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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)
|
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Name of each exchange on which registered
|
Common Stock, $0.00001 par value per share
|
|
ENPH
|
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Nasdaq Global Market
|
Large accelerated filer
|
☒
|
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Accelerated filer
|
☐
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Non-accelerated filer
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☐
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Smaller reporting company
|
☐
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Emerging growth company
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☐
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Page
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As of
|
||||||
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March 31,
2020 |
|
December 31,
2019 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
549,144
|
|
|
$
|
251,409
|
|
Restricted cash
|
44,700
|
|
|
44,700
|
|
||
Accounts receivable, net of allowances of $374 and $564 at March 31, 2020 and December 31, 2019, respectively
|
95,484
|
|
|
145,413
|
|
||
Inventory
|
34,617
|
|
|
32,056
|
|
||
Prepaid expenses and other assets
|
27,752
|
|
|
26,079
|
|
||
Total current assets
|
751,697
|
|
|
499,657
|
|
||
Property and equipment, net
|
30,500
|
|
|
28,936
|
|
||
Operating lease, right of use asset
|
11,986
|
|
|
10,117
|
|
||
Intangible assets, net
|
29,332
|
|
|
30,579
|
|
||
Goodwill
|
24,783
|
|
|
24,783
|
|
||
Other assets
|
47,798
|
|
|
44,620
|
|
||
Deferred tax assets, net
|
86,806
|
|
|
74,531
|
|
||
Convertible notes hedge
|
47,885
|
|
|
—
|
|
||
Total assets
|
$
|
1,030,787
|
|
|
$
|
713,223
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
34,538
|
|
|
$
|
57,474
|
|
Accrued liabilities
|
49,817
|
|
|
47,092
|
|
||
Deferred revenues, current
|
39,022
|
|
|
81,783
|
|
||
Warranty obligations, current (includes $6,578 and $6,794 measured at fair value at March 31, 2020 and December 31, 2019, respectively)
|
9,678
|
|
|
10,078
|
|
||
Debt, current
|
100,567
|
|
|
2,884
|
|
||
Total current liabilities
|
233,622
|
|
|
199,311
|
|
||
Long-term liabilities:
|
|
|
|
||||
Deferred revenues, noncurrent
|
106,205
|
|
|
100,204
|
|
||
Warranty obligations, noncurrent (includes $13,847 and $13,012 measured at fair value at March 31, 2020 and December 31, 2019, respectively)
|
27,823
|
|
|
27,020
|
|
||
Other liabilities
|
13,077
|
|
|
11,817
|
|
||
Debt, noncurrent (1)
|
295,216
|
|
|
102,659
|
|
||
Warrants liability
|
38,637
|
|
|
—
|
|
||
Total liabilities
|
714,580
|
|
|
441,011
|
|
||
Commitments and contingent liabilities (Note 9)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.00001 par value, 150,000 shares and 150,000 shares authorized; and 125,072 shares and 123,109 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
433,542
|
|
|
458,315
|
|
||
Accumulated deficit
|
(116,245
|
)
|
|
(185,181
|
)
|
||
Accumulated other comprehensive loss
|
(1,091
|
)
|
|
(923
|
)
|
||
Total stockholders’ equity
|
316,207
|
|
|
272,212
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,030,787
|
|
|
$
|
713,223
|
|
|
|
(1)
|
Debt, noncurrent balance as of March 31, 2020, includes Convertible Notes due 2025 embedded derivative balance of $45.1 million. See Note 8, “Debt,” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for further details.
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net revenues
|
$
|
205,545
|
|
|
$
|
100,150
|
|
Cost of revenues
|
124,870
|
|
|
66,811
|
|
||
Gross profit
|
80,675
|
|
|
33,339
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
11,876
|
|
|
8,524
|
|
||
Sales and marketing
|
11,772
|
|
|
7,433
|
|
||
General and administrative
|
12,315
|
|
|
9,880
|
|
||
Restructuring charges
|
—
|
|
|
368
|
|
||
Total operating expenses
|
35,963
|
|
|
26,205
|
|
||
Income from operations
|
44,712
|
|
|
7,134
|
|
||
Other income (expense), net
|
|
|
|
||||
Interest income
|
1,091
|
|
|
211
|
|
||
Interest expense
|
(3,155
|
)
|
|
(3,751
|
)
|
||
Other expense, net
|
(924
|
)
|
|
(481
|
)
|
||
Change in fair value of derivatives
|
15,344
|
|
|
—
|
|
||
Total other income (expense), net
|
12,356
|
|
|
(4,021
|
)
|
||
Income before income taxes
|
57,068
|
|
|
3,113
|
|
||
Income tax benefit (provision)
|
11,868
|
|
|
(348
|
)
|
||
Net income
|
$
|
68,936
|
|
|
$
|
2,765
|
|
Net income per share:
|
|
|
|
||||
Basic
|
$
|
0.56
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.50
|
|
|
$
|
0.02
|
|
Shares used in per share calculation:
|
|
|
|
||||
Basic
|
123,531
|
|
|
108,195
|
|
||
Diluted
|
138,104
|
|
|
115,863
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net income
|
$
|
68,936
|
|
|
$
|
2,765
|
|
Other comprehensive loss:
|
|
|
|
||||
Foreign currency translation adjustments
|
(168
|
)
|
|
(79
|
)
|
||
Comprehensive income
|
$
|
68,768
|
|
|
$
|
2,686
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Common stock and paid-in capital
|
|
|
|
||||
Balance, beginning of period
|
$
|
458,316
|
|
|
$
|
353,336
|
|
Cumulative-effect adjustment to additional paid in capital(1)
|
—
|
|
|
26
|
|
||
Issuance of common stock from exercise of equity awards
|
1,979
|
|
|
1,664
|
|
||
Payment of withholding taxes related to net share settlement of equity awards
|
(34,267
|
)
|
|
(1,355
|
)
|
||
Stock-based compensation expense and other
|
7,515
|
|
|
3,353
|
|
||
Balance, end of period
|
$
|
433,543
|
|
|
$
|
357,024
|
|
|
|
|
|
||||
Accumulated deficit
|
|
|
|
||||
Balance, beginning of period
|
$
|
(185,181
|
)
|
|
$
|
(346,302
|
)
|
Cumulative-effect adjustment to accumulated deficit(1) and other
|
—
|
|
|
(26
|
)
|
||
Net income
|
68,936
|
|
|
2,765
|
|
||
Balance, end of period
|
$
|
(116,245
|
)
|
|
$
|
(343,563
|
)
|
|
|
|
|
||||
Accumulated other comprehensive income (loss)
|
|
|
|
||||
Balance, beginning of period
|
$
|
(923
|
)
|
|
$
|
742
|
|
Foreign currency translation adjustments
|
(168
|
)
|
|
(79
|
)
|
||
Balance, end of period
|
$
|
(1,091
|
)
|
|
$
|
663
|
|
Total stockholders' equity, ending balance
|
$
|
316,207
|
|
|
$
|
14,124
|
|
|
|
(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.
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
68,936
|
|
|
$
|
2,765
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,844
|
|
|
3,572
|
|
||
Provision for doubtful accounts
|
104
|
|
|
—
|
|
||
Non-cash interest expense
|
2,722
|
|
|
1,490
|
|
||
Financing fees on extinguishment of debt
|
—
|
|
|
2,152
|
|
||
Stock-based compensation
|
7,515
|
|
|
3,290
|
|
||
Change in fair value of derivatives
|
(15,344
|
)
|
|
—
|
|
||
Deferred income taxes
|
(12,500
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
49,637
|
|
|
(3,266
|
)
|
||
Inventory
|
(2,560
|
)
|
|
3,296
|
|
||
Prepaid expenses and other assets
|
(5,009
|
)
|
|
(2,413
|
)
|
||
Accounts payable, accrued and other liabilities
|
(22,066
|
)
|
|
4,851
|
|
||
Warranty obligations
|
403
|
|
|
(252
|
)
|
||
Deferred revenues
|
(36,460
|
)
|
|
1,578
|
|
||
Net cash provided by operating activities
|
39,222
|
|
|
17,063
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(3,353
|
)
|
|
(658
|
)
|
||
Net cash used in investing activities
|
(3,353
|
)
|
|
(658
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Issuance of convertible notes, net of issuance costs
|
313,011
|
|
|
—
|
|
||
Purchase of convertible note hedges
|
(89,056
|
)
|
|
—
|
|
||
Sale of warrants
|
71,552
|
|
|
—
|
|
||
Principal payments and financing fees on debt
|
(1,148
|
)
|
|
(44,731
|
)
|
||
Proceeds from exercise of equity awards and employee stock purchase plan
|
1,979
|
|
|
1,664
|
|
||
Payment of withholding taxes related to net share settlement of equity awards
|
(34,267
|
)
|
|
(1,355
|
)
|
||
Net cash provided by (used in) financing activities
|
262,071
|
|
|
(44,422
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(205
|
)
|
|
(133
|
)
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
297,735
|
|
|
(28,150
|
)
|
||
Cash, cash equivalents and restricted cash—Beginning of period
|
296,109
|
|
|
106,237
|
|
||
Cash, cash equivalents and restricted cash—End of period
|
$
|
593,844
|
|
|
$
|
78,087
|
|
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
|
|
|
|
||||
Cash and cash equivalents
|
549,144
|
|
|
78,087
|
|
||
Restricted cash
|
44,700
|
|
|
—
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
593,844
|
|
|
$
|
78,087
|
|
|
|
|
|
||||
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
||||
Purchases of fixed assets included in accounts payable
|
$
|
585
|
|
|
$
|
458
|
|
Convertible senior note issuance costs included in accounts payable and accrued expense
|
$
|
591
|
|
|
$
|
—
|
|
|
1.
|
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
|
|
2.
|
REVENUE RECOGNITION
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Primary geographical markets:
|
|
|
|
||||
United States
|
$
|
179,600
|
|
|
$
|
77,686
|
|
International
|
25,945
|
|
|
22,464
|
|
||
Total
|
$
|
205,545
|
|
|
$
|
100,150
|
|
|
|
|
|
||||
Timing of revenue recognition:
|
|
|
|
||||
Products delivered at a point in time
|
$
|
194,679
|
|
|
$
|
90,400
|
|
Products and services delivered over time
|
10,866
|
|
|
9,750
|
|
||
Total
|
$
|
205,545
|
|
|
$
|
100,150
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(In thousands)
|
||||||
Receivables
|
$
|
95,484
|
|
|
$
|
145,413
|
|
Short-term contract assets (Prepaid expenses and other assets)
|
15,928
|
|
|
15,055
|
|
||
Long-term contract assets (Other assets)
|
45,361
|
|
|
42,087
|
|
||
Short-term contract liabilities (Deferred revenues)
|
39,022
|
|
|
81,783
|
|
||
Long-term contract liabilities (Deferred revenues)
|
106,205
|
|
|
100,204
|
|
Contract Assets
|
|
||
Balance on December 31, 2019
|
$
|
57,142
|
|
Amount recognized
|
(4,140
|
)
|
|
Increase
|
8,287
|
|
|
Balance as of March 31, 2020
|
$
|
61,289
|
|
Contract Liabilities
|
|
||
Balance on December 31, 2019
|
$
|
181,987
|
|
Revenue recognized
|
(55,373
|
)
|
|
Increase due to billings
|
18,613
|
|
|
Balance as of March 31, 2020
|
$
|
145,227
|
|
|
|
March 31,
2020 |
||
|
(In thousands)
|
||
Fiscal year:
|
|
||
2020 (remaining nine months)
|
$
|
30,514
|
|
2021
|
33,553
|
|
|
2022
|
28,527
|
|
|
2023
|
22,743
|
|
|
2024
|
17,566
|
|
|
Thereafter
|
12,324
|
|
|
Total
|
$
|
145,227
|
|
3.
|
OTHER FINANCIAL INFORMATION
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(In thousands)
|
||||||
Accounts receivable
|
$
|
95,858
|
|
|
$
|
145,977
|
|
Allowance for doubtful accounts
|
(374
|
)
|
|
(564
|
)
|
||
Accounts receivable, net
|
$
|
95,484
|
|
|
$
|
145,413
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(In thousands)
|
||||||
Balance, at beginning of the period
|
$
|
564
|
|
|
$
|
2,138
|
|
Net charges to expenses
|
104
|
|
|
217
|
|
||
Write-offs, net of recoveries
|
(294
|
)
|
|
(1,791
|
)
|
||
Balance, at end of the period
|
$
|
374
|
|
|
$
|
564
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
5,018
|
|
|
$
|
4,197
|
|
Finished goods
|
29,599
|
|
|
27,859
|
|
||
Total inventory
|
$
|
34,617
|
|
|
$
|
32,056
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(In thousands)
|
||||||
Salaries, commissions, incentive compensation and benefits
|
$
|
9,200
|
|
|
$
|
5,524
|
|
Customer rebates and sales incentives
|
21,601
|
|
|
24,198
|
|
||
Freight
|
3,734
|
|
|
4,908
|
|
||
Operating lease liabilities, current
|
3,511
|
|
|
3,170
|
|
||
Other
|
11,771
|
|
|
9,292
|
|
||
Total accrued liabilities
|
$
|
49,817
|
|
|
$
|
47,092
|
|
4.
|
GOODWILL AND INTANGIBLE ASSETS
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Developed technology
|
13,100
|
|
|
(3,639
|
)
|
|
9,461
|
|
|
13,100
|
|
|
(3,093
|
)
|
|
10,007
|
|
||||||
Customer relationships
|
23,100
|
|
|
(3,515
|
)
|
|
19,585
|
|
|
23,100
|
|
|
(2,814
|
)
|
|
20,286
|
|
||||||
Total purchased intangible assets
|
$
|
36,486
|
|
|
$
|
(7,154
|
)
|
|
$
|
29,332
|
|
|
$
|
36,486
|
|
|
$
|
(5,907
|
)
|
|
$
|
30,579
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Developed technology, and patents and licensed technology
|
$
|
546
|
|
|
$
|
546
|
|
Customer relationships
|
701
|
|
|
636
|
|
||
Total amortization expense
|
$
|
1,247
|
|
|
$
|
1,182
|
|
5.
|
WARRANTY OBLIGATIONS
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Warranty obligations, beginning of period
|
$
|
37,098
|
|
|
$
|
31,294
|
|
Accruals for warranties issued during period
|
1,524
|
|
|
858
|
|
||
Changes in estimates
|
1,677
|
|
|
804
|
|
||
Settlements
|
(3,270
|
)
|
|
(2,296
|
)
|
||
Increase due to accretion expense
|
774
|
|
|
551
|
|
||
Other
|
(302
|
)
|
|
(169
|
)
|
||
Warranty obligations, end of period
|
37,501
|
|
|
31,042
|
|
||
Less: current portion
|
(9,678
|
)
|
|
(7,925
|
)
|
||
Noncurrent
|
$
|
27,823
|
|
|
$
|
23,117
|
|
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.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
(In thousands)
|
||||||||||||||
|
Level 2
|
|
Level 3
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Convertible notes hedge
|
$
|
47,885
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Debt, non-current
|
|
|
|
|
|
|
|
||||||||
Convertible notes embedded derivative
|
45,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Warrants liability
|
38,637
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Warranty obligations
|
|
|
|
|
|
|
|
||||||||
Current
|
—
|
|
|
6,578
|
|
|
—
|
|
|
6,794
|
|
||||
Non-current
|
—
|
|
|
13,847
|
|
|
—
|
|
|
13,012
|
|
||||
Total warranty obligations measured at fair value
|
—
|
|
|
20,425
|
|
|
—
|
|
|
19,806
|
|
||||
Total liabilities measured at fair value
|
$
|
83,737
|
|
|
$
|
20,425
|
|
|
$
|
—
|
|
|
$
|
19,806
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Balance at beginning of period
|
$
|
19,806
|
|
|
$
|
11,757
|
|
Accruals for warranties issued during period
|
1,524
|
|
|
858
|
|
||
Changes in estimates
|
615
|
|
|
341
|
|
||
Settlements
|
(1,993
|
)
|
|
(1,272
|
)
|
||
Increase due to accretion expense
|
774
|
|
|
551
|
|
||
Other
|
(301
|
)
|
|
(170
|
)
|
||
Balance at end of period
|
$
|
20,425
|
|
|
$
|
12,065
|
|
|
|
|
|
|
|
Percent Used
(Weighted Average)
|
||
Item Measured at Fair Value
|
|
Valuation Technique
|
|
Description of Significant Unobservable Input
|
|
March 31,
2020 |
|
December 31,
2019 |
Warranty obligations for microinverters sold since January 1, 2014
|
|
Discounted cash flows
|
|
Profit element and risk premium
|
|
15%
|
|
14%
|
|
|
Credit-adjusted risk-free rate
|
|
16%
|
|
16%
|
7.
|
RESTRUCTURING
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Redundancy and employee severance and benefit arrangements
|
$
|
—
|
|
|
$
|
468
|
|
Lease loss reserves
|
—
|
|
|
(100
|
)
|
||
Total restructuring charges
|
$
|
—
|
|
|
$
|
368
|
|
|
8.
|
DEBT
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(In thousands)
|
||||||
Convertible notes
|
|
|
|
||||
Notes due 2025
|
$
|
320,000
|
|
|
$
|
—
|
|
Less: unamortized discount and issuance costs
|
(75,450
|
)
|
|
—
|
|
||
Carrying amount of Notes due 2025
|
244,550
|
|
|
—
|
|
||
|
|
|
|
||||
Notes due 2025 embedded derivative
|
45,100
|
|
|
—
|
|
||
|
|
|
|
||||
Notes due 2024
|
132,000
|
|
|
132,000
|
|
||
Less: unamortized discount and issuance costs
|
(34,087
|
)
|
|
(35,815
|
)
|
||
Carrying amount of Notes due 2024
|
97,913
|
|
|
96,185
|
|
||
|
|
|
|
||||
Notes due 2023
|
5,000
|
|
|
5,000
|
|
||
Less: unamortized issuance costs
|
(132
|
)
|
|
(143
|
)
|
||
Carrying amount of Notes due 2023
|
4,868
|
|
|
4,857
|
|
||
|
|
|
|
||||
Sale of long-term financing receivable recorded as debt
|
3,352
|
|
|
4,501
|
|
||
Total carrying amount of debt
|
395,783
|
|
|
105,543
|
|
||
Less: current portion of convertible notes and long-term financing receivable recorded as debt
|
(100,567
|
)
|
|
(2,884
|
)
|
||
Long-term debt
|
$
|
295,216
|
|
|
$
|
102,659
|
|
|
Convertible note embedded derivative
|
|
||
Fair value as of March 09, 2020
|
$
|
68,700
|
|
Change in the fair value
|
(23,600
|
)
|
|
Fair value as of March 31, 2020
|
$
|
45,100
|
|
|
|
Three Months Ended
March 31, 2020 |
||
|
(In thousands)
|
||
Contractual interest expense
|
$
|
49
|
|
Amortization of debt discount
|
743
|
|
|
Amortization of debt issuance costs
|
87
|
|
|
Total interest cost recognized
|
$
|
879
|
|
|
|
Convertible notes hedge
|
|
Warrants liability
|
||||
|
(In thousands)
|
||||||
Fair value as of March 09, 2020
|
$
|
89,056
|
|
|
$
|
71,552
|
|
Change in the fair value
|
(41,171
|
)
|
|
(32,915
|
)
|
||
Fair value as of March 31, 2020
|
$
|
47,885
|
|
|
$
|
38,637
|
|
|
|
Three Months Ended
March 31, 2020 |
||
|
(In thousands)
|
||
Contractual interest expense
|
$
|
330
|
|
Amortization of debt discount
|
1,562
|
|
|
Amortization of debt issuance costs
|
166
|
|
|
Total interest cost recognized
|
$
|
2,058
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Contractual interest expense
|
$
|
50
|
|
|
$
|
650
|
|
Amortization of debt issuance costs
|
10
|
|
|
129
|
|
||
Total interest costs recognized
|
$
|
60
|
|
|
$
|
779
|
|
|
9.
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Operating lease costs
|
$
|
1,222
|
|
|
$
|
499
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(In thousands)
|
||||||
Operating lease liabilities, current (Accrued liabilities)
|
$
|
3,511
|
|
|
$
|
3,170
|
|
Operating lease liabilities, noncurrent (Other liabilities)
|
10,972
|
|
|
9,542
|
|
||
Total operating lease liabilities
|
$
|
14,483
|
|
|
$
|
12,712
|
|
|
|
|
|
||||
Supplemental lease information:
|
|
|
|
||||
Weighted average remaining lease term
|
5.6 years
|
|
5.5 years
|
||||
Weighted average discount rate
|
8.3%
|
|
8.6%
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows from operating leases
|
$
|
1,014
|
|
|
$
|
737
|
|
|
|
|
|
||||
Non-cash investing activities:
|
|
|
|
||||
Lease liabilities arising from obtaining right-of-use assets
|
$
|
2,941
|
|
|
$
|
—
|
|
|
|
Lease Amounts
|
||
|
(In thousands)
|
||
Year:
|
|
||
2020 (remaining nine months)
|
$
|
3,432
|
|
2021
|
4,651
|
|
|
2022
|
3,337
|
|
|
2023
|
2,619
|
|
|
2024
|
1,415
|
|
|
2025 and thereafter
|
1,902
|
|
|
Total lease payments
|
17,356
|
|
|
Less: imputed lease interest
|
(2,873
|
)
|
|
Total lease liabilities
|
$
|
14,483
|
|
10.
|
STOCK-BASED COMPENSATION
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Cost of revenues
|
$
|
606
|
|
|
$
|
231
|
|
Research and development
|
1,919
|
|
|
716
|
|
||
Sales and marketing
|
1,942
|
|
|
999
|
|
||
General and administrative
|
3,048
|
|
|
1,288
|
|
||
Restructuring
|
—
|
|
|
55
|
|
||
Total
|
$
|
7,515
|
|
|
$
|
3,289
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Stock options, RSUs, and PSUs
|
$
|
7,077
|
|
|
$
|
3,222
|
|
Employee stock purchase plan
|
438
|
|
|
67
|
|
||
Total
|
$
|
7,515
|
|
|
$
|
3,289
|
|
|
|
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, 2019
|
4,097
|
|
|
$
|
2.18
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(541
|
)
|
|
2.58
|
|
|
|
|
$
|
28,263
|
|
|
Canceled
|
(73
|
)
|
|
7.44
|
|
|
|
|
|
|||
Outstanding at March 31, 2020
|
3,483
|
|
|
$
|
2.01
|
|
|
4.2
|
|
$
|
105,469
|
|
Vested and expected to vest at March 31, 2020
|
3,483
|
|
|
$
|
2.01
|
|
|
4.2
|
|
$
|
105,469
|
|
Exercisable at March 31, 2020
|
2,518
|
|
|
$
|
2.22
|
|
|
4.1
|
|
$
|
75,706
|
|
|
|
(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 March 31, 2020 is based on the closing price of the Company’s stock fair value on March 31, 2020 or the earlier of the last trading day prior to March 31, 2020, if March 31, 2020 is a non-trading day. The Company’s stock fair value used in this computation was $32.29 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)
|
|
|
||||||
$0.70 —– $1.11
|
|
751
|
|
|
4.8
|
|
$
|
0.82
|
|
|
565
|
|
|
$
|
0.80
|
|
$1.29 —– $1.29
|
|
1,000
|
|
|
4.5
|
|
1.29
|
|
|
625
|
|
|
1.29
|
|
||
$1.31 —– $1.31
|
|
1,037
|
|
|
4.0
|
|
1.31
|
|
|
765
|
|
|
1.31
|
|
||
$1.37 —– $12.57
|
|
653
|
|
|
3.3
|
|
4.78
|
|
|
527
|
|
|
5.34
|
|
||
$14.58 —– $14.58
|
|
42
|
|
|
6.1
|
|
14.58
|
|
|
36
|
|
|
14.58
|
|
||
Total
|
|
3,483
|
|
|
4.2
|
|
$
|
2.01
|
|
|
2,518
|
|
|
$
|
2.22
|
|
|
|
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, 2019
|
4,263
|
|
|
$
|
7.19
|
|
|
|
|
|
||
Granted
|
552
|
|
|
31.34
|
|
|
|
|
|
|||
Vested
|
(951
|
)
|
|
6.13
|
|
|
|
|
$
|
34,095
|
|
|
Canceled
|
(34
|
)
|
|
16.92
|
|
|
|
|
|
|||
Outstanding at March 31, 2020
|
3,830
|
|
|
$
|
10.85
|
|
|
1.3
|
|
$
|
123,672
|
|
Expected to vest at March 31, 2020
|
3,830
|
|
|
$
|
10.63
|
|
|
1.3
|
|
$
|
114,306
|
|
|
|
(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 March 31, 2020 is based on the closing price of the Company’s stock on March 31, 2020 or the earlier of the last trading day prior to March 31, 2020, if March 31, 2020 is a non-trading day. The Company’s stock fair value used in this computation was $32.29 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, 2019
|
955
|
|
|
$
|
9.83
|
|
|
|
|
|
||
Granted
|
482
|
|
|
11.52
|
|
|
|
|
|
|||
Vested
|
(1,410
|
)
|
|
10.41
|
|
|
|
|
$
|
50,938
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at March 31, 2020
|
27
|
|
|
$
|
4.40
|
|
|
0
|
|
$
|
872
|
|
|
|
(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 March 31, 2020 is based on the closing price of the Company’s stock on March 31, 2020 or the earlier of the last trading day prior to March 31, 2020, if March 31, 2020 is a non-trading day. The Company’s stock fair value used in this computation was $32.29 per share.
|
11.
|
INCOME TAXES
|
|
12.
|
NET INCOME PER SHARE
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands, except per share data)
|
||||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
68,936
|
|
|
$
|
2,765
|
|
Notes due 2023 interest and financing costs, net
|
44
|
|
|
—
|
|
||
Adjusted net income
|
$
|
68,980
|
|
|
$
|
2,765
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Shares used in basic per share amounts:
|
|
|
|
||||
Weighted average common shares outstanding
|
123,531
|
|
|
108,195
|
|
||
|
|
|
|
||||
Shares used in diluted per share amounts:
|
|
|
|
||||
Weighted average common shares outstanding
|
123,531
|
|
|
108,195
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Employee stock-based awards
|
8,609
|
|
|
7,668
|
|
||
Warrants (issued in conjunction with Notes due 2024)
|
2,128
|
|
|
—
|
|
||
Notes due 2024
|
2,936
|
|
|
—
|
|
||
Notes due 2023
|
900
|
|
|
—
|
|
||
Weighted average common shares outstanding for diluted calculation
|
138,104
|
|
|
115,863
|
|
||
|
|
|
|
||||
Basic and diluted net income per share
|
|
|
|
||||
Net income per share, basic
|
$
|
0.56
|
|
|
$
|
0.03
|
|
Net income per share, diluted
|
$
|
0.50
|
|
|
$
|
0.02
|
|
|
Three Months Ended
March 31, |
||||
|
2020
|
|
2019
|
||
|
(In thousands)
|
||||
Employee stock options
|
—
|
|
|
112
|
|
RSUs and PSUs
|
—
|
|
|
91
|
|
Notes due 2023
|
—
|
|
|
11,701
|
|
Total
|
—
|
|
|
11,904
|
|
|
13.
|
RELATED PARTY
|
|
|
|
|
Three Months Ended
March 31, |
|
Change in
|
|||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||||
Net revenues
|
$
|
205,545
|
|
|
$
|
100,150
|
|
|
$
|
105,395
|
|
|
105
|
%
|
|
|
Three Months Ended
March 31, |
|
Change in
|
|||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||||
Sales and marketing
|
$
|
11,772
|
|
|
$
|
7,433
|
|
|
$
|
4,339
|
|
|
58
|
%
|
Percentage of net revenues
|
6
|
%
|
|
7
|
%
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
Change in
|
|||||||||||
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
|
(In thousands, except percentages)
|
|||||||||||||
Interest income
|
$
|
1,091
|
|
|
$
|
211
|
|
|
$
|
880
|
|
|
417
|
%
|
Interest expense
|
(3,155
|
)
|
|
(3,751
|
)
|
|
596
|
|
|
(16
|
)%
|
|||
Other expense, net
|
(924
|
)
|
|
(481
|
)
|
|
(443
|
)
|
|
92
|
%
|
|||
Change in fair value of derivatives
|
15,344
|
|
|
—
|
|
|
15,344
|
|
|
100
|
%
|
|||
Total other income (expense), net
|
$
|
12,356
|
|
|
$
|
(4,021
|
)
|
|
$
|
16,377
|
|
|
407
|
%
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
39,222
|
|
|
$
|
17,063
|
|
Net cash used in investing activities
|
(3,353
|
)
|
|
(658
|
)
|
||
Net cash provided by (used in) financing activities
|
262,071
|
|
|
(44,422
|
)
|
||
Effect of exchange rate changes on cash
|
(205
|
)
|
|
(133
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
$
|
297,735
|
|
|
$
|
(28,150
|
)
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
2020 (remaining nine months)
|
|
2021-2022
|
|
2023-2024
|
|
Beyond 2024
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating leases
|
$
|
17,356
|
|
|
$
|
3,432
|
|
|
$
|
7,988
|
|
|
$
|
4,034
|
|
|
$
|
1,902
|
|
Notes due 2023 principal and interest
|
5,800
|
|
|
200
|
|
|
400
|
|
|
5,200
|
|
|
—
|
|
|||||
Notes due 2024 principal and interest
|
137,958
|
|
|
1,320
|
|
|
2,640
|
|
|
133,998
|
|
|
—
|
|
|||||
Notes due 2025 principal and interest
|
323,984
|
|
|
382
|
|
|
1,600
|
|
|
1,600
|
|
|
320,402
|
|
|||||
Purchase obligations (1)
|
95,630
|
|
|
95,630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
580,728
|
|
|
$
|
100,964
|
|
|
$
|
12,628
|
|
|
$
|
144,832
|
|
|
$
|
322,304
|
|
|
|
(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.
|
|
|
|
|
|
•
|
$5.0 million aggregate principal amount of the Notes due 2023 were outstanding;
|
•
|
$132.0 million aggregate principal amount of the Notes due 2024 were outstanding; and
|
•
|
$320.0 million aggregate principal amount of the Notes due 2024 were outstanding (the foregoing, collectively, the “Convertible Notes”)
|
|
|
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
|
|
8-K
|
|
001-35480
|
|
3.1
|
|
4/6/2012
|
|
|
||
|
|
10-Q
|
|
001-35480
|
|
3.1
|
|
8/9/2017
|
|
|
||
|
|
10-Q
|
|
001-35480
|
|
2.1
|
|
8/6/2018
|
|
|
||
|
|
S-1/A
|
|
333-174925
|
|
3.5
|
|
3/12/2012
|
|
|
||
|
|
S-1/A
|
|
333-174925
|
|
4.1
|
|
3/12/2012
|
|
|
||
|
|
8-K
|
|
001-35480
|
|
4.1
|
|
8/17/2018
|
|
|
||
|
|
8-K
|
|
001-35480
|
|
4.1
|
|
8/17/2018
|
|
|
||
|
|
8-K
|
|
001-35480
|
|
4.1
|
|
6/5/2019
|
|
|
||
|
|
8-K
|
|
001-35480
|
|
4.1
|
|
6/5/2019
|
|
|
||
|
|
8-K
|
|
001-35480
|
|
4.1
|
|
3/9/2020
|
|
|
||
|
|
8-K
|
|
001-35480
|
|
4.2
|
|
3/9/2020
|
|
|
||
|
|
8-K
|
|
001-35480
|
|
10.1
|
|
3/9/2020
|
|
|
||
|
|
8-K
|
|
001-35480
|
|
10.2
|
|
3/9/2020
|
|
|
||
|
|
8-K
|
|
001-35480
|
|
10.3
|
|
3/9/2020
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
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
|
104
|
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
*
|
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.
|
|
|
ENPHASE ENERGY, INC.
|
|
||
|
|
|
|
|
|
By:
|
|
/s/ Eric Branderiz
|
|
|
|
|
Eric Branderiz
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
(Duly Authorized Officer)
|
|
|
1.
|
I have reviewed this Form 10-Q 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(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:
|
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/ BADRINARAYANAN KOTHANDARAMAN
|
|
Badrinarayanan Kothandaraman
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
1.
|
I have reviewed this Form 10-Q 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(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:
|
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/ ERIC BRANDERIZ
|
|
Eric Branderiz
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
/s/ BADRINARAYANAN KOTHANDARAMAN
|
|
/s/ ERIC BRANDERIZ
|
Badrinarayanan Kothandaraman
|
|
Eric Branderiz
|
President and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|