
|
|
||
Term loan, less current portion
|
20,768
|
|
|
—
|
|
||
Total liabilities
|
162,276
|
|
|
124,079
|
|
||
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; 62,269 and 45,821 shares issued and outstanding at December 31, 2016 and 2015, respectively
|
1
|
|
|
—
|
|
||
Additional paid-in capital
|
252,126
|
|
|
224,732
|
|
||
Accumulated deficit
|
(250,535
|
)
|
|
(183,073
|
)
|
||
Accumulated other comprehensive loss
|
(292
|
)
|
|
(210
|
)
|
||
Total stockholders’ equity
|
1,300
|
|
|
41,449
|
|
||
Total liabilities and stockholders’ equity
|
$
|
163,576
|
|
|
$
|
165,528
|
|
ENPHASE ENERGY, INC.
Consolidated Statements of Operations
(In thousands, except per share data)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
$
|
322,591
|
|
|
$
|
357,249
|
|
|
$
|
343,904
|
|
Cost of revenues
|
264,583
|
|
|
249,032
|
|
|
230,861
|
|
|||
Gross profit
|
58,008
|
|
|
108,217
|
|
|
113,043
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
50,703
|
|
|
50,819
|
|
|
45,386
|
|
|||
Sales and marketing
|
38,810
|
|
|
45,877
|
|
|
41,003
|
|
|||
General and administrative
|
27,418
|
|
|
30,830
|
|
|
31,083
|
|
|||
Restructuring and other charges
|
3,777
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
120,708
|
|
|
127,526
|
|
|
117,472
|
|
|||
Loss from operations
|
(62,700
|
)
|
|
(19,309
|
)
|
|
(4,429
|
)
|
|||
Other income (expense), net:
|
|
|
|
|
|
||||||
Interest expense
|
(2,773
|
)
|
|
(501
|
)
|
|
(1,863
|
)
|
|||
Other expense
|
(514
|
)
|
|
(893
|
)
|
|
(994
|
)
|
|||
Total other expense, net
|
(3,287
|
)
|
|
(1,394
|
)
|
|
(2,857
|
)
|
|||
Loss before income taxes
|
(65,987
|
)
|
|
(20,703
|
)
|
|
(7,286
|
)
|
|||
Provision for income taxes
|
(1,475
|
)
|
|
(1,379
|
)
|
|
(766
|
)
|
|||
Net loss
|
$
|
(67,462
|
)
|
|
$
|
(22,082
|
)
|
|
$
|
(8,052
|
)
|
Net loss per share, basic and diluted
|
$
|
(1.34
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.19
|
)
|
Shares used in computing net loss per share, basic and diluted
|
50,519
|
|
|
44,632
|
|
|
42,903
|
|
ENPHASE ENERGY, INC.
Consolidated Statements of Comprehensive Loss
(In thousands)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net loss
|
$
|
(67,462
|
)
|
|
$
|
(22,082
|
)
|
|
$
|
(8,052
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(82
|
)
|
|
(131
|
)
|
|
(308
|
)
|
|||
Other comprehensive loss:
|
(82
|
)
|
|
(131
|
)
|
|
(308
|
)
|
|||
Comprehensive loss
|
$
|
(67,544
|
)
|
|
$
|
(22,213
|
)
|
|
$
|
(8,360
|
)
|
ENPHASE ENERGY, INC.
Consolidated Statements of Stockholders’ Equity
(In thousands, except per share data)
|
|||||||||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-In
Capital |
|
Accumulated
Deficit |
|
Accumulated Other
Comprehensive
Income (Loss) |
|
Total Stockholders’ Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
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
|
|
Issuance of common stock under employee stock plans
|
|
2,065
|
|
|
—
|
|
|
4,014
|
|
|
|
|
|
|
4,014
|
|
|||||||
Stock-based compensation
|
|
|
|
|
|
12,696
|
|
|
|
|
|
|
12,696
|
|
|||||||||
Net loss
|
|
|
|
|
|
|
|
(22,082
|
)
|
|
|
|
(22,082
|
)
|
|||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
(131
|
)
|
|
(131
|
)
|
|||||||||
BALANCE—December 31, 2015
|
|
45,821
|
|
|
$
|
—
|
|
|
$
|
224,732
|
|
|
$
|
(183,073
|
)
|
|
$
|
(210
|
)
|
|
$
|
41,449
|
|
Issuance of common stock under employee stock plans
|
|
1,498
|
|
|
1
|
|
|
1,144
|
|
|
|
|
|
|
1,145
|
|
|||||||
Issuance of common stock, net of offering costs
|
|
14,950
|
|
|
—
|
|
|
15,924
|
|
|
|
|
|
|
15,924
|
|
|||||||
Stock-based compensation
|
|
|
|
|
|
10,326
|
|
|
|
|
|
|
10,326
|
|
|||||||||
Net loss
|
|
|
|
|
|
|
|
(67,462
|
)
|
|
|
|
(67,462
|
)
|
|||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
(82
|
)
|
|
(82
|
)
|
|||||||||
BALANCE—December 31, 2016
|
|
62,269
|
|
|
$
|
1
|
|
|
$
|
252,126
|
|
|
$
|
(250,535
|
)
|
|
$
|
(292
|
)
|
|
$
|
1,300
|
|
ENPHASE ENERGY, INC.
Consolidated Statements of Cash Flows
(In thousands)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(67,462
|
)
|
|
$
|
(22,082
|
)
|
|
$
|
(8,052
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
10,638
|
|
|
10,539
|
|
|
8,259
|
|
|||
Provision for doubtful accounts
|
3,097
|
|
|
1,502
|
|
|
711
|
|
|||
Asset impairment and restructuring
|
3,190
|
|
|
522
|
|
|
249
|
|
|||
Gain on business divestiture
|
(640
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of debt issuance costs
|
145
|
|
|
163
|
|
|
483
|
|
|||
Stock-based compensation
|
10,326
|
|
|
12,696
|
|
|
9,740
|
|
|||
Revaluation of contingent consideration liability
|
—
|
|
|
(1,827
|
)
|
|
—
|
|
|||
Deferred income tax (benefit) expense
|
651
|
|
|
642
|
|
|
(35
|
)
|
|||
Changes in operating assets and liabilities (net of acquisition/divestiture):
|
|
|
|
|
|
||||||
Accounts receivable
|
(18,017
|
)
|
|
(2,482
|
)
|
|
(13,746
|
)
|
|||
Inventory
|
8,840
|
|
|
(19,210
|
)
|
|
(5,010
|
)
|
|||
Prepaid expenses and other assets
|
(4,759
|
)
|
|
(5,281
|
)
|
|
(2,512
|
)
|
|||
Accounts payable, accrued and other liabilities
|
8,897
|
|
|
(2,620
|
)
|
|
25,325
|
|
|||
Warranty obligations
|
867
|
|
|
(3,393
|
)
|
|
3,508
|
|
|||
Deferred revenues
|
11,274
|
|
|
9,671
|
|
|
5,302
|
|
|||
Net cash (used in) provided by operating activities
|
(32,953
|
)
|
|
(21,160
|
)
|
|
24,222
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(12,167
|
)
|
|
(12,525
|
)
|
|
(13,249
|
)
|
|||
Purchases of intangible assets
|
(678
|
)
|
|
(237
|
)
|
|
(750
|
)
|
|||
Business divestitures (acquisitions)
|
1,050
|
|
|
—
|
|
|
(2,235
|
)
|
|||
Change in restricted cash
|
—
|
|
|
300
|
|
|
(300
|
)
|
|||
Net cash used in investing activities
|
(11,795
|
)
|
|
(12,462
|
)
|
|
(16,534
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from public offering of common stock, net of offering costs
|
16,142
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from term loan, net of issuance costs
|
23,989
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from borrowings under revolving credit facility
|
10,000
|
|
|
46,000
|
|
|
—
|
|
|||
Payments under revolving credit facility
|
(16,900
|
)
|
|
(29,150
|
)
|
|
—
|
|
|||
Holdback payment related to prior acquisition
|
—
|
|
|
(300
|
)
|
|
—
|
|
|||
Repayments of term loans
|
—
|
|
|
—
|
|
|
(8,708
|
)
|
|||
Proceeds from issuance of common stock under employee stock plans
|
1,144
|
|
|
4,014
|
|
|
5,366
|
|
|||
Net cash provided by (used in) financing activities
|
34,375
|
|
|
20,564
|
|
|
(3,342
|
)
|
|||
Effect of exchange rate changes on cash
|
(315
|
)
|
|
(522
|
)
|
|
(504
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(10,688
|
)
|
|
(13,580
|
)
|
|
3,842
|
|
|||
Cash and cash equivalents — Beginning of year
|
28,452
|
|
|
42,032
|
|
|
38,190
|
|
|||
Cash and cash equivalents — End of year
|
$
|
17,764
|
|
|
$
|
28,452
|
|
|
$
|
42,032
|
|
Supplemental cash flow disclosure:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
2,704
|
|
|
$
|
358
|
|
|
$
|
1,389
|
|
Cash paid for income taxes
|
$
|
1,146
|
|
|
$
|
594
|
|
|
$
|
472
|
|
Noncash financing and investing activities:
|
|
|
|
|
|
||||||
Offering and loan costs included in accrued liabilities
|
518
|
|
|
—
|
|
|
—
|
|
|||
Purchases of fixed and intangible assets included in accounts payable
|
$
|
700
|
|
|
$
|
1,718
|
|
|
$
|
1,840
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, at beginning of year
|
$
|
1,808
|
|
|
$
|
569
|
|
|
$
|
2,000
|
|
Net charges to expenses
|
3,097
|
|
|
1,502
|
|
|
711
|
|
|||
Write-offs, net of recoveries
|
(1,984
|
)
|
|
(263
|
)
|
|
(2,142
|
)
|
|||
Balance, at end of year
|
$
|
2,921
|
|
|
$
|
1,808
|
|
|
$
|
569
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
5,095
|
|
|
$
|
2,202
|
|
Finished goods
|
26,865
|
|
|
38,598
|
|
||
Total inventory
|
$
|
31,960
|
|
|
$
|
40,800
|
|
|
Estimated Useful
Life (Years) |
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
|||||
Equipment and machinery
|
7-10
|
|
$
|
38,486
|
|
|
$
|
34,694
|
|
Furniture and fixtures
|
5–7
|
|
2,635
|
|
|
3,556
|
|
||
Computer equipment
|
3–5
|
|
2,913
|
|
|
2,699
|
|
||
Capitalized software costs
|
3–5
|
|
11,324
|
|
|
11,041
|
|
||
Leasehold improvements
|
4–10
|
|
9,477
|
|
|
8,643
|
|
||
Construction in process
|
|
|
6,275
|
|
|
2,994
|
|
||
Total
|
|
|
71,110
|
|
|
63,627
|
|
||
Less accumulated depreciation and amortization
|
|
|
(39,670
|
)
|
|
(31,509
|
)
|
||
Property and equipment, net
|
|
|
$
|
31,440
|
|
|
$
|
32,118
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Goodwill
|
$
|
3,664
|
|
|
$
|
—
|
|
|
$
|
3,664
|
|
|
$
|
3,745
|
|
|
$
|
—
|
|
|
$
|
3,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other indefinite-lived intangibles
|
$
|
286
|
|
|
$
|
—
|
|
|
$
|
286
|
|
|
$
|
286
|
|
|
$
|
—
|
|
|
$
|
286
|
|
Intangibles assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Customer relationships
|
—
|
|
|
—
|
|
|
—
|
|
|
900
|
|
|
(180
|
)
|
|
720
|
|
||||||
Patents and licensed technology
|
1,665
|
|
|
(1,006
|
)
|
|
659
|
|
|
1,665
|
|
|
(451
|
)
|
|
1,214
|
|
||||||
Total purchased intangibles
|
$
|
1,951
|
|
|
$
|
(1,006
|
)
|
|
$
|
945
|
|
|
$
|
2,851
|
|
|
$
|
(631
|
)
|
|
$
|
2,220
|
|
Year
|
|
(In thousands)
|
||
2017
|
|
$
|
430
|
|
2018
|
|
229
|
|
|
Total
|
|
$
|
659
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Salaries, commissions, incentive compensation and benefits
|
$
|
4,227
|
|
|
$
|
5,402
|
|
Customer rebates and sales incentives
|
11,786
|
|
|
8,274
|
|
||
Freight
|
2,321
|
|
|
3,063
|
|
||
Other
|
4,603
|
|
|
2,553
|
|
||
Total
|
$
|
22,937
|
|
|
$
|
19,292
|
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, at beginning of year
|
$
|
30,547
|
|
|
33,940
|
|
|
$
|
30,432
|
|
|
Accruals for warranties issued during the year
|
4,130
|
|
|
4,383
|
|
|
4,309
|
|
|||
Changes in estimates
|
2,562
|
|
|
31
|
|
|
8,391
|
|
|||
Settlements
|
(8,523
|
)
|
|
(7,269
|
)
|
|
(8,793
|
)
|
|||
Increase due to accretion expense
|
1,772
|
|
|
1,001
|
|
|
195
|
|
|||
Fair value adjustments
|
926
|
|
|
(1,539
|
)
|
|
(594
|
)
|
|||
Balance, at end of year
|
31,414
|
|
|
30,547
|
|
|
33,940
|
|
|||
Less current portion
|
(8,596
|
)
|
|
(7,072
|
)
|
|
(7,607
|
)
|
|||
Long-term portion
|
$
|
22,818
|
|
|
$
|
23,475
|
|
|
$
|
26,333
|
|
•
|
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.
|
|
|
|
December 31,
|
||||||
|
Fair Value Hierarchy
|
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Level 2
|
|
$
|
—
|
|
|
$
|
86
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Level 2
|
|
$
|
—
|
|
|
$
|
9
|
|
Warranty obligations
|
Level 3
|
|
10,332
|
|
|
6,182
|
|
||
Contingent consideration
|
Level 3
|
|
—
|
|
|
473
|
|
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
|
|
Accruals for warranties issued during period
|
4,140
|
|
|
Changes in estimates
|
(755
|
)
|
|
Settlements
|
(227
|
)
|
|
Increase due to accretion expense
|
1,001
|
|
|
Fair value adjustments
|
(1,539
|
)
|
|
Balance—December 31, 2015
|
$
|
6,182
|
|
Accruals for warranties issued during period
|
4,091
|
|
|
Changes in estimates
|
(1,616
|
)
|
|
Settlements
|
(1,023
|
)
|
|
Increase due to accretion expense
|
1,772
|
|
|
Fair value adjustments
|
926
|
|
|
Balance—December 31, 2016
|
$
|
10,332
|
|
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
|
|
17%
|
|
|
Credit-adjusted risk-free rate
|
|
19%
|
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
|
|
17%
|
|
|
Credit-adjusted risk-free rate
|
|
25%
|
||
Contingent consideration
|
|
Probability-weighted discounted cash flows
|
|
Risk-adjusted discount rate
|
|
17%
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Employee severance and benefit arrangements
|
$
|
1,263
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Asset impairments
|
2,575
|
|
|
—
|
|
|
—
|
|
|||
Lease loss and other
|
579
|
|
|
—
|
|
|
—
|
|
|||
Gain on business divestiture
|
(640
|
)
|
|
—
|
|
|
—
|
|
|||
Total restructuring and other
|
$
|
3,777
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Employee Severance and Benefits
|
|
Asset Impairments
|
|
Lease Loss and Other
|
|
Total
|
||||||||
Balance at beginning of period as of December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
1,263
|
|
|
2,575
|
|
|
579
|
|
|
4,417
|
|
||||
Cash payments
|
(1,065
|
)
|
|
—
|
|
|
(95
|
)
|
|
(1,160
|
)
|
||||
Non-cash settlement
|
—
|
|
|
(2,575
|
)
|
|
—
|
|
|
(2,575
|
)
|
||||
Balance at end of period as of December 31, 2016
|
$
|
198
|
|
|
$
|
—
|
|
|
$
|
484
|
|
|
$
|
682
|
|
|
|
Business Divestiture
|
||
Consideration
|
|
$
|
1,375
|
|
Identifiable assets
|
|
(979
|
)
|
|
Contingent Consideration
|
|
244
|
|
|
Gain on business divestiture
|
|
$
|
640
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Term loan
|
$
|
25,000
|
|
|
$
|
—
|
|
Less unamortized discount and issuance costs
|
(1,200
|
)
|
|
—
|
|
||
Carrying amount of debt
|
23,800
|
|
|
—
|
|
||
Less current portion
|
(3,032
|
)
|
|
—
|
|
||
Long-term debt
|
$
|
20,768
|
|
|
$
|
—
|
|
Year
|
Amounts
|
||
2017
|
$
|
3,032
|
|
2018
|
7,824
|
|
|
2019
|
8,665
|
|
|
2020
|
5,479
|
|
|
Total
|
$
|
25,000
|
|
2017
|
$
|
2,778
|
|
2018
|
2,770
|
|
|
2019
|
2,812
|
|
|
2020
|
2,653
|
|
|
2021
|
2,677
|
|
|
Thereafter
|
2,291
|
|
|
Total minimum lease payments
|
$
|
15,981
|
|
•
|
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 volatility was calculated based on the Company’s historical stock prices, supplemented as necessary with historical volatility of the common stock of several peer companies with characteristics similar to those of the Company.
|
•
|
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,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Expected term (in years)
|
|
4.5
|
|
|
4.5
|
|
|
4.5
|
|
|||
Expected volatility
|
|
80.0
|
%
|
|
72.5
|
%
|
|
67.7
|
%
|
|||
Annual risk-free rate of return
|
|
1.1
|
%
|
|
1.4
|
%
|
|
1.4
|
%
|
|||
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Weighted-average fair value on grant date
|
|
$
|
1.29
|
|
|
$
|
4.68
|
|
|
$
|
5.64
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of revenues
|
|
$
|
1,188
|
|
|
$
|
1,217
|
|
|
$
|
816
|
|
Research and development
|
|
3,879
|
|
|
4,559
|
|
|
3,127
|
|
|||
Sales and marketing
|
|
2,144
|
|
|
3,162
|
|
|
2,487
|
|
|||
General and administrative
|
|
3,115
|
|
|
3,758
|
|
|
3,310
|
|
|||
Total stock-based compensation expense
|
|
$
|
10,326
|
|
|
$
|
12,696
|
|
|
$
|
9,740
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options and restricted stock units
|
|
$
|
8,384
|
|
|
$
|
10,685
|
|
|
$
|
8,845
|
|
ESPP
|
|
1,942
|
|
|
2,011
|
|
|
895
|
|
|||
Total stock-based compensation expense
|
|
$
|
10,326
|
|
|
$
|
12,696
|
|
|
$
|
9,740
|
|
|
Shares
|
|
Weighted-
Average Exercise Price per Share |
|||
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
|
|
|
Granted
|
1,289
|
|
|
8.20
|
|
|
Exercised
|
(1,079
|
)
|
|
1.40
|
|
|
Canceled
|
(672
|
)
|
|
9.31
|
|
|
Options outstanding — December 31, 2015
|
8,170
|
|
|
5.36
|
|
|
Granted
|
2,440
|
|
|
2.12
|
|
|
Exercised
|
(375
|
)
|
|
0.39
|
|
|
Canceled
|
(1,505
|
)
|
|
6.01
|
|
|
Options outstanding — December 31, 2016
|
8,730
|
|
|
4.55
|
|
|
|
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 —– $1.63
|
|
2,594
|
|
|
3.2
|
|
$
|
1.00
|
|
|
2,521
|
|
|
$
|
1.00
|
|
$1.67 —– $2.14
|
|
1,839
|
|
|
5.8
|
|
2.08
|
|
|
358
|
|
|
2.09
|
|
||
$2.19 —– $7.16
|
|
1,765
|
|
|
3.8
|
|
5.23
|
|
|
1,412
|
|
|
5.41
|
|
||
$7.30 —– $9.69
|
|
1,797
|
|
|
4.0
|
|
8.34
|
|
|
1,517
|
|
|
8.28
|
|
||
$10.27 —– $16.01
|
|
735
|
|
|
4.5
|
|
12.40
|
|
|
481
|
|
|
12.27
|
|
||
Total
|
|
8,730
|
|
|
|
|
|
|
6,289
|
|
|
|
|
Restricted Stock Units
|
|
Weighted Average
Fair Value per Share at Grant Date |
|||
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
|
|
|
Granted
|
683
|
|
|
11.22
|
|
|
Vested
|
(488
|
)
|
|
8.58
|
|
|
Canceled
|
(227
|
)
|
|
10.32
|
|
|
Outstanding at December 31, 2015
|
1,313
|
|
|
9.31
|
|
|
Granted
|
54
|
|
|
1.99
|
|
|
Vested
|
(464
|
)
|
|
9.06
|
|
|
Canceled
|
(297
|
)
|
|
8.32
|
|
|
Outstanding at December 31, 2016
|
606
|
|
|
9.33
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Proceeds from common stock issued under ESPP
|
|
$
|
999
|
|
|
$
|
2,497
|
|
|
$
|
1,531
|
|
Shares of common stock issued
|
|
659
|
|
|
499
|
|
|
410
|
|
|||
Weighted-average price per share
|
|
$
|
1.52
|
|
|
$
|
5.00
|
|
|
$
|
3.73
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
(67,631
|
)
|
|
$
|
(22,120
|
)
|
|
$
|
(8,732
|
)
|
Foreign
|
1,644
|
|
|
1,417
|
|
|
1,446
|
|
|||
Total
|
$
|
(65,987
|
)
|
|
$
|
(20,703
|
)
|
|
$
|
(7,286
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
36
|
|
|
44
|
|
|
85
|
|
|||
Foreign
|
785
|
|
|
693
|
|
|
716
|
|
|||
|
821
|
|
|
737
|
|
|
801
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
594
|
|
|
652
|
|
|
—
|
|
|||
State
|
59
|
|
|
41
|
|
|
—
|
|
|||
Foreign
|
1
|
|
|
(51
|
)
|
|
(35
|
)
|
|||
|
654
|
|
|
642
|
|
|
(35
|
)
|
|||
Provision for income taxes
|
$
|
1,475
|
|
|
$
|
1,379
|
|
|
$
|
766
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income tax benefit at statutory federal rate
|
$
|
(22,435
|
)
|
|
$
|
(7,039
|
)
|
|
$
|
(2,477
|
)
|
State taxes, net of federal benefit
|
63
|
|
|
56
|
|
|
(4,576
|
)
|
|||
Change in valuation allowance
|
21,370
|
|
|
7,812
|
|
|
16,646
|
|
|||
Foreign tax rate and tax law differential
|
27
|
|
|
(29
|
)
|
|
(43
|
)
|
|||
Tax credits
|
(1,179
|
)
|
|
(1,553
|
)
|
|
(5,619
|
)
|
|||
Stock-based compensation
|
1,775
|
|
|
1,932
|
|
|
957
|
|
|||
Other permanent items
|
776
|
|
|
61
|
|
|
231
|
|
|||
Other nondeductible/nontaxable items
|
920
|
|
|
(72
|
)
|
|
(4,586
|
)
|
|||
Uncertain tax positions
|
158
|
|
|
211
|
|
|
233
|
|
|||
Provision for income taxes
|
$
|
1,475
|
|
|
$
|
1,379
|
|
|
$
|
766
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowances and reserves
|
$
|
16,032
|
|
|
$
|
14,639
|
|
Net operating loss and tax credit carryforwards
|
67,875
|
|
|
46,812
|
|
||
Stock-based compensation
|
3,033
|
|
|
3,055
|
|
||
Deferred revenue
|
8,289
|
|
|
5,966
|
|
||
Fixed assets and intangibles
|
7,661
|
|
|
6,830
|
|
||
Other
|
2,857
|
|
|
3,327
|
|
||
Subtotal
|
105,747
|
|
|
80,629
|
|
||
Less valuation allowance
|
(104,554
|
)
|
|
(80,529
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
1,193
|
|
|
100
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Goodwill
|
(1,346
|
)
|
|
(693
|
)
|
||
Unremitted foreign earnings
|
(748
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
(2,094
|
)
|
|
(693
|
)
|
||
Net deferred tax asset/(liability)
|
$
|
(901
|
)
|
|
$
|
(593
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Unrecognized tax benefits—at beginning of year
|
$
|
5,482
|
|
|
$
|
4,426
|
|
|
$
|
376
|
|
Increases in balances related to tax positions taken in prior years
|
—
|
|
|
14
|
|
|
1,895
|
|
|||
Increases in balances related to tax positions taken in current year
|
571
|
|
|
1,053
|
|
|
2,155
|
|
|||
Lapses in statutes of limitations
|
(37
|
)
|
|
(11
|
)
|
|
—
|
|
|||
Unrecognized tax benefits—at end of year
|
$
|
6,016
|
|
|
$
|
5,482
|
|
|
$
|
4,426
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Stock options to purchase common stock
|
8,981
|
|
|
8,646
|
|
|
8,502
|
|
Unvested restricted stock units
|
906
|
|
|
1,506
|
|
|
1,258
|
|
Warrants to purchase common stock
|
—
|
|
|
111
|
|
|
195
|
|
Total
|
9,887
|
|
|
10,263
|
|
|
9,955
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
259,080
|
|
|
$
|
303,195
|
|
|
$
|
294,549
|
|
International
|
63,511
|
|
|
54,054
|
|
|
49,355
|
|
|||
Total
|
$
|
322,591
|
|
|
$
|
357,249
|
|
|
$
|
343,904
|
|
|
As of December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
22,634
|
|
|
$
|
21,913
|
|
|
$
|
20,037
|
|
China
|
5,727
|
|
|
7,950
|
|
|
9,585
|
|
|||
Other
|
3,079
|
|
|
2,255
|
|
|
1,202
|
|
|||
Total
|
$
|
31,440
|
|
|
$
|
32,118
|
|
|
$
|
30,824
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
64,121
|
|
|
$
|
79,185
|
|
|
$
|
88,684
|
|
|
$
|
90,601
|
|
Cost of revenues
|
52,361
|
|
|
65,049
|
|
|
72,805
|
|
|
74,367
|
|
||||
Gross profit
|
11,760
|
|
|
14,136
|
|
|
15,879
|
|
|
16,234
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
13,066
|
|
|
13,091
|
|
|
13,169
|
|
|
11,378
|
|
||||
Sales and marketing
|
10,215
|
|
|
9,987
|
|
|
11,016
|
|
|
7,592
|
|
||||
General and administrative
|
7,567
|
|
|
6,846
|
|
|
6,708
|
|
|
6,296
|
|
||||
Restructuring charges
|
—
|
|
|
—
|
|
|
2,717
|
|
|
1,060
|
|
||||
Total operating expenses
|
30,848
|
|
|
29,924
|
|
|
33,610
|
|
|
26,326
|
|
||||
Loss from operations
|
(19,088
|
)
|
|
(15,788
|
)
|
|
(17,731
|
)
|
|
(10,092
|
)
|
||||
Other income (expense), net
|
529
|
|
|
(591
|
)
|
|
(881
|
)
|
|
(2,345
|
)
|
||||
Loss before income taxes
|
(18,559
|
)
|
|
(16,379
|
)
|
|
(18,612
|
)
|
|
(12,437
|
)
|
||||
Provision for income taxes
|
(236
|
)
|
|
(344
|
)
|
|
(144
|
)
|
|
(751
|
)
|
||||
Net loss
|
$
|
(18,795
|
)
|
|
$
|
(16,723
|
)
|
|
$
|
(18,756
|
)
|
|
$
|
(13,188
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.41
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.21
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Year Ended December 31, 2015
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Net revenues
|
$
|
86,653
|
|
|
$
|
102,093
|
|
|
$
|
102,874
|
|
|
$
|
65,629
|
|
Cost of revenues
|
58,629
|
|
|
69,066
|
|
|
71,408
|
|
|
49,929
|
|
||||
Gross profit
|
28,024
|
|
|
33,027
|
|
|
31,466
|
|
|
15,700
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
13,430
|
|
|
12,786
|
|
|
12,059
|
|
|
12,544
|
|
||||
Sales and marketing
|
11,937
|
|
|
12,508
|
|
|
10,510
|
|
|
10,922
|
|
||||
General and administrative
|
8,205
|
|
|
8,102
|
|
|
7,118
|
|
|
7,405
|
|
||||
Total operating expenses
|
33,572
|
|
|
33,396
|
|
|
29,687
|
|
|
30,871
|
|
||||
Loss from operations
|
(5,548
|
)
|
|
(369
|
)
|
|
1,779
|
|
|
(15,171
|
)
|
||||
Other income (expense), net
|
(605
|
)
|
|
(8
|
)
|
|
(844
|
)
|
|
63
|
|
||||
Loss before income taxes
|
(6,153
|
)
|
|
(377
|
)
|
|
935
|
|
|
(15,108
|
)
|
||||
Provision for income taxes
|
(167
|
)
|
|
(226
|
)
|
|
(311
|
)
|
|
(675
|
)
|
||||
Net income (loss)
|
$
|
(6,320
|
)
|
|
$
|
(603
|
)
|
|
$
|
624
|
|
|
$
|
(15,783
|
)
|
Net income (loss) per share, basic
|
$
|
(0.14
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.35
|
)
|
Net income (loss) per share, diluted
|
$
|
(0.14
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.35
|
)
|
|
|
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 16, 2017
|
Paul B. Nahi
|
|
|
|
|
|
|
|
|
|
/s/ HUMBERTO GARCIA
|
|
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
March 16, 2017
|
Humberto Garcia
|
|
|
|
|
|
|
|
|
|
/s/ STEVEN J. GOMO
|
|
Director
|
|
March 16, 2017
|
Steven J. Gomo
|
|
|
|
|
|
|
|
|
|
/s/ BENJAMIN KORTLANG
|
|
Director
|
|
March 16, 2017
|
Benjamin Kortlang
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD MORA
|
|
Director
|
|
March 16, 2017
|
Richard Mora
|
|
|
|
|
|
|
|
|
|
/s/ THURMAN JOHN RODGERS
|
|
Director
|
|
March 16, 2017
|
Thurman John Rodgers
|
|
|
|
|
|
|
|
|
|
/s/ JOHN H. WEBER
|
|
Director
|
|
March 16, 2017
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, as amended, and forms of agreement thereunder.
|
|
10-Q
|
|
333-35480
|
|
10.1
|
|
8/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
First Amendment to Redwood Business Park NNN Lease (1400 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC dated January 12, 2012.
|
|
10-K
|
|
001-35480
|
|
10.8
|
|
3/4/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Second Amendment to Redwood Business Park NNN Lease (1400 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC dated January 13, 2014.
|
|
10-K
|
|
001-35480
|
|
10.9
|
|
3/4/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
Third Amendment to Redwood Business Park NNN Lease (1400 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC dated September 25, 2014.
|
|
10-K
|
|
001-35480
|
|
10.10
|
|
3/4/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Fourth Amendment to Redwood Business Park NNN Lease (1400 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC dated December 30, 2014.
|
|
10-K
|
|
001-35480
|
|
10.11
|
|
3/4/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
First Amendment to Redwood Business Park NNN Lease (1420 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC dated January 12, 2012.
|
|
10-K
|
|
001-35480
|
|
10.13
|
|
3/4/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Third Amendment to Redwood Business Park NNN Lease (1420 North McDowell Blvd), between Enphase Energy, Inc. & Sequoia Center LLC dated May 14, 2014.
|
|
10-K
|
|
001-35480
|
|
10.15
|
|
3/4/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
†
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
Amendment No. 2 to the Cooperation Agreement and Amendment No. 1 by and among Enphase Energy, Inc., Phoenix Contact GmbH & Co. KG and Phoenix Contact USA, Inc., dated September 1, 2016.
|
|
10-Q
|
|
001-35480
|
|
10.4
|
|
11/2/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Amendment #1 to the Flextronics Logistics Services Agreement, by and between Enphase Energy, Inc. and Flextronics America, LLC, dated July 28, 2016.
|
|
10-Q
|
|
001-35480
|
|
10.4
|
|
11/2/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19
††
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
Master Development and Production Agreement by and between Enphase Energy, Inc. and Fujitsu Microelectronics America, Inc., dated August 19, 2009.
|
|
10-Q
|
|
001-35480
|
|
10.1
|
|
5/6/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21
††
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22
††
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23
+
|
|
Non-employee Director Compensation Policy.
|
|
10-Q
|
|
001-35480
|
|
10.28
|
|
5/8/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24
+
|
|
Offer Letter by and between Enphase Energy, Inc. and Kris Sennesael, dated September 17, 2012.
|
|
10-Q
|
|
001-35480
|
|
10.43
|
|
11/13/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
Amended and Restated Credit Agreement by and among the lenders identified on the signature pages thereof, Wells Fargo Bank, National Association, as agent for the lenders, and Enphase Energy, Inc., dated December 18, 2015.
|
|
10-K
|
|
001-35480
|
|
10.24
|
|
3/1/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
Amendment No. 1 to Amended and Restated Credit Agreement and Amended and Restated Guaranty and Security Agreement
,
by and among Enphase Energy, Inc., the lenders identified on the signature pages thereto and Wells Fargo Bank, National Association, as agent, dated July 8, 2016.
|
|
10-Q
|
|
001-35480
|
|
10.1
|
|
11/2/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
Waiver and Second Amendment to Amended and Restated Credit Agreement, by and among Enphase Energy, Inc. and Wells Fargo Bank, National Association, as agent, dated December 21, 2016.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.28
|
|
Consent and Third Amendment to Amended and Restated Credit Agreement, by and among Enphase Energy, Inc., the lenders identified on the signature pages thereto and Wells Fargo Bank, National Association, as agent, dated December 30, 2016.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.29
+
|
|
2016 Performance Bonus Program Summary.
|
|
8-K
|
|
001-35480
|
|
10.1
|
|
4/1/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.30
+
|
|
Severance and Change in Control Benefit Plan.
|
|
10-Q
|
|
001-35480
|
|
10.49
|
|
5/8/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.31
†
|
|
Development and Supply Agreement, by and between Enphase Energy, Inc. and Eliiy Power Co., Ltd., dated September 29, 2015.
|
|
10-Q
|
|
001-35480
|
|
10.1
|
|
11/4/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.32
†
|
|
Supply Agreement, by and between Enphase Energy, Inc. and Dow Corning Corporation, dated April 22, 2014.
|
|
10-Q
|
|
001-35480
|
|
10.2
|
|
8/5/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.33
†
|
|
First Amendment to the Supply Agreement, by and between Enphase Energy, Inc. and Dow Corning Corporation, dated August 1, 2014.
|
|
10-Q
|
|
001-35480
|
|
10.3
|
|
8/5/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.34
†
|
|
Second Amendment to the Supply Agreement, by and between Enphase Energy, Inc. and Dow Corning Corporation, dated August 1, 2014.
|
|
10-Q
|
|
001-35480
|
|
10.4
|
|
8/5/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.35
|
|
At Market Issuance Sales Agreement, by and between Enphase Energy, Inc. and FBR Capital Markets & Co., dated December 23, 2016.
|
|
8-K
|
|
001-35480
|
|
10.1
|
|
12/23/2016
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
10.36
|
|
Loan and Security Agreement by and among Enphase Energy, Inc., Tennenbaum Special Situations Fund IX, LLC, the lenders identified on the signature pages thereto and Obsidian Agency Services, Inc., as administrative agent and collateral agent for the lenders, dated July 8, 2016.
|
|
10-Q
|
|
001-35480
|
|
10.2
|
|
11/2/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.37
|
|
First Amendment to Loan and Security Agreement, by and among Enphase Energy, Inc., Tennenbaum Special Situations Fund IX, LLC, the lenders identified on the signature pages thereto and Obsidian Agency Services, Inc., as administrative agent and collateral agent for the lenders, dated December 30, 2016.
|
|
|
|
|
|
|
|
|
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X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.38
|
|
Amended and Restated Loan and Security Agreement, by and among Enphase Energy, Inc., the lenders party thereto, Cortland Capital Market Services LLC, as administrative agent, and Obsidian Agency Services, Inc., as collateral agent, dated February 10, 2017.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.39
|
|
Form of Warrant under Amended and Restated Loan and Security Agreement, by and among Enphase Energy, Inc., the lenders party thereto, Cortland Capital Market Services LLC, as administrative agent, and Obsidian Agency Services, Inc., as collateral agent, dated February 10, 2017
.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.40
|
|
Securities Purchase Agreement, by and among Enphase Energy, Inc. and the purchasers identified on Exhibit A thereto, dated January 9, 2017.
|
|
8-K
|
|
001-35480
|
|
10.1
|
|
1/10/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.41
|
|
Security Agreement by and among Enphase Energy, Inc. and Flextronics Industrial, LTD and Flextronics Americas, LLC, dated December 30, 2016.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.1
|
|
Statement of Computation of Ratio Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
†
|
Confidential treatment has been granted for certain portions of this exhibit. Omitted information has been filed separately with the Securities and Exchange Commission.
|
††
|
Confidential treatment has been requested for certain portions of this exhibit. Omitted information has been filed separately with the Securities and Exchange Commission.
|
*
|
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.
|
Semi-monthly (no later than the 10th day of each month and 15 days thereafter)
|
A Cash Flow Forecast consisting of a rolling, 13-week consolidated and consolidating cash flow forecast of the Borrower and its Subsidiaries (including, without limitation, projected and accrued expenses, collections, sales, and loan balances of the Borrower and its Subsidiaries), prepared and approved by the Borrower's management, showing any changes from the previous Cash Flow Forecast and providing an explanation for any material changes in any forecast.
|
ENPHASE ENERGY, INC., a Delaware corporation
By /s/ PAUL B. NAHI Name Paul B. Nahi Title President and CEO |
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and a Lender
By /s/ SCOTT E. BOWERMAN Name Scott E. Bowerman Title VP |
•
|
Event of Default caused by allowing Availability to be less than $12,500,000, in violation of Section 7, from November 18, 2016 to November 21, 2016.
|
(a)
|
all of such Grantor's Accounts;
|
(b)
|
all of such Grantor's Books;
|
(c)
|
all of such Grantor's Chattel Paper;
|
(d)
|
all of such Grantor's Commercial Tort Claims;
|
(e)
|
all of such Grantor's Deposit Accounts;
|
(f)
|
all of such Grantor's Equipment;
|
(g)
|
all of such Grantor's Farm Products;
|
(h)
|
all of such Grantor's Fixtures;
|
(i)
|
all of such Grantor's General Intangibles;
|
(j)
|
all of such Grantor's Inventory;
|
(k)
|
all of such Grantor's Investment Property;
|
(l)
|
all of such Grantor's Intellectual Property and Intellectual Property Licenses;
|
(m)
|
all of such Grantor's Negotiable Collateral;
|
(n)
|
all of such Grantor's Pledged Interests (including all of such Grantor's Pledged Operating Agreements and Pledged Partnership Agreements);
|
(o)
|
all of such Grantor's Securities Accounts;
|
(p)
|
all of such Grantor's Supporting Obligations;
|
(q)
|
all of such Grantor's money, Cash Equivalents, or other assets of such Grantor that now or hereafter come into the possession, custody, or
|
(r)
|
all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the "
Proceeds
"). Without limiting the generality of the foregoing, the term "Proceeds" includes whatever is receivable or received when Investment Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or Agent from time to time with respect to any of the Investment Property.
|
ENPHASE ENERGY, INC., a Delaware corporation
By /s/ PAUL B. NAHI Name Paul B. Nahi Title President and CEO |
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and a Lender
By /s/ SCOTT E. BOWERMAN Name Scott E. Bowerman Title VP |
Enphase Energy, Inc.
/s/ Paul B. Nahi
Name: Paul B. Nahi
Title: President and CEO
|
|
|
SECTION 5.
|
AFFIRMATIVE COVENANTS
|
Enphase Energy, Inc.
/s/ Bert Garcia
Name: Bert Garcia Title: CFO |
|
|
Name of Lender
|
Initial Term Loan Commitment
|
Additional Term
Loan Commitment
|
Total Term Loan
Commitment
|
Comments
|
Tennenbaum Special Situations Fund IX, LLC
|
$15,291,000.00
|
$9,786,240.00
|
$25,077,240.00
|
Lender will fund its Pro Rata Percentage of the applicable Credit Extension
|
Tennenbaum Special Situations IX-A, LLC.
|
$3,052,000.00
|
$1,953,280.00
|
$5,005,280.00
|
Lender will fund its Pro Rata Percentage of the applicable Credit Extension
|
Tennenbaum Special Situations IX-O, L.P.
|
3,804.000.00
|
$2,434,560.00
|
$6,238,560.00
|
Lender will fund its Pro Rata Percentage of the applicable Credit Extension
|
Tennenbaum Special Situations IX-C, L.P.
|
$2,853,000.00
|
$1,825,920.00
|
$4,678,920.00
|
Lender will fund its Pro Rata Percentage of the applicable Credit Extension
|
Tennenbaum Energy Opportunities Co, LLC
|
$0.00
|
$7,000,000.00
|
7.000,000.00
|
Lender will fund its Pro Rata Percentage of the applicable Credit Extension
|
Tennenbaum Senior Loan Fund IV-B, LP
|
$0.00
|
$2,000,000.00
|
$2,000,000.00
|
Lender will fund its Pro Rata Percentage of the applicable Credit Extension
|
TOTAL
|
$25,000,000.00
|
$25,000,000.00
|
$50,000,000.00
|
|
Quarterly financial statements
|
Quarterly within 45 days
|
Yes
|
No
|
Annual financial statement (CPA Audited)
|
FYE within 90 days
|
Yes
|
No
|
Board approved Operating Budget
|
FYE within 60 days after the end of the year
|
Yes
|
No
|
•
|
Intellectual Property registered (or a registration application submitted) after the Effective Date and which has not yet been listed on a previous Compliance Certificate, or any other permitted updates to the Perfection Certificates; and
|
•
|
any material change in the composition of (i) Borrower’s or any of its Subsidiaries’ Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower or any of its Subsidiaries’ in or to any registered copyright, patent or trademark not shown in the Perfection Certificates, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of its or any of its Subsidiaries’ Intellectual Property.
|
c.
|
Co-Borrower need not maintain separate insurance as long as it is covered under Borrower’s insurance in compliance with Section 5.6 of the Credit Agreement.
|
e.
|
Neither Agent nor Lender shall be required to provide Co-Borrower with any notice or other deliverables under the Credit Agreement, it being agreed that Co-Borrower shall look exclusively to Borrower for all such items. In furtherance thereof, to the extent that Agent or Lenders have any duties, obligations or responsibilities to Borrower under the Credit Agreement, those duties, obligations and responsibilities will be limited to Borrower and not extend to Co-Borrower.
|
1.
|
Assignor[s]
:
|
|
2.
|
Assignee[s]
:
|
|
4.
|
Administrative
Agent: Cortland Capital Market Services LLC, including any successor thereto, as the “
Administrative
Agent” under the Credit Agreement.
|
Assignor[s]
5
|
Assignee[s]
6
|
Aggregate Amount of Term Loan
for all Lenders
7
|
Amount of Term
Loan Assigned
|
Percentage Assigned of Term
Loan
8
|
CUSIP
Number
|
|
|
$
|
$
|
%
|
|
|
|
$
|
$
|
%
|
|
|
|
$
|
$
|
%
|
|
By:
|
Name:
|
By:
|
Name:
|
USD:
|
Bank Name: ABA:
|
Operations (Agent Notices):
|
[Fund Name] Address:
|
Credit/Legal (Public/Private):
|
[Fund Name] Address:
|
SECTION 1.
|
Exercise
.
|
X =
|
|
the number of shares of Warrant Stock to be issued to the Holder pursuant to this Section 1.3.
|
Y =
|
|
the number of shares of Warrant Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 1.3.
|
A =
|
|
the Fair Market Value (as determined pursuant to Section 1.4) of one share of Warrant Stock, as determined at the time the net issue election is made pursuant to this Section 1.3.
|
B =
|
|
the Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 1.3.
|
SECTION 2.
|
Adjustments To The Warrant Shares and Exercise Price
.
|
SECTION 4.
|
REPRESENTATIONS AND WARRANTIES OF THE HOLDER
.
|
SECTION 5.
|
DEFINITIONS
.
|
SECTION 6.
|
REGISTRATION REQUIREMENTS
|
SECTION 7.
|
MISCELLANEOUS
.
|
Enphase Energy, Inc.
_______________________________
Name: Title: |
|
|
______________________________
By:
Its:
_______________________________
Name: Title: |
|
|
|
|
Holders Name
|
|
|
|
|
(Address)
|
|
|
|
HOLDER:
|
||
|
||
|
||
|
|
|
By:
|
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
|
|
|
|
|
(Date):
|
|
|
1.
|
DEFINITIONS
|
4
|
RESERVED
|
2.
|
All Debtor’s Books relating to the foregoing, and all additions, attachments, accessories, accessions and improvements to any of the foregoing, and all substitutions, replacements or exchanges therefor, and all Proceeds, insurance claims, products, profits and other rights to payments not otherwise included in the foregoing;
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from operations before income taxes
|
|
$
|
(31,161
|
)
|
|
$
|
(22,158
|
)
|
|
$
|
(4,429
|
)
|
|
$
|
(19,309
|
)
|
|
$
|
(62,700
|
)
|
Add: Total fixed charges (per below)
|
|
4,338
|
|
|
2,771
|
|
|
2,588
|
|
|
1,438
|
|
|
3,908
|
|
|||||
Total earnings (loss)
|
|
$
|
(26,823
|
)
|
|
$
|
(19,387
|
)
|
|
$
|
(1,841
|
)
|
|
$
|
(17,871
|
)
|
|
$
|
(58,792
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest incurred
|
|
3,616
|
|
|
1,625
|
|
|
1,389
|
|
|
358
|
|
|
2,704
|
|
|||||
Amortization of debt discount and debt issuance costs
|
|
—
|
|
|
429
|
|
|
483
|
|
|
163
|
|
|
145
|
|
|||||
Portion of rental expense representative of the interest factor
|
|
722
|
|
|
717
|
|
|
716
|
|
|
917
|
|
|
1,059
|
|
|||||
Total fixed charges
|
|
$
|
4,338
|
|
|
$
|
2,771
|
|
|
$
|
2,588
|
|
|
$
|
1,438
|
|
|
$
|
3,908
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges(1)
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deficiency in the coverage of fixed charges by earnings(2)
|
|
$
|
(31,161
|
)
|
|
$
|
(22,158
|
)
|
|
$
|
(4,429
|
)
|
|
$
|
(19,309
|
)
|
|
$
|
(62,700
|
)
|
(1)
|
In each of the periods presented, earnings were not sufficient to cover fixed charges.
|
(2)
|
For purposes of these calculations, “earnings” consist of loss from operations before income taxes plus fixed charges. “Fixed charges” consist of interest expense and the estimated interest within rental expense. Interest expense resulting from the extinguishment of debt has been excluded from fixed charges.
|
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 NL B.V., a Dutch private limited liability company.
|
||
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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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/s/ Humberto Garcia
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Humberto Garcia
Vice President and Chief Financial Officer
(Principal Financial Officer)
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1.
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The Company's Annual Report on Form 10-K for the annual period ended
December 31, 2016
, 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
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Paul B. Nahi
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/s/ Humberto Garcia
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Paul B. Nahi
President and Chief Executive Officer
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Humberto Garcia
Vice President and Chief Financial Officer
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