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(Mark One)
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☒
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QUARTERLY 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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Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.00001 par value per share
|
|
ENPH
|
|
NASDAQ Global Market
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐
|
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Smaller reporting company
|
☐
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Emerging growth company
|
☐
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Page
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Item 1.
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||
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||
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|
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Item 2.
|
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Item 3.
|
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Item 4.
|
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Item 1.
|
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Item 1A.
|
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Item 2.
|
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Item 3.
|
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Item 4.
|
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Item 5.
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Item 6.
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June 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
205,959
|
|
|
$
|
106,237
|
|
Accounts receivable, net
|
97,537
|
|
|
78,938
|
|
||
Inventory
|
20,094
|
|
|
16,267
|
|
||
Prepaid expenses and other assets
|
26,261
|
|
|
20,860
|
|
||
Total current assets
|
349,851
|
|
|
222,302
|
|
||
Property and equipment, net
|
21,532
|
|
|
20,998
|
|
||
Operating lease, right of use asset
|
12,304
|
|
|
—
|
|
||
Intangible assets, net
|
32,943
|
|
|
35,306
|
|
||
Goodwill
|
24,783
|
|
|
24,783
|
|
||
Other assets
|
40,105
|
|
|
36,548
|
|
||
Total assets
|
$
|
481,518
|
|
|
$
|
339,937
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
65,989
|
|
|
$
|
48,794
|
|
Accrued liabilities
|
33,536
|
|
|
29,010
|
|
||
Deferred revenues, current
|
33,577
|
|
|
33,119
|
|
||
Warranty obligations, current
|
7,468
|
|
|
8,083
|
|
||
Debt, current
|
3,043
|
|
|
28,155
|
|
||
Total current liabilities
|
143,613
|
|
|
147,161
|
|
||
Long-term liabilities:
|
|
|
|
||||
Deferred revenues, noncurrent
|
82,288
|
|
|
76,911
|
|
||
Warranty obligations, noncurrent
|
25,526
|
|
|
23,211
|
|
||
Other liabilities
|
12,930
|
|
|
3,250
|
|
||
Debt, noncurrent
|
99,890
|
|
|
81,628
|
|
||
Total liabilities
|
364,247
|
|
|
332,161
|
|
||
Commitments and contingent liabilities (Note 9)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.00001 par value, 10,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.00001 par value, 150,000 shares and 150,000 shares authorized; and 121,950 shares and 107,035 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
449,802
|
|
|
353,335
|
|
||
Accumulated deficit
|
(332,946
|
)
|
|
(346,302
|
)
|
||
Accumulated other comprehensive income
|
414
|
|
|
742
|
|
||
Total stockholders’ equity
|
117,271
|
|
|
7,776
|
|
||
Total liabilities and stockholders’ equity
|
$
|
481,518
|
|
|
$
|
339,937
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net revenues
|
$
|
134,094
|
|
|
$
|
75,896
|
|
|
$
|
234,244
|
|
|
$
|
145,868
|
|
Cost of revenues
|
88,775
|
|
|
53,195
|
|
|
155,586
|
|
|
104,851
|
|
||||
Gross profit
|
45,319
|
|
|
22,701
|
|
|
78,658
|
|
|
41,017
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
9,604
|
|
|
9,462
|
|
|
18,128
|
|
|
17,082
|
|
||||
Sales and marketing
|
9,054
|
|
|
6,828
|
|
|
16,487
|
|
|
13,055
|
|
||||
General and administrative
|
8,583
|
|
|
6,969
|
|
|
18,463
|
|
|
13,913
|
|
||||
Restructuring charges
|
631
|
|
|
—
|
|
|
999
|
|
|
—
|
|
||||
Total operating expenses
|
27,872
|
|
|
23,259
|
|
|
54,077
|
|
|
44,050
|
|
||||
Income (loss) from operations
|
17,447
|
|
|
(558
|
)
|
|
24,581
|
|
|
(3,033
|
)
|
||||
Other expense, net
|
|
|
|
|
|
|
|
||||||||
Interest income
|
593
|
|
|
154
|
|
|
804
|
|
|
247
|
|
||||
Interest expense
|
(1,351
|
)
|
|
(2,423
|
)
|
|
(5,102
|
)
|
|
(4,809
|
)
|
||||
Other expense, net
|
(5,480
|
)
|
|
(572
|
)
|
|
(5,961
|
)
|
|
(698
|
)
|
||||
Total other expense, net
|
(6,238
|
)
|
|
(2,841
|
)
|
|
(10,259
|
)
|
|
(5,260
|
)
|
||||
Income (loss) before income taxes
|
11,209
|
|
|
(3,399
|
)
|
|
14,322
|
|
|
(8,293
|
)
|
||||
Provision for income taxes
|
(591
|
)
|
|
(339
|
)
|
|
(939
|
)
|
|
(573
|
)
|
||||
Net income (loss)
|
$
|
10,618
|
|
|
$
|
(3,738
|
)
|
|
$
|
13,383
|
|
|
$
|
(8,866
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.09
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.12
|
|
|
$
|
(0.09
|
)
|
Diluted
|
$
|
0.08
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.09
|
)
|
Shares used in per share calculation:
|
|
|
|
|
|
|
|
||||||||
Basic
|
113,677
|
|
|
97,321
|
|
|
110,951
|
|
|
94,026
|
|
||||
Diluted
|
130,737
|
|
|
97,321
|
|
|
129,400
|
|
|
94,026
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
$
|
10,618
|
|
|
$
|
(3,738
|
)
|
|
$
|
13,383
|
|
|
$
|
(8,866
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(249
|
)
|
|
15
|
|
|
(328
|
)
|
|
303
|
|
||||
Comprehensive income (loss)
|
$
|
10,369
|
|
|
$
|
(3,723
|
)
|
|
$
|
13,055
|
|
|
$
|
(8,563
|
)
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Common stock and paid-in capital
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
357,024
|
|
|
$
|
309,020
|
|
|
$
|
353,336
|
|
|
$
|
287,257
|
|
Cumulative-effect adjustment to additional paid in capital(1) and other
|
1
|
|
|
—
|
|
|
27
|
|
|
—
|
|
||||
Common stock issued under equity incentive and stock purchase plans, net
|
223
|
|
|
1,254
|
|
|
532
|
|
|
1,523
|
|
||||
Conversion of convertible notes due 2023, net
|
58,857
|
|
|
—
|
|
|
58,857
|
|
|
—
|
|
||||
Equity component of convertible notes due 2024, net
|
35,089
|
|
|
—
|
|
|
35,089
|
|
|
—
|
|
||||
Cost of convertible notes hedge related to the convertible notes due 2024
|
(36,313
|
)
|
|
—
|
|
|
(36,313
|
)
|
|
—
|
|
||||
Sale of warrants related to the convertible notes due 2024
|
29,818
|
|
|
—
|
|
|
29,818
|
|
|
—
|
|
||||
Issuance of common stock, net
|
—
|
|
|
(152
|
)
|
|
—
|
|
|
19,771
|
|
||||
Stock-based compensation expense and other
|
5,104
|
|
|
3,657
|
|
|
8,457
|
|
|
5,228
|
|
||||
Balance, end of period
|
$
|
449,803
|
|
|
$
|
313,779
|
|
|
$
|
449,803
|
|
|
$
|
313,779
|
|
|
|
|
|
|
|
|
|
||||||||
Retained earnings
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
(343,563
|
)
|
|
$
|
(339,803
|
)
|
|
$
|
(346,302
|
)
|
|
$
|
(295,727
|
)
|
Cumulative-effect adjustment to accumulated deficit(1) and other
|
(1
|
)
|
|
—
|
|
|
(27
|
)
|
|
(38,948
|
)
|
||||
Net income (loss)
|
10,618
|
|
|
(3,738
|
)
|
|
13,383
|
|
|
(8,866
|
)
|
||||
Balance, end of period
|
$
|
(332,946
|
)
|
|
$
|
(343,541
|
)
|
|
$
|
(332,946
|
)
|
|
$
|
(343,541
|
)
|
|
|
|
|
|
|
|
|
||||||||
Accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
663
|
|
|
$
|
(368
|
)
|
|
$
|
742
|
|
|
$
|
(656
|
)
|
Foreign currency translation adjustments
|
(249
|
)
|
|
15
|
|
|
(328
|
)
|
|
303
|
|
||||
Balance, end of period
|
$
|
414
|
|
|
$
|
(353
|
)
|
|
$
|
414
|
|
|
$
|
(353
|
)
|
Total stockholders' equity (deficit), ending balance
|
$
|
117,271
|
|
|
$
|
(30,115
|
)
|
|
$
|
117,271
|
|
|
$
|
(30,115
|
)
|
|
|
(1)
|
Includes the adoption of Accounting Standards Update (“ASU”) 2018-07, “Compensation - Stock Compensation: Improvements to Non-employee Share-Based Payment Accounting” on January 1, 2019 and the adoption of Accounting Standards Codification (“ASC”) No. 606, “Revenue Recognition” on January 1, 2018.
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
13,383
|
|
|
$
|
(8,866
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
7,694
|
|
|
4,469
|
|
||
Provision for doubtful accounts
|
207
|
|
|
753
|
|
||
Non-cash interest expense
|
2,266
|
|
|
1,133
|
|
||
Financing fees on extinguishment of debt
|
2,152
|
|
|
—
|
|
||
Fees paid for repurchase and exchange of convertible notes due 2023
|
6,000
|
|
|
—
|
|
||
Stock-based compensation
|
8,224
|
|
|
5,860
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(19,104
|
)
|
|
5,897
|
|
||
Inventory
|
(3,827
|
)
|
|
8,528
|
|
||
Prepaid expenses and other assets
|
(9,568
|
)
|
|
(1,551
|
)
|
||
Accounts payable, accrued and other liabilities
|
16,805
|
|
|
(3,817
|
)
|
||
Warranty obligations
|
1,699
|
|
|
1,826
|
|
||
Deferred revenues
|
5,904
|
|
|
(6,791
|
)
|
||
Net cash provided by operating activities
|
31,835
|
|
|
7,441
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(3,176
|
)
|
|
(1,475
|
)
|
||
Net cash used in investing activities
|
(3,176
|
)
|
|
(1,475
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Issuance of convertible notes due 2024, net of issuance costs
|
128,040
|
|
|
—
|
|
||
Purchase of convertible note hedges
|
(36,313
|
)
|
|
—
|
|
||
Sale of warrants
|
29,819
|
|
|
—
|
|
||
Fees paid for repurchase and exchange of convertible notes due 2023
|
(6,000
|
)
|
|
—
|
|
||
Principal payments and financing fees on debt
|
(45,122
|
)
|
|
(3,129
|
)
|
||
Proceeds from issuance of common stock, net of issuance costs
|
—
|
|
|
19,923
|
|
||
Proceeds from debt, net of issuance costs
|
—
|
|
|
5,580
|
|
||
Proceeds from issuance of common stock under employee stock plans, net
|
532
|
|
|
1,370
|
|
||
Net cash provided by financing activities
|
70,956
|
|
|
23,744
|
|
||
Effect of exchange rate changes on cash
|
107
|
|
|
(383
|
)
|
||
Net increase in cash and cash equivalents
|
99,722
|
|
|
29,327
|
|
||
Cash and cash equivalents—Beginning of period
|
106,237
|
|
|
29,144
|
|
||
Cash and cash equivalents—End of period
|
$
|
205,959
|
|
|
$
|
58,471
|
|
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
||||
Purchases of fixed assets included in accounts payable
|
$
|
1,194
|
|
|
$
|
112
|
|
Accrued interest payable unpaid upon exchange of convertible notes due 2023
|
$
|
833
|
|
|
$
|
—
|
|
|
1.
|
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
|
|
|
2.
|
REVENUE RECOGNITION
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Primary geographical markets:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
99,909
|
|
|
$
|
50,258
|
|
|
$
|
177,595
|
|
|
$
|
93,388
|
|
International
|
34,185
|
|
|
25,638
|
|
|
56,649
|
|
|
52,480
|
|
||||
Total
|
$
|
134,094
|
|
|
$
|
75,896
|
|
|
$
|
234,244
|
|
|
$
|
145,868
|
|
|
|
|
|
|
|
|
|
||||||||
Timing of revenue recognition:
|
|
|
|
|
|
|
|
||||||||
Products delivered at a point in time
|
$
|
124,336
|
|
|
$
|
65,937
|
|
|
$
|
214,736
|
|
|
$
|
125,308
|
|
Products and services delivered over time
|
9,758
|
|
|
9,959
|
|
|
19,508
|
|
|
20,560
|
|
||||
Total
|
$
|
134,094
|
|
|
$
|
75,896
|
|
|
$
|
234,244
|
|
|
$
|
145,868
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Receivables
|
$
|
97,537
|
|
|
$
|
78,938
|
|
Short-term contract assets (Prepaid expenses and other assets)
|
13,900
|
|
|
13,516
|
|
||
Long-term contract assets (Other assets)
|
36,418
|
|
|
34,148
|
|
||
Short-term contract liabilities (Deferred revenues)
|
33,577
|
|
|
33,119
|
|
||
Long-term contract liabilities (Deferred revenues)
|
82,288
|
|
|
76,911
|
|
Contract Assets
|
|
||
Balance on December 31, 2018
|
$
|
47,664
|
|
Amount recognized
|
(7,283
|
)
|
|
Increase
|
9,937
|
|
|
Balance as of June 30, 2019
|
$
|
50,318
|
|
|
Contract Liabilities
|
|
||
Balance on December 31, 2018
|
$
|
110,030
|
|
Revenue recognized
|
(19,508
|
)
|
|
Increase due to billings
|
25,343
|
|
|
Balance as of June 30, 2019
|
$
|
115,865
|
|
|
June 30,
2019 |
||
|
(In thousands)
|
||
Fiscal year:
|
|
||
2019 (remaining six months)
|
$
|
18,305
|
|
2020
|
29,968
|
|
|
2021
|
23,773
|
|
|
2022
|
18,741
|
|
|
2023
|
12,948
|
|
|
Thereafter
|
12,130
|
|
|
Total
|
$
|
115,865
|
|
3.
|
OTHER FINANCIAL INFORMATION
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Accounts receivable
|
$
|
99,881
|
|
|
$
|
81,076
|
|
Allowance for doubtful accounts
|
(2,344
|
)
|
|
(2,138
|
)
|
||
Accounts receivable, net
|
$
|
97,537
|
|
|
$
|
78,938
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
1,090
|
|
|
$
|
970
|
|
Finished goods
|
19,004
|
|
|
15,297
|
|
||
Total inventory
|
$
|
20,094
|
|
|
$
|
16,267
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Salaries, commissions, incentive compensation and benefits
|
$
|
4,559
|
|
|
$
|
4,107
|
|
Customer rebates and sales incentives
|
10,243
|
|
|
8,527
|
|
||
Freight
|
9,371
|
|
|
7,286
|
|
||
Other
|
9,363
|
|
|
9,090
|
|
||
Total accrued liabilities
|
$
|
33,536
|
|
|
$
|
29,010
|
|
4.
|
GOODWILL AND INTANGIBLE ASSETS
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Goodwill
|
$
|
24,783
|
|
|
$
|
—
|
|
|
$
|
24,783
|
|
|
$
|
24,783
|
|
|
$
|
—
|
|
|
$
|
24,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other indefinite-lived intangibles
|
$
|
286
|
|
|
$
|
—
|
|
|
$
|
286
|
|
|
$
|
286
|
|
|
$
|
—
|
|
|
$
|
286
|
|
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patents and licensed technology
|
1,665
|
|
|
(1,665
|
)
|
|
—
|
|
|
1,665
|
|
|
(1,665
|
)
|
|
—
|
|
||||||
Developed technology
|
13,100
|
|
|
(2,000
|
)
|
|
11,100
|
|
|
13,100
|
|
|
(909
|
)
|
|
12,191
|
|
||||||
Customer relationships
|
23,100
|
|
|
(1,543
|
)
|
|
21,557
|
|
|
23,100
|
|
|
(271
|
)
|
|
22,829
|
|
||||||
Total purchased intangible assets
|
$
|
38,151
|
|
|
$
|
(5,208
|
)
|
|
$
|
32,943
|
|
|
$
|
38,151
|
|
|
$
|
(2,845
|
)
|
|
$
|
35,306
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Developed technology, and patents and licensed technology
|
$
|
546
|
|
|
$
|
76
|
|
|
$
|
1,092
|
|
|
$
|
152
|
|
Customer relationships
|
635
|
|
|
—
|
|
|
1,271
|
|
|
—
|
|
||||
Total amortization expense
|
$
|
1,181
|
|
|
$
|
76
|
|
|
$
|
2,363
|
|
|
$
|
152
|
|
|
5.
|
WARRANTY OBLIGATIONS
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Warranty obligations, beginning of period
|
$
|
31,042
|
|
|
$
|
30,625
|
|
|
$
|
31,294
|
|
|
$
|
29,816
|
|
Accruals for warranties issued during period
|
1,312
|
|
|
775
|
|
|
2,170
|
|
|
1,533
|
|
||||
Changes in estimates
|
699
|
|
|
1,378
|
|
|
1,503
|
|
|
2,828
|
|
||||
Settlements
|
(2,206
|
)
|
|
(2,099
|
)
|
|
(4,502
|
)
|
|
(3,775
|
)
|
||||
Increase due to accretion expense
|
550
|
|
|
520
|
|
|
1,101
|
|
|
939
|
|
||||
Other
|
1,597
|
|
|
443
|
|
|
1,428
|
|
|
301
|
|
||||
Warranty obligations, end of period
|
32,994
|
|
|
31,642
|
|
|
32,994
|
|
|
31,642
|
|
||||
Less: current portion
|
(7,468
|
)
|
|
(8,275
|
)
|
|
(7,468
|
)
|
|
(8,275
|
)
|
||||
Noncurrent
|
$
|
25,526
|
|
|
$
|
23,367
|
|
|
$
|
25,526
|
|
|
$
|
23,367
|
|
6.
|
FAIR VALUE MEASUREMENTS
|
•
|
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 |
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
|
|
(In thousands)
|
||||||
Warranty obligations
|
|
|
|
|
|
||||
Current
|
|
|
$
|
4,298
|
|
|
$
|
4,288
|
|
Non-current
|
|
|
10,558
|
|
|
7,469
|
|
||
Total warranty obligations measured at fair value
|
Level 3
|
|
$
|
14,856
|
|
|
$
|
11,757
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
12,065
|
|
|
$
|
11,720
|
|
|
$
|
11,757
|
|
|
$
|
9,791
|
|
Accruals for warranties issued during period
|
1,312
|
|
|
775
|
|
|
2,170
|
|
|
1,533
|
|
||||
Changes in estimates
|
519
|
|
|
210
|
|
|
860
|
|
|
1,995
|
|
||||
Settlements
|
(1,188
|
)
|
|
(831
|
)
|
|
(2,460
|
)
|
|
(1,722
|
)
|
||||
Increase due to accretion expense
|
550
|
|
|
520
|
|
|
1,101
|
|
|
939
|
|
||||
Other
|
1,598
|
|
|
443
|
|
|
1,428
|
|
|
301
|
|
||||
Balance at end of period
|
$
|
14,856
|
|
|
$
|
12,837
|
|
|
$
|
14,856
|
|
|
$
|
12,837
|
|
|
|
|
|
|
|
Percent Used
(Weighted Average)
|
||
Item Measured at Fair Value
|
|
Valuation Technique
|
|
Description of Significant Unobservable Input
|
|
June 30,
2019 |
|
December 31,
2018 |
Warranty obligations for microinverters sold since January 1, 2014
|
|
Discounted cash flows
|
|
Profit element and risk premium
|
|
14%
|
|
16%
|
|
|
Credit-adjusted risk-free rate
|
|
15%
|
|
19%
|
|
7.
|
RESTRUCTURING
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Redundancy and employee severance and benefit arrangements
|
$
|
631
|
|
|
$
|
—
|
|
|
$
|
1,099
|
|
|
$
|
—
|
|
Lease loss reserves
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
||||
Total restructuring charges
|
$
|
631
|
|
|
$
|
—
|
|
|
$
|
999
|
|
|
$
|
—
|
|
|
Redundancy and Employee Severance and Benefits
|
|
Lease Loss Reserves and Contractual Obligations
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance as of December 31, 2018
|
$
|
904
|
|
|
$
|
288
|
|
|
$
|
1,192
|
|
Charges
|
1,099
|
|
|
—
|
|
|
1,099
|
|
|||
Cash payments
|
(1,350
|
)
|
|
—
|
|
|
(1,350
|
)
|
|||
Non-cash settlement and other
|
(395
|
)
|
|
(288
|
)
|
|
(683
|
)
|
|||
Balance as of June 30, 2019
|
$
|
258
|
|
|
$
|
—
|
|
|
$
|
258
|
|
|
|
Lease Loss Reserves and Contractual Obligations
|
||
|
(In thousands)
|
||
Balance as of December 31, 2018
|
$
|
1,591
|
|
Other (1)
|
(1,591
|
)
|
|
Balance as of June 30, 2019
|
$
|
—
|
|
|
|
(1)
|
Adoption of ASU 2016-02.
|
8.
|
DEBT
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Convertible notes
|
|
|
|
||||
Notes due 2024
|
$
|
132,000
|
|
|
$
|
—
|
|
Less: unamortized discount and issuance costs
|
(39,138
|
)
|
|
—
|
|
||
Carrying amount of Notes due 2024
|
92,862
|
|
|
—
|
|
||
|
|
|
|
||||
Notes due 2023
|
5,000
|
|
|
65,000
|
|
||
Less: unamortized issuance costs
|
(162
|
)
|
|
(2,361
|
)
|
||
Carrying amount of Notes due 2023
|
4,838
|
|
|
62,639
|
|
||
|
|
|
|
||||
Term loan
|
—
|
|
|
41,524
|
|
||
Less: unamortized discount and issuance costs
|
—
|
|
|
(1,059
|
)
|
||
Carrying amount of term loan
|
—
|
|
|
40,465
|
|
||
|
|
|
|
||||
Sale of long-term financing receivable recorded as debt
|
5,233
|
|
|
6,679
|
|
||
Total carrying amount of debt
|
102,933
|
|
|
109,783
|
|
||
Less: current portion term loan
|
—
|
|
|
(25,417
|
)
|
||
Less: current portion of long-term financing receivable recorded as debt
|
(3,043
|
)
|
|
(2,738
|
)
|
||
Long-term debt
|
$
|
99,890
|
|
|
$
|
81,628
|
|
|
|
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
||||
|
(In thousands)
|
||||||
Contractual interest expense
|
$
|
92
|
|
|
$
|
92
|
|
Amortization of debt discount
|
416
|
|
|
416
|
|
||
Amortization of debt issuance costs
|
45
|
|
|
45
|
|
||
Total interest cost recognized
|
$
|
553
|
|
|
$
|
553
|
|
|
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
||||
|
(In thousands)
|
||||||
Contractual interest expense
|
$
|
483
|
|
|
$
|
1,133
|
|
Amortization of debt issuance costs
|
96
|
|
|
225
|
|
||
Total interest costs recognized
|
$
|
579
|
|
|
$
|
1,358
|
|
|
9.
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
||||
|
(In thousands)
|
||||||
Operating lease costs
|
$
|
564
|
|
|
$
|
1,063
|
|
|
June 30,
2019 |
||
|
(In thousands)
|
||
Operating lease liabilities, current (Accrued liabilities)
|
$
|
3,007
|
|
Operating lease liabilities, noncurrent (Other liabilities)
|
11,305
|
|
|
Total operating lease liabilities
|
$
|
14,312
|
|
Supplemental lease information:
|
|
Weighted average remaining lease term
|
5.9 years
|
Weighted average discount rate
|
8.6%
|
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
||||
|
(In thousands)
|
||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows from operating leases
|
$
|
857
|
|
|
$
|
1,594
|
|
|
|
|
|
||||
Non-cash investing activities:
|
|
|
|
||||
Lease liabilities arising from obtaining right-of-use assets
|
$
|
4,834
|
|
|
$
|
4,834
|
|
|
Lease Amounts
|
||
|
(In thousands)
|
||
Year:
|
|
||
2019 (remaining six months)
|
$
|
2,060
|
|
2020
|
4,193
|
|
|
2021
|
4,274
|
|
|
2022
|
2,966
|
|
|
2023
|
2,231
|
|
|
2024 and thereafter
|
1,675
|
|
|
Total lease payments
|
17,399
|
|
|
Less: imputed lease interest
|
(3,087
|
)
|
|
Total lease liabilities
|
$
|
14,312
|
|
|
|
Lease Amounts
|
||
|
(In thousands)
|
||
Year:
|
|
||
2019
|
$
|
3,738
|
|
2020
|
3,532
|
|
|
2021
|
3,276
|
|
|
2022
|
1,810
|
|
|
2023
|
945
|
|
|
Thereafter
|
1,252
|
|
|
Total
|
14,553
|
|
|
Sublease income to be recognized in the future under noncancelable subleases
|
(922
|
)
|
|
Net operating lease minimum payments
|
$
|
13,631
|
|
10.
|
STOCK-BASED COMPENSATION
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Cost of revenues
|
$
|
386
|
|
|
$
|
417
|
|
|
$
|
617
|
|
|
$
|
615
|
|
Research and development
|
1,128
|
|
|
1,149
|
|
|
1,844
|
|
|
1,767
|
|
||||
Sales and marketing
|
1,360
|
|
|
997
|
|
|
2,359
|
|
|
1,358
|
|
||||
General and administrative
|
1,729
|
|
|
1,725
|
|
|
3,017
|
|
|
2,120
|
|
||||
Restructuring
|
332
|
|
|
—
|
|
|
387
|
|
|
—
|
|
||||
Total
|
$
|
4,935
|
|
|
$
|
4,288
|
|
|
$
|
8,224
|
|
|
$
|
5,860
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Stock options, RSUs, and PSUs
|
$
|
4,760
|
|
|
$
|
3,975
|
|
|
$
|
7,982
|
|
|
$
|
5,293
|
|
Employee stock purchase plan
|
175
|
|
|
313
|
|
|
242
|
|
|
567
|
|
||||
Total
|
$
|
4,935
|
|
|
$
|
4,288
|
|
|
$
|
8,224
|
|
|
$
|
5,860
|
|
•
|
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.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Weighted average grant date fair value
|
$
|
9.16
|
|
|
$
|
3.51
|
|
|
$
|
9.16
|
|
|
$
|
2.74
|
|
Expected term (in years)
|
3.8
|
|
|
3.8
|
|
|
3.8
|
|
|
4.0
|
|
||||
Expected volatility
|
89.1
|
%
|
|
89.7
|
%
|
|
89.1
|
%
|
|
88.1
|
%
|
||||
Annual risk-free rate of return
|
2.1
|
%
|
|
2.7
|
%
|
|
2.1
|
%
|
|
2.6
|
%
|
||||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
Number of
Shares Outstanding |
|
Weighted-
Average Exercise Price per Share |
|
Weighted-
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value (1) |
|||||
|
(In thousands)
|
|
|
|
(Years)
|
|
(In thousands)
|
|||||
Outstanding at December 31, 2018
|
6,772
|
|
|
$
|
1.76
|
|
|
|
|
|
||
Granted
|
43
|
|
|
14.58
|
|
|
|
|
|
|||
Exercised
|
(2,058
|
)
|
|
1.15
|
|
|
|
|
$
|
17,481
|
|
|
Canceled
|
(74
|
)
|
|
5.14
|
|
|
|
|
|
|||
Outstanding at June 30, 2019
|
4,683
|
|
|
2.10
|
|
|
4.8
|
|
75,539
|
|
||
Vested and expected to vest at June 30, 2019
|
4,683
|
|
|
2.10
|
|
|
4.8
|
|
75,539
|
|
||
Exercisable at June 30, 2019
|
3,048
|
|
|
2.31
|
|
|
4.5
|
|
48,534
|
|
|
|
(1)
|
The intrinsic value of options exercised is based upon the value of the Company’s stock at exercise. The intrinsic value of options outstanding, vested and expected to vest, and exercisable as of June 30, 2019 is based on the closing price of the Company’s stock fair value on June 30, 2019 or the earlier of the last trading day prior to June 30, 2019, if June 30, 2019 is a non-trading day. The Company’s stock fair value used in this computation was $18.23 per share.
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number of
Shares |
|
Weighted-
Average Remaining Life |
|
Weighted-
Average Exercise Price |
|
Number of
Shares |
|
Weighted-
Average Exercise Price |
||||||
|
|
(In thousands)
|
|
(Years)
|
|
|
|
(In thousands)
|
|
|
||||||
$0.64 —– $1.14
|
|
930
|
|
|
5.4
|
|
$
|
0.84
|
|
|
603
|
|
|
$
|
0.80
|
|
$1.29 —– $1.29
|
|
1,000
|
|
|
5.3
|
|
1.29
|
|
|
438
|
|
|
1.29
|
|
||
$1.31 —– $1.31
|
|
1,652
|
|
|
4.8
|
|
1.31
|
|
|
1,192
|
|
|
1.31
|
|
||
$1.37 —– $7.50
|
|
951
|
|
|
3.8
|
|
4.08
|
|
|
704
|
|
|
4.66
|
|
||
$7.68 —– $14.58
|
|
150
|
|
|
3.9
|
|
11.38
|
|
|
111
|
|
|
10.25
|
|
||
Total
|
|
4,683
|
|
|
4.8
|
|
2.10
|
|
|
3,048
|
|
|
2.31
|
|
|
|
Number of
Shares Outstanding |
|
Weighted-
Average Fair Value per Share at Grant Date |
|
Weighted-
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value (1) |
|||||
|
(In thousands)
|
|
|
|
(Years)
|
|
(In thousands)
|
|||||
Outstanding at December 31, 2018
|
4,352
|
|
|
$
|
3.52
|
|
|
|
|
|
||
Granted
|
1,682
|
|
|
9.07
|
|
|
|
|
|
|||
Vested
|
(1,044
|
)
|
|
3.85
|
|
|
|
|
$
|
11,078
|
|
|
Canceled
|
(399
|
)
|
|
4.62
|
|
|
|
|
|
|||
Outstanding at June 30, 2019
|
4,591
|
|
|
5.39
|
|
|
1.4
|
|
83,691
|
|
||
Expected to vest at June 30, 2019
|
4,591
|
|
|
5.39
|
|
|
1.4
|
|
83,691
|
|
|
|
(1)
|
The intrinsic value of RSUs vested is based upon the value of the Company’s stock when vested. The intrinsic value of RSUs outstanding and expected to vest as of June 30, 2019 is based on the closing price of the Company’s stock on June 30, 2019 or the earlier of the last trading day prior to June 30, 2019, if June 30, 2019 is a non-trading day. The Company’s stock fair value used in this computation was $18.23 per share.
|
|
Number of
Shares Outstanding |
|
Weighted-
Average Fair Value per Share at Grant Date |
|
Weighted-
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value (1) |
|||||
|
(In thousands)
|
|
|
|
(Years)
|
|
(In thousands)
|
|||||
Outstanding at December 31, 2018
|
1,330
|
|
|
$
|
4.66
|
|
|
|
|
|
||
Granted
|
1,046
|
|
|
9.40
|
|
|
|
|
|
|||
Vested
|
(1,026
|
)
|
|
4.63
|
|
|
|
|
$
|
9,925
|
|
|
Canceled
|
(355
|
)
|
|
4.98
|
|
|
|
|
|
|||
Outstanding at June 30, 2019
|
995
|
|
|
9.55
|
|
|
0.7
|
|
18,137
|
|
|
|
(1)
|
The intrinsic value of PSUs vested is based upon the value of the Company’s stock when vested. The intrinsic value of PSUs outstanding and expected to vest as of June 30, 2019 is based on the closing price of the Company’s stock on June 30, 2019 or the earlier of the last trading day prior to June 30, 2019, if June 30, 2019 is a non-trading day. The Company’s stock fair value used in this computation was $18.23 per share.
|
11.
|
INCOME TAXES
|
|
12.
|
NET INCOME (LOSS) PER SHARE
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
10,618
|
|
|
$
|
(3,738
|
)
|
|
$
|
13,383
|
|
|
$
|
(8,866
|
)
|
Notes due 2023 interest and financing costs, net
|
430
|
|
|
—
|
|
|
1,006
|
|
|
—
|
|
||||
Adjusted net income (loss)
|
$
|
11,048
|
|
|
$
|
(3,738
|
)
|
|
$
|
14,389
|
|
|
$
|
(8,866
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Shares used in basic per share amounts:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
113,677
|
|
|
97,321
|
|
|
110,951
|
|
|
94,026
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Shares used in diluted per share amounts:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
113,677
|
|
|
97,321
|
|
|
110,951
|
|
|
94,026
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Employee stock-based awards
|
8,326
|
|
|
—
|
|
|
8,240
|
|
|
—
|
|
||||
Notes due 2023
|
8,734
|
|
|
—
|
|
|
10,209
|
|
|
—
|
|
||||
Weighted average common shares outstanding for diluted calculation
|
130,737
|
|
|
97,321
|
|
|
129,400
|
|
|
94,026
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net income (loss) per share
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share, basic
|
$
|
0.09
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.12
|
|
|
$
|
(0.09
|
)
|
Net income (loss) per share, diluted
|
$
|
0.08
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.09
|
)
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||||||
Employee stock-based awards
|
66
|
|
|
13,812
|
|
|
77
|
|
|
12,949
|
|
13.
|
RELATED PARTY
|
|
|
|
Three Months Ended
June 30, |
|
Change in
|
|
Six Months Ended
June 30, |
|
Change in
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||||
Cost of revenues
|
$
|
88,775
|
|
|
$
|
53,195
|
|
|
$
|
35,580
|
|
|
67
|
%
|
|
$
|
155,586
|
|
|
$
|
104,851
|
|
|
$
|
50,735
|
|
|
48
|
%
|
Gross profit
|
45,319
|
|
|
22,701
|
|
|
22,618
|
|
|
100
|
%
|
|
78,658
|
|
|
41,017
|
|
|
37,641
|
|
|
92
|
%
|
||||||
Gross margin
|
33.8
|
%
|
|
29.9
|
%
|
|
|
|
|
|
|
33.6
|
%
|
|
28.1
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Change in
|
|
Six Months Ended
June 30, |
|
Change in
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||||
General and administrative
|
$
|
8,583
|
|
|
$
|
6,969
|
|
|
$
|
1,614
|
|
|
23
|
%
|
|
$
|
18,463
|
|
|
$
|
13,913
|
|
|
$
|
4,550
|
|
|
33
|
%
|
|
|
**
|
Not meaningful
|
|
|
Three Months Ended
June 30, |
|
Change in
|
|
Six Months Ended
June 30, |
|
Change in
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||||
Interest income
|
$
|
593
|
|
|
$
|
154
|
|
|
$
|
439
|
|
|
285
|
%
|
|
$
|
804
|
|
|
$
|
247
|
|
|
$
|
557
|
|
|
226
|
%
|
Interest expense
|
(1,351
|
)
|
|
(2,423
|
)
|
|
1,072
|
|
|
(44
|
)%
|
|
(5,102
|
)
|
|
(4,809
|
)
|
|
(293
|
)
|
|
6
|
%
|
||||||
Other expense, net
|
(5,480
|
)
|
|
(572
|
)
|
|
(4,908
|
)
|
|
858
|
%
|
|
(5,961
|
)
|
|
(698
|
)
|
|
(5,263
|
)
|
|
754
|
%
|
||||||
Total other expense, net
|
$
|
(6,238
|
)
|
|
$
|
(2,841
|
)
|
|
$
|
(3,397
|
)
|
|
120
|
%
|
|
$
|
(10,259
|
)
|
|
$
|
(5,260
|
)
|
|
$
|
(4,999
|
)
|
|
95
|
%
|
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
31,835
|
|
|
$
|
7,441
|
|
Net cash used in investing activities
|
(3,176
|
)
|
|
(1,475
|
)
|
||
Net cash provided by financing activities
|
70,956
|
|
|
23,744
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
2019 (remaining six months)
|
|
2020-2021
|
|
2022-2023
|
|
Beyond 2023
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating leases
|
$
|
14,312
|
|
|
$
|
1,457
|
|
|
$
|
6,774
|
|
|
$
|
4,574
|
|
|
$
|
1,507
|
|
Notes due 2023 principal and interest
|
6,000
|
|
|
200
|
|
|
400
|
|
|
5,400
|
|
|
—
|
|
|||||
Notes due 2024 principal and interest
|
138,600
|
|
|
642
|
|
|
2,640
|
|
|
2,640
|
|
|
132,678
|
|
|||||
Purchase obligations (1)
|
55,475
|
|
|
55,475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
214,387
|
|
|
$
|
57,774
|
|
|
$
|
9,814
|
|
|
$
|
12,614
|
|
|
$
|
134,185
|
|
|
|
(1)
|
Purchase obligations include amounts related to component inventory that our primary contract manufacturer procures on our behalf in accordance with our production forecast as well as other inventory related purchase commitments. 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.
|
|
|
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
4.1
|
|
|
8-K
|
|
001-35480
|
|
4.1
|
|
6/5/2019
|
|
|
|
4.2
|
|
|
8-K
|
|
001-35480
|
|
4.2
|
|
6/5/2019
|
|
|
|
10.1
|
|
|
8-K
|
|
001-35480
|
|
10.1
|
|
6/5/2019
|
|
|
|
10.2
|
|
|
8-K
|
|
001-35480
|
|
10.2
|
|
6/5/2019
|
|
|
|
10.3
|
|
|
8-K
|
|
001-35480
|
|
10.3
|
|
6/5/2019
|
|
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.SCH
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XBRL Taxonomy Extension Schema Document.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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XBRL Taxonomy Extension Presentation Document.
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*
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The certifications attached as Exhibit 32.1 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by Enphase Energy, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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ENPHASE ENERGY, INC.
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By:
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/s/ Eric Branderiz
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Eric Branderiz
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Vice President and Chief Financial Officer
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(Duly Authorized Officer)
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1.
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I have reviewed this Form 10-Q of Enphase Energy, Inc.;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer(s) 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 15(d)-15(f)) for the registrant and have:
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a.
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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/ BADRINARAYANAN KOTHANDARAMAN
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Badrinarayanan Kothandaraman
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President and Chief Executive Officer
(Principal Executive Officer) |
1.
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I have reviewed this Form 10-Q of Enphase Energy, Inc.;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer(s) 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 15(d)-15(f)) for the registrant and have:
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a.
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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/ ERIC BRANDERIZ
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Eric Branderiz
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Vice President and Chief Financial Officer
(Principal Financial Officer) |
/s/ BADRINARAYANAN KOTHANDARAMAN
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/s/ ERIC BRANDERIZ
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Badrinarayanan Kothandaraman
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Eric Branderiz
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President and Chief Executive Officer
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Vice President and Chief Financial Officer
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