Item 1. Financial Statements (Unaudited)
ENPHASE ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
(Unaudited) | | | | | | | | | | | |
| As of |
| March 31, 2022 | | December 31, 2021 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 251,850 | | | $ | 119,316 | |
| | | |
Marketable securities | 811,621 | | | 897,335 | |
Accounts receivable, net of allowances of $599 and $1,590 at March 31, 2022 and December 31, 2021, respectively | 358,310 | | | 333,626 | |
Inventory | 96,436 | | | 74,400 | |
Prepaid expenses and other assets | 40,566 | | | 37,784 | |
Total current assets | 1,558,783 | | | 1,462,461 | |
Property and equipment, net | 85,073 | | | 82,167 | |
Operating lease, right of use asset, net | 19,442 | | | 14,420 | |
Intangible assets, net | 103,173 | | | 97,758 | |
Goodwill | 195,637 | | | 181,254 | |
Other assets | 120,878 | | | 118,726 | |
Deferred tax assets, net | 180,291 | | | 122,470 | |
| | | |
Total assets | $ | 2,263,277 | | | $ | 2,079,256 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
Current liabilities: | | | |
Accounts payable | $ | 104,738 | | | $ | 113,767 | |
Accrued liabilities | 169,146 | | | 157,912 | |
| | | |
Deferred revenues, current | 68,693 | | | 62,670 | |
Warranty obligations, current (includes $19,412 and $14,612 measured at fair value at March 31, 2022 and December 31, 2021, respectively) | 23,960 | | | 19,395 | |
| | | |
Debt, current | 87,219 | | | 86,052 | |
Total current liabilities | 453,756 | | | 439,796 | |
Long-term liabilities: | | | |
| | | |
Deferred revenues, non-current | 202,711 | | | 187,186 | |
Warranty obligations, non-current (includes $42,174 and $36,395 measured at fair value at March 31, 2022 and December 31, 2021, respectively) | 59,619 | | | 53,982 | |
Other liabilities | 19,259 | | | 16,530 | |
Debt, non-current | 1,196,950 | | | 951,594 | |
| | | |
Total liabilities | 1,932,295 | | | 1,649,088 | |
Commitments and contingencies (Note 10) | | | |
| | | |
Stockholders’ equity: | | | |
| | | |
Common stock, $0.00001 par value, 300,000 shares authorized; and 134,959 shares and 133,894 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 1 | | | 1 | |
Additional paid-in capital | 666,511 | | | 837,924 | |
Accumulated deficit | (328,206) | | | (405,737) | |
Accumulated other comprehensive loss | (7,324) | | | (2,020) | |
| | | |
Total stockholders’ equity | 330,982 | | | 430,168 | |
Total liabilities and stockholders’ equity | $ | 2,263,277 | | | $ | 2,079,256 | |
See Notes to Condensed Consolidated Financial Statements.
Enphase Energy, Inc. | 2022 Form 10-Q | 3
ENPHASE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
Net revenues | | | | | $ | 441,292 | | | $ | 301,754 | | | |
Cost of revenues | | | | | 264,319 | | | 178,805 | | | |
Gross profit | | | | | 176,973 | | | 122,949 | | | |
Operating expenses: | | | | | | | | | |
Research and development | | | | | 35,719 | | | 21,818 | | | |
Sales and marketing | | | | | 41,344 | | | 19,622 | | | |
General and administrative | | | | | 38,086 | | | 20,123 | | | |
| | | | | | | | | |
Total operating expenses | | | | | 115,149 | | | 61,563 | | | |
Income from operations | | | | | 61,824 | | | 61,386 | | | |
Other income (expense), net | | | | | | | | | |
Interest income | | | | | 460 | | | 73 | | | |
Interest expense | | | | | (2,736) | | | (7,329) | | | |
Other (expense) income, net | | | | | (2,141) | | | 573 | | | |
Loss on partial settlement of convertible notes | | | | | — | | | (56,369) | | | |
| | | | | | | | | |
| | | | | | | | | |
Total other expense, net | | | | | (4,417) | | | (63,052) | | | |
Income (loss) before income taxes | | | | | 57,407 | | | (1,666) | | | |
Income tax (provision) benefit | | | | | (5,586) | | | 33,364 | | | |
Net income | | | | | $ | 51,821 | | | $ | 31,698 | | | |
Net income per share: | | | | | | | | | |
Basic | | | | | $ | 0.39 | | | $ | 0.24 | | | |
Diluted | | | | | $ | 0.37 | | | $ | 0.22 | | | |
Shares used in per share calculation: | | | | | | | | | |
Basic | | | | | 134,327 | | | 131,303 | | | |
Diluted | | | | | 144,617 | | | 146,442 | | | |
See Notes to Condensed Consolidated Financial Statements.
Enphase Energy, Inc. | 2022 Form 10-Q | 4
ENPHASE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited) | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
Net income | | | | | $ | 51,821 | | | $ | 31,698 | | | |
Other comprehensive income: | | | | | | | | | |
Foreign currency translation adjustments | | | | | 264 | | | 206 | | | |
Marketable securities | | | | | | | | | |
Change in net unrealized loss | | | | | (5,568) | | | — | | | |
Less: reclassification adjustment for net losses included in net income | | | | | — | | | — | | | |
Net change, net of income tax benefit of $1,956 | | | | | (5,568) | | | — | | | |
Comprehensive income | | | | | $ | 46,517 | | | $ | 31,904 | | | |
See Notes to Condensed Consolidated Financial Statements.
Enphase Energy, Inc. | 2022 Form 10-Q | 5
ENPHASE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | | | |
Common stock and paid-in capital | | | | | | | |
Balance, beginning of period | $ | 837,925 | | | $ | 534,745 | | | | | |
Cumulative-effect adjustment to accumulated deficit related to the adoption of ASU 2020-06 | (207,967) | | | — | | | | | |
Issuance of common stock from exercise of equity awards | 404 | | | 214 | | | | | |
Payment of withholding taxes related to net share settlement of equity awards | (9,344) | | | (9,185) | | | | | |
| | | | | | | |
Equity component of convertible notes issued, net of tax | — | | | 207,962 | | | | | |
Cost of convertible notes hedge related to the convertible notes issued, net of tax | — | | | (213,322) | | | | | |
Sale of warrants related to the convertible notes issued | — | | | 220,800 | | | | | |
Equity component of partial settlement of convertible notes | — | | | (966,483) | | | | | |
Cost of reacquired equity component on partial settlement of convertible notes | — | | | 962,114 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Stock-based compensation expense | 45,494 | | | 14,844 | | | | | |
| | | | | | | |
Balance, end of period | $ | 666,512 | | | $ | 751,689 | | | | | |
| | | | | | | |
Accumulated deficit | | | | | | | |
Balance, beginning of period | $ | (405,737) | | | $ | (51,186) | | | | | |
Cumulative-effect adjustment to accumulated deficit related to the adoption of ASU 2020-06 | 25,710 | | | — | | | | | |
Net income | 51,821 | | | 31,698 | | | | | |
| | | | | | | |
| | | | | | | |
Balance, end of period | $ | (328,206) | | | $ | (19,488) | | | | | |
| | | | | | | |
Accumulated other comprehensive income (loss) | | | | | | | |
Balance, beginning of period | $ | (2,020) | | | $ | 434 | | | | | |
Foreign currency translation adjustments | 264 | | | 206 | | | | | |
Change in net unrealized loss on marketable securities, net of tax | (5,568) | | | — | | | | | |
Balance, end of period | $ | (7,324) | | | $ | 640 | | | | | |
Total stockholders' equity, ending balance | $ | 330,982 | | | $ | 732,841 | | | | | |
See Notes to Condensed Consolidated Financial Statements.
Enphase Energy, Inc. | 2022 Form 10-Q | 6
ENPHASE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | |
| | | | | Three Months Ended March 31, |
| | | | | | | 2022 | | 2021 | | |
Cash flows from operating activities: | | | | | | | | | | | |
Net income | | | | | | | $ | 51,821 | | | $ | 31,698 | | | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | |
Depreciation and amortization | | | | | | | 15,558 | | | 5,558 | | | |
Provision for doubtful accounts | | | | | | | 147 | | | 14 | | | |
| | | | | | | | | | | |
Non-cash interest expense | | | | | | | 1,979 | | | 7,156 | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Loss on partial settlement of convertibles notes | | | | | | | — | | | 56,369 | | | |
Deemed repayment of convertible notes attributable to accreted debt discount | | | | | | | — | | | (15,579) | | | |
| | | | | | | | | | | |
Change in fair value of debt securities | | | | | | | 1,116 | | | (1,437) | | | |
Stock-based compensation | | | | | | | 47,797 | | | 14,844 | | | |
| | | | | | | | | | | |
Deferred income taxes | | | | | | | 3,165 | | | (35,367) | | | |
Changes in operating assets and liabilities: | | | | | | | | | | | |
Accounts receivable | | | | | | | (24,224) | | | (53,719) | | | |
Inventory | | | | | | | (22,036) | | | 6,888 | | | |
Prepaid expenses and other assets | | | | | | | (3,042) | | | (5,040) | | | |
| | | | | | | | | | | |
Accounts payable, accrued and other liabilities | | | | | | | (1,805) | | | 36,376 | | | |
Warranty obligations | | | | | | | 9,906 | | | 8,640 | | | |
Deferred revenues | | | | | | | 22,061 | | | 19,440 | | | |
Net cash provided by operating activities | | | | | | | 102,443 | | | 75,841 | | | |
Cash flows from investing activities: | | | | | | | | | | | |
Purchases of property and equipment | | | | | | | (12,375) | | | (9,940) | | | |
| | | | | | | | | | | |
Investments in private companies | | | | | | | — | | | (25,000) | | | |
| | | | | | | | | | | |
Business acquisitions, net of cash acquired | | | | | | | (24,625) | | | (55,239) | | | |
| | | | | | | | | | | |
Maturities of marketable securities | | | | | | | 76,735 | | | — | | | |
Net cash provided by (used in) investing activities | | | | | | | 39,735 | | | (90,179) | | | |
Cash flows from financing activities: | | | | | | | | | | | |
Issuance of convertible notes, net of issuance costs | | | | | | | — | | | 1,189,388 | | | |
Purchase of convertible note hedges | | | | | | | — | | | (286,235) | | | |
Sale of warrants | | | | | | | — | | | 220,800 | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Principal payments and financing fees on debt | | | | | | | — | | | (1,078) | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Partial repurchase of convertible notes | | | | | | | — | | | (289,233) | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Proceeds from exercise of equity awards and employee stock purchase plan | | | | | | | 404 | | | 214 | | | |
| | | | | | | | | | | |
Payment of withholding taxes related to net share settlement of equity awards | | | | | | | (9,344) | | | (9,185) | | | |
| | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | | | | | (8,940) | | | 824,671 | | | |
Effect of exchange rate changes on cash and cash equivalents | | | | | | | (704) | | | (702) | | | |
Net increase in cash and cash equivalents | | | | | | | 132,534 | | | 809,631 | | | |
Cash and cash equivalents—Beginning of period | | | | | | | 119,316 | | | 679,379 | | | |
Cash and cash equivalents—End of period | | | | | | | $ | 251,850 | | | $ | 1,489,010 | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Supplemental cash flow disclosure: | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Supplemental disclosures of non-cash investing and financing activities: | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Purchases of property and equipment included in accounts payable | | | | | | | $ | 4,352 | | | $ | 7,301 | | | |
Purchases of property and equipment through tenant improvement allowance | | | | | | | $ | 748 | | | $ | — | | | |
Contingent consideration in connection with the acquisition | | | | | | | $ | — | | | $ | 3,500 | | | |
Convertible senior note issuance costs included in accounts payable and accrued expense | | | | | | | $ | — | | | $ | 991 | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
See Notes to Condensed Consolidated Financial Statements.
Enphase Energy, Inc. | 2022 Form 10-Q | 7
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
Enphase Energy, Inc. (the “Company”) is a global energy technology company. The Company delivers smart, easy-to-use solutions that manage solar generation, storage and communication on one platform. The Company revolutionized the solar industry with its microinverter technology and produces a fully integrated solar-plus-storage solution.
Basis of Presentation and Consolidation
The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Unaudited Interim Financial Information
These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, comprehensive income, stockholders’ equity and cash flows for the interim periods indicated. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Significant estimates and assumptions reflected in the financial statements include revenue recognition, allowance for doubtful accounts, stock-based compensation, deferred compensation arrangements, inventory valuation, accrued warranty obligations, fair value of investments, debt derivatives, convertible notes and contingent consideration, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, incremental borrowing rate for right-of-use assets and lease liability, legal contingencies and tax valuation allowance. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from those estimates due to risks and uncertainties, including uncertainty in the ongoing semiconductor supply and logistics constraints, and the continuing COVID-19 pandemic.
The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States. The Company filed audited consolidated financial statements, which included all information and notes necessary for such a complete presentation in conjunction with its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on February 11, 2022 (the “Form 10‑K”).
Summary of Significant Accounting Policies
There have been no changes to the Company’s significant accounting policies as described in Note 2, “Summary of Significant Accounting Policies” of the notes to consolidated financial statements included in Part II, Item 8 of the Form 10-K, other than as a result of the Company’s adoption of the new accounting guidance related to convertible senior notes, effective January 1, 2022, as discussed in “Recently Adopted Accounting Pronouncements” below.
Enphase Energy, Inc. | 2022 Form 10-Q | 8
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Recently Adopted Accounting Pronouncements
In August 2020, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update(“ASU”) 2020-06, “Debt - Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (subtopic 815-40)” (“ASU 2020-06”), which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments.
The Company adopted ASU 2020-06 in the annual period beginning January 1, 2022, on a modified retrospective basis. Upon adoption of ASU 2020-06, the Company is no longer required to bifurcate the conversion feature related to the issuance of $575.0 million aggregate principal amount of its 0.0% convertible senior notes due 2028 (the “Notes due 2028”) and $632.5 million aggregate principal amount of its 0.0% convertible senior notes due 2026 (the “Notes due 2026”) in equity. Instead, the Company combined the previously separated equity component with the liability component, which together is now classified as debt, thereby eliminating the subsequent amortization of the debt discount. Similarly, the portion of issuance costs previously allocated to equity was reclassified to the carrying value of debt and amortized over the remaining terms of the convertible senior notes. Accordingly, the Company recorded a net decrease to additional paid-in capital by $207.9 million, net of tax to remove the equity component separately recorded for the conversion features associated with the convertible senior notes and equity component associated with the issuance costs, an increase to the carrying value of its convertible debt instrument by $244.5 million to reflect the full principal amount of the convertible senior notes outstanding net of issuance costs, a decrease to deferred tax liability of $62.3 million, and a decrease to accumulated deficit by $25.7 million, net of tax in the Company’s consolidated balance sheet with no impact on the Company’s consolidated statements of operations.
Also upon adoption of ASU 2020-06, the Company is no longer utilizing the treasury stock method for earnings per share impact for 0.25% convertible senior notes due 2025 (the “Notes due 2025”), Notes due 2026 and together with the Notes due 2028 (the “Convertible Senior Notes”). Instead, the Company is applying the if-converted method when reporting the number of potentially dilutive shares of common stock as the Company may at its election, settle its Convertible Senior Notes through payment or delivery, as the case may be, in cash, shares of its common stock or a combination of cash and shares of its common stock. Further, the Company under the relevant sections of the indentures, irrevocably may elect to settle principal in cash and any excess in cash or shares of the Company’s common stock for its Convertible Senior Notes. If and when the Company makes such election, there will be no adjustment to the net income and the Company will use the average share price for the period to determine the potential number of shares to be issued based upon assumed conversion to be included in the diluted share count.
Recently Issued Accounting Pronouncements
Not Yet Effective
In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" (“ASU 2021-08”). The standard requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, “Revenue from Contracts with Customers,” as if it had originated the contracts. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of ASU 2021-08 to have a significant impact on its condensed consolidated financial statements and plans to adopt the standard effective January 1, 2023.
Enphase Energy, Inc. | 2022 Form 10-Q | 9
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. REVENUE RECOGNITION
Disaggregated Revenue
The Company has one major business activity, which is the design, manufacture and sale of solutions for the solar photovoltaic (“PV”) industry. Disaggregated revenue by primary geographical market and timing of revenue recognition for the Company’s single product line are as follows:
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 |
| | | | | (In thousands) |
Primary geographical markets: | | | | | | | |
U.S. | | | | | $ | 369,492 | | | $ | 247,782 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
International | | | | | 71,800 | | | 53,972 | |
Total | | | | | $ | 441,292 | | | $ | 301,754 | |
| | | | | | | |
Timing of revenue recognition: | | | | | | | |
Products delivered at a point in time | | | | | $ | 424,149 | | | $ | 288,871 | |
Products and services delivered over time | | | | | 17,143 | | | 12,883 | |
Total | | | | | $ | 441,292 | | | $ | 301,754 | |
Contract Balances
Receivables, and contract assets and contract liabilities from contracts with customers, are as follows:
| | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
| (In thousands) |
Receivables | $ | 358,310 | | | $ | 333,626 | |
| | | |
Short-term contract assets (Prepaid expenses and other assets) | 24,869 | | | 23,508 | |
Long-term contract assets (Other assets) | 73,138 | | | 69,583 | |
| | | |
| | | |
| | | |
Short-term contract liabilities (Deferred revenues, current) | 68,693 | | | 62,670 | |
Long-term contract liabilities (Deferred revenues, non-current) | 202,711 | | | 187,186 | |
| | | |
The Company receives payments from customers based upon contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include deferred product costs and commissions associated with the deferred revenue and will be amortized along with the associated revenue. The Company had no asset impairment charges related to contract assets in the three months ended March 31, 2022.
Significant changes in the balances of contract assets (prepaid expenses and other assets) as of March 31, 2022 are as follows (in thousands):
| | | | | |
Contract Assets | |
Contract Assets, beginning of period | $ | 93,091 | |
Amount recognized | (6,419) | |
Increase | 11,335 | |
Contract Assets, end of period | $ | 98,007 | |
Contract liabilities are recorded as deferred revenue on the accompanying condensed consolidated balance sheets and include payments received in advance of performance obligations under the contract and are realized when the associated revenue is recognized under the contract.
Enphase Energy, Inc. | 2022 Form 10-Q | 10
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Significant changes in the balances of contract liabilities (deferred revenues) as of March 31, 2022 are as follows (in thousands):
| | | | | |
Contract Liabilities | |
Contract Liabilities, beginning of period | $ | 249,856 | |
Revenue recognized | (17,143) | |
| |
Increase due to billings | 38,691 | |
| |
Contract Liabilities, end of period | $ | 271,404 | |
| |
| |
Remaining Performance Obligations
Estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period are as follows:
| | | | | |
| March 31, 2022 |
| (In thousands) |
Fiscal year: | |
2022 (remaining nine months) | $ | 52,571 | |
2023 | 62,373 | |
2024 | 56,709 | |
2025 | 49,491 | |
2026 | 33,772 | |
Thereafter | 16,488 | |
Total | $ | 271,404 | |
| |
| |
| |
| |
| |
3. OTHER FINANCIAL INFORMATION
Inventory
Inventory consists of the following:
| | | | | | | | | | | |
| |
| March 31, 2022 | | December 31, 2021 |
| (In thousands) |
Raw materials | $ | 31,228 | | | $ | 25,429 | |
Finished goods | 65,208 | | | 48,971 | |
Total inventory | $ | 96,436 | | | $ | 74,400 | |
Enphase Energy, Inc. | 2022 Form 10-Q | 11
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Accrued Liabilities
Accrued liabilities consist of the following:
| | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
| (In thousands) |
Salaries, commissions, incentive compensation and benefits | $ | 17,110 | | | $ | 13,062 | |
Customer rebates and sales incentives | 99,302 | | | 79,038 | |
Freight | 20,105 | | | 20,522 | |
Operating lease liabilities, current | 3,722 | | | 3,830 | |
Liability due to supply agreements | 10,161 | | | 14,653 | |
Contingent consideration | — | | | 3,710 | |
Post combination expense accrual | 7,764 | | | 8,602 | |
| | | |
Other | 10,982 | | | 14,495 | |
Total accrued liabilities | $ | 169,146 | | | $ | 157,912 | |
4. BUSINESS COMBINATIONS
Acquisition of SolarLeadFactory, LLC. (“SolarLeadFactory”)
On March 14, 2022, the Company completed the acquisition of 100% of the shares of SolarLeadFactory, a privately-held company. SolarLeadFactory provides high quality leads to solar installers. As part of the purchase price, the Company paid approximately $26.1 million in cash on March 14, 2022.
The acquisition has been accounted for as a business combination under the acquisition method, and accordingly, the total purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date.
In addition to the purchase price summarized above, the Company will be obligated to issue up to approximately $10.0 million in shares of common stock of the Company payable in the second quarter of 2023, subject to achievement of certain operational targets. As the additional payments require continuous employment of certain key employees of SolarLeadFactory and are subject to other conditions, these payments are being accounted for as post-combination expense and will be recognized ratably over the one-year period presuming conditions will be met.
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date, which are subject to change within the measurement period as the fair value assessments are finalized (in thousands):
| | | | | | | | |
Cash and cash equivalents | | $ | 1,426 | |
Net tangible assets acquired | | 813 | |
Intangible assets | | 11,200 | |
| | |
Goodwill | | 12,612 | |
Net assets acquired | | $ | 26,051 | |
The excess of the consideration paid over the fair values assigned to the assets acquired and liabilities assumed represents the goodwill resulting from the acquisition. Goodwill is primarily attributable to expected synergies in the Company’s solar offerings and cross-selling opportunities. The entire goodwill amount is expected to be deductible for U.S. federal income tax purposes over 15 years.
Enphase Energy, Inc. | 2022 Form 10-Q | 12
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Intangible assets consist primarily of developed technology and customer relationships. Developed technology intangible is attributable to developed technology include a combination of unpatented technology, trade secrets, computer software and research processes that represent the foundation for the existing and planned new products to facilitate the generation of new content. Customer relationships intangible relates to SolarLeadFactory’s software ability to sell current and future offerings, as well as products built around the current offering, to its existing customers.
The following table shows the fair value of the separately identifiable intangible assets at the time of acquisition and the period over which each intangible asset will be amortized:
| | | | | | | | | | | | |
| | Preliminary Fair Value | | Useful Life |
| | (In thousands) | | (Years) |
Developed technology | | $ | 3,600 | | | 5 |
Customer relationships | | 7,600 | | | 5 |
Total identifiable intangible assets | | $ | 11,200 | | | |
Pro forma financial information has not been presented for the SolarLeadFactory acquisition as the impact to the Company’s condensed consolidated financial statements was not material.
The Company incurred and accrued costs related to acquisition of $0.4 million that were recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2022.
5. GOODWILL AND INTANGIBLE ASSETS
The Company’s goodwill as of March 31, 2022 and December 31, 2021 are as follows:
| | | | | | | | | | | |
Goodwill | March 31, 2022 | | December 31, 2021 |
| (In thousands) |
Goodwill, beginning of period | $ | 181,254 | | | $ | 24,783 | |
Goodwill acquired | 14,105 | | | 156,390 | |
Currency translation adjustment | 278 | | | 81 | |
Goodwill, end of period | $ | 195,637 | | | $ | 181,254 | |
The Company’s purchased intangible assets as of March 31, 2022 and December 31, 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
| Gross | | Additions | | Accumulated Amortization | | Net | | Gross | | Additions | | | | Accumulated Amortization | | Net |
| (In thousands) |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Intangible assets: | | | | | | | | | | | | | | | | | |
Other indefinite-lived intangibles | $ | 286 | | | $ | — | | | $ | — | | | $ | 286 | | | $ | 286 | | | $ | — | | | | | $ | — | | | $ | 286 | |
| | | | | | | | | | | | | | | | | |
Intangible assets with finite lives: | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Developed technology | 38,650 | | | 3,600 | | | (10,823) | | | 31,427 | | | 13,100 | | | 25,550 | | | | | (8,958) | | | 29,692 | |
Customer relationships | 41,021 | | | 7,600 | | | (13,206) | | | 35,415 | | | 26,421 | | | 14,600 | | | | | (11,448) | | | 29,573 | |
Trade names | 37,700 | | | — | | | (1,978) | | | 35,722 | | | — | | | 37,700 | | | | | (93) | | | 37,607 | |
Order backlog | 600 | | | — | | | (277) | | | 323 | | | — | | | 600 | | | | | — | | | 600 | |
Total purchased intangible assets | $ | 118,257 | | | $ | 11,200 | | | $ | (26,284) | | | $ | 103,173 | | | $ | 39,807 | | | $ | 78,450 | | | | | $ | (20,499) | | | $ | 97,758 | |
Enphase Energy, Inc. | 2022 Form 10-Q | 13
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Amortization expense related to finite-lived intangible assets are as follows: | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands) |
Developed technology | | | | | $ | 1,866 | | | $ | 799 | | | |
Customer relationships | | | | | 1,758 | | | 930 | | | |
Trade names | | | | | 1,885 | | | 62 | | | |
Order backlog | | | | | 277 | | | — | | | |
Total amortization expense | | | | | $ | 5,786 | | | $ | 1,791 | | | |
Amortization of developed technology is recorded to cost of sales and customer relationships and trade names is recorded to sales and marketing expense.
The expected future amortization expense of intangible assets as of March 31, 2022 is presented below (in thousands):
| | | | | |
| March 31, 2022 |
| |
Fiscal year: | |
2022 (remaining nine months) | $ | 18,212 | |
2023 | 24,096 | |
2024 | 21,299 | |
2025 | 19,984 | |
2026 | 16,425 | |
Thereafter | 2,871 | |
Total | $ | 102,887 | |
| |
| |
| |
| |
| |
Enphase Energy, Inc. | 2022 Form 10-Q | 14
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. CASH EQUIVALENTS AND MARKETABLE SECURITIES
The marketable securities consist of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2022 | | |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Cash and Cash Equivalents | | Marketable Securities | | |
Money market funds | $ | 193,627 | | | $ | — | | | $ | — | | | $ | 193,627 | | | $ | 193,627 | | | $ | — | | | |
Certificate of Deposit | 6,000 | | | — | | | (1) | | | 5,999 | | | — | | | 5,999 | | | |
Commercial paper | 164,243 | | | — | | | (379) | | | 163,864 | | | — | | | 163,864 | | | |
Corporate notes and bonds | 164,858 | | | 1 | | | (2,860) | | | 161,999 | | | — | | | 161,999 | | | |
| | | | | | | | | | | | | |
U.S. Government agency securities | 486,902 | | | — | | | (7,143) | | | 479,759 | | | — | | | 479,759 | | | |
Total | $ | 1,015,630 | | | $ | 1 | | | $ | (10,383) | | | $ | 1,005,248 | | | $ | 193,627 | | | $ | 811,621 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Cash and Cash Equivalents | | Marketable Securities |
Money market funds | $ | 35,789 | | | $ | — | | | $ | — | | | $ | 35,789 | | | $ | 35,789 | | | $ | — | |
Certificate of Deposit | 16,001 | | | — | | | (2) | | | 15,999 | | | 6,000 | | | 9,999 | |
Commercial paper | 215,964 | | | — | | | (114) | | | 215,850 | | | 26,997 | | | 188,853 | |
Corporate notes and bonds | 199,244 | | | — | | | (872) | | | 198,372 | | | 760 | | | 197,612 | |
U.S. Treasuries | 14,999 | | | — | | | (1) | | | 14,998 | | | — | | | 14,998 | |
U.S. Government agency securities | 487,743 | | | — | | | (1,870) | | | 485,873 | | | — | | | 485,873 | |
Total | $ | 969,740 | | | $ | — | | | $ | (2,859) | | | $ | 966,881 | | | $ | 69,546 | | | $ | 897,335 | |
The following table summarizes the contractual maturities of the Company’s marketable securities as of March 31, 2022 (in thousands):
| | | | | | | | | | | | | | |
| | Amortized Cost | | Fair Value |
Due within one year | | $ | 692,296 | | | $ | 689,588 | |
Due within one to three years | | 323,334 | | | 315,660 | |
Total | | $ | 1,015,630 | | | $ | 1,005,248 | |
All available-for-sale securities have been classified as current, based on management's intent and ability to use the funds in current operations.
Enphase Energy, Inc. | 2022 Form 10-Q | 15
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. WARRANTY OBLIGATIONS
The Company’s warranty activities were as follows:
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands) |
Warranty obligations, beginning of period | | | | | $ | 73,377 | | | $ | 45,913 | | | |
Accruals for warranties issued during period | | | | | 8,910 | | | 3,894 | | | |
| | | | | | | | | |
Changes in estimates | | | | | 4,912 | | | 7,655 | | | |
Settlements | | | | | (5,881) | | | (2,930) | | | |
Increase due to accretion expense | | | | | 1,515 | | | 943 | | | |
| | | | | | | | | |
Other | | | | | 746 | | | (922) | | | |
Warranty obligations, end of period | | | | | 83,579 | | | 54,553 | | | |
Less: current portion | | | | | (23,960) | | | (14,303) | | | |
Non-current | | | | | $ | 59,619 | | | $ | 40,250 | | | |
Changes in Estimates
In the three months ended March 31, 2022, the Company recorded $4.9 million in warranty expense from change in estimates primarily related to increase in expedited freight costs and replacement costs for IQ batteries. In the three months ended March 31, 2021, the Company recorded a $6.3 million increase to warranty expense based on continuing analysis of field performance data and diagnostic root-cause failure analysis primarily relating to its prior generation products. The Company also recorded additional warranty expense of $1.3 million in the three months ended March 31, 2021 related to unit costs for prior generation microinverter replacement mainly driven by tariffs.
8. FAIR VALUE MEASUREMENTS
The accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.
The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:
•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.
The following table presents assets and liabilities measured at fair value on a recurring basis using the above input categories:
Enphase Energy, Inc. | 2022 Form 10-Q | 16
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
| (In thousands) |
| Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | | | | | |
Cash and cash equivalents: | | | | | | | | | | | |
Money market funds | $ | 193,627 | | | $ | — | | | $ | — | | | $ | 35,789 | | | $ | — | | | $ | — | |
Certificate of deposit | — | | | — | | | — | | | — | | | 6,000 | | | — | |
Commercial paper | — | | | — | | | — | | | — | | | 26,997 | | | — | |
Corporate notes and bonds | — | | | — | | | — | | | — | | | 760 | | | — | |
| | | | | | | | | | | |
Marketable securities: | | | | | | | | | | | |
Certificate of deposit | — | | | 5,999 | | | — | | | — | | | 9,999 | | | — | |
Commercial paper | — | | | 163,864 | | | — | | | — | | | 188,853 | | | — | |
Corporate notes and bonds | — | | | 161,999 | | | — | | | — | | | 197,612 | | | — | |
U.S. Government agencies | — | | | 479,759 | | | — | | | — | | | 485,873 | | | — | |
U.S. Treasuries | — | | | — | | | — | | | — | | | 14,998 | | | — | |
Other assets | | | | | | | | | | | |
Investments in debt securities | — | | | — | | | 39,926 | | | — | | | — | | | 41,042 | |
| | | | | | | | | | | |
Total assets measured at fair value | $ | 193,627 | | | $ | 811,621 | | | $ | 39,926 | | | $ | 35,789 | | | $ | 931,092 | | | $ | 41,042 | |
| | | | | | | | | | | |
Liabilities: | | | | | | | | | | | |
Accrued liabilities | | | | | | | | | | | |
Contingent consideration | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 3,710 | |
Warranty obligations | | | | | | | | | | | |
Current | — | | | — | | | 19,412 | | | — | | | — | | | 14,612 | |
Non-current | — | | | — | | | 42,174 | | | — | | | — | | | 36,395 | |
Total warranty obligations measured at fair value | — | | | — | | | 61,586 | | | — | | | — | | | 51,007 | |
Total liabilities measured at fair value | $ | — | | | $ | — | | | $ | 61,586 | | | $ | — | | | $ | — | | | $ | 54,717 | |
Notes due 2028, Notes due 2026 and Notes due 2025
The Company carries the Notes due 2028 and Notes due 2026 at face value less issuance costs on its condensed consolidated balance sheets, and Notes due 2025 (as defined in Note 9, “Debt” below) at face value less unamortized discount and issuance costs, on its condensed consolidated balance sheets. The fair value of the Notes due 2028, Notes due 2026 and Notes due 2025 was $534.0 million, $592.7 million and $245.9 million, respectively, as of March 31, 2022 based on the closing trading prices per $100 principal amount as of the last day of trading for the period. The Company considers the fair value of the Notes due 2028, Notes due 2026 and Notes due 2025 to be a Level 2 measurement as they are not actively traded. Investments in debt securities
In January 2021, the Company invested approximately $25.0 million in a privately-held company. The Company concluded the investment qualifies as an investment in a debt security, as it accrues interest and principal plus accrued interest becomes payable back to the Company at certain dates unless it is converted to equity at a pre-determined price. As the investment includes a conversion option, the Company has elected to account for this investment under the fair value option and any change in fair value of the investment is recognized in “Other income (expense), net” in the Company’s condensed consolidated statement of operations for that period. Further, the Company has concluded that the Company’s investment in a debt security is considered to be a Level 3 measurement due to the use of significant unobservable inputs in the valuation model. The fair value was determined using discounted cash flow methodology and assumptions include implied yield and change in estimated term of investment being held-to-maturity.
Enphase Energy, Inc. | 2022 Form 10-Q | 17
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In September 2021, the Company invested approximately $13.0 million in secured convertible promissory notes issued by the stockholders of a privately-held company. The investment qualifies as an investment in a debt security and will accrete interest and principal plus accrued interest that becomes payable at certain dates unless it is converted to equity at a pre-determined price. As the investment includes a conversion option, the Company has elected to account for this investment under the fair value option and any change in fair value of the investment is recognized in “Other income (expense), net” in the Company’s condensed consolidated statement of operations for that period. Further, the Company has concluded that the Company’s investment in a debt security is considered a Level 3 measurement due to the use of significant unobservable inputs in the valuation model. Principal plus accrued interest receivable of the investment approximates the fair value.
Investment in debt securities are recorded in “Other Assets” on the accompanying condensed consolidated balance sheet as of March 31, 2022. The changes in the balance in investments in debt securities during the period are as follows:
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | | | | | |
| (In thousands) |
Balance at beginning of period | $ | 41,042 | | | $ | — | | | | | | | |
Investment | — | | | 25,000 | | | | | | | |
Fair value adjustments included in other (expense) income, net | (1,116) | | | 1,437 | | | | | | | |
| | | | | | | | | |
Balance at end of period | $ | 39,926 | | | $ | 26,437 | | | | | | | |
Contingent consideration
The estimated fair value of the contingent consideration incurred in connection with the Company’s acquisition of Sofdesk Inc. is considered a Level 3 measurement due to the use of significant unobservable inputs. These unobservable inputs include probability assessment of expected future customer count over the period in which the obligation is expected to be settled. The value was determined using a discounted risk-neutral expected (probability-weighted) cash flow methodology. The resulting expected contingent consideration payment is discounted back to present value using the Company’s cost of debt. The fair value of contingent consideration arrangement is reassessed quarterly based on assumptions used in the Company’s latest projections and input provided by management. Any change in the fair value estimate, which could include accretion of interest expense due to passage of time as well as any changes in the inputs to the model, is recorded in the Company’s condensed consolidated statement of operations for that period.
Enphase Energy, Inc. | 2022 Form 10-Q | 18
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table reflects the activity for the Company’s contingent consideration liabilities measured at fair value using Level 3 inputs for the three months ended March 31, 2022:
| | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | | | | | |
| (In thousands) |
Balance at beginning of period | $ | 3,710 | | | $ | — | | | | | | | |
Addition | — | | | 3,500 | | | | | | | |
Fair value adjustments included in other income (expense), net | 15 | | | 40 | | | | | | | |
Paid | (3,725) | | | — | | | | | | | |
Balance at end of period | $ | — | | | $ | 3,540 | | | | | | | |
Warranty obligations.
Fair Value Option for Warranty Obligations Related to Products Sold Since January 1, 2014
The Company estimates the fair value of warranty obligations by calculating the warranty obligations in the same manner as for sales prior to January 1, 2014 and applying an expected present value technique to that result. The expected present value technique, an income approach, converts future amounts into a single current discounted amount. In addition to the key estimates of failure rates, claim rates and replacement costs, the Company used certain Level 3 inputs which are unobservable and significant to the overall fair value measurement. Such additional assumptions included a discount rate based on the Company’s credit-adjusted risk-free rate and compensation comprised of a profit element and risk premium required of a market participant to assume the obligation.
The following table provides information regarding changes in nonfinancial liabilities related to the Company’s warranty obligations measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the periods indicated.
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands) |
Balance at beginning of period | | | | | $ | 51,007 | | | $ | 28,736 | | | |
Accruals for warranties issued during period | | | | | 8,770 | | | 3,894 | | | |
Changes in estimates | | | | | 3,899 | | | 2,583 | | | |
Settlements | | | | | (4,056) | | | (1,915) | | | |
Increase due to accretion expense | | | | | 1,515 | | | 943 | | | |
Other | | | | | 451 | | | (922) | | | |
Balance at end of period | | | | | $ | 61,586 | | | $ | 33,319 | | | |
Quantitative and Qualitative Information about Level 3 Fair Value Measurements
As of March 31, 2022 and December 31, 2021, the significant unobservable inputs used in the fair value measurement of the Company’s liabilities designated as Level 3 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Percent Used (Weighted Average) |
Item Measured at Fair Value | | Valuation Technique | | Description of Significant Unobservable Input | | March 31, 2022 | | December 31, 2021 |
Warranty obligations for products sold since January 1, 2014 | | Discounted cash flows | | Profit element and risk premium | | 16% | | 15% |
| | Credit-adjusted risk-free rate | | 12% | | 12% |
| | | | | | | | |
| | | | | | | | |
Enphase Energy, Inc. | 2022 Form 10-Q | 19
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Sensitivity of Level 3 Inputs - Warranty Obligations
Each of the significant unobservable inputs is independent of the other. The profit element and risk premium are estimated based on requirements of a third-party participant willing to assume the Company’s warranty obligations. The credit‑adjusted risk‑free rate (“discount rate”) is determined by reference to the Company’s own credit standing at the fair value measurement date. Increasing the profit element and risk premium input by 100 basis points would result in no material change to the liability. Decreasing the profit element and risk premium by 100 basis points would result in a $0.5 million reduction of the liability. Increasing the discount rate by 100 basis points would result in a $2.8 million reduction of the liability. Decreasing the discount rate by 100 basis points would result in a $3.1 million increase to the liability.
9. DEBT
The following table provides information regarding the Company’s debt.
| | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
| (In thousands) |
Convertible notes | | | |
Notes due 2028 | $ | 575,000 | | | $ | 575,000 | |
Less: unamortized debt discount | — | | | (143,636) | |
Less: unamortized debt issuance costs | (7,684) | | | (5,775) | |
Carrying amount of Notes due 2028 (1) | 567,316 | | | 425,589 | |
| | | |
Notes due 2026 | 632,500 | | | 632,500 | |
Less: unamortized debt discount | — | | | (104,755) | |
Less: unamortized debt issuance costs | (7,813) | | | (6,678) | |
Carrying amount of Notes due 2026 (1) | 624,687 | | | 521,067 | |
| | | |
Notes due 2025 | 102,175 | | | 102,175 | |
Less: unamortized debt discount | (13,535) | | | (14,584) | |
Less: unamortized debt issuance costs | (1,421) | | | (1,539) | |
Carrying amount of Notes due 2025 | 87,219 | | | 86,052 | |
| | | |
| | | |
| | | |
| | | |
| | | |
Notes due 2023 | 5,000 | | | 5,000 | |
Less: unamortized issuance costs | (53) | | | (62) | |
Carrying amount of Notes due 2023 | 4,947 | | | 4,938 | |
| | | |
| | | |
| | | |
| | | |
Total carrying amount of debt | 1,284,169 | | | 1,037,646 | |
| | | |
Less: current portion of convertible notes | (87,219) | | | (86,052) | |
Debt, non-current | $ | 1,196,950 | | | $ | 951,594 | |
(1) The net carrying amount was increased on January 1, 2022 as a result of the adoption of ASU 2020-06. Refer to Note 2, Summary of Significant Accounting Policies, in this Quarterly Report on Form 10-Q for further information.
Enphase Energy, Inc. | 2022 Form 10-Q | 20
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Convertible Senior Notes due 2028
On March 1, 2021, the Company issued $575.0 million aggregate principal amount of the Notes due 2028. The Notes due 2028 will not bear regular interest, and the principal amount of the Notes due 2028 will not accrete. The Notes due 2028 are general unsecured obligations and are governed by an indenture between the Company and U.S. Bank National Association, as trustee. The Notes due 2028 will mature on March 1, 2028, unless earlier repurchased by the Company or converted at the option of the holders. The Company received approximately $566.4 million in net proceeds, after deducting the initial purchasers’ discount, from the issuance of the Notes due 2028.
The initial conversion rate for the Notes due 2028 is 3.5104 shares of common stock per $1,000 principal amount of the Notes due 2028 (which represents an initial conversion price of approximately $284.87 per share). The conversion rate for the Notes due 2028 will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest, if any. In addition, if a make-whole fundamental change or a redemption with respect to the Notes due 2028 occurs prior to the maturity date, under certain circumstances as specified in the relevant indenture, the Company will increase the conversion rate for the Notes due 2028 by a number of additional shares of the Company’s common stock for a holder that elects to convert its notes in connection with such make-whole fundamental change or redemption. Upon conversion, the Company will settle conversions of the Notes due 2028 through payment or delivery, as the case may be, of cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.
The Company may not redeem the Notes due 2028 prior to September 6, 2024. The Company may redeem for cash all or any portion of the Notes due 2028, at the Company’s election, on or after September 6, 2024, if the last reported sale price of the Company’s common stock has been greater than or equal to 130% of the conversion price then in effect for the Notes due 2028 (i.e. $370.33, which is 130% of the current conversion price for the Notes due 2028) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will equal 100% of the principal amount of the Notes due 2028 to be redeemed, plus accrued and unpaid special interest, if any to, but excluding, the relevant redemption date. No sinking fund is provided for the Notes due 2028.
The Notes due 2028 may be converted on any day prior to the close of business on the business day immediately preceding September 1, 2027, in multiples of $1,000 principal amount, at the option of the holder only under any of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes due 2028 (i.e., $370.33 which is 130% of the current conversion price for the Notes due 2028) on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “Measurement Period”) in which the “trading price” (as defined in the relevant indenture) per $1,000 principal amount of notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the Notes due 2028 on each such trading day; (3) if the Company calls any or all of the Notes due 2028 for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On and after September 1, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date of March 1, 2028, holders of the Notes due 2028 may convert their notes at any time, regardless of the foregoing circumstances. Upon the occurrence of a fundamental change (as defined in the relevant indenture), holders may require the Company to repurchase all or a portion of their Notes due 2028 for cash at a price equal to 100% of the principal amount of the notes to be repurchased plus any accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.
In accounting for the issuance of the Notes due 2028 on March 1, 2021, the Company separated the Notes due 2028 into liability and equity components. The carrying amount of the liability component of approximately $415.0 million was calculated by using a discount rate of 4.77%, which was the Company’s borrowing rate on the date of the issuance of the Notes due 2028 for a similar debt instrument without the conversion feature. The carrying amount of the equity component of approximately $160.0 million, representing the
Enphase Energy, Inc. | 2022 Form 10-Q | 21
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
conversion option, was determined by deducting the fair value of the liability component from the par value of the Notes due 2028. The equity component of the Notes due 2028 was included in additional paid-in capital in the condensed consolidated balance sheet through December 31, 2021 and was not remeasured. The difference between the principal amount of the Notes due 2028 and the liability component (the “debt discount”) was amortized to interest expense using the effective interest method over the term of the Notes due 2028 through December 31, 2021.
Through December 31, 2021, the Company separated the Notes due 2028 into liability and equity components which resulted in a tax basis difference associated with the liability component that represents a temporary difference. The Company recognized the deferred taxes of $40.1 million for the tax effect of that temporary difference as an adjustment to the equity component included in additional paid-in capital in the condensed consolidated balance sheet.
Debt issuance costs for the issuance of the Notes due 2028 were approximately $9.1 million, consisting of initial purchasers' discount and other issuance costs. In accounting for the transaction costs, the Company allocated the total amount incurred to the liability and equity components using the same proportions as the proceeds from the Notes due 2028. Transaction costs attributable to the liability component were approximately $6.6 million, which were recorded as debt issuance cost (presented as contra debt in the condensed consolidated balance sheet) and are being amortized to interest expense over the term of the Notes due 2028. The transaction costs attributable to the equity component were approximately $2.5 million and were netted with the equity component in stockholders’ equity.
Following the adoption of ASU 2020-06 as of January 1, 2022, the Company no longer records the conversion feature of Notes due 2028 in equity. Instead, the Company combined the previously separated equity component with the liability component, which together is now classified as debt, thereby eliminating the subsequent amortization of the debt discount as interest expense. Similarly, the portion of issuance costs previously allocated to equity was reclassified to the carrying amount of Notes due 2028 and is amortized over the remaining term of the notes. Accordingly, the Company recorded a net decrease to additional paid-in capital by approximately $117.3 million, net of tax to remove the equity component separately recorded for the conversion features associated with the Notes due 2028 and equity component associated with the issuance costs, an increase of approximately $141.3 million in the carrying value of Notes due 2028 to reflect the full principal amount of the Notes due 2028, net of issuance costs, a decrease to deferred tax liability of approximately $36.0 million, and a decrease to accumulated deficit of approximately $12.0 million, net of tax in the Company’s consolidated balance sheet with no impact on the Company’s consolidated statements of operations. As of March 31, 2022, the unamortized deferred issuance cost for the Notes due 2028 was $7.7 million on the condensed consolidated balance sheet.
The following table presents the total amount of interest cost recognized in the statement of operations relating to the Notes due 2028:
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands) |
| | | | | | | | | |
Amortization of debt discount | | | | | $ | — | | | $ | 1,611 | | | |
Amortization of debt issuance costs | | | | | 316 | | | 79 | | | |
Total interest cost recognized | | | | | $ | 316 | | | $ | 1,690 | | | |
Enphase Energy, Inc. | 2022 Form 10-Q | 22
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Notes due 2028 Hedge and Warrant Transactions
In connection with the offering of the Notes due 2028, the Company entered into privately-negotiated convertible note hedge transactions (“Notes due 2028 Hedge”) pursuant to which the Company has the option to purchase a total of approximately 2.0 million shares of its common stock (subject to anti-dilution adjustments), which is the same number of shares initially issuable upon conversion of the Notes due 2028, at a price of $284.87 per share, which is the initial conversion price of the Notes due 2028. The total cost of the convertible note hedge transactions was approximately $161.6 million. The convertible note hedge transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the Notes due 2028 and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be.
Additionally, the Company separately entered into privately-negotiated warrant transactions (the “2028 Warrants”) whereby the Company sold warrants to acquire approximately 2.0 million shares of the Company’s common stock (subject to anti-dilution adjustments) at an initial strike price of $397.91 per share. The Company received aggregate proceeds of approximately $123.4 million from the sale of the 2028 Warrants. If the market value per share of the Company’s common stock, as measured under the 2028 Warrants, exceeds the strike price of the 2028 Warrants, the 2028 Warrants will have a dilutive effect on the Company’s earnings per share, unless the Company elects, subject to certain conditions, to settle the 2028 Warrants in cash. Taken together, the purchase of the Notes due 2028 Hedge and the sale of the 2028 Warrants are intended to reduce potential dilution from the conversion of the Notes due 2028 and to effectively increase the overall conversion price from $284.87 to $397.91 per share. The 2028 Warrants are only exercisable on the applicable expiration dates in accordance with the Notes due 2028 Hedge. Subject to the other terms of the 2028 Warrants, the first expiration date applicable to the Notes due 2028 Hedge is June 1, 2028, and the final expiration date applicable to the Notes due 2028 Hedge is July 27, 2028.
Given that the transactions meet certain accounting criteria, the Notes due 2028 Hedge and the 2028 Warrants transactions are recorded in stockholders’ equity, and they are not accounted for as derivatives and are not remeasured each reporting period.
Convertible Senior Notes due 2026
On March 1, 2021, the Company issued $575.0 million aggregate principal amount of the Notes due 2026. In addition, on March 12, 2021, the Company issued an additional $57.5 million aggregate principal amount of the Notes due 2026 pursuant to the initial purchasers’ full exercise of the over-allotment option for additional Notes due 2026. The Notes due 2026 will not bear regular interest, and the principal amount of the Notes due 2026 will not accrete. The Notes due 2026 are general unsecured obligations and are governed by an indenture between the Company and U.S. Bank National Association, as trustee. The Notes due 2026 will mature on March 1, 2026, unless earlier repurchased by the Company or converted at the option of the holders. The Company received approximately $623.0 million in net proceeds, after deducting the initial purchasers’ discount, from the issuance of the Notes due 2026.
The initial conversion rate for the Notes due 2026 is 3.2523 shares of common stock per $1,000 principal amount of the Notes due 2026 (which represents an initial conversion price of approximately $307.47 per share). The conversion rate for the Notes due 2026 will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, if a make-whole fundamental change or a redemption with respect to the Notes due 2026 occurs prior to the maturity date, under certain circumstances as specified in the relevant indenture, the Company will increase the conversion rate for the Notes due 2026 by a number of additional shares of the Company’s common stock for a holder that elects to convert its notes in connection with such make-whole fundamental change or redemption. Upon conversion, the Company will settle conversions of Notes due 2026 through payment or delivery, as the case may be, of cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.
The Company may not redeem the Notes due 2026 prior to the September 6, 2023. The Company may redeem for cash all or any portion of the Notes due 2026, at the Company’s election, on or after September 6, 2023, if the last reported sale price of the Company’s common stock has been greater than or equal to 130% of the conversion price then in effect for the Notes due 2026 (i.e., $399.71, which is 130% of the current conversion price for the Notes due 2026) for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive
Enphase Energy, Inc. | 2022 Form 10-Q | 23
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will equal 100% of the principal amount of the Notes due 2026 to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the relevant redemption date for the Notes due 2026. The redemption price will be increased as described in the relevant indentures by a number of additional shares of the Company in connection with such optional redemption by the Company. No sinking fund is provided for the Notes due 2026.
The Notes due 2026 may be converted on any day prior to the close of business on the business day immediately preceding September 1, 2025, in multiples of $1,000 principal amount, at the option of the holder only under any of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the Notes due 2026 (i.e., $399.71, which is 130% of the current conversion price for the Notes due 2026) on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the relevant indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for Notes due 2026 on each such trading day; (3) if the Company calls any or all of the Notes due 2026 for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On and after September 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date of March 1, 2026, holders of the Notes due 2026 may convert their notes at any time, regardless of the foregoing circumstances. Upon the occurrence of a fundamental change (as defined in the relevant indenture), holders may require the Company to repurchase all or a portion of their Notes due 2026 for cash at a price equal to 100% of the principal amount of the notes to be repurchased plus any accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.
In accounting for the issuance of the Notes due 2026 on March 1, 2021, the Company separated the Notes due 2026 into liability and equity components. The carrying amount of the liability component of approximately $509.0 million was calculated by using a discount rate of 4.44%, which was the Company’s borrowing rate on the date of the issuance of the Notes due 2026 for a similar debt instrument without the conversion feature. The carrying amount of the equity component of approximately $123.5 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the Notes due 2026. The equity component of the Notes due 2026 was included in additional paid-in capital in the condensed consolidated balance sheet through December 31, 2021 and was not remeasured. The difference between the principal amount of the Notes due 2026 and the liability component (the “debt discount”) was amortized to interest expense using the effective interest method over the term of the Notes due 2026 through December 31, 2021.
Through December 31, 2021, the Company separated the Notes due 2026 into liability and equity components which resulted in a tax basis difference associated with the liability component that represents a temporary difference. The Company recognized the deferred taxes of $31.0 million for the tax effect of that temporary difference as an adjustment to the equity component included in additional paid-in capital in the condensed consolidated balance sheet.
Debt issuance costs for the issuance of the Notes due 2026 were approximately $10.0 million, consisting of initial purchasers' discount and other issuance costs. In accounting for the transaction costs, the Company allocated the total amount incurred to the liability and equity components using the same proportions as the proceeds from the Notes due 2026. Transaction costs attributable to the liability component were approximately $8.0 million, which were recorded as debt issuance cost (presented as contra debt in the condensed consolidated balance sheet) and are being amortized to interest expense over the term of the Notes due 2026. The transaction costs attributable to the equity component were approximately $2.0 million and were netted with the equity component in stockholders’ equity.
Enphase Energy, Inc. | 2022 Form 10-Q | 24
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Following the adoption of ASU 2020-06 as of January 1, 2022, the Company no longer records the conversion feature of Notes due 2026 in equity. Instead, the Company combined the previously separated equity component with the liability component, which together is now classified as debt, thereby eliminating the subsequent amortization of the debt discount. Similarly, the portion of issuance costs previously allocated to equity was reclassified to the carrying amount debt and is amortized over the remaining term of the notes. Accordingly, the Company recorded a net decrease to additional paid-in capital by approximately $90.6 million, net of tax to remove the equity component separately recorded for the conversion features associated with the Notes due 2026 and equity component associated with the issuance costs, an increase of approximately $103.2 million in the carrying value of its Notes due 2026 to reflect the full principal amount of the Notes due 2026 outstanding net of issuance costs, a decrease to deferred tax liability of approximately $26.3 million, and a decrease to accumulated deficit of approximately $13.7 million, net of tax in the Company’s consolidated balance sheet with no impact on the Company’s consolidated statements of operations. As of March 31, 2022, the unamortized deferred issuance cost for the Notes due 2026 was $7.8 million on the condensed consolidated balance sheet.
The following table presents the total amount of interest cost recognized in the statement of operations relating to the Notes due 2026:
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands) |
| | | | | | | | | |
Amortization of debt discount | | | | | $ | — | | | $ | 1,786 | | | |
Amortization of debt issuance costs | | | | | 485 | | | 135 | | | |
Total interest cost recognized | | | | | $ | 485 | | | $ | 1,921 | | | |
Notes due 2026 Hedge and Warrant Transactions
In connection with the offering of the Notes due 2026 (including in connection with the issuance of additional Notes due 2026 upon the initial purchasers’ exercise of their over-allotment option), the Company entered into privately-negotiated convertible note hedge transactions (the “Notes due 2026 Hedge”) pursuant to which the Company has the option to purchase a total of approximately 2.1 million shares of its common stock (subject to anti-dilution adjustments), which is the same number of shares initially issuable upon conversion of the Notes due 2026, at a price of $307.47 per share, which is the initial conversion price of the Notes due 2026. The total cost of the Notes due 2026 Hedge was approximately $124.6 million. The Notes due 2026 Hedge are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the Notes due 2026 and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be.
Additionally, the Company separately entered into privately-negotiated warrant transactions, including in connection with the issuance of additional Notes due 2026 upon the initial purchasers’ exercise of their over-allotment option (the “2026 Warrants”), whereby the Company sold warrants to acquire approximately 2.1 million shares of the Company’s common stock (subject to anti-dilution adjustments) at an initial strike price of $397.91 per share. The Company received aggregate proceeds of approximately $97.4 million from the sale of the 2026 Warrants. If the market value per share of the Company’s common stock, as measured under the 2026 Warrants, exceeds the strike price of the 2026 Warrants, the 2026 Warrants will have a dilutive effect on the Company’s earnings per share, unless the Company elects, subject to certain conditions, to settle the 2026 Warrants in cash. Taken together, the purchase of the Notes due 2026 Hedge and the sale of the 2026 Warrants are intended to reduce potential dilution from the conversion of the Notes due 2026 and to effectively increase the overall conversion price from $307.47 to $397.91 per share. The 2026 Warrants are only exercisable on the applicable expiration dates in accordance with the 2026 Warrants. Subject to the other terms of the 2026 Warrants, the first expiration date applicable to the Warrants is June 1, 2026, and the final expiration date applicable to the 2026 Warrants is July 27, 2026.
Given that the transactions meet certain accounting criteria, the Notes due 2026 hedge and the 2026 Warrants transactions are recorded in stockholders’ equity, and they are not accounted for as derivatives and are not remeasured each reporting period.
Enphase Energy, Inc. | 2022 Form 10-Q | 25
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Convertible Senior Notes due 2025
On March 9, 2020, the Company issued $320.0 million Notes due 2025. The Notes due 2025 are general unsecured obligations and bear interest at an annual rate of 0.25% per year, payable semi-annually on March 1 and September 1 of each year, beginning September 1, 2020. The Notes due 2025 are governed by an indenture between the Company and U.S. Bank National Association, as trustee. The Notes due 2025 will mature on March 1, 2025, unless earlier repurchased by the Company or converted at the option of the holders. The Company may not redeem the notes prior to the maturity date, and no sinking fund is provided for the notes. The Notes due 2025 may be converted, under certain circumstances as described below, based on an initial conversion rate of 12.2637 shares of common stock per $1,000 principal amount (which represents an initial conversion price of $81.54 per share). The conversion rate for the Notes due 2025 will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the relevant indenture), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its notes in connection with such make-whole fundamental change. The Company received approximately $313.0 million in net proceeds, after deducting the initial purchasers’ discount, from the issuance of the Notes due 2025.
The Notes due 2025 may be converted prior to the close of business on the business day immediately preceding September 1, 2024, in multiples of $1,000 principal amount, at the option of the holder only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the relevant indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On and after September 1, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date of March 1, 2025, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon the occurrence of a fundamental change (as defined in the relevant indenture), holders may require the Company to repurchase all or a portion of their Notes due 2025 for cash at a price equal to 100% of the principal amount of the notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
As of March 31, 2022 and December 31, 2021, the sale price of the Company’s common stock was greater than or equal to $106.00 (130% of the notes conversion price) for at least 20 trading days (whether consecutive or not) during a period of 30 consecutive trading days preceding the quarter-ended March 31, 2022 and December 31, 2021. As a result, as of January 1, 2022, the Notes due 2025 are convertible at the holders’ option through June 30, 2022. Accordingly, the Company classified the net carrying amount of the Notes due 2025 of $87.2 million and $86.1 million as Debt, current on the condensed consolidated balance sheet as of March 31, 2022 and December 31, 2021, respectively. From April 1, 2022 through the date this Quarterly Report on Form 10-Q is available to be issued, the Company has not received any requests for conversion of the Notes due 2025.
For the period from March 9, 2020, the issuance date, through May 19, 2020, the number of authorized and unissued shares of the Company’s common stock that are not reserved for other purposes was less than the maximum number of underlying shares that would be required to settle the Notes due 2025 into equity. Accordingly, unless and until the Company had a number of authorized shares that were not issued or reserved for any other purpose that equaled or exceeded the maximum number of underlying shares (the “Share Reservation Condition”), the Company would have been required to pay to the converting holder in respect of each $1,000 principal amount of notes being converted solely in cash in an amount equal to the sum of the daily conversion values for each of the 20 consecutive trading days during the related observation period. However, following satisfaction of the Share Reservation Condition, the Company could settle conversions of notes through payment or delivery, as the case may be, of cash, shares of the Company’s common stock or a combination of cash and shares of its common stock, at the Company’s election. As further discussed below, the Company satisfied the Share Reservation Condition during May 2020.
Enphase Energy, Inc. | 2022 Form 10-Q | 26
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In accounting for the issuance of the Notes due 2025, on March 9, 2020, the conversion option of the Notes due 2025 was deemed an embedded derivative requiring bifurcation from the Notes due 2025 (the “host contract”) and separate accounting as an embedded derivative liability, as a result of the Company not having the necessary number of authorized but unissued shares of its common stock available to settle the conversion option of the Notes due 2025 in shares. The proceeds from the Notes due 2025 were first allocated to the embedded derivative liability and the remaining proceeds were then allocated to the host contract. On March 9, 2020, the carrying amount of the embedded derivative liability of $68.7 million representing the conversion option was determined using the Binomial Lattice model and the remaining $251.3 million was allocated to the host contract. The difference between the principal amount of the Notes due 2025 and the fair value of the host contract (the “debt discount”) is amortized to interest expense using the effective interest method over the term of the Notes due 2025.
On May 20, 2020, at the Company’s annual meeting of stockholders, the stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.00001 per share, from 150,000,000 shares to 200,000,000 shares (the “Amendment”). The Amendment became effective upon filing with the Secretary of State of Delaware on May 20, 2020. As a result, the Company satisfied the Share Reservation Condition. The Company may now settle the Notes due 2025 and warrants issued in conjunction with the Notes due 2025 (the “2025 Warrants”) through payment or delivery, as the case may be, of cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. Accordingly, on May 20, 2020, the embedded derivative liability was remeasured at a fair value of $116.3 million and was then reclassified to additional paid-in-capital in the condensed consolidated balance sheet in the second quarter of 2020 and is no longer remeasured as long as it continues to meet the conditions for equity classification. The Company recorded the change in the fair value of the embedded derivative in other expense, net in the condensed consolidated statement of operations during the year ended December 31, 2020.
The Company separated the Notes due 2025 into liability and equity components which resulted in a tax basis difference associated with the liability component that represents a temporary difference. The Company recognized the deferred taxes of $0.2 million for the tax effect of that temporary difference as an adjustment to the equity component included in additional paid-in capital in the condensed consolidated balance sheet.
Debt issuance costs for the issuance of the Notes due 2025 were approximately $7.6 million, consisting of initial purchasers' discount and other issuance costs. In accounting for the transaction costs, the Company allocated the total amount incurred to the Notes due 2025 host contract. Transaction costs were recorded as debt issuance cost (presented as contra debt in the condensed consolidated balance sheet) and are being amortized to interest expense over the term of the Notes due 2025.
Enphase Energy, Inc. | 2022 Form 10-Q | 27
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Partial repurchase of Notes due 2025
Concurrently with the offering of the Notes due 2026 and Notes due 2028, the Company entered into separately- and privately-negotiated transactions to repurchase approximately $217.7 million aggregate principal amount of the Notes due 2025. The Company paid $217.7 million in cash and issued approximately 1.67 million shares of its common stock to the holders of the repurchased notes with an aggregate fair value of $302.7 million, representing the conversion value in excess of the principal amount of the Notes due 2025, which were fully offset by shares received from the Company’s settlement of the associated note hedging arrangements discussed below. The total amount of $217.7 million paid to partially settle the repurchases of the Notes due 2025 was allocated between the liability and equity components of the amount extinguished by determining the fair value of the liability component immediately prior to the note repurchases and allocating that portion of the conversion price to the liability component in the amount of $184.5 million. The residual of the conversion price of $4.3 million of the repurchased Notes due 2025, net of inducement loss of $37.5 million for additional shares issued, was allocated to the equity component of the repurchased Notes due 2025 as an increase of additional paid-in capital. The fair value of the note settlement for such repurchases was calculated using a discount rate of 4.35%, representing an estimate of the Company's borrowing rate at the date of repurchase with a remaining expected life of approximately 4.1 years. As part of the settlement of the repurchase of the Notes due 2025, the Company wrote-off the $38.5 million unamortized debt discount and $4.1 million debt issuance cost apportioned to the principal amount of Notes due 2025 repurchased. The Company recorded a loss on partial settlement of the repurchased Notes due 2025 of $9.4 million in Other income (expense), net in the three months ended March 31, 2022, representing the difference between the consideration attributed to the liability component and the sum of the net carrying amount of the liability component and unamortized debt issuance costs. Further, the Company also recorded loss on inducement of $37.5 million in Other income (expense), net in the three months ended March 31, 2022, representing the difference between the fair value of the shares that would have been issued under the original conversion terms with respect to the repurchased Notes due 2025.
During the second quarter of 2021, $0.1 million in aggregate principal amount of the Notes due 2025 were converted, and the principal amount of the converted Notes due 2025 was repaid in cash. In connection with such conversions during the second quarter of 2021, the Company also issued 485 shares of its common stock to the holders of the converted Notes due 2025, with an aggregate fair value of $0.1 million, representing the conversion value in excess of the principal amount of the Notes due 2025, which were fully offset by shares received from the settlements of the associated note hedging arrangements. Following the repurchase transactions summarized above, as of March 31, 2022, $102.2 million aggregate principal amount of the Notes due 2025 remained outstanding.
The following table presents the total amount of interest cost recognized relating to the Notes due 2025:
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | Three Months Ended March 31, | | |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands) |
Contractual interest expense | | | | | $ | 64 | | | $ | 150 | | | |
Amortization of debt discount | | | | | 1,049 | | | 2,389 | | | |
Amortization of debt issuance costs | | | | | 118 | | | 294 | | | |
Total interest cost recognized | | | | | $ | 1,231 | | | $ | 2,833 | | | |
The derived effective interest rate on the Notes due 2025 host contract was determined to be 5.18%, which remains unchanged from the date of issuance. The remaining unamortized debt discount was $13.5 million as of March 31, 2022, and will be amortized over approximately 2.9 years from March 31, 2022.
Enphase Energy, Inc. | 2022 Form 10-Q | 28
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Notes due 2025 Hedge and Warrant Transactions
In connection with the offering of the Notes due 2025, the Company entered into privately-negotiated convertible note hedge transactions (the “Notes due 2025 Hedge”) pursuant to which the Company has the option to purchase a total of approximately 3.9 million shares of its common stock (subject to anti-dilution adjustments), which is the same number of shares initially issuable upon conversion of the notes, at a price of $81.54 per share, which is the initial conversion price of the Notes due 2025. The total cost of the convertible note hedge transactions was approximately $89.1 million. The convertible note hedge transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the Notes due 2025 and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be.
Additionally, the Company separately entered into privately-negotiated warrant transactions in connection with the offering of the Notes due 2025 whereby the Company sold the 2025 Warrants to acquire approximately 3.9 million shares of the Company’s common stock (subject to anti-dilution adjustments) at an initial strike price of $106.94 per share. The Company received aggregate proceeds of approximately $71.6 million from the sale of the 2025 Warrants. If the market value per share of the Company’s common stock, as measured under the 2025 Warrants, exceeds the strike price of the 2025 Warrants, the 2025 Warrants will have a dilutive effect on the Company’s earnings per share, unless the Company elects, subject to certain conditions, to settle the 2025 Warrants in cash. Taken together, the purchase of the convertible note hedges in connection with the Notes due 2025 Hedge and the sale of the 2025 Warrants are intended to reduce potential dilution from the conversion of the Notes due 2025 and to effectively increase the overall conversion price from $81.54 to $106.94 per share. The 2025 Warrants are only exercisable on the applicable expiration dates in accordance with the agreements relating to each of the 2025 Warrants. Subject to the other terms of the 2025 Warrants, the first expiration date applicable to the 2025 Warrants is June 1, 2025, and the final expiration date applicable to the 2025 Warrants is September 23, 2025.
During the first quarter of 2021, in connection with the repurchase of $217.7 million aggregate principal amount of the Notes due 2025 summarized above, the Company entered into partial unwind agreements with respect to certain of the Notes due 2025 Hedge and the 2025 Warrants. In connection with these unwind transactions, the Company received shares of the Company’s common stock as a termination payment for the portion of the Notes due 2025 Hedge that were unwound, and the Company issued shares of its common stock as a termination payment for the portion of the 2025 Warrants that were unwound. As a result of the unwind agreements for the Notes due 2025 Hedge and the 2025 Warrants, the Company received 1.9 million of the Company’s common stock from the Notes due 2025 Hedge settlement and issued 1.8 million of the Company’s common stock from the 2025 Warrants that were unwound. Following the unwind transactions summarized above, as of March 31, 2022, options to purchase approximately 1.3 million shares of common stock remained outstanding under the Notes due 2025 Hedge, and 2025 Warrants exercisable to purchase approximately 1.3 million shares remained outstanding.
For the period from March 9, 2020, the issuance date of the Notes due 2025 Hedge and 2025 Warrants, through May 19, 2020, the number of authorized and unissued shares of the Company’s common stock that are not reserved for other purposes was less than the maximum number of underlying shares that will be required to settle the Notes due 2025 through the delivery of shares of the Company’s common stock. Accordingly, the Notes due 2025 Hedge and 2025 Warrants could only be settled on net cash settlement basis. As a result, the Notes due 2025 Hedge and 2025 Warrants were classified as a Convertible notes hedge asset and 2025 Warrants liability, respectively, in the condensed consolidated balance sheet and the change in fair value of derivatives was included in other expense, net in the condensed consolidated statement of operations.
On May 20, 2020, at the Company’s annual meeting of stockholders, the stockholders approved the Amendment and satisfied the Share Reservation Condition (as discussed above), and as a result, the Convertible notes hedge asset and the 2025 Warrants liabilities were remeasured at a fair value of $117.1 million and $96.4 million, respectively, and were then reclassified to additional paid-in-capital in the condensed consolidated balance sheet in the second quarter of 2020 and is no longer remeasured as long as they continue to meet the conditions for equity classification. The change in the fair value of the Convertible notes hedge asset and the 2025 Warrants liability were recorded in other expense, net in the condensed consolidated statements of operations during the three months ended March 31, 2021.
Enphase Energy, Inc. | 2022 Form 10-Q | 29
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Convertible Senior Notes due 2023
In August 2018, the Company sold $65.0 million aggregate principal amount of 4.0% convertible senior notes due 2023 (the “Notes due 2023”) in a private placement. On May 30, 2019, the Company entered into separately and privately-negotiated transactions with certain holders of the Notes due 2023 resulting in the repurchase and exchange, as of June 5, 2019, of $60.0 million aggregate principal amount of the notes in consideration for the issuance of 10,801,080 shares of common stock and separate cash payments totaling $6.0 million. As of both March 31, 2022 and December 31, 2021, $5.0 million aggregate principal amount of the Notes due 2023 remained outstanding.
The remaining outstanding Notes due 2023 are general unsecured obligations and bear interest at a rate of 4.0% per year, payable semi-annually on February 1 and August 1 of each year. The Notes due 2023 are governed by an indenture between the Company and U.S. Bank National Association, as trustee. The remaining outstanding Notes due 2023 will mature on August 1, 2023, unless earlier repurchased by the Company or converted at the option of the holders. The Company may not redeem the remaining Notes due 2023 prior to the maturity date, and no sinking fund is provided for such notes. The remaining Notes due 2023 are convertible, at a holder’s election, in multiples of $1,000 principal amount, into shares of the Company’s common stock based on the applicable conversion rate. The initial conversion rate for such notes is 180.018 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $5.56 per share). The conversion rate and the corresponding conversion price are subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest. Holders of the remaining Notes due 2023 who convert their notes in connection with a make-whole fundamental change (as defined in the applicable indenture) are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change, holders of the remaining Notes due 2023 may require the Company to repurchase all or a portion of their notes at a price equal to 100% of the principal amount of notes, plus any accrued and unpaid interest, including any additional interest to, but excluding, the repurchase date. Holders may convert all or any portion of their Notes due 2023 at their option at any time prior to the close of business on the business day immediately preceding the maturity date, in multiples of $1,000 principal amount.
The following table presents the amount of interest cost recognized relating to the contractual interest coupon and the amortization of debt issuance costs of the Notes due 2023.
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands) |
Contractual interest expense | | | | | $ | 50 | | | $ | 50 | | | |
| | | | | | | | | |
Amortization of debt issuance costs | | | | | 10 | | | 10 | | | |
Total interest costs recognized | | | | | $ | 60 | | | $ | 60 | | | |
10. COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leases office facilities under noncancelable operating leases that expire on various dates through 2032, some of which may include options to extend the leases for up to 12 years.
The components of lease expense are presented as follows:
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands) |
Operating lease costs | | | | | $ | 1,937 | | | $ | 1,631 | | | |
Enphase Energy, Inc. | 2022 Form 10-Q | 30
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The components of lease liabilities are presented as follows:
| | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
| (In thousands except years and percentage data) |
Operating lease liabilities, current (Accrued liabilities) | $ | 3,722 | | | $ | 3,830 | |
Operating lease liabilities, non-current (Other liabilities) | 17,591 | | | 11,920 | |
Total operating lease liabilities | $ | 21,313 | | | $ | 15,750 | |
| | | |
Supplemental lease information: | | | |
Weighted average remaining lease term | 5.9 years | | 5.9 years |
Weighted average discount rate | 6.4% | | 7.4% |
Supplemental cash flow and other information related to operating leases, are as follows:
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands) |
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | | | |
Operating cash flows from operating leases | | | | | $ | 1,518 | | | $ | 1,361 | | | |
| | | | | | | | | |
Non-cash investing activities: | | | | | | | | | |
Lease liabilities arising from obtaining right-of-use assets | | | | | $ | 6,742 | | | $ | — | | | |
Undiscounted cash flows of operating lease liabilities as of March 31, 2022 are as follows:
| | | | | |
| Lease Amounts |
| (In thousands) |
Year: | |
2022 (remaining nine months) | $ | 3,815 | |
2023 | 5,262 | |
2024 | 4,362 | |
2025 | 3,632 | |
2026 | 2,637 | |
Thereafter | 5,845 | |
Total lease payments | 25,553 | |
Less: imputed lease interest | (4,240) | |
Total lease liabilities | $ | 21,313 | |
Purchase Obligations
The Company has contractual obligations related to component inventory that its contract manufacturers procure on its behalf in accordance with its production forecast as well as other inventory related purchase commitments. As of March 31, 2022, these purchase obligations totaled approximately $398.6 million.
Litigation
From time-to-time, the Company may be involved in litigation relating to claims arising out of its operations, the ultimate disposition of which could have a material adverse effect on its operations, financial condition or cash flows. The Company is not currently involved in any material legal proceedings; however, the Company may be involved in material legal proceedings in the future. Such matters are subject to uncertainty and there can be no assurance that such legal proceedings will not have a material effect on its business, results of operations, financial position or cash flows.
Enphase Energy, Inc. | 2022 Form 10-Q | 31
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
11. STOCK-BASED COMPENSATION
Stock-based Compensation Expense
Stock-based compensation expense for all stock-based awards, which includes stock options, restricted stock units (“RSUs”) and performance-based stock units (“PSUs”), expected to vest is measured at fair value on the date of grant and recognized ratably over the requisite service period.
In addition, as part of certain business acquisitions, the Company is obligated to issue shares of common stock of the Company as payment subject to achievement of certain targets. For such payments, the Company records stock-based compensation classified as post-combination expense ratably over the measurement period presuming the targets will be met.
The following table summarizes the components of total stock-based compensation expense included in the condensed consolidated statements of operations for the periods presented.
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands) |
Cost of revenues | | | | | $ | 2,507 | | | $ | 982 | | | |
Research and development | | | | | 13,729 | | | 5,749 | | | |
Sales and marketing | | | | | 13,057 | | | 3,537 | | | |
General and administrative | | | | | 18,504 | | | 4,576 | | | |
| | | | | | | | | |
Total | | | | | $ | 47,797 | | | $ | 14,844 | | | |
| | | | | | | | | |
The following table summarizes the various types of stock-based compensation expense for the periods presented.
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands) |
Stock options, RSUs and PSUs | | | | | $ | 44,112 | | | $ | 13,840 | | | |
Employee stock purchase plan | | | | | 1,382 | | | 1,004 | | | |
Post combination expense accrual (Accrued liabilities) | | | | | 2,303 | | | — | | | |
Total | | | | | $ | 47,797 | | | $ | 14,844 | | | |
As of March 31, 2022, there was approximately $231.2 million of total unrecognized stock-based compensation expense related to unvested equity awards, which are expected to be recognized over a weighted-average period of 2.9 years.
Enphase Energy, Inc. | 2022 Form 10-Q | 32
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Equity Awards Activity
Stock Options
The following is a summary of stock option activity.
| | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2021 | 2,264 | | | $ | 1.90 | | | | | |
Granted | — | | | — | | | | | |
Exercised | (194) | | | 2.09 | | | | | $ | 42,091 | |
Canceled | — | | | — | | | | | |
Outstanding at March 31, 2022 | 2,070 | | | $ | 1.89 | | | 2.6 | | $ | 413,757 | |
Vested and expected to vest at March 31, 2022 | 2,070 | | | $ | 1.89 | | | 2.6 | | $ | 413,757 | |
Exercisable at March 31, 2022 | 2,070 | | | $ | 1.89 | | | 2.6 | | $ | 413,757 | |
(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, 2022 is based on the closing price of the last trading day during the period ended March 31, 2022. The Company’s stock fair value used in this computation was $201.78 per share.
The following table summarizes information about stock options outstanding at March 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 | | 486 | | | 3.1 | | $ | 0.85 | | | 486 | | | $ | 0.85 | |
$1.29 —– $1.29 | | 1,000 | | | 2.5 | | 1.29 | | | 1,000 | | | 1.29 | |
$1.31 —– $1.90 | | 422 | | | 2.0 | | 1.33 | | | 422 | | | 1.33 | |
$1.92 —– $14.58 | | 151 | | | 3.1 | | 6.30 | | | 151 | | | 6.30 | |
$64.17 —– $64.17 | | 11 | | | 5.1 | | 64.17 | | | 11 | | | 64.17 | |
Total | | 2,070 | | | 2.6 | | $ | 1.89 | | | 2,070 | | | $ | 1.89 | |
Enphase Energy, Inc. | 2022 Form 10-Q | 33
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Restricted Stock Units
The following is a summary of RSU activity.
| | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2021 | 2,786 | | | $ | 100.73 | | | | | |
Granted | 153 | | | 150.81 | | | | | |
Vested | (639) | | | 70.19 | | | | | $ | 102,631 | |
Canceled | (43) | | | 120.94 | | | | | |
Outstanding at March 31, 2022 | 2,257 | | | 112.40 | | | 1.3 | | $ | 455,509 | |
Expected to vest at March 31, 2022 | 2,257 | | | $ | 112.40 | | | 1.3 | | $ | 455,509 | |
(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, 2022 is based on the closing price of the last trading day during the period ended March 31, 2022. The Company’s stock fair value used in this computation was $201.78 per share.
Performance Stock Units
The following is a summary of PSU activity. | | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2021 | 445 | | | $ | 169.82 | | | | | |
Granted | 27 | | | 160.09 | | | | | |
Vested | (303) | | | 168.88 | | | | | $ | 51,393 | |
Canceled | (169) | | | 169.93 | | | | | |
Outstanding at March 31, 2022 | — | | | $ | — | | | 0.0 | | $ | — | |
| | | | | | | |
(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, 2022 is based on the closing price of the last trading day during the period ended March 31, 2022. The Company’s stock fair value used in this computation was $201.78 per share.
12. INCOME TAXES
For the three months ended March 31, 2022, the Company’s income tax provision of $5.6 million on a net income before income taxes of $57.4 million was calculated using the annualized effective tax rate method and was primarily due to projected tax expense in the U.S. and foreign jurisdictions that are profitable, partially offset by tax deduction from employee stock compensation as a discrete event.
For the three months ended March 31, 2021, the Company’s income tax benefit of $33.4 million on a net loss before income taxes of $1.7 million was calculated using the annualized effective tax rate method and was primarily due to tax deduction from employee stock compensation as a discrete event, partially offset by projected tax expense in the U.S. and foreign jurisdictions that are profitable.
For the three months ended March 31, 2022 and 2021, in accordance with FASB guidance for interim reporting of income tax, the Company has computed its benefit (provision) for income taxes based on a projected annual effective tax rate while excluding loss jurisdictions which cannot be benefited.
Enphase Energy, Inc. | 2022 Form 10-Q | 34
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
13. NET INCOME PER SHARE
Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed in a similar manner, but it also includes the effect of potential common shares outstanding during the period, when dilutive. Potential common shares include stock options, RSUs, PSUs, shares to be purchased under the Company’s 2011 Employee Stock Purchase Plan, the Notes due 2023, 1.0% convertible senior notes due 2024 (the “Notes due 2024”), Notes due 2025, Notes due 2026, Notes due 2028, and warrant transactions in connection with the offering of the Notes due 2024 (the “2024 Warrants”), 2025 Warrants, 2026 Warrants and the 2028 Warrants. See Note 9, “Debt,” for additional information about the Company’s outstanding notes. The following table presents the computation of basic and diluted net income per share for the periods presented.
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands, except per share data) |
Numerator: | | | | | | | | | |
Net income | | | | | $ | 51,821 | | | $ | 31,698 | | | |
| | | | | | | | | |
| | | | | | | | | |
Convertible Senior Notes interest and financing costs, net | | | | | 1,559 | | | 44 | | | |
Adjusted net income | | | | | $ | 53,380 | | | $ | 31,742 | | | |
| | | | | | | | | |
Denominator: | | | | | | | | | |
Shares used in basic per share amounts: | | | | | | | | | |
Weighted average common shares outstanding | | | | | 134,327 | | | 131,303 | | | |
| | | | | | | | | |
Shares used in diluted per share amounts: | | | | | | | | | |
Weighted average common shares outstanding | | | | | 134,327 | | | 131,303 | | | |
Effect of dilutive securities: | | | | | | | | | |
Employee stock-based awards | | | | | 3,661 | | | 5,735 | | | |
Notes due 2023 | | | | | 900 | | | 900 | | | |
Notes due 2024 | | | | | — | | | 2,984 | | | |
2024 Warrants | | | | | — | | | 2,506 | | | |
Notes due 2025 | | | | | 1,253 | | | 1,713 | | | |
2025 Warrants | | | | | 401 | | | 1,301 | | | |
Notes due 2026 | | | | | 2,057 | | | — | | | |
| | | | | | | | | |
Notes due 2028 | | | | | 2,018 | | | — | | | |
| | | | | | | | | |
Weighted average common shares outstanding for diluted calculation | | | | | 144,617 | | | 146,442 | | | |
| | | | | | | | | |
Basic and diluted net income per share | | | | | | | | | |
Net income per share, basic | | | | | $ | 0.39 | | | $ | 0.24 | | | |
Net income per share, diluted | | | | | $ | 0.37 | | | $ | 0.22 | | | |
For the three months ended March 31, 2022, the dilutive effect of potentially dilutive common shares is reflected in diluted earnings per share by application of the treasury stock method for stock options, RSUs, PSUs, the 2025 Warrants, the 2026 Warrants and the 2028 Warrants. To the extent these potential common shares are antidilutive, they are excluded from the calculation of diluted net income per share.
Enphase Energy, Inc. | 2022 Form 10-Q | 35
ENPHASE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three months ended March 31, 2022, due to adoption of ASU 2020-06 on January 1, 2022, the Company is no longer utilizing the treasury stock method for earnings per share impact for the Notes due 2025, Notes due 2026 and Notes due 2028. Instead, the Company is applying the if-converted method when reporting the number of potentially dilutive shares of common stock as the Company may at its election, settle its Convertible Senior Notes through payment or delivery, as the case may be, in cash, shares of its common stock or a combination of cash and shares of its common stock. Under this method, diluted earnings per share is determined by assuming that all of the Convertible Senior Notes were converted into shares of the Company’s common stock at the beginning of the reporting period.
Further, the Company under the relevant sections of the indentures, irrevocably may elect to settle principal in cash and any excess in cash or shares of the Company’s common stock for its Notes due 2025, Notes due 2026 and Notes due 2028. If and when the Company makes such election, there will be no adjustment to the net income and the Company will use the average share price for the period to determine the potential number of shares to be issued based upon assumed conversion to be included in the diluted share count.
For the three months ended March 31, 2021, the dilutive effect of potentially dilutive common shares is reflected in diluted earnings per share by application of the treasury stock method for stock options, RSUs, PSUs, the Notes due 2024, the 2024 Warrants, the Notes due 2025, the 2025 Warrants, the Notes due 2026, the 2026 Warrants, the Notes due 2028 and the 2028 Warrants. To the extent these potential common shares are antidilutive, they are excluded from the calculation of diluted net income per share.
The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net income per share attributable to common stockholders because their effect would have been antidilutive.
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2022 | | 2021 | | |
| | | | | (In thousands) |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Employee stock-based awards | | | | | 359 | | | 54 | | | |
Notes due 2028 | | | | | — | | | 569 | | | |
2028 Warrants | | | | | 3,093 | | | 1,070 | | | |
Notes due 2026 | | | | | — | | | 682 | | | |
2026 Warrants | | | | | 3,152 | | | 1,070 | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total | | | | | 6,604 | | | 3,445 | | | |
14. RELATED PARTY
In 2018, a member of the Company’s board of directors and one of its principal stockholders, Thurman John Rodgers, purchased $5.0 million aggregate principal amount of the Notes due 2023 in a concurrent private placement. As of both March 31, 2022 and December 31, 2021, $5.0 million aggregate principal amount of the Notes due 2023 were outstanding. For additional information related to this purchase, see Note 9, “Debt,” for additional information related to this purchase. Enphase Energy, Inc. | 2022 Form 10-Q | 36