COVER PAGE
COVER PAGE - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 07, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35480 | ||
Entity Registrant Name | Enphase Energy, Inc. | ||
Entity Incorporation, State | DE | ||
Entity Tax Identification Number | 20-4645388 | ||
Entity Address, Address Line One | 47281 Bayside Parkway | ||
Entity Address, City or Town | Fremont | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94538 | ||
City Area Code | 877 | ||
Local Phone Number | 774-7000 | ||
Title of 12(b) Security | Common Stock, $0.00001 par value per share | ||
Trading Symbol | ENPH | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 19.4 | ||
Entity Common Stock, Shares Outstanding | 133,935,574 | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2021 are incorporated by reference into Part III of this Annual Report on Form 10-K | ||
Entity Central Index Key | 0001463101 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | San Francisco, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 119,316 | $ 679,379 |
Marketable securities | 897,335 | 0 |
Accounts receivable, net of allowances of $1,590 and $462 at December 31, 2021 and December 31, 2020, respectively | 333,626 | 182,165 |
Inventory | 74,400 | 41,764 |
Prepaid expenses and other assets | 37,784 | 29,756 |
Total current assets | 1,462,461 | 933,064 |
Property and equipment, net | 82,167 | 42,985 |
Operating lease, right of use asset, net | 14,420 | 17,683 |
Intangible assets, net | 97,758 | 28,808 |
Goodwill | 181,254 | 24,783 |
Other assets | 118,726 | 59,875 |
Deferred tax assets, net | 122,470 | 92,904 |
Total assets | 2,079,256 | 1,200,102 |
Current liabilities: | ||
Accounts payable | 113,767 | 72,609 |
Accrued liabilities | 157,912 | 76,542 |
Deferred revenues, current | 62,670 | 47,665 |
Warranty obligations, current (includes $14,612 and $8,267 measured at fair value at December 31, 2021 and December 31, 2020, respectively) | 19,395 | 11,260 |
Debt, current | 86,052 | 325,967 |
Total current liabilities | 439,796 | 534,043 |
Long-term liabilities: | ||
Deferred revenues, non-current | 187,186 | 125,473 |
Warranty obligations, non-current (includes $36,395 and $20,469 measured at fair value at December 31, 2021 and December 31, 2020, respectively) | 53,982 | 34,653 |
Other liabilities | 16,530 | 17,042 |
Debt, non-current | 951,594 | 4,898 |
Total liabilities | 1,649,088 | 716,109 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Common stock, $0.00001 par value, 300,000 shares and 200,000 shares authorized; and 133,894 shares and 128,962 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 1 | 1 |
Additional paid-in capital | 837,924 | 534,744 |
Accumulated deficit | (405,737) | (51,186) |
Accumulated other comprehensive income (loss) | (2,020) | 434 |
Total stockholders’ equity | 430,168 | 483,993 |
Total liabilities and stockholders’ equity | $ 2,079,256 | $ 1,200,102 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 1,590 | $ 462 |
Product warranty, measured at fair value, current | 14,612 | 8,267 |
Product warranty, measured at fair value, noncurrent | $ 36,395 | $ 20,469 |
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 300,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 133,894,000 | 128,962,000 |
Common stock, shares outstanding (in shares) | 133,894,000 | 128,962,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net revenues | $ 1,382,049 | $ 774,425 | $ 624,333 |
Cost of revenues | 827,627 | 428,444 | 403,088 |
Gross profit | 554,422 | 345,981 | 221,245 |
Operating expenses: | |||
Research and development | 105,526 | 55,921 | 40,381 |
Sales and marketing | 128,974 | 52,927 | 36,728 |
General and administrative | 104,090 | 50,694 | 38,808 |
Restructuring charges | 0 | 0 | 2,599 |
Total operating expenses | 338,590 | 159,542 | 118,516 |
Income from operations | 215,832 | 186,439 | 102,729 |
Other income (expense), net | |||
Interest income | 695 | 2,156 | 2,513 |
Interest expense | (45,152) | (21,001) | (9,691) |
Other (expense) income, net | 6,050 | (799) | (5,437) |
Loss on partial settlement of convertible notes | (56,497) | (3,037) | 0 |
Change in fair value of derivatives | 0 | (44,348) | 0 |
Total other expense, net | (94,904) | (67,029) | (12,615) |
Income before income taxes | 120,928 | 119,410 | 90,114 |
Income tax benefit | 24,521 | 14,585 | 71,034 |
Net income | $ 145,449 | $ 133,995 | $ 161,148 |
Net income per share: | |||
Basic (in USD per share) | $ 1.09 | $ 1.07 | $ 1.38 |
Diluted (in USD per share) | $ 1.02 | $ 0.95 | $ 1.23 |
Shares used in per share calculation: | |||
Basic (in shares) | 134,025 | 125,561 | 116,713 |
Diluted (in shares) | 142,878 | 141,918 | 131,644 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 145,449 | $ 133,995 | $ 161,148 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (334) | 1,357 | (1,665) |
Marketable securities | |||
Change in net unrealized loss | (2,120) | 0 | 0 |
Less: reclassification adjustment for net losses included in net income | 0 | 0 | 0 |
Net change, net of income tax benefit of $745 | (2,120) | 0 | 0 |
Comprehensive income | $ 142,995 | $ 135,352 | $ 159,483 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Marketable Securities, income tax benefit | $ 745 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated deficit | Accumulated deficitCumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive income (loss) |
Balance, beginning of period (in shares) at Dec. 31, 2018 | 107,035 | |||||||
Balance, beginning of period at Dec. 31, 2018 | $ 7,776 | $ 0 | $ 1 | $ 353,335 | $ 27 | $ (346,302) | $ (27) | $ 742 |
Issuance of common stock from exercise of equity awards and employee stock purchase plan (in shares) | 5,273 | |||||||
Issuance of common stock from exercise of equity awards and employee stock purchase plan | 4,985 | 4,985 | ||||||
Payment of withholding taxes related to net share settlement of equity awards | (8,198) | (8,198) | ||||||
Conversion of convertible notes due 2023, net (in shares) | 10,801 | |||||||
Settlement of convertible senior notes | 58,857 | 58,857 | ||||||
Cost of convertible notes hedge related to the convertible senior notes, net | (36,313) | (36,313) | ||||||
Sale of warrants related to the convertible senior notes | 29,818 | 29,818 | ||||||
Equity component of settlement of convertible senior notes, net | 35,387 | 35,387 | ||||||
Stock-based compensation | 20,417 | 20,417 | ||||||
Net income | 161,148 | 161,148 | ||||||
Foreign currency translation adjustments | (1,665) | (1,665) | ||||||
Change in net unrealized loss on marketable securities, net of tax | 0 | |||||||
Balance, ending of period (in shares) at Dec. 31, 2019 | 123,109 | |||||||
Balance, end of period at Dec. 31, 2019 | 272,212 | $ 1 | 458,315 | (185,181) | (923) | |||
Issuance of common stock from exercise of equity awards and employee stock purchase plan (in shares) | 4,002 | |||||||
Issuance of common stock from exercise of equity awards and employee stock purchase plan | 8,395 | 8,395 | ||||||
Payment of withholding taxes related to net share settlement of equity awards | (68,330) | (68,330) | ||||||
Conversion of convertible notes due 2023, net (in shares) | 1,851 | |||||||
Settlement of convertible senior notes | 301,015 | 301,015 | ||||||
Equity component of convertible senior notes, net | 116,502 | 116,502 | ||||||
Cost of convertible notes hedge related to the convertible senior notes, net | (117,108) | (117,108) | ||||||
Sale of warrants related to the convertible senior notes | 96,351 | 96,351 | ||||||
Equity component of settlement of convertible senior notes, net | (306,220) | (306,220) | ||||||
Exercise of convertible notes hedge related to the convertible senior notes (in shares) | (1,851) | |||||||
Exercise of warrants related to convertible senior notes (in shares) | 1,851 | |||||||
Change in fair value of common stock related to acquisition | 3,321 | 3,321 | ||||||
Stock-based compensation | 42,503 | 42,503 | ||||||
Net income | 133,995 | 133,995 | ||||||
Foreign currency translation adjustments | 1,357 | 1,357 | ||||||
Change in net unrealized loss on marketable securities, net of tax | $ 0 | |||||||
Balance, ending of period (in shares) at Dec. 31, 2020 | 128,962 | 128,962 | ||||||
Balance, end of period at Dec. 31, 2020 | $ 483,993 | $ 1 | 534,744 | (51,186) | 434 | |||
Issuance of common stock from exercise of equity awards and employee stock purchase plan (in shares) | 2,808 | |||||||
Issuance of common stock from exercise of equity awards and employee stock purchase plan | 7,484 | 7,484 | ||||||
Payment of withholding taxes related to net share settlement of equity awards (in shares) | 0 | |||||||
Payment of withholding taxes related to net share settlement of equity awards | (29,136) | (29,136) | ||||||
Equity component of convertible senior notes, net | 207,970 | 207,970 | ||||||
Cost of convertible notes hedge related to the convertible senior notes, net | (213,322) | (213,322) | ||||||
Sale of warrants related to the convertible senior notes | 220,800 | 220,800 | ||||||
Equity component of settlement of convertible senior notes, net | (976,714) | (976,714) | ||||||
Settlement of convertible senior notes (in shares) | 5,489 | |||||||
Settlement of convertible senior notes | 972,273 | 972,273 | ||||||
Exercise of convertible notes hedge related to the convertible senior notes (in shares) | (5,721) | |||||||
Exercise of warrants related to convertible senior notes (in shares) | 5,582 | |||||||
Stock-based compensation | 113,825 | 113,825 | ||||||
Net income | 145,449 | 145,449 | ||||||
Repurchase of common stock (in shares) | (3,226) | |||||||
Repurchase of common stock | (500,000) | (500,000) | ||||||
Foreign currency translation adjustments | (334) | (334) | ||||||
Change in net unrealized loss on marketable securities, net of tax | $ (2,120) | (2,120) | ||||||
Balance, ending of period (in shares) at Dec. 31, 2021 | 133,894 | 133,894 | ||||||
Balance, end of period at Dec. 31, 2021 | $ 430,168 | $ 1 | $ 837,924 | $ (405,737) | $ (2,020) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 145,449 | $ 133,995 | $ 161,148 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 32,439 | 18,103 | 14,119 |
Provision for doubtful accounts | 477 | 425 | 217 |
Asset impairment | 0 | 0 | 1,124 |
Non-cash interest expense | 44,387 | 18,825 | 6,081 |
Financing fees on extinguishment of debt | 0 | 0 | 2,152 |
Fees paid for repurchase and exchange of convertible notes due 2023 | 0 | 0 | 6,000 |
Loss on partial settlement of convertibles notes | 56,497 | 3,037 | 0 |
Deemed repayment of convertible notes attributable to accreted debt discount | (15,718) | (3,132) | 0 |
Gain on settlement of debt securities | (6,569) | 0 | 0 |
Change in fair value of debt securities | (3,042) | 0 | 0 |
Stock-based compensation | 114,286 | 42,503 | 20,176 |
Change in fair value of derivatives | 0 | 44,348 | 0 |
Deferred income taxes | (31,241) | (17,117) | (73,375) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (151,160) | (34,321) | (68,745) |
Inventory | (29,258) | (9,708) | (15,789) |
Prepaid expenses and other assets | (26,885) | (14,636) | (14,293) |
Accounts payable, accrued and other liabilities | 117,183 | 35,695 | 22,200 |
Warranty obligations | 27,016 | 8,815 | 5,804 |
Deferred revenues | 78,167 | (10,498) | 72,248 |
Net cash provided by operating activities | 352,028 | 216,334 | 139,067 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (52,258) | (20,558) | (14,788) |
Purchase of intangible asset | (250) | 0 | 0 |
Investments in private companies | (58,000) | (5,010) | 0 |
Redemption of investment in private companies | 26,569 | 0 | 0 |
Business acquisitions, net of cash acquired | (235,652) | 0 | 0 |
Purchases of marketable securities | (934,956) | 0 | 0 |
Maturities of marketable securities | 35,000 | 0 | 0 |
Net cash used in investing activities | (1,219,547) | (25,568) | (14,788) |
Cash flows from financing activities: | |||
Issuance of convertible notes, net of issuance costs | 1,188,439 | 312,420 | 127,413 |
Purchase of convertible note hedges | (286,235) | (89,056) | (36,313) |
Sale of warrants | 220,800 | 71,552 | 29,818 |
Fees paid for repurchase and exchange of convertible notes due 2023 | 0 | 0 | (6,000) |
Principal payments and financing fees on debt | (1,694) | (2,575) | (45,855) |
Partial repurchase of convertible notes | (290,247) | (40,728) | 0 |
Proceeds from exercise of equity awards and employee stock purchase plan | 7,484 | 8,395 | 4,985 |
Repurchase of common stock | (500,000) | 0 | 0 |
Payment of withholding taxes related to net share settlement of equity awards | (29,136) | (68,330) | (8,198) |
Net cash provided by financing activities | 309,411 | 191,678 | 65,850 |
Effect of exchange rate changes on cash and cash equivalents | (1,955) | 826 | (257) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (560,063) | 383,270 | 189,872 |
Cash, cash equivalents and restricted cash—Beginning of period | 679,379 | 296,109 | 106,237 |
Cash, cash equivalents and restricted cash—End of period | 119,316 | 679,379 | 296,109 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | |||
Cash and cash equivalents | 119,316 | 679,379 | 251,409 |
Restricted cash | 0 | 0 | 44,700 |
Total cash, cash equivalents, and restricted cash | 119,316 | 679,379 | 296,109 |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for interest | 733 | 1,875 | 2,689 |
Cash paid for income taxes | 4,823 | 3,452 | 1,755 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Purchases of fixed assets included in accounts payable | 7,498 | 3,630 | 672 |
Contingent consideration in connection with the acquisition | 3,500 | 0 | 0 |
Accrued interest payable unpaid upon exchange of convertible notes due 2023 | $ 0 | $ 0 | $ 833 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 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 consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“U.S.”), or GAAP. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 evolving COVID-19 pandemic. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition The Company generates revenue from sales of its solutions, which include microinverter units and related accessories, an Envoy communications gateway, the cloud-based Enlighten monitoring service, storage solutions, Electric Vehicle (“EV”) charging solutions beginning in the first quarter of 2022, design, proposal and permitting services, as well as a platform matching cleantech asset owners to a local and on-demand workforce of service providers, to distributors, large installers, OEMs and strategic partners. Revenues are recognized when control of the promised goods or services are transferred to the Company’s customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The Company generates all of its revenues from contracts with its customers. A description of principal activities from which the Company generates revenues follows. • Products Delivered at a Point in Time. The Company sells its products and professional services to customers in accordance with the terms of the related customer contracts. The Company generates revenues from sales of its solutions, which include microinverter units and related accessories, an Envoy communications gateway and Enlighten service, communications accessories, storage solutions, EV charging solutions beginning in the first quarter of 2022, design, proposal and permitting services, as well as a platform matching cleantech asset owners to a local and on-demand workforce of service providers to distributors, large installers, OEMs and strategic partners. Microinverter units, microinverter accessories, storage and EV solutions, design, proposal and permitting services, as well as completed work orders on its platform matching cleantech asset owners to a local and on-demand workforce of service providers, are delivered to customers at a point in time, and the Company recognizes revenue for these products or professional services when the Company transfers control of the product or professional services to the customer, which is generally upon product shipment or service delivery, respectively. • Products Delivered Over Time. The sale of an Envoy communications gateway includes the Company’s Enlighten cloud-based monitoring service. The full consideration for these products represents a single performance obligation and is deferred at the sale date and recognized over the estimated service period of 6 years. The Company also sells certain communication accessories that contain a service performance obligation to be delivered over time. The revenue from these products is recognized over the related service period, which is typically 5 or 12 years. The subscription services revenue generated from each customer’s subscription to the Company’s design and proposal software is recognized on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. The subscription contracts are generally three to twelve months in length and billed in advance. When the Company sells a product with more than one performance obligation, such as the IQ Combiner which includes both hardware and Envoy, the total consideration is allocated to these performance obligations based on their relative standalone selling prices. The Company records certain contra revenue promotions as variable consideration and recognizes these promotions at the time the related revenue is recorded. The Company records upfront contract acquisition costs, such as sales commissions, to be capitalized and amortized over the estimated life of the asset. For contracts that have a duration of less than one year, the Company follows the Topic 606 practical expedient and expenses these costs when incurred. Commissions related to the Company’s sale of monitoring hardware and service are capitalized and amortized over the period of the associated revenue, which is 6 years. See Note 3 . “Revenue Recognition,” for additional information related to revenue recognition. Cost of Revenues The Company includes the following in cost of revenues: product costs, warranty, manufacturing personnel and logistics costs, freight costs, inventory write-downs, hosting services costs related to the Company’s Enlighten service offering and design and proposal services, depreciation and amortization of manufacturing test equipment and amortization of capitalized software development costs related to the Company’s Enlighten service offering, design and proposal services, and employee-related expenses associated with proposal and permitting services and design and proposal service customer support. A description of principal activities from which the Company recognizes cost of revenue is as follows. • Products Delivered at a Point in Time. Cost of revenue from these products is recognized when the Company transfers control of the product to the customer, which is generally upon shipment. • Products Delivered Over Time. Cost of revenue from these products is recognized over the related service period. Cash, Cash Equivalents and Marketable Securities The Company classifies investments in marketable securities as available-for-sale investments and records these marketable securities at fair value. The Company determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All highly liquid investments with original maturities of 90 days or less from the date of purchase are classified as cash equivalents, while all others are presented within current assets since these investments represent funds available for current operations and the Company has the ability and intent, if necessary, to liquidate any of these investments within one year in order to meet liquidity needs or to grow the business, including for potential business acquisitions or other strategic transactions. Marketable securities are recorded at fair value, with the unrealized gains or losses unrelated to credit loss factors included in accumulated other comprehensive income (loss), net of tax. Realized gains and losses and declines in value determined to be other than temporary based on the specific identification method are reported in other income (expense), net in the consolidated statements of operations. The Company periodically reviews whether the securities may be other-than-temporarily impaired, including whether or not (i) the Company has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If one of these factors is met, the Company records an impairment loss associated with the impaired investment. The impairment loss will be recorded as a write-down of investments in the consolidated balance sheets and a realized loss within other income (expense), net in the consolidated statements of operations. There were no credit-related impairments recognized on the Company’s investments in marketable securities during the periods presented. For purposes of identifying and measuring impairment, the policy election was made to exclude the applicable accrued interest from both the fair value and amortized cost basis. Applicable accrued interest of $2.1 million, net of the allowance for credit losses, if any, is recorded in prepaid expenses and other current assets on the consolidated balance sheets as of December 31, 2021. Fair Value of Financial Instruments The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of those instruments. Equity investments with readily determinable fair value are carried at fair value based on quoted market prices or estimated based on market conditions and risks existing at each balance sheet date. Equity investments without readily determinable fair value are measured at cost less impairment, and are adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Convertible Note Derivatives In March 2020, the Company issued $320.0 million aggregate principal amount of its 0.25% convertible senior notes due 2025 (the “Notes due 2025”). Concurrently with the issuance of Notes due 2025, the Company entered into privately-negotiated convertible note hedge and warrant transactions which in combination are intended to reduce the potential dilution from the conversion of the Notes due 2025. The Company could not elect to issue the shares of common stock upon settlement of Notes due 2025 or convertible note hedge or warrant transactions due to insufficient authorized share capital. As a result, the embedded conversion option and warrants were accounted for as derivative liabilities and convertible notes hedge as a derivative asset and a gain (or loss) was reported in other expense, net in the consolidated statement of operations to the extent the valuation changed from the date of issuance of Notes due 2025. On May 20, 2020, at the Company’s annual meeting of stockholders, the stockholders approved an amendment to its certificate of incorporation to increase the number of authorized shares of the Company’s common stock. As a result, the Company is now able to settle the Notes due 2025, convertible notes hedge and warrants through payment or delivery, as the case may be, of cash, shares of its common stock or a combination thereof, at the Company’s election. Accordingly, on May 20, 2020, the embedded derivative liability, convertible notes hedge and warrants liability were remeasured at a fair value and were then reclassified to additional paid-in-capital in the consolidated balance sheet in the second quarter of 2020 and are no longer remeasured as long as they continue to meet the conditions for equity classification. As of both December 31, 2021 and 2020, the Company does not have any convertible note derivatives. See Note 13 . “Debt,” for additional information related to these transactions. Accounts Receivables and Contract Assets 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. Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for uncollectible accounts receivable. Management estimates anticipated credit losses from doubtful accounts based on days past due, customer specific experience, collection history, the financial health of customers including from the impacts of the COVID-19 pandemic, among other factors. Accounts receivable are recorded net of allowance for doubtful accounts. The following table sets forth activities in the allowance for doubtful accounts for the periods indicated. December 31, 2021 2020 2019 (In thousands) Balance, at beginning of year $ 462 $ 564 $ 2,138 Net charges to expense or reduction in revenue 1,140 425 217 Write-offs, net of recoveries (12) (527) (1,791) Balance, at end of year $ 1,590 $ 462 $ 564 Inventory Inventory is valued at the lower of cost or market. Market is current replacement cost (by purchase or by reproduction, dependent on the type of inventory). In cases where market exceeds net realizable value ( i.e. , estimated selling price less reasonably predictable costs of completion and disposal), inventories are stated at net realizable value. Market is not considered to be less than net realizable value reduced by an allowance for an approximately normal profit margin. The Company determines cost on a first-in first-out basis. Management assesses the valuation on a quarterly basis and writes down the value for any excess and obsolete inventory based upon expected demand, anticipated sales price, effect of new product introductions, product obsolescence, customer concentrations, product merchantability and other factors. Inventory write-downs are equal to the difference between the cost of inventories and market. Long-Lived Assets Property and equipment are stated at cost less accumulated depreciation. Cost includes amounts paid to acquire or construct the asset as well as any expenditure that substantially adds to the value of or significantly extends the useful life of an existing asset. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 10 years. Leasehold improvements are amortized over the shorter of the lease term or expected useful life of the improvements. Internal-use software, whether purchased or developed, is capitalized at cost and amortized on a straight-line basis over its estimated useful life. Costs associated with internally developed software are expensed until the point at which the project has reached the development stage. Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they provide additional functionality. Software maintenance and training costs are expensed in the period in which they are incurred. The capitalization of internal-use software requires judgment in determining when a project has reached the development stage and the period over which the Company expects to benefit from the use of that software. The Company capitalizes implementation costs related to cloud computing (i.e. hosting) arrangements that are accounted for as a service contract that meets the accounting requirement for capitalization as such implementation costs were incurred to develop or utilize internal-use software hosted by a third party vendor. The capitalized implementation costs are recorded as part of “Other assets” on the consolidated balance sheet and is amortized over the length of the service contract. Property, plant and equipment, including internal-use software, and capitalized implementation costs related to cloud computing arrangements, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. The Company recorded asset impairment charges for specific assets that were no longer in use of approximately zero, zero and $1.1 million for the years ended 2021, 2020 and 2019, respectively. There were no events or changes in circumstances that may indicate the carrying amount of remaining assets is not recoverable. Business Combinations Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires the Company to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. Accounting for business acquisitions requires the Company to make judgments as to whether a purchase transaction is a multiple element contract, meaning that it includes other transaction components. This judgment and determination affect the amount of consideration paid that is allocable to assets and liabilities acquired in the business purchase transaction. Additional information existing as of the acquisition date but unknown to the Company may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded. Goodwill Goodwill results from the purchase consideration paid in excess of the fair value of the net assets recorded in connection with business acquisitions. Goodwill is not amortized but is assessed for potential impairment at least annually during the fourth quarter of each fiscal year or between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Goodwill is tested at the reporting unit level, which the Company has determined to be the same as the entity as a whole (entity level). The Company first performs qualitative assessment to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying value. If, after assessing the qualitative factors, we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying value, an impairment analysis will be performed. Qualitative factors include industry and market consideration, overall financial performance, share price trends and market capitalization and Company-specific events. The Company determined, after performing a qualitative review of its reporting unit, that it is more likely than not that the fair value of our reporting unit exceeds its carrying value. Accordingly, there was no indication of impairment in the years ended 2021, 2020 and 2019 and no quantitative goodwill impairment test was performed. Intangible Assets Intangible assets include patents and other purchased intangible assets. Intangible assets with finite lives are amortized on a straight-line basis, with estimated useful lives ranging from 5 to 9 years. Indefinite-lived intangible assets are tested for impairment annually and are also tested for impairment between annual tests if an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Intangible assets with finite lives are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in determining the fair value of the asset. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. There was no impairment of intangible assets in any of the years presented. Contract Liabilities Contract liabilities are recorded as deferred revenue on the accompanying 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. Warranty Obligations Microinverters and Other Products Sold Through December 31, 2013 The Company’s warranty accrual provides for the replacement of microinverter units or other products that fail during the product’s warranty term (typically 15 years for first and second generation microinverters and up to 25 years for subsequent generation microinverters). On a quarterly basis, the Company employs a consistent, systematic and rational methodology to assess the adequacy of its warranty liability. This assessment includes updating all key estimates and assumptions for each generation of product, based on historical results, trends and the most current data available as of the filing date. The key estimates and assumptions used in the warranty liability are thoroughly reviewed by management on a quarterly basis. The key estimates used by the Company to estimate its warranty liability are: (1) the number of units expected to fail over time ( i.e., failure rate); (2) the number of failed units expected to result in warranty claims over time ( i.e., claim rate); and (3) the per unit cost of replacement units, including outbound shipping and limited labor costs, expected to be incurred to replace failed units over time ( i.e., replacement cost). Estimated Failure Rates — The Company’s Quality and Reliability department has primary responsibility to determine the estimated failure rates for each generation of microinverter. To establish initial failure rate estimates for each generation of microinverter, the Company’s quality engineers use a combination of industry standard Mean Time Between Failure (“MTBF”) estimates for individual components contained in its microinverters, third party data collected on similar equipment deployed in outdoor environments similar to those in which the Company’s microinverters are installed, and rigorous long term reliability and accelerated life cycle testing which simulates the service life of the microinverter in a short period of time. As units are deployed into operating environments, the Company continues to monitor product performance through its Enlighten monitoring platform. It typically takes three three Estimated Claim Rates — Warranty claim rate estimates are based upon observed historical trends and assumptions with respect to expected customer behavior over the warranty period. As the vast majority of the Company’s microinverters have been sold to end users for residential applications, the Company believes that warranty claim rates will be affected by changes over time in residential home ownership because the Company expects that subsequent homeowners are less likely to file claims than the homeowners who originally purchase the microinverters. Estimated Replacement Costs — Three factors are considered in the Company’s analysis of estimated replacement cost: (1) the estimated cost of replacement microinverters; (2) the estimated cost to ship replacement microinverters to end users; and (3) the estimated labor reimbursement expected to be paid to third party installers performing replacement services for the end user. Because the Company’s warranty provides for the replacement of defective microinverters over long periods of time (between 15 and 25 years, depending on the generation of product purchased), the estimated per unit cost of current and future product generations is considered in the estimated replacement cost. Estimated costs to ship replacement units are based on observable, market-based shipping costs paid by the Company to third party freight carriers. The Company has a separate program that allows third-party installers to claim fixed-dollar reimbursements for labor costs they incur to replace failed microinverter units for a limited time from the date of original installation. Included in the Company’s estimated replacement cost is an analysis of the number of fixed-dollar labor reimbursements expected to be claimed by third party installers over the limited offering period. In addition to the key estimates noted above, the Company also compares actual warranty results to expected results and evaluates any significant differences. Management may make additional adjustments to the warranty provision based on performance trends or other qualitative factors. If actual failure rates, claim rates, or replacement costs differ from the Company’s estimates in future periods, changes to these estimates may be required, resulting in increases or decreases in the Company’s warranty obligations. Such increases or decreases could be material. Fair Value Option for Microinverters and Other Products Sold Since January 1, 2014 The Company’s warranty obligations related to microinverters sold since January 1, 2014 provide the Company the right, but not the requirement, to assign its warranty obligations to a third-party. Under Accounting Standards Codification (“ASC”) 825, “Financial Instruments” (also referred to as “fair value option”), an entity may choose to elect the fair value option for such warranties at the time it first recognizes the eligible item. The Company made an irrevocable election to account for all eligible warranty obligations associated with microinverters sold since January 1, 2014 at fair value. This election was made to reflect the underlying economics of the time value of money for an obligation that will be settled over an extended period of up to 25 years. 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 inputs that are unobservable and significant to the overall fair value measurement. Such additional assumptions included compensation comprised of a profit element and risk premium required of a market participant to assume the obligation and a discount rate based on the Company’s credit-adjusted risk-free rate. See Note 11 . “Fair Value Measurements,” for additional information. Warranty obligations initially recorded at fair value at the time of sale will be subsequently re-measured to fair value at each reporting date. In addition, the fair value of the liability will be accreted over the corresponding term of the warranty of up to 25 years using the interest method. Warranty for Other Products The Company offers a 5‑year warranty for its Envoy communications gateway and a 10‑year warranty on its AC Battery storage solution. The warranties provide the Company with the right, but not the obligation, to assign its warranty obligations to a third-party. As such, warranties for Envoy and AC Battery storage solution products are accounted for under the fair value method of accounting. Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies and loss recoveries, such as legal proceedings and claims arising out of its business as well as tariff refunds. An accrual for a loss contingency or loss recovery is recognized when it is probable and the amount of loss or recovery can be reasonably estimated. Advertising Costs Advertising costs, which are expensed and included in sales and marketing expense when incurred, were $16.2 million, $0.8 million and $0.6 million during the years ended December 31, 2021, 2020 and 2019, respectively. Research and Development Costs The Company expenses research and development costs as incurred. Research and development expense consists primarily of product development personnel costs, including salaries and benefits, stock-based compensation, other professional costs and allocated facilities costs. Stock-Based Compensation Share-based payments are required to be recognized in the Company’s consolidated statements of operations based on their fair values and the estimated number of shares expected to vest. The Company measures stock-based compensation expense for all share-based payment awards, including stock options made to employees and directors, based on the estimated fair values on the date of the grant. The fair value of stock options granted is estimated using the Black-Scholes option valuation model. The fair value of restricted stock units granted is determined based on the price of the Company’s common stock on the date of grant. The fair value of non-market‑based performance stock units granted is determined based on the date of grant or when achievement of performance is probable. The fair value of market‑based performance stock units granted is determined using a Monte‑Carlo model based on the date of grant or when achievement of performance is probable. Stock-based compensation for stock options and restricted stock units (“RSUs”) is recognized on a straight-line basis over the requisite service period. Stock-based compensation for performance stock units (“PSUs”) without market conditions is recognized when the performance condition is probable of being achieved, and then on a graded basis over the requisite service period. Stock-based compensation for PSUs with market conditions is recognized on a straight-line basis over the requisite service period. Additionally, the Company estimates its forfeiture rate annually based on historical experience and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates. Common Stock Repurchase The Company accounts for repurchase of common stock under ASC 505 and charges the entire cost of repurchase to the accumulated deficit. Leases The Company determines if an arrangement is or contains a lease at inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments over the lease term. Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate. Operating lease assets also include initial direct costs incurred and prepaid lease payments, minus any lease incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. The Company combines the lease and non-lease components in determining the operating lease assets and liabilities. Foreign Currency Translation The Company and most of its subsidiaries use their respective local currency as their functional currency. Accordingly, foreign currency assets and liabilities are translated using exchange rates in effect at the end of the period. Aggregate exchange gains and losses arising from the translation of foreign assets and liabilities are included in accumulated other comprehensive income (loss) in stockholders' equity. Foreign subsidiaries that use the U.S. dollar as their functional currency remeasure monetary assets and liabilities using exchange rates in effect at the end of the period. In addition, transactions that are denominated in non-functional currency are remeasured using exchange rates in effect at the end of the period. Exchange gains and losses arising from the remeasurement of monetary assets and liabilities are included in other income (expense), net in the consolidated statements of operations. Non-monetary assets and liabilities are carried at their historical values. Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that are recorded as an element of stockholders’ equity but are excluded from net income (loss). The Company’s other comprehensive income (loss) consists of foreign currency translation adjustments and change in net unrealized gain (loss) on marketable securities, net of tax. Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected tax consequences of temporary differences between the tax bases of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company assesses the realizability of the deferred tax assets to determine release of valuation allowance as necessary. In the event the Company determines that it is more likely than not that we would be able to realize deferred tax assets in the future in excess of our net recorded amount, an adjustment to the valuation allowance for the deferred tax asset would increase income in the period such determination was made. Likewise, should it be determined that additional amounts of the net deferred tax asset will not be realized in the future, an adjust |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | 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: Years Ended December 31, 2021 2020 (In thousands) Primary geographical markets: U.S. $ 1,108,801 $ 637,879 International 273,248 136,546 Total $ 1,382,049 $ 774,425 Timing of revenue recognition: Products delivered at a point in time $ 1,323,960 $ 728,254 Products and services delivered over time 58,089 46,171 Total $ 1,382,049 $ 774,425 Contract Balances Receivables, and contract assets and contract liabilities from contracts with customers are as follows: December 31, December 31, (In thousands) Receivables $ 333,626 $ 182,165 Short-term contract assets (Prepaid expenses and other assets) 23,508 17,879 Long-term contract assets (Other assets) 69,583 51,986 Short-term contract liabilities (Deferred revenues, current) 62,670 47,665 Long-term contract liabilities (Deferred revenues, non-current) 187,186 125,473 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 year ended December 31, 2021. Significant changes in the balances of contract assets (prepaid expenses and other assets) as of December 31, 2021 are as follows (in thousands): Contract Assets Contract Assets, beginning of period $ 69,865 Amount recognized (21,894) Increase 45,120 Contract Assets, end of period $ 93,091 Contract liabilities are recorded as deferred revenue on the accompanying 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. Significant changes in the balances of contract liabilities (deferred revenues) as of December 31, 2021 are as follows (in thousands): Contract Liabilities Contract Liabilities, beginning of period $ 173,138 Revenue recognized (64,793) Increase due to billings 141,511 Contract Liabilities, end of period $ 249,856 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: December 31, (In thousands) Fiscal year: 2022 $ 62,671 2023 55,497 2024 50,300 2025 43,362 2026 27,607 Thereafter 10,419 Total $ 249,856 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory consists of the following: December 31, December 31, (In thousands) Raw materials $ 25,429 $ 10,140 Finished goods 48,971 31,624 Total inventory $ 74,400 $ 41,764 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: Estimated Useful December 31, 2021 2020 (Years) (In thousands) Equipment and machinery 3-10 $ 95,365 $ 63,411 Furniture and fixtures 5-10 3,197 2,532 Computer equipment 3-5 5,861 2,972 Capitalized software costs 3-5 28,118 17,004 Building and leasehold improvements 3-10 12,546 9,021 Land 114 — Construction in process 14,332 9,747 Total 159,533 104,687 Less accumulated depreciation and amortization (77,366) (61,702) Property and equipment, net $ 82,167 $ 42,985 Depreciation expense for property and equipment for the years ended December 31, 2021, 2020 and 2019 was $16.7 million, $9.7 million and $7.3 million, respectively. As of December 31, 2021 and 2020, unamortized capitalized software costs were $12.6 million and $4.8 million, respectively. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATIONS Acquisition of ClipperCreek, Inc. (“ClipperCreek”) On December 31, 2021, the Company completed the acquisition of 100% of the shares of ClipperCreek, a privately-held company. ClipperCreek offers electric vehicle (“EV”) charging solutions for residential and commercial customers in the U.S. As part of the purchase price, the Company paid approximately $113.1 million in cash on December 31, 2021. The Company expects this acquisition will allow the Company to enter into the growing EV charging market and provides for cross-selling opportunities. 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 $40.0 million in shares of common stock of the Company payable in the first quarter of 2023, subject to achievement of certain revenue and operational targets. As the additional payments require continuous employment of certain key employees of ClipperCreek 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): Net tangible assets acquired $ 8,387 Intangible assets 37,800 Goodwill 66,916 Net assets acquired $ 113,103 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. Intangible assets consist primarily of trade name and order backlog. Trade name intangible is attributable to marketing goods and services under the ClipperCreek brand and order backlog pertains to purchase orders with customers yet to be fulfilled. 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) Order backlog $ 600 Based on actual shipments Trade name 37,200 5 Total identifiable intangible assets $ 37,800 The consolidated unaudited proforma revenue and net income for the two years presented below, which includes the acquisition of ClipperCreek, assuming the acquisition occurred on January 1, 2020, were (in thousands); Years Ended December 31, 2021 2020 Net revenues $ 1,401,803 $ 790,791 Net income $ 145,798 $ 139,126 The Company incurred and accrued costs related to this acquisition of $0.5 million that were recorded in general and administrative expenses in the accompanying consolidated statements of operations for the year ended December 31, 2021. Acquisition of 365 Pronto, Inc. (“365 Pronto”) On December 13, 2021, the Company completed the acquisition of 100% of the shares of 365 Pronto, a privately-held company. 365 Pronto provides an online platform for clean technology installation and service landscape by matching asset owners with an on-demand qualified workforce in the U.S. As part of the purchase price, the Company paid approximately $69.9 million in cash on December 13, 2021. The Company expects this acquisition will offer installers an online platform to service their operations and maintenance contracts and provides access to a nationwide qualified supplemental labor pool that can perform service calls. 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. The results of operations of 365 Pronto have been included in the Company’s consolidated statement of operations from the acquisition date. In addition to the purchase price above, the Company will be obligated to pay up to approximately $11.0 million in shares of the Company’s common stock in the first half of 2023 subject to achievement of certain revenue, operational and employment targets. As nature of additional payments represents an in-substance service period of certain key employees of 365 Pronto and are subject to other conditions, these payments are being accounted for as post-combination expense and will be recognized ratably over the term of measurement 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): Net tangible assets acquired $ 38 Intangible assets 19,500 Deferred tax liabilities (2,906) Goodwill 53,280 Net assets acquired $ 69,912 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. None of the goodwill is expected to be deductible for U.S. federal income tax purposes. Intangible assets consist primarily of developed technology and customer relationship intangibles. Intangible assets 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 relationship intangibles relate to 365 Pronto’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 $ 18,400 5 Customer relationship 1,100 5 Total identifiable intangible assets $ 19,500 Pro forma financial information has not been presented for the 365 Pronto acquisition as the impact to the Company’s consolidated financial statements was not material. The Company incurred and accrued costs related to this acquisition of $0.5 million that were recorded in general and administrative expenses in the accompanying consolidated statements of operations for the year ended December 31, 2021. Acquisition of DIN Engineer Service LLP’s (“DIN”) Solar Design Services Business On March 31, 2021, the Company completed its acquisition of DIN’s solar design services business. DIN's solar design services business provides outsourced proposal drawings and permit plan sets for residential solar installers in North America and will enhance the Company’s digital transformation effort. As part of the purchase price, the Company paid approximately $24.8 million in cash at closing on March 31, 2021.The Company expects this acquisition will provide installers new services by providing proposal drawing and permit plan sets. The acquisition has been accounted for as a business combination under the acquisition method; 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. The results of operations of DIN’s solar design services business have been included in the Company’s consolidated statement of operations from the acquisition date. In addition to the purchase price summarized above, the Company will be obligated to pay up to i) approximately $5.0 million in equal monthly installments over the course of one year following the acquisition date and ii) approximately $5.0 million payable on the one year anniversary following the acquisition date subject to achievement of certain revenue and operational targets. As both additional payments require continuous employment of certain key employees of DIN and are subject to other conditions, these payments are being accounted for as post-combination expense and are recognized ratably over the term of measurement period. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Net tangible assets acquired $ 1,281 Intangible assets 11,700 Goodwill 11,804 Net assets acquired $ 24,785 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. None of the goodwill is expected to be deductible for U.S. federal income tax purposes. Intangible assets consist primarily of customer relationship intangibles. Customer relationship intangibles relate to the ability of the acquired DIN solar design services business to sell current and future offering, 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) Customer relationship $ 11,700 5 Pro forma financial information has not been presented for the DIN's solar design services business acquisition as the impact to the Company’s consolidated financial statements was not material. The Company incurred costs related to this acquisition of $1.9 million that were recorded in general and administrative expenses in the accompanying consolidated statements of operations for the year ended December 31, 2021, respectively. Acquisition of Sofdesk Inc. (“Sofdesk”) On January 25, 2021, the Company completed the acquisition of 100% of the shares of Sofdesk, a privately-held company. Sofdesk provides design tools and services software for residential solar installers and roofing companies and will enhance the Company’s digital transformation efforts. The Company expects this acquisition will offer installers design, proposal and permitting services of home energy solutions. As part of the purchase price, the Company (i) paid approximately $32.0 million in cash on January 25, 2021 and (ii) is liable for up to approximately $3.7 million of contingent consideration payable during the first quarter of 2022, of which the Company recorded a liability of approximately $3.5 million representing the fair value of the contingent consideration. The contingent consideration is subject to remeasurement at each reporting period until paid. The acquisition date fair value of the purchase price was approximately $35.5 million, which consisted of the following (in thousands): Cash consideration $ 31,988 Fair value of contingent consideration 3,500 Total $ 35,488 In addition to the purchase price discussed above, the Company will be obligated to pay up to approximately $3.7 million, during the first quarter of 2022, subject to continued employment of key employees of Sofdesk. As this payment is contingent upon the continuous service of the key employees, it is being accounted for as a post-combination expense and is recognized ratably over the term of measurement period. 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. The results of operations of Sofdesk have been included in the Company’s consolidated statement of operations from the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, (in thousands): Net tangible assets acquired $ 1,441 Intangible assets 9,200 Deferred tax asset 457 Goodwill 24,390 Net assets acquired $ 35,488 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. None of the goodwill is expected to be deductible for U.S. federal income tax purposes. Intangible assets consist primarily of developed technology, customer relationship intangibles and trade name intangibles. Intangible assets 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 relationship intangibles relate to Sofdesk’s software ability to sell current and future offerings, as well as products built around the current offering, to its existing customers. Trade name intangibles are attributable to marketing goods and services under the Solargraf TM and Roofgraf TM brands. 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 $ 6,900 5 Customer relationship 1,800 5 Trade name 500 5 Total identifiable intangible assets $ 9,200 Pro forma financial information has not been presented for the Sofdesk acquisition as the impact to the Company’s consolidated financial statements was not material. The Company incurred costs related to this acquisition of $2.0 million that were recorded in general and administrative expenses in the accompanying consolidated statements of operations for the year ended December 31, 2021. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The Company’s goodwill as of December 31, 2021 and December 31, 2020 are as follows: Goodwill December 31, December 31, (In thousands) Goodwill, beginning of period $ 24,783 $ 24,783 Goodwill acquired 156,390 — Currency translation adjustment 81 — Goodwill, end of period $ 181,254 $ 24,783 The Company’s purchased intangible assets as of December 31, 2021 and December 31, 2020 are as follows: December 31, 2021 December 31, 2020 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 13,100 25,550 (8,958) 29,692 13,100 — (5,276) 7,824 Customer relationships 26,421 14,600 (11,448) 29,573 23,100 3,321 (5,723) 20,698 Trade names — 37,700 (93) 37,607 — — — — Order backlog — 600 — 600 — — — — Total purchased intangible assets $ 39,807 $ 78,450 $ (20,499) $ 97,758 $ 36,486 $ 3,321 $ (10,999) $ 28,808 Amortization expense related to finite-lived intangible assets are as follows: Years Ended December 31, 2021 2020 (In thousands) Developed technology $ 3,681 $ 2,183 Customer relationships 5,726 2,909 Trade names 93 — Total amortization expense $ 9,500 $ 5,092 Amortization of developed technology, customer relationships and trade names is recorded to cost of sales and sales and marketing expense. The expected future annual amortization expense of intangible assets as of December 31, 2021 is presented below (in thousands): December 31, Fiscal year: 2022 $ 22,212 2023 21,856 2024 19,059 2025 17,744 2026 14,185 Thereafter 2,416 Total $ 97,472 |
CASH EQUIVALENTS AND MARKETABLE
CASH EQUIVALENTS AND MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
CASH EQUIVALENTS AND MARKETABLE SECURITIES | CASH EQUIVALENTS AND MARKETABLE SECURITIES The marketable securities consist of the following (in thousands): 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 December 31, 2021 (in thousands): Amortized Cost Fair Value Due within one year $ 533,237 $ 532,689 Due within one to three years 436,503 434,192 Total $ 969,740 $ 966,881 All available-for-sale securities have been classified as current, based on management's intent and ability to use the funds in current operations. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Accrued liabilities consist of the following: December 31, December 31, (In thousands) Salaries, commissions, incentive compensation and benefits $ 13,062 $ 6,634 Customer rebates and sales incentives 79,038 36,622 Freight 20,522 10,300 Operating lease liabilities, current 3,830 4,542 Liability due to supply agreements 14,653 5,500 Contingent consideration 3,710 — Post combination expense accrual 8,602 — Other 14,495 12,944 Total accrued liabilities $ 157,912 $ 76,542 |
WARRANTY OBLIGATIONS
WARRANTY OBLIGATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Product Warranties Disclosures [Abstract] | |
WARRANTY OBLIGATIONS | WARRANTY OBLIGATIONS The Company’s warranty activities were as follows: Years Ended December 31, 2021 2020 2019 (In thousands) Warranty obligations, beginning of period $ 45,913 $ 37,098 $ 31,294 Accruals for warranties issued during period 18,098 7,021 5,244 Changes in estimates 19,414 9,954 8,591 Settlements (15,073) (12,811) (10,881) Increase due to accretion expense 4,654 3,255 2,326 Other 371 1,396 524 Warranty obligations, end of period 73,377 45,913 37,098 Less: current portion (19,395) (11,260) (10,078) Non-current $ 53,982 $ 34,653 $ 27,020 Changes in Estimates On a quarterly basis, the Company uses the best and most complete underlying information available, following a consistent, systematic and rational methodology to determine its warranty obligations. The Company considers all available evidence to assess the reasonableness of all key assumptions underlying its estimated warranty obligations for each generation of microinverter. The changes in estimates discussed below resulted from consideration of new or additional information becoming available and subsequent developments. Changes in estimates included in the table above were comprised of the following: 2021 In 2021, the Company recorded $19.4 million in warranty expense from changes in estimates, of which $11.6 million relates to continuing analysis of field performance data and diagnostic root-cause failure analysis primarily relating to its prior generation products, and $7.8 million relates to the timing of cost reduction assumptions for replacement products as the Company prioritizes servicing current sales demand and the increase in component costs due to global supply constraints. 2020 In 2020, the Company recorded a $8.8 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 $1.2 million related to unit costs for prior generation microinverter replacement driven by tariffs and labor reimbursement costs expected to be paid to third party installers performing replacement services. 2019 In 2019, the Company recorded a $5.5 million increase to warranty expense related to cost increases primarily driven by increased U.S. tariffs announced during 2019 for its products manufactured in China. The Company also recorded additional warranty expense of $3.1 million based on continuing analysis of field performance data and diagnostic root-cause failure analysis primarily relating to its second and third generation products, partially offset by improved failure rates for its IQ7 series. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 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: December 31, 2021 December 31, 2020 (In thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Money market funds $ 35,789 $ — $ — $ 654,699 $ — $ — Certificate of deposit — 6,000 — — — — Commercial paper — 26,997 — — — — Corporate notes and bonds — 760 — — — — Marketable securities: Certificate of deposit — 9,999 — — — — Commercial paper — 188,853 — — — — Corporate notes and bonds — 197,612 — — — — U.S. Government agencies — 485,873 — — — — U.S. Treasuries — 14,998 — — — — Other assets Investments in debt securities — — 41,042 — — — Total assets measured at fair value $ 35,789 $ 931,092 $ 41,042 $ 654,699 $ — $ — Liabilities: Accrued liabilities Contingent consideration $ — $ — $ 3,710 $ — $ — $ — Warranty obligations Current — — 14,612 — — 8,267 Non-current — — 36,395 — — 20,469 Total warranty obligations measured at fair value — — 51,007 — — 28,736 Total liabilities measured at fair value $ — $ — $ 54,717 $ — $ — $ 28,736 Notes due 2028 , Notes due 2026 and Notes due 2025 The Company carries the Notes due 2028, Notes due 2026 and Notes due 2025 (as defined below) at face value less unamortized discount and issuance costs on its consolidated balance sheets. The fair value of the Notes due 2028, Notes due 2026 and Notes due 2025 was $594.4 million, $642.3 million and $240.0 million, respectively, as of December 31, 2021 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. Equity investments without readily determinable fair value In December 2020, the Company invested approximately $5.0 million in a privately-held company without readily determinable market value, which is included in “Other assets” in the consolidated balance sheets. The Company has elected the measurement alternative for equity investments that do not have readily determinable fair values. The Company did not record an impairment charge on its investment during the year ended December 31, 2021, as no events or changes in circumstances were identified which could result as an indicator for impairment. Further, there were no observable price changes in orderly transactions for the identical or a similar investment of the same issuer during the year ended December 31, 2021. Equity investments without readily determinable fair value are classified within Level 3 in the fair value hierarchy because the Company estimates the value based on valuation methods using a combination of observable and unobservable inputs, including valuation ascribed to the issuing company in subsequent financing rounds, volatility in the results of operations of the issuers and rights and obligations of the securities the Company holds. 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 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. In June 2021, the Company invested approximately $20.0 million in secured convertible promissory notes issued by a privately-held company. The investment qualifies as an investment in a debt security and will accrete interest and principal plus accrued interest 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 consolidated statement of operations for that period. During the fourth quarter of 2021, the Company received $26.6 million in cash in full settlement of $20.0 million principal amount of promissory notes and $6.6 million towards accrued and unpaid interest and change in control premium per contract terms. The $6.6 million was recognized as other income in “Other (expense) income, net” in the Company’s consolidated statement of operations. 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 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 consolidated balance sheet as of December 31, 2021. The changes in the balance in investments in debt securities during the period are as follows: Year Ended December 31, 2021 (In thousands) Balance at beginning of period $ — Investment 58,000 Fair value adjustments included in other (expense) income, net 9,611 Settlement (26,569) Balance at end of period $ 41,042 Contingent consideration The estimated fair value of the contingent consideration incurred in connection with the Company’s acquisition of Sofdesk 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 consolidated statement of operations for that period. The following table reflects the activity for the Company’s contingent consideration liabilities measured at fair value using Level 3 inputs for the year ended December 31, 2021: Year Ended December 31, 2021 (In thousands) Balance at beginning of period $ — Addition 3,500 Fair value adjustments included in other income (expense), net 210 Balance at end of period $ 3,710 Warranty obligations. Fair Value Option for Warranty Obligations Related to Microinverters and Other 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. Years Ended December 31, 2021 2020 (In thousands) Balance at beginning of period $ 28,736 $ 19,806 Accruals for warranties issued during period 18,098 7,021 Changes in estimates 10,844 5,039 Settlements (11,248) (7,781) Increase due to accretion expense 4,654 3,255 Other (77) 1,396 Balance at end of period $ 51,007 $ 28,736 Quantitative and Qualitative Information about Level 3 Fair Value Measurements As of December 31, 2021 and December 31, 2020, 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 December 31, December 31, Warranty obligations for microinverters sold since January 1, 2014 Discounted cash flows Profit element and risk premium 15% 15% Credit-adjusted risk-free rate 12% 13% 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 $0.9 million reduction of the liability. Increasing the discount rate by 100 basis points would result in a $2.9 million reduction of the liability. Decreasing the discount rate by 100 basis points would result in a $2.3 million increase to the liability. |
RESTRUCTURING
RESTRUCTURING | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING Restructuring expense consist of the following: Years Ended December 31, 2021 2020 2019 (In thousands) Redundancy and employee severance and benefit arrangements $ — $ — $ 1,575 Asset impairments — — 1,124 Lease loss reserves (benefit) — — (100) Total restructuring charges $ — $ — $ 2,599 2018 Plan In the third quarter of 2018, the Company began implementing restructuring actions (the “2018 Plan”) to lower its operating expenses. The restructuring actions include reorganization of the Company’s global workforce, elimination of certain non-core projects and consolidation of facilities. The Company completed its restructuring activities under the 2018 Plan in 2019. The following table presents the details of the Company’s restructuring charges under the 2018 Plan for the period indicated: Years Ended December 31, 2021 2020 2019 (In thousands) Redundancy and employee severance and benefit arrangements $ — $ — $ 1,575 Asset impairments — — 1,124 Lease loss reserves (benefit) — — (100) Total restructuring charges $ — $ — $ 2,599 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table provides information regarding the Company’s debt. December 31, December 31, (In thousands) Convertible notes Notes due 2028 $ 575,000 $ — Less: unamortized discount and issuance costs (149,411) — Carrying amount of Notes due 2028 425,589 — Notes due 2026 632,500 — Less: unamortized discount and issuance costs (111,433) — Carrying amount of Notes due 2026 521,067 — Notes due 2025 102,175 320,000 Less: unamortized discount and issuance costs (16,123) (64,979) Carrying amount of Notes due 2025 86,052 255,021 Notes due 2024 — 88,140 Less: unamortized discount and issuance costs — (19,119) Carrying amount of Notes due 2024 — 69,021 Notes due 2023 5,000 5,000 Less: unamortized issuance costs (62) (102) Carrying amount of Notes due 2023 4,938 4,898 Sale of long-term financing receivable recorded as debt — 1,925 Total carrying amount of debt 1,037,646 330,865 Less: current portion of convertible notes and long-term financing receivable recorded as debt (86,052) (325,967) Debt, non-current $ 951,594 $ 4,898 Convertible Senior Notes due 2028 On March 1, 2021, the Company issued $575 million aggregate principal amount of 0.0% convertible senior notes due 2028 (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 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 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 is included in additional paid-in capital in the consolidated balance sheet and is not remeasured as long as it continues to meet the conditions for equity classification. The difference between the principal amount of the Notes due 2028 and the liability component (the “debt discount”) is amortized to interest expense using the effective interest method over the term of the Notes due 2028. 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 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 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. As of December 31, 2021, the unamortized deferred issuance cost for the Notes due 2028 was $5.8 million on the 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: Year Ended December 31, 2021 (In thousands) Amortization of debt discount $ 16,401 Amortization of debt issuance costs 785 Total interest cost recognized $ 17,186 The effective interest rate on the liability component on the Notes due 2028 was 4.77% for the year ended December 31, 2021, which remains unchanged from the date of issuance. The remaining unamortized debt discount was $143.6 million as of December 31, 2021 and will be amortized over approximately 6.2 years from December 31, 2021. 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 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 0.0% convertible senior notes due 2026 (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 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 (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 is included in additional paid-in capital in the consolidated balance sheet and is not remeasured as long as it continues to meet the conditions for equity classification. The difference between the principal amount of the Notes due 2026 and the liability component (the “debt discount”) is amortized to interest expense using the effective interest method over the term of the Notes due 2026. 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 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 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. As of December 31, 2021, the unamortized deferred issuance cost for the Notes due 2026 was $6.7 million on the 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: Year Ended December 31, 2021 (In thousands) Amortization of debt discount $ 18,735 Amortization of debt issuance costs 1,347 Total interest cost recognized $ 20,082 The effective interest rate on the liability component of Notes due 2026 was 4.44% for the year ended December 31, 2021, which remains unchanged from the date of issuance. The remaining unamortized debt discount was $104.8 million as of December 31, 2021, and will be amortized over approximately 4.2 years from December 31, 2021. 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 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 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 2025 On March 9, 2020, the Company issued $320.0 million aggregate principal amount of the 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 $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 December 31, 2021 and 2020, 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 December 31, 2021 and 2020. As a result, as of January 1, 2021, the Notes due 2025 are convertible at the holders’ option through March 31, 2022. Accordingly, the Company classified the net carrying amount of the Notes due 2025 of $86.1 million and $255.0 million as Debt, current on the consolidated balance sheet as of December 31, 2021 and 2020, respectively. From January 1, 2022 through the date this Annual Report on Form 10-K 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. 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 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 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 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 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 consolidated balance sheet) and are being amortized to interest expense over the term of the Notes due 2025. 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 year ended December 31, 2021, 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 year ended December 31, 2021, 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 December 31, 2021, $102.2 million aggregate principal |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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: Years Ended December 31, 2021 2020 (In thousands) Operating lease costs $ 7,049 $ 5,332 The components of lease liabilities are presented as follows: December 31, December 31, (In thousands) Operating lease liabilities, current (Accrued liabilities) $ 3,830 $ 4,542 Operating lease liabilities, non-current (Other liabilities) 11,920 15,209 Total operating lease liabilities $ 15,750 $ 19,751 Supplemental lease information: Weighted average remaining lease term 5.9 years 6.4 years Weighted average discount rate 7.4% 7.7% Supplemental cash flow and other information related to operating leases, are as follows: Years Ended December 31, 2021 2020 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,855 $ 4,762 Non-cash investing activities: Lease liabilities arising from obtaining right-of-use assets $ 708 $ 10,625 Undiscounted cash flows of operating lease liabilities as of December 31, 2021 are as follows: Lease Amounts (In thousands) Year: 2022 $ 4,771 2023 4,160 2024 3,198 2025 2,422 2026 1,395 Thereafter 2,680 Total lease payments 18,626 Less: imputed lease interest (2,876) Total lease liabilities $ 15,750 As of December 31, 2021, we have an additional operating lease commitment of $5.6 million for an office lease that has not yet commenced. The operating lease commitment will commence in the first quarter of 2022 with a lease term of 10.0 years. 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 December 31, 2021, these purchase obligations totaled approximately $424.6 million. Litigation The Company is subject to various legal proceedings relating to claims arising out of its operations that have not been fully resolved. The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s business, results of operations, financial position and cash flows for that reporting period could be materially adversely affected. As of December 31, 2021 and February 11, 2022, the Company is not currently a party to any matters that management expects will have an adverse material effect on the Company’s consolidated financial position, results of operations or cash flows. Contingencies On March 26, 2020, the Office of the United States Trade Representative (the “USTR”) announced certain exclusion requests related to tariffs on Chinese imported microinverter products that fit the dimensions and weight limits within a Section 301 Tariff exclusion under U.S. note 20(ss)(40) to subchapter III of chapter 99 of the Harmonized Tariff Schedule of the United States (the “Tariff Exclusion”). The Tariff Exclusion applies to covered products under the China Section 301 Tariff Actions (“Section 301 Tariffs”) taken by the USTR exported from China to the United States from September 24, 2018 until August 7, 2020. Accordingly, the Company sought refunds totaling approximately $38.9 million plus approximately $0.6 million accrued interest on tariffs previously paid from September 24, 2018 to March 31, 2020 for certain microinverters that qualify for the Tariff Exclusion. The refund request was subject to review and approval by the U.S. Customs and Border Protection; therefore, the Company assessed the probable loss recovery in the year ended December 31, 2020 was equal to the approved refund requests available to the Company. As of December 31, 2020, the Company had received $24.8 million of tariff refunds and accrued for the remaining $14.7 million tariff refunds that were approved, however, not yet received on or before December 31, 2020. As of March 31, 2021, the Company received the remaining $14.7 million tariff refunds. For the year ended December 31, 2020, the Company recorded $38.9 million as a reduction to cost of revenues in the Company’s consolidated statement of operations as the approved refunds relate to paid tariffs previously recorded to cost of revenues, therefore, the Company recorded the corresponding approved tariff refunds as credits to cost of revenues in the fourth quarter of 2020. For the year ended December 31, 2020, the Company recorded the $0.6 million accrued interest as interest income in the consolidated statement of operations. The tariff refund receivable of zero and $14.7 million was recorded as a reduction of accounts payable to Flex Ltd. and affiliates (“Flex”), the Company’s manufacturing partner and the importer of record who will first receive the tariff refunds, on the Company’s consolidated balance sheet as of December 31, 2021 and December 31, 2020, respectively. The Tariff Exclusion expired on August 7, 2020 and those microinverter products now are subject to tariffs. The Company also continues to pay Section 301 Tariffs on its storage and communication products and other accessories imported from China which are not subject to the Tariff Exclusion. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY On May 19, 2021, 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 200,000,000 shares to 300,000,000 shares (the “Amendment”). The Amendment became effective upon filing with the Secretary of State of Delaware on May 19, 2021. In April 2020, the Company’s board of directors authorized the repurchase of up to $200.0 million of the Company’s common stock, exclusive of brokerage commissions (the “2020 Repurchase Program”). During the second quarter of 2021, the Company repurchased and subsequently retired approximately 1.7 million shares of common stock from the open market at an average cost of $117.47 per share for a total of $200.0 million. The transaction is recorded as “Repurchase of common stock” in the accompanying consolidated statements of changes in stockholders’ equity. In May 2021, the board of directors authorized a new share repurchase program (the “2021 Repurchase Program”) pursuant to which the Company may repurchase up to an additional $500.0 million of the Company’s common stock. Purchases may be completed from time to time in the open market or through structured repurchase agreements with third parties. The program may be discontinued or amended at any time and expires on May 13, |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2011 Plan Under the 2011 Equity Incentive Plan (the “2011 Plan”), the Company could initially issue up to 2,643,171 shares of its common stock pursuant to stock options, stock appreciation rights (“SARS”), restricted stock awards (“RSA”), RSUs, PSUs, and other forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, and to non-employee directors and consultants. Options granted under the 2011 Plan before August 1, 2012 generally expire 10 years after the grant date and options granted thereafter generally expire 7 years after the grant date. Equity awards granted under the 2011 Plan generally vest over a 4-year period from the date of grant based on continued employment. As of May 19, 2021, no further stock options or other stock awards may be granted under the 2011 Plan. 2021 Plan On May 19, 2021, at the 2021 annual meeting of stockholders of the Company, the stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”), as the successor to the 2011 Plan. The 2021 Plan provides for the grant of incentive stock options, SARS, RSAs, RSUs, PSUs other stock awards. Eligible participants under the 2021 Plan include Company’s employees, directors and consultants. The 2021 Plan provides, among other things, that the number of shares of the Company’s common stock, $0.00001 par value per share (“Common Stock”), reserved for issuance under the 2021 Plan (subject to adjustment for certain changes in the Company’s capitalization) is equal to: (A) the sum of (i) 9,100,456 newly reserved shares of Common Stock and (ii) 5,256,517 Returning Shares (as defined below) as such shares become available from time to time as set forth in the 2021 Plan. “Returning Shares” means shares subject to any outstanding award granted under the 2011 Plan (“Prior Plan Award”) that are (i) not issued because such Prior Plan Award or any portion thereof expires or otherwise terminates without all of the shares covered by such Prior Plan Award having been issued, or is settled in cash; (ii) forfeited back to or repurchased by the Company because of a failure to vest; or (iii) reacquired or withheld (or not issued) by the Company to satisfy the purchase price of, or a tax withholding obligation in connection with, a Prior Plan Award that is a Full Value Award (as defined in the 2021 Plan). As a result of the approval of the 2021 Plan, no additional awards may be granted from the 2011 Plan. As of December 31, 2021, 7,963,894 shares remained available for issuance pursuant to future grants under the 2021 Plan. 2011 Employee Stock Purchase Plan The 2011 Employee Stock Purchase Plan (“ESPP”) became effective immediately upon the execution and delivery of the underwriting agreement for the Company’s initial public offering on March 29, 2012. The ESPP authorized the issuance of 669,603 shares of the Company’s common stock pursuant to purchase rights granted to employees. The number of shares of common stock reserved for issuance will automatically increase, on each January 1, by a lesser of (i) 330,396 shares of the Company’s common stock or (ii) 1.0% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, as determined by the Company’s board of directors. At the Annual Meeting of Stockholders held on May 18, 2017 the Company’s stockholders approved a one-time amendment to the Company’s ESPP to increase the aggregate number of shares available for purchase by 400,000 shares and to increase the annual automatic minimum increase in shares reserved for issuance from 330,396 to 700,000 shares effective January 1, 2018. As of December 31, 2021, 1,754,231 shares remained available for future issuance under the ESPP. On January 1, 2022, the shares available for issuance under the ESPP automatically increased by 700,000 shares. The ESPP is implemented by concurrent offering periods and each offering period may contain up to four interim purchase periods. In general, offering periods consist of the 24-month periods commencing on each May 15 and November 15 of a calendar year. Valuation of Equity Awards Stock Options The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: • Expected term - The expected term of the option awards represents the period of time between the grant date of the option awards and the date the option awards are either exercised, converted or canceled, including an estimate for those option awards still outstanding. The Company used the simplified method, as permitted by the SEC for companies with a limited history of stock option exercise activity, to determine the expected term for its option grants. • Expected volatility - The expected volatility was calculated based on the Company’s historical stock prices, supplemented as necessary with historical volatility of the common stock of several peer companies with characteristics similar to those of the Company. • Risk-free interest rate - The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant and with a maturity that approximated the Company’s expected term. • Dividend yield - The dividend yield was based on the Company’s dividend history and the anticipated dividend payout over its expected term. The following table presents the weighted-average grant date fair value of options granted for the periods presented and the assumptions used to estimate those values using a Black-Scholes option pricing model. Years Ended December 31, 2021 2020 2019 Weighted average grant date fair value ** $ 38.45 $ 9.16 Expected term (in years) ** 3.8 3.8 Expected volatility ** 86.4% 89.1% Annual risk-free rate of return ** 0.1% 2.1% Dividend yield ** —% —% ** No stock options were granted during the year ended December 31, 2021. Restricted Stock Units The fair value of the Company’s RSU awards granted is based upon the closing price of the Company’s stock price on the date of grant. Performance Stock Units The fair value of the Company’s non-market PSU awards granted was based upon the closing price of the Company’s stock price on the date of grant. The fair value of awards of the Company’s PSU awards containing Stock-based Compensation Expense Stock-based compensation expense for all stock-based awards expected to vest is measured at fair value on the date of grant and recognized ratably over the requisite service period. The following table summarizes the components of total stock-based compensation expense included in the consolidated statements of operations for the periods presented. Years Ended December 31, 2021 2020 2019 (In thousands) Cost of revenues $ 7,366 $ 3,759 $ 1,650 Research and development 33,927 12,701 4,897 Sales and marketing 37,434 11,548 5,678 General and administrative 35,559 14,495 7,216 Restructuring — — 735 Total $ 114,286 $ 42,503 $ 20,176 Income tax benefit included in the provision for incomes taxes $ 97,129 $ 61,389 $ 8,185 The following table summarizes the various types of stock-based compensation expense for the periods presented. Years Ended December 31, 2021 2020 2019 (In thousands) Stock options, RSUs and PSUs $ 110,142 $ 39,841 $ 19,216 Employee stock purchase plan 4,144 2,662 960 Total $ 114,286 $ 42,503 $ 20,176 As of December 31, 2021, there was approximately $254.6 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 2.8 years. Equity Awards Activity Stock Options The following is a summary of stock option activity. Number of Weighted- Weighted- Aggregate (1) (In thousands) (Years) (In thousands) Outstanding at December 31, 2018 6,772 $ 1.76 Granted 43 14.58 Exercised (2,616) 1.22 $ 31,093 Canceled (102) 4.07 Outstanding at December 31, 2019 4,097 $ 2.18 Granted 11 64.17 Exercised (1,494) 2.74 $ 114,089 Canceled (82) 6.94 Outstanding at December 31, 2020 2,532 $ 1.96 Granted — — Exercised (267) 2.44 $ 42,091 Canceled (1) 0.83 Outstanding at December 31, 2021 2,264 $ 1.90 2.8 $ 409,834 Vested and expected to vest at December 31, 2021 2,264 $ 1.90 2.8 $ 409,834 Exercisable at December 31, 2021 2,262 $ 1.90 2.8 $ 409,550 (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 December 31, 2021 is based on the closing price of the last trading day during the period ended December 31, 2021. The Company’s stock fair value used in this computation was $182.94 per share. The following table summarizes information about stock options outstanding at December 31, 2021. Options Outstanding Options Exercisable Range of Exercise Prices Number of Weighted- Weighted- Number of Weighted- (In thousands) (Years) (In thousands) $0.70 —– $1.11 486 3.3 $ 0.86 486 $ 0.85 $1.29 —– $1.29 1,000 2.7 1.29 1,000 1.28 $1.31 —– $1.31 556 2.3 1.31 556 1.31 $1.53 —– $14.58 211 3.1 5.65 209 5.65 $64.17 —– $64.17 11 5.4 64.17 11 64.17 Total 2,264 2.8 $ 1.90 2,262 $ 1.90 Restricted Stock Units The following is a summary of RSU activity. Number of Weighted- Weighted- Aggregate (1) (In thousands) (Years) (In thousands) Outstanding at December 31, 2018 4,352 $ 3.52 Granted 2,112 11.50 Vested (1,707) 3.87 $ 27,156 Canceled (494) 4.81 Outstanding at December 31, 2019 4,263 $ 7.19 Granted 1,550 55.66 Vested (2,085) 7.26 $ 125,578 Canceled (140) 19.47 Outstanding at December 31, 2020 3,588 $ 27.61 Granted 1,301 179.88 Vested (1,979) 20.47 $ 364,665 Canceled (124) 88.50 Outstanding at December 31, 2021 2,786 $ 100.73 1.2 $ 509,864 Expected to vest at December 31, 2021 2,786 $ 100.73 1.2 $ 509,864 (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 December 31, 2021 is based on the closing price of the last trading day during the period ended December 31, 2021. The Company’s stock fair value used in this computation was $182.94 per share. Performance Stock Units The following is a summary of PSU activity. Number of Weighted- Weighted- Aggregate (1) (In thousands) (Years) (In thousands) Outstanding at December 31, 2018 1,330 $ 4.66 Granted 1,052 9.48 Vested (1,063) 4.62 $ 10,818 Canceled (364) 5.16 Outstanding at December 31, 2019 955 $ 9.83 Granted 989 31.12 Vested (1,450) 10.20 $ 52,144 Canceled — — Outstanding at December 31, 2020 494 $ 51.10 Granted 715 131.60 Vested (494) 59.19 $ 91,803 Canceled (270) 52.75 Outstanding at December 31, 2021 445 $ 169.82 0.2 $ 81,456 (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 December 31, 2021 is based on the closing price of the last trading day during the period ended December 31, 2021. The Company’s stock fair value used in this computation was $182.94 per share. Employee Stock Purchase Plan A summary of ESPP activity for the years presented is as follows: (in thousands, except per share data): Years Ended December 31, 2021 2020 2019 Proceeds from common stock issued under ESPP $ 6,832 $ 4,304 $ 1,692 Shares of common stock issued 235 347 315 Weighted-average price per share $ 29.12 $ 12.41 $ 5.37 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The domestic and foreign components of income before income taxes consisted of the following: Years Ended December 31, 2021 2020 2019 (In thousands) United States $ 102,886 $ 112,727 $ 85,520 Foreign 18,042 6,683 4,594 Income before income taxes $ 120,928 $ 119,410 $ 90,114 The income taxes (benefit) for the years presented is as follows: Years Ended December 31, 2021 2020 2019 (In thousands) Current: Federal $ — $ — $ — State 488 636 327 Foreign 6,232 1,896 1,589 6,720 2,532 1,916 Deferred: Federal (28,398) (13,445) (56,959) State (4,380) (3,672) (17,458) Foreign 1,537 — 1,467 (31,241) (17,117) (72,950) Income taxes (benefit) $ (24,521) $ (14,585) $ (71,034) A reconciliation of the income taxes (benefit) provision and the amount computed by applying the statutory federal income tax rate of 21% to income before income taxes for the years presented is as follows: Years Ended December 31, 2021 2020 2019 (In thousands) Income tax (benefit) provision at statutory federal rate $ 27,681 $ 25,076 $ 18,929 State taxes, net of federal benefit 489 (3,098) (17,197) Change in valuation allowance — — (71,300) Foreign tax rate and tax law differential 1,073 611 1,206 Tax credits (15,632) (5,835) (1,803) Stock-based compensation (80,950) (50,818) (8,072) Other permanent items 178 (253) 31 Other nondeductible/nontaxable items 2,316 1,525 2,765 Uncertain tax positions 6,911 1,530 504 GILTI — — 1,086 Section 162(m) 25,812 11,469 2,817 Convertible note settlements 8,223 — — Warrant mark-to-mark adjustment (622) 5,208 — Income tax (benefit) $ (24,521) $ (14,585) $ (71,034) A summary of significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 is as follows: December 31, 2021 2020 (In thousands) Deferred tax assets: Allowances and reserves $ 18,764 $ 13,146 Net operating loss and tax credit carryforwards 65,699 53,116 Stock-based compensation 12,935 4,598 Deferred revenue 27,778 20,765 Fixed assets and intangibles 39,711 8,706 Sec. 163(j) interest carryforward 10,749 4,401 Other 1,609 7,007 Subtotal 177,245 111,739 Total deferred tax assets 177,245 111,739 Deferred tax liabilities: Goodwill (31,805) (1,719) Unremitted foreign earnings (2,226) (7) Deferred cost of goods sold (23,713) (17,545) Total deferred tax liabilities (57,744) (19,271) Net deferred tax asset $ 119,501 $ 92,468 The Company's accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of the Company's deferred tax assets. Assessing the realizability of deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible. The Company's management forecasts taxable income by considering all available positive and negative evidence including its history of operating income or losses and its financial plans and estimates which are used to manage the business. These assumptions require significant judgment about future taxable income. The amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income are reduced. The Company has net operating loss carryforwards for federal and California income tax purposes of approximately $153.9 million and $92.8 million, respectively, as of December 31, 2021. The federal and state net operating loss carryforwards, if not utilized, will expire beginning in 2036 and 2029, respectively. The Company has approximately $17.3 million of federal research credit and $9.8 million of state research credit carryforwards. The federal credits begin to expire in 2026 and the state credits can be carried forward indefinitely. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The Company has completed a Section 382 analysis through December 31, 2021, which indicated no such change has occurred through December 31, 2021. The accounting for uncertain tax positions prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company is required to recognize in the financial statements the impact of a tax position, if that position is more-likely-than-not of being sustained on audit, based on the technical merits of the position. The Company recorded a net charge for unrecognized tax benefits in 2021 of $12.5 million. The Company does not have any tax positions for which it is reasonably possible the total amount of gross unrecognized tax benefits will increase or decrease over the next year. The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business. A tabular reconciliation of the total amounts of unrecognized tax benefits for the years presented is as follows (in thousands): Years Ended December 31, 2021 2020 2019 Unrecognized tax benefits—at beginning of year $ 8,421 $ 6,589 $ 6,325 Increases in balances related to tax positions taken in prior years 4,391 — — Decreases in balances related to tax positions taken in prior years — — (370) Increases in balances related to tax positions taken in current year 8,301 2,006 771 Lapses in statutes of limitations (209) (174) (137) Unrecognized tax benefits—at end of year $ 20,904 $ 8,421 $ 6,589 The Company includes interest and penalties related to unrecognized tax benefits within the income tax benefit (provision). In the years ended December 31, 2021, 2020 and 2019, the total amount of gross interest and penalties accrued in each year was immaterial. Both the unrecognized tax benefits and the associated interest and penalties that are not expected to result in payment or receipt of cash within one year are classified as other non-current liabilities in the consolidated balance sheets. In connection with tax matters, the Company’s interest and penalty expense recognized in 2021, 2020 and 2019 in the consolidated statements of operations was immaterial. The Company’s tax returns continue to remain effectively subject to examination by U.S. federal authorities for the years 2006 through 2021 and by California state authorities for the years 2006 through 2021 due to use and carryovers of net operating losses and credits. |
CONCENTRATION OF CREDIT RISK AN
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS | CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS The Company is potentially subject to financial instrument concentration of credit risk through its cash, cash equivalents, marketable securities, and accounts receivable. The Company places its cash, cash equivalents and marketable securities with high quality institutions and performs periodic evaluations of their relative credit standing. Accounts receivable can be potentially exposed to a concentration of credit risk with its major customers. As of December 31, 2021 and 2020, amounts due from one customer represented approximately 38% and 36%, respectively, of the total accounts receivable balance. In 2021, one customer accounted for approximately 34% of total net revenues. In 2020, one customer accounted for approximately 29% of total net revenues. In 2019, two customers accounted for approximately 21% and 12% of total net revenues. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | 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 ESPP, the Notes due 2023, Notes due 2024, Notes due 2025, Notes due 2026, Notes due 2028, 2024 Warrants, 2025 Warrants, 2026 Warrants, and the 2028 Warrants. See Note 13. “Debt,” of the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information. 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 Notes due 2025, the Notes due 2026, the Notes due 2028, the 2024 Warrants, 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. The following table presents the computation of basic and diluted net income per share for the periods presented. Years Ended December 31, 2021 2020 2019 (In thousands, except per share data) Numerator: Net income $ 145,449 $ 133,995 $ 161,148 Notes due 2023 interest and financing costs, net 177 177 1,088 Adjusted net income $ 145,626 $ 134,172 $ 162,236 Denominator: Shares used in basic per share amounts: Weighted average common shares outstanding 134,025 125,561 116,713 Shares used in diluted per share amounts: Weighted average common shares outstanding 134,025 125,561 116,713 Effect of dilutive securities: Employee stock-based awards 4,918 6,997 8,964 Notes due 2023 900 900 5,516 Notes due 2024 768 4,449 451 2024 Warrants 647 4,011 — Notes due 2025 929 — — 2025 Warrants 691 — — Weighted average common shares outstanding for diluted calculation 142,878 141,918 131,644 Basic and diluted net income per share Net income per share, basic $ 1.09 $ 1.07 $ 1.38 Net income per share, diluted $ 1.02 $ 0.95 $ 1.23 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. Years Ended December 31, 2021 2020 2019 (In thousands) Employee stock-based awards 32 43 185 Notes due 2028 1,082 — — 2028 Warrants 2,184 — — Notes due 2026 1,328 — — 2026 Warrants 2,225 — — Notes due 2025 — 197 2025 Warrants — 1,254 — 2024 Warrants — — 300 Total 6,851 1,494 485 Diluted earnings per share for the year ended December 31, 2021 includes the dilutive effect of stock options, RSUs, PSUs, shares to be purchased under the ESPP, the Notes due 2023, the Notes due 2024, the 2024 Warrants, the Notes due 2025 and the 2025 Warrants. Certain common stock issuable under stock options, RSUs, PSUs, the Notes due 2026, the 2026 Warrants, the Notes due 2028 and the 2028 Warrants have been omitted from the diluted net income per share calculation because including such shares would have been antidilutive. Diluted earnings per share for the year ended December 31, 2020 includes the dilutive effect of stock options, RSUs, PSUs, shares to be purchased under the ESPP, the Notes due 2023, the Notes due 2024 and the 2024 Warrants. Certain common stock issuable under stock options, RSUs, PSUs, Notes due 2025 and the 2025 Warrants have been omitted from the diluted net income per share calculation because including such shares would have been antidilutive. Diluted earnings per share for the year ended December 31, 2019 includes the dilutive effect of stock options, RSUs, PSUs, shares to be purchased under the ESPP, the Notes due 2023 and Notes due 2024. Certain common stock issuable under stock options, RSUs, PSUs and warrants issued in conjunction with the Notes due 2024 have been omitted from the diluted net income per share calculation because including such shares would have been antidilutive. Since the Company has the intent and ability to settle the aggregate principal amount of the Notes due 2025, Notes due 2026 and Notes due 2028 in cash and any excess in shares of the Company’s common stock, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. In order to compute the dilutive effect, the number of shares included in the denominator of diluted net income per share is determined by dividing the conversion spread value of the “in-the-money” Notes due 2025, Notes due 2026 and Notes due 2028 by the Company’s average share price during the period and including the resulting share amount in the diluted net income per share denominator. The conversion spread will have a dilutive impact on net income per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of $81.54, $307.47 and $284.87 per share for the Notes due 2025, Notes due 2026 and Notes due 2028, respectively. |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHIC INFORMATION The Company’s chief operating decision maker is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis. The Company has one business activity, which entails the design, development, manufacture and sale of solutions for the solar PV industry. There are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, management has determined that the Company has a single operating and reportable segment. See Note 3. “Revenue Recognition,” for the table presenting net revenues (based on the destination of shipments). The following table presents long-lived assets by geographic region as of and for the periods presented: Long-Lived Assets December 31, 2021 2020 (In thousands) United States $ 37,685 $ 19,870 India 17,490 4,371 China 12,906 9,948 Mexico 8,735 4,808 New Zealand 4,622 3,837 Other 729 151 Total $ 82,167 $ 42,985 |
RELATED PARTY
RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY | 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 December 31, 2021 and December 31, 2020, $5.0 million aggregate principal amount of the Notes due 2023 were outstanding. For additional information related to this purchase, see Note 13 . “Debt,” for additional information related to this purchase. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“U.S.”), or GAAP. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | 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 evolving COVID-19 pandemic. |
Revenue Recognition, Cost of Revenues and Contract Liabilities | Revenue Recognition The Company generates revenue from sales of its solutions, which include microinverter units and related accessories, an Envoy communications gateway, the cloud-based Enlighten monitoring service, storage solutions, Electric Vehicle (“EV”) charging solutions beginning in the first quarter of 2022, design, proposal and permitting services, as well as a platform matching cleantech asset owners to a local and on-demand workforce of service providers, to distributors, large installers, OEMs and strategic partners. Revenues are recognized when control of the promised goods or services are transferred to the Company’s customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The Company generates all of its revenues from contracts with its customers. A description of principal activities from which the Company generates revenues follows. • Products Delivered at a Point in Time. The Company sells its products and professional services to customers in accordance with the terms of the related customer contracts. The Company generates revenues from sales of its solutions, which include microinverter units and related accessories, an Envoy communications gateway and Enlighten service, communications accessories, storage solutions, EV charging solutions beginning in the first quarter of 2022, design, proposal and permitting services, as well as a platform matching cleantech asset owners to a local and on-demand workforce of service providers to distributors, large installers, OEMs and strategic partners. Microinverter units, microinverter accessories, storage and EV solutions, design, proposal and permitting services, as well as completed work orders on its platform matching cleantech asset owners to a local and on-demand workforce of service providers, are delivered to customers at a point in time, and the Company recognizes revenue for these products or professional services when the Company transfers control of the product or professional services to the customer, which is generally upon product shipment or service delivery, respectively. • Products Delivered Over Time. The sale of an Envoy communications gateway includes the Company’s Enlighten cloud-based monitoring service. The full consideration for these products represents a single performance obligation and is deferred at the sale date and recognized over the estimated service period of 6 years. The Company also sells certain communication accessories that contain a service performance obligation to be delivered over time. The revenue from these products is recognized over the related service period, which is typically 5 or 12 years. The subscription services revenue generated from each customer’s subscription to the Company’s design and proposal software is recognized on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. The subscription contracts are generally three to twelve months in length and billed in advance. When the Company sells a product with more than one performance obligation, such as the IQ Combiner which includes both hardware and Envoy, the total consideration is allocated to these performance obligations based on their relative standalone selling prices. The Company records certain contra revenue promotions as variable consideration and recognizes these promotions at the time the related revenue is recorded. The Company records upfront contract acquisition costs, such as sales commissions, to be capitalized and amortized over the estimated life of the asset. For contracts that have a duration of less than one year, the Company follows the Topic 606 practical expedient and expenses these costs when incurred. Commissions related to the Company’s sale of monitoring hardware and service are capitalized and amortized over the period of the associated revenue, which is 6 years. See Note 3 . “Revenue Recognition,” for additional information related to revenue recognition. Cost of Revenues The Company includes the following in cost of revenues: product costs, warranty, manufacturing personnel and logistics costs, freight costs, inventory write-downs, hosting services costs related to the Company’s Enlighten service offering and design and proposal services, depreciation and amortization of manufacturing test equipment and amortization of capitalized software development costs related to the Company’s Enlighten service offering, design and proposal services, and employee-related expenses associated with proposal and permitting services and design and proposal service customer support. A description of principal activities from which the Company recognizes cost of revenue is as follows. • Products Delivered at a Point in Time. Cost of revenue from these products is recognized when the Company transfers control of the product to the customer, which is generally upon shipment. • Products Delivered Over Time. Cost of revenue from these products is recognized over the related service period. Contract Liabilities Contract liabilities are recorded as deferred revenue on the accompanying 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. |
Cash, Cash Equivalents and marketable Securities | Cash, Cash Equivalents and Marketable Securities The Company classifies investments in marketable securities as available-for-sale investments and records these marketable securities at fair value. The Company determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All highly liquid investments with original maturities of 90 days or less from the date of purchase are classified as cash equivalents, while all others are presented within current assets since these investments represent funds available for current operations and the Company has the ability and intent, if necessary, to liquidate any of these investments within one year in order to meet liquidity needs or to grow the business, including for potential business acquisitions or other strategic transactions. Marketable securities are recorded at fair value, with the unrealized gains or losses unrelated to credit loss factors included in accumulated other comprehensive income (loss), net of tax. Realized gains and losses and declines in value determined to be other than temporary based on the specific identification method are reported in other income (expense), net in the consolidated statements of operations. The Company periodically reviews whether the securities may be other-than-temporarily impaired, including whether or not (i) the Company has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If one of these factors is met, the Company records an impairment loss associated with the impaired investment. The impairment loss will be recorded as a write-down of investments in the consolidated balance sheets and a realized loss within other income (expense), net in the consolidated statements of operations. There were no credit-related impairments recognized on the Company’s investments in marketable securities during the periods presented. For purposes of identifying and measuring impairment, the policy election was made to exclude the applicable accrued interest from both the fair value and amortized cost basis. Applicable accrued interest of $2.1 million, net of the allowance for credit losses, if any, is recorded in prepaid expenses and other current assets on the consolidated balance sheets as of December 31, 2021. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of those instruments. Equity investments with readily determinable fair value are carried at fair value based on quoted market prices or estimated based on market conditions and risks existing at each balance sheet date. Equity investments without readily determinable fair value are measured at cost less impairment, and are adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. |
Accounts Receivables and Contract Assets | Accounts Receivables and Contract Assets 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. |
Allowance for Doubtful Accounts | Allowance for Doubtful AccountsThe Company maintains allowances for doubtful accounts for uncollectible accounts receivable. Management estimates anticipated credit losses from doubtful accounts based on days past due, customer specific experience, collection history, the financial health of customers including from the impacts of the COVID-19 pandemic, among other factors. Accounts receivable are recorded net of allowance for doubtful accounts. |
Inventory | Inventory Inventory is valued at the lower of cost or market. Market is current replacement cost (by purchase or by reproduction, dependent on the type of inventory). In cases where market exceeds net realizable value ( i.e. , estimated selling price less reasonably predictable costs of completion and disposal), inventories are stated at net realizable value. Market is not considered to be less than net realizable value reduced by an allowance for an approximately normal profit margin. The Company determines cost on a first-in first-out basis. Management assesses the valuation on a quarterly basis and writes down the value for any excess and obsolete inventory based upon expected demand, anticipated sales price, effect of new product introductions, product obsolescence, customer concentrations, product merchantability and other factors. Inventory write-downs are equal to the difference between the cost of inventories and market. |
Long-Lived Assets | Long-Lived Assets Property and equipment are stated at cost less accumulated depreciation. Cost includes amounts paid to acquire or construct the asset as well as any expenditure that substantially adds to the value of or significantly extends the useful life of an existing asset. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 10 years. Leasehold improvements are amortized over the shorter of the lease term or expected useful life of the improvements. |
Internal-Use Software | Internal-use software, whether purchased or developed, is capitalized at cost and amortized on a straight-line basis over its estimated useful life. Costs associated with internally developed software are expensed until the point at which the project has reached the development stage. Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they provide additional functionality. Software maintenance and training costs are expensed in the period in which they are incurred. The capitalization of internal-use software requires judgment in determining when a project has reached the development stage and the period over which the Company expects to benefit from the use of that software. The Company capitalizes implementation costs related to cloud computing (i.e. hosting) arrangements that are accounted for as a service contract that meets the accounting requirement for capitalization as such implementation costs were incurred to develop or utilize internal-use software hosted by a third party vendor. The capitalized implementation costs are recorded as part of “Other assets” on the consolidated balance sheet and is amortized over the length of the service contract. |
Impairment of Long-Lived Assets | Property, plant and equipment, including internal-use software, and capitalized implementation costs related to cloud computing arrangements, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. |
Business Combinations | Business Combinations Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires the Company to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. Accounting for business acquisitions requires the Company to make judgments as to whether a purchase transaction is a multiple element contract, meaning that it includes other transaction components. This judgment and determination affect the amount of consideration paid that is allocable to assets and liabilities acquired in the business purchase transaction. Additional information existing as of the acquisition date but unknown to the Company may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded. |
Goodwill and Intangible Assets | Goodwill Goodwill results from the purchase consideration paid in excess of the fair value of the net assets recorded in connection with business acquisitions. Goodwill is not amortized but is assessed for potential impairment at least annually during the fourth quarter of each fiscal year or between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Goodwill is tested at the reporting unit level, which the Company has determined to be the same as the entity as a whole (entity level). The Company first performs qualitative assessment to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying value. If, after assessing the qualitative factors, we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying value, an impairment analysis will be performed. Qualitative factors include industry and market consideration, overall financial performance, share price trends and market capitalization and Company-specific events. The Company determined, after performing a qualitative review of its reporting unit, that it is more likely than not that the fair value of our reporting unit exceeds its carrying value. Accordingly, there was no indication of impairment in the years ended 2021, 2020 and 2019 and no quantitative goodwill impairment test was performed. Intangible Assets Intangible assets include patents and other purchased intangible assets. Intangible assets with finite lives are amortized on a straight-line basis, with estimated useful lives ranging from 5 to 9 years. Indefinite-lived intangible assets are tested for impairment annually and are also tested for impairment between annual tests if an event occurs or circumstances change that would indicate that the carrying amount may be impaired. Intangible assets with finite lives are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in determining the fair value of the asset. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. There was no impairment of intangible assets in any of the years presented. |
Warranty Obligations | Warranty Obligations Microinverters and Other Products Sold Through December 31, 2013 The Company’s warranty accrual provides for the replacement of microinverter units or other products that fail during the product’s warranty term (typically 15 years for first and second generation microinverters and up to 25 years for subsequent generation microinverters). On a quarterly basis, the Company employs a consistent, systematic and rational methodology to assess the adequacy of its warranty liability. This assessment includes updating all key estimates and assumptions for each generation of product, based on historical results, trends and the most current data available as of the filing date. The key estimates and assumptions used in the warranty liability are thoroughly reviewed by management on a quarterly basis. The key estimates used by the Company to estimate its warranty liability are: (1) the number of units expected to fail over time ( i.e., failure rate); (2) the number of failed units expected to result in warranty claims over time ( i.e., claim rate); and (3) the per unit cost of replacement units, including outbound shipping and limited labor costs, expected to be incurred to replace failed units over time ( i.e., replacement cost). Estimated Failure Rates — The Company’s Quality and Reliability department has primary responsibility to determine the estimated failure rates for each generation of microinverter. To establish initial failure rate estimates for each generation of microinverter, the Company’s quality engineers use a combination of industry standard Mean Time Between Failure (“MTBF”) estimates for individual components contained in its microinverters, third party data collected on similar equipment deployed in outdoor environments similar to those in which the Company’s microinverters are installed, and rigorous long term reliability and accelerated life cycle testing which simulates the service life of the microinverter in a short period of time. As units are deployed into operating environments, the Company continues to monitor product performance through its Enlighten monitoring platform. It typically takes three three Estimated Claim Rates — Warranty claim rate estimates are based upon observed historical trends and assumptions with respect to expected customer behavior over the warranty period. As the vast majority of the Company’s microinverters have been sold to end users for residential applications, the Company believes that warranty claim rates will be affected by changes over time in residential home ownership because the Company expects that subsequent homeowners are less likely to file claims than the homeowners who originally purchase the microinverters. Estimated Replacement Costs — Three factors are considered in the Company’s analysis of estimated replacement cost: (1) the estimated cost of replacement microinverters; (2) the estimated cost to ship replacement microinverters to end users; and (3) the estimated labor reimbursement expected to be paid to third party installers performing replacement services for the end user. Because the Company’s warranty provides for the replacement of defective microinverters over long periods of time (between 15 and 25 years, depending on the generation of product purchased), the estimated per unit cost of current and future product generations is considered in the estimated replacement cost. Estimated costs to ship replacement units are based on observable, market-based shipping costs paid by the Company to third party freight carriers. The Company has a separate program that allows third-party installers to claim fixed-dollar reimbursements for labor costs they incur to replace failed microinverter units for a limited time from the date of original installation. Included in the Company’s estimated replacement cost is an analysis of the number of fixed-dollar labor reimbursements expected to be claimed by third party installers over the limited offering period. In addition to the key estimates noted above, the Company also compares actual warranty results to expected results and evaluates any significant differences. Management may make additional adjustments to the warranty provision based on performance trends or other qualitative factors. If actual failure rates, claim rates, or replacement costs differ from the Company’s estimates in future periods, changes to these estimates may be required, resulting in increases or decreases in the Company’s warranty obligations. Such increases or decreases could be material. Fair Value Option for Microinverters and Other Products Sold Since January 1, 2014 The Company’s warranty obligations related to microinverters sold since January 1, 2014 provide the Company the right, but not the requirement, to assign its warranty obligations to a third-party. Under Accounting Standards Codification (“ASC”) 825, “Financial Instruments” (also referred to as “fair value option”), an entity may choose to elect the fair value option for such warranties at the time it first recognizes the eligible item. The Company made an irrevocable election to account for all eligible warranty obligations associated with microinverters sold since January 1, 2014 at fair value. This election was made to reflect the underlying economics of the time value of money for an obligation that will be settled over an extended period of up to 25 years. 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 inputs that are unobservable and significant to the overall fair value measurement. Such additional assumptions included compensation comprised of a profit element and risk premium required of a market participant to assume the obligation and a discount rate based on the Company’s credit-adjusted risk-free rate. See Note 11 . “Fair Value Measurements,” for additional information. Warranty obligations initially recorded at fair value at the time of sale will be subsequently re-measured to fair value at each reporting date. In addition, the fair value of the liability will be accreted over the corresponding term of the warranty of up to 25 years using the interest method. Warranty for Other Products The Company offers a 5‑year warranty for its Envoy communications gateway and a 10‑year warranty on its AC Battery storage solution. The warranties provide the Company with the right, but not the obligation, to assign its warranty obligations to a third-party. As such, warranties for Envoy and AC Battery storage solution products are accounted for under the fair value method of accounting. |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies and loss recoveries, such as legal proceedings and claims arising out of its business as well as tariff refunds. An accrual for a loss contingency or loss recovery is recognized when it is probable and the amount of loss or recovery can be reasonably estimated. |
Advertising Costs | Advertising Costs Advertising costs, which are expensed and included in sales and marketing expense when incurred, were $16.2 million, $0.8 million and $0.6 million during the years ended December 31, 2021, 2020 and 2019, respectively. |
Research and Development Costs | Research and Development Costs The Company expenses research and development costs as incurred. Research and development expense consists primarily of product development personnel costs, including salaries and benefits, stock-based compensation, other professional costs and allocated facilities costs. |
Stock-Based Compensation | Stock-Based Compensation Share-based payments are required to be recognized in the Company’s consolidated statements of operations based on their fair values and the estimated number of shares expected to vest. The Company measures stock-based compensation expense for all share-based payment awards, including stock options made to employees and directors, based on the estimated fair values on the date of the grant. The fair value of stock options granted is estimated using the Black-Scholes option valuation model. The fair value of restricted stock units granted is determined based on the price of the Company’s common stock on the date of grant. The fair value of non-market‑based performance stock units granted is determined based on the date of grant or when achievement of performance is probable. The fair value of market‑based performance stock units granted is determined using a Monte‑Carlo model based on the date of grant or when achievement of performance is probable. Stock-based compensation for stock options and restricted stock units (“RSUs”) is recognized on a straight-line basis over the requisite service period. Stock-based compensation for performance stock units (“PSUs”) without market conditions is recognized when the performance condition is probable of being achieved, and then on a graded basis over the requisite service period. Stock-based compensation for PSUs with market conditions is recognized on a straight-line basis over the requisite service period. Additionally, the Company estimates its forfeiture rate annually based on historical experience and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates. |
Common Stock Repurchase | Common Stock Repurchase The Company accounts for repurchase of common stock under ASC 505 and charges the entire cost of repurchase to the accumulated deficit. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments over the lease term. Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate. Operating lease assets also include initial direct costs incurred and prepaid lease payments, minus any lease incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. The Company combines the lease and non-lease components in determining the operating lease assets and liabilities. |
Foreign Currency Translation | Foreign Currency Translation The Company and most of its subsidiaries use their respective local currency as their functional currency. Accordingly, foreign currency assets and liabilities are translated using exchange rates in effect at the end of the period. Aggregate exchange gains and losses arising from the translation of foreign assets and liabilities are included in accumulated other comprehensive income (loss) in stockholders' equity. Foreign subsidiaries that use the U.S. dollar as their functional currency remeasure monetary assets and liabilities using exchange rates in effect at the end of the period. In addition, transactions that are denominated in non-functional currency are remeasured using exchange rates in effect at the end of the period. Exchange gains and losses arising from the remeasurement of monetary assets and liabilities are included in other income (expense), net in the consolidated statements of operations. Non-monetary assets and liabilities are carried at their historical values. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that are recorded as an element of stockholders’ equity but are excluded from net income (loss). The Company’s other comprehensive income (loss) consists of foreign currency translation adjustments and change in net unrealized gain (loss) on marketable securities, net of tax. |
Income Taxes | Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected tax consequences of temporary differences between the tax bases of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company assesses the realizability of the deferred tax assets to determine release of valuation allowance as necessary. In the event the Company determines that it is more likely than not that we would be able to realize deferred tax assets in the future in excess of our net recorded amount, an adjustment to the valuation allowance for the deferred tax asset would increase income in the period such determination was made. Likewise, should it be determined that additional amounts of the net deferred tax asset will not be realized in the future, an adjustment to increase the deferred tax asset valuation allowance will be charged to income in the period such determination is made. The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company follows accounting for uncertainty in income taxes which requires that the tax effects of a position be recognized only if it is “more likely than not” to be sustained based solely on its technical merits as of the reporting date. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. |
Recently Issued Accounting Pronouncements Not Yet Effective | Recently Issued Accounting Pronouncements Not Yet Effective In August 2020, the 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),” 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 will adopt the new guidance in the annual period beginning January 1, 2022, on a modified retrospective basis. On the date of adoption, the Company expects to record a net decrease to additional paid-in capital by approximately $207.9 million, net of tax to remove the equity component separately recorded for the conversion features associated with the convertible debt instruments and equity component associated with the issuance costs, an increase of approximately $244.5 million in the carrying value of its convertible debt instrument to reflect the full principal amount of the Notes outstanding net of issuance costs, a decrease to deferred tax liability of approximately $62.3 million, and a decrease of approximately $25.7 million, net of tax to accumulated deficit. These estimates could change as the Company continues to progress with the implementation of the standard. 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 consolidated financial statements and plans to adopt the standard effective January 1, 2023. |
Fair Value Measurement | 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. |
Earnings 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 ESPP, the Notes due 2023, Notes due 2024, Notes due 2025, Notes due 2026, Notes due 2028, 2024 Warrants, 2025 Warrants, 2026 Warrants, and the 2028 Warrants. See Note 13. “Debt,” of the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information. 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 Notes due 2025, the Notes due 2026, the Notes due 2028, the 2024 Warrants, 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Activity in Allowance for Doubtful Accounts | The following table sets forth activities in the allowance for doubtful accounts for the periods indicated. December 31, 2021 2020 2019 (In thousands) Balance, at beginning of year $ 462 $ 564 $ 2,138 Net charges to expense or reduction in revenue 1,140 425 217 Write-offs, net of recoveries (12) (527) (1,791) Balance, at end of year $ 1,590 $ 462 $ 564 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue Disaggregation | Disaggregated revenue by primary geographical market and timing of revenue recognition for the Company’s single product line are as follows: Years Ended December 31, 2021 2020 (In thousands) Primary geographical markets: U.S. $ 1,108,801 $ 637,879 International 273,248 136,546 Total $ 1,382,049 $ 774,425 Timing of revenue recognition: Products delivered at a point in time $ 1,323,960 $ 728,254 Products and services delivered over time 58,089 46,171 Total $ 1,382,049 $ 774,425 |
Summary of Contract Assets and Contract Liabilities, and Changes in Balances from Contracts with Customers | Receivables, and contract assets and contract liabilities from contracts with customers are as follows: December 31, December 31, (In thousands) Receivables $ 333,626 $ 182,165 Short-term contract assets (Prepaid expenses and other assets) 23,508 17,879 Long-term contract assets (Other assets) 69,583 51,986 Short-term contract liabilities (Deferred revenues, current) 62,670 47,665 Long-term contract liabilities (Deferred revenues, non-current) 187,186 125,473 Significant changes in the balances of contract assets (prepaid expenses and other assets) as of December 31, 2021 are as follows (in thousands): Contract Assets Contract Assets, beginning of period $ 69,865 Amount recognized (21,894) Increase 45,120 Contract Assets, end of period $ 93,091 Significant changes in the balances of contract liabilities (deferred revenues) as of December 31, 2021 are as follows (in thousands): Contract Liabilities Contract Liabilities, beginning of period $ 173,138 Revenue recognized (64,793) Increase due to billings 141,511 Contract Liabilities, end of period $ 249,856 |
Summary of Estimated Revenue Expected to be Recognized in Future Periods | 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: December 31, (In thousands) Fiscal year: 2022 $ 62,671 2023 55,497 2024 50,300 2025 43,362 2026 27,607 Thereafter 10,419 Total $ 249,856 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventory consists of the following: December 31, December 31, (In thousands) Raw materials $ 25,429 $ 10,140 Finished goods 48,971 31,624 Total inventory $ 74,400 $ 41,764 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: Estimated Useful December 31, 2021 2020 (Years) (In thousands) Equipment and machinery 3-10 $ 95,365 $ 63,411 Furniture and fixtures 5-10 3,197 2,532 Computer equipment 3-5 5,861 2,972 Capitalized software costs 3-5 28,118 17,004 Building and leasehold improvements 3-10 12,546 9,021 Land 114 — Construction in process 14,332 9,747 Total 159,533 104,687 Less accumulated depreciation and amortization (77,366) (61,702) Property and equipment, net $ 82,167 $ 42,985 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of fair values of assets acquired and liabilities assumed | 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): Net tangible assets acquired $ 8,387 Intangible assets 37,800 Goodwill 66,916 Net assets acquired $ 113,103 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): Net tangible assets acquired $ 38 Intangible assets 19,500 Deferred tax liabilities (2,906) Goodwill 53,280 Net assets acquired $ 69,912 The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Net tangible assets acquired $ 1,281 Intangible assets 11,700 Goodwill 11,804 Net assets acquired $ 24,785 The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, (in thousands): Net tangible assets acquired $ 1,441 Intangible assets 9,200 Deferred tax asset 457 Goodwill 24,390 Net assets acquired $ 35,488 |
Summary of intangible assets acquired | 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) Order backlog $ 600 Based on actual shipments Trade name 37,200 5 Total identifiable intangible assets $ 37,800 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 $ 18,400 5 Customer relationship 1,100 5 Total identifiable intangible assets $ 19,500 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) Customer relationship $ 11,700 5 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 $ 6,900 5 Customer relationship 1,800 5 Trade name 500 5 Total identifiable intangible assets $ 9,200 |
Business Acquisition, Pro Forma Information | The consolidated unaudited proforma revenue and net income for the two years presented below, which includes the acquisition of ClipperCreek, assuming the acquisition occurred on January 1, 2020, were (in thousands); Years Ended December 31, 2021 2020 Net revenues $ 1,401,803 $ 790,791 Net income $ 145,798 $ 139,126 |
Summary of consideration transferred for business acquisition | The acquisition date fair value of the purchase price was approximately $35.5 million, which consisted of the following (in thousands): Cash consideration $ 31,988 Fair value of contingent consideration 3,500 Total $ 35,488 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The Company’s goodwill as of December 31, 2021 and December 31, 2020 are as follows: Goodwill December 31, December 31, (In thousands) Goodwill, beginning of period $ 24,783 $ 24,783 Goodwill acquired 156,390 — Currency translation adjustment 81 — Goodwill, end of period $ 181,254 $ 24,783 |
Schedule of Acquired Indefinite-lived Intangible Assets by Major Class | The Company’s purchased intangible assets as of December 31, 2021 and December 31, 2020 are as follows: December 31, 2021 December 31, 2020 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 13,100 25,550 (8,958) 29,692 13,100 — (5,276) 7,824 Customer relationships 26,421 14,600 (11,448) 29,573 23,100 3,321 (5,723) 20,698 Trade names — 37,700 (93) 37,607 — — — — Order backlog — 600 — 600 — — — — Total purchased intangible assets $ 39,807 $ 78,450 $ (20,499) $ 97,758 $ 36,486 $ 3,321 $ (10,999) $ 28,808 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The Company’s purchased intangible assets as of December 31, 2021 and December 31, 2020 are as follows: December 31, 2021 December 31, 2020 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 13,100 25,550 (8,958) 29,692 13,100 — (5,276) 7,824 Customer relationships 26,421 14,600 (11,448) 29,573 23,100 3,321 (5,723) 20,698 Trade names — 37,700 (93) 37,607 — — — — Order backlog — 600 — 600 — — — — Total purchased intangible assets $ 39,807 $ 78,450 $ (20,499) $ 97,758 $ 36,486 $ 3,321 $ (10,999) $ 28,808 |
Schedule of Amortization Expense | Amortization expense related to finite-lived intangible assets are as follows: Years Ended December 31, 2021 2020 (In thousands) Developed technology $ 3,681 $ 2,183 Customer relationships 5,726 2,909 Trade names 93 — Total amortization expense $ 9,500 $ 5,092 The expected future annual amortization expense of intangible assets as of December 31, 2021 is presented below (in thousands): December 31, Fiscal year: 2022 $ 22,212 2023 21,856 2024 19,059 2025 17,744 2026 14,185 Thereafter 2,416 Total $ 97,472 |
CASH EQUIVALENTS AND MARKETAB_2
CASH EQUIVALENTS AND MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Debt Securities, Available-for-sale | The marketable securities consist of the following (in thousands): 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 |
Investments Classified by Contractual Maturity Date | The following table summarizes the contractual maturities of the Company’s marketable securities as of December 31, 2021 (in thousands): Amortized Cost Fair Value Due within one year $ 533,237 $ 532,689 Due within one to three years 436,503 434,192 Total $ 969,740 $ 966,881 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: December 31, December 31, (In thousands) Salaries, commissions, incentive compensation and benefits $ 13,062 $ 6,634 Customer rebates and sales incentives 79,038 36,622 Freight 20,522 10,300 Operating lease liabilities, current 3,830 4,542 Liability due to supply agreements 14,653 5,500 Contingent consideration 3,710 — Post combination expense accrual 8,602 — Other 14,495 12,944 Total accrued liabilities $ 157,912 $ 76,542 |
WARRANTY OBLIGATIONS (Tables)
WARRANTY OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Product Warranties Disclosures [Abstract] | |
Summary of Warranty Activities | The Company’s warranty activities were as follows: Years Ended December 31, 2021 2020 2019 (In thousands) Warranty obligations, beginning of period $ 45,913 $ 37,098 $ 31,294 Accruals for warranties issued during period 18,098 7,021 5,244 Changes in estimates 19,414 9,954 8,591 Settlements (15,073) (12,811) (10,881) Increase due to accretion expense 4,654 3,255 2,326 Other 371 1,396 524 Warranty obligations, end of period 73,377 45,913 37,098 Less: current portion (19,395) (11,260) (10,078) Non-current $ 53,982 $ 34,653 $ 27,020 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents assets and liabilities measured at fair value on a recurring basis using the above input categories: December 31, 2021 December 31, 2020 (In thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Money market funds $ 35,789 $ — $ — $ 654,699 $ — $ — Certificate of deposit — 6,000 — — — — Commercial paper — 26,997 — — — — Corporate notes and bonds — 760 — — — — Marketable securities: Certificate of deposit — 9,999 — — — — Commercial paper — 188,853 — — — — Corporate notes and bonds — 197,612 — — — — U.S. Government agencies — 485,873 — — — — U.S. Treasuries — 14,998 — — — — Other assets Investments in debt securities — — 41,042 — — — Total assets measured at fair value $ 35,789 $ 931,092 $ 41,042 $ 654,699 $ — $ — Liabilities: Accrued liabilities Contingent consideration $ — $ — $ 3,710 $ — $ — $ — Warranty obligations Current — — 14,612 — — 8,267 Non-current — — 36,395 — — 20,469 Total warranty obligations measured at fair value — — 51,007 — — 28,736 Total liabilities measured at fair value $ — $ — $ 54,717 $ — $ — $ 28,736 |
Summary of Significant Unobservable Inputs used in the Fair Value Measurement of Assets Designated as Level 3 | The changes in the balance in investments in debt securities during the period are as follows: Year Ended December 31, 2021 (In thousands) Balance at beginning of period $ — Investment 58,000 Fair value adjustments included in other (expense) income, net 9,611 Settlement (26,569) Balance at end of period $ 41,042 |
Schedule of Changes in Nonfinancial Liabilities Related to Warrant Obligations Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs | The following table reflects the activity for the Company’s contingent consideration liabilities measured at fair value using Level 3 inputs for the year ended December 31, 2021: Year Ended December 31, 2021 (In thousands) Balance at beginning of period $ — Addition 3,500 Fair value adjustments included in other income (expense), net 210 Balance at end of period $ 3,710 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. Years Ended December 31, 2021 2020 (In thousands) Balance at beginning of period $ 28,736 $ 19,806 Accruals for warranties issued during period 18,098 7,021 Changes in estimates 10,844 5,039 Settlements (11,248) (7,781) Increase due to accretion expense 4,654 3,255 Other (77) 1,396 Balance at end of period $ 51,007 $ 28,736 |
Summary of Significant Unobservable Inputs used in the Fair Value Measurement of Liabilities Designated as Level 3 | As of December 31, 2021 and December 31, 2020, 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 December 31, December 31, Warranty obligations for microinverters sold since January 1, 2014 Discounted cash flows Profit element and risk premium 15% 15% Credit-adjusted risk-free rate 12% 13% |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Restructuring expense consist of the following: Years Ended December 31, 2021 2020 2019 (In thousands) Redundancy and employee severance and benefit arrangements $ — $ — $ 1,575 Asset impairments — — 1,124 Lease loss reserves (benefit) — — (100) Total restructuring charges $ — $ — $ 2,599 The following table presents the details of the Company’s restructuring charges under the 2018 Plan for the period indicated: Years Ended December 31, 2021 2020 2019 (In thousands) Redundancy and employee severance and benefit arrangements $ — $ — $ 1,575 Asset impairments — — 1,124 Lease loss reserves (benefit) — — (100) Total restructuring charges $ — $ — $ 2,599 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table provides information regarding the Company’s debt. December 31, December 31, (In thousands) Convertible notes Notes due 2028 $ 575,000 $ — Less: unamortized discount and issuance costs (149,411) — Carrying amount of Notes due 2028 425,589 — Notes due 2026 632,500 — Less: unamortized discount and issuance costs (111,433) — Carrying amount of Notes due 2026 521,067 — Notes due 2025 102,175 320,000 Less: unamortized discount and issuance costs (16,123) (64,979) Carrying amount of Notes due 2025 86,052 255,021 Notes due 2024 — 88,140 Less: unamortized discount and issuance costs — (19,119) Carrying amount of Notes due 2024 — 69,021 Notes due 2023 5,000 5,000 Less: unamortized issuance costs (62) (102) Carrying amount of Notes due 2023 4,938 4,898 Sale of long-term financing receivable recorded as debt — 1,925 Total carrying amount of debt 1,037,646 330,865 Less: current portion of convertible notes and long-term financing receivable recorded as debt (86,052) (325,967) Debt, non-current $ 951,594 $ 4,898 The following table presents the total amount of interest cost recognized in the statement of operations relating to the Notes due 2028: Year Ended December 31, 2021 (In thousands) Amortization of debt discount $ 16,401 Amortization of debt issuance costs 785 Total interest cost recognized $ 17,186 The following table presents the total amount of interest cost recognized in the statement of operations relating to the Notes due 2026: Year Ended December 31, 2021 (In thousands) Amortization of debt discount $ 18,735 Amortization of debt issuance costs 1,347 Total interest cost recognized $ 20,082 The following table presents the total amount of interest cost recognized relating to the Notes due 2025: Years Ended December 31, 2021 2020 (In thousands) Contractual interest expense $ 342 $ 649 Amortization of debt discount 5,529 10,072 Amortization of debt issuance costs 661 1,229 Total interest cost recognized $ 6,532 $ 11,950 The following table presents the total amount of interest cost recognized in the statement of operations relating to the Notes due 2024: Years Ended December 31, 2021 2020 (In thousands) Contractual interest expense $ 8 $ 1,284 Amortization of debt discount 772 6,325 Amortization of debt issuance costs 74 646 Total interest cost recognized $ 854 $ 8,255 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. Years Ended December 31, 2021 2020 (In thousands) Contractual interest expense $ 200 $ 200 Amortization of debt issuance costs 40 40 Total interest costs recognized $ 240 $ 240 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of Lease | The components of lease expense are presented as follows: Years Ended December 31, 2021 2020 (In thousands) Operating lease costs $ 7,049 $ 5,332 The components of lease liabilities are presented as follows: December 31, December 31, (In thousands) Operating lease liabilities, current (Accrued liabilities) $ 3,830 $ 4,542 Operating lease liabilities, non-current (Other liabilities) 11,920 15,209 Total operating lease liabilities $ 15,750 $ 19,751 Supplemental lease information: Weighted average remaining lease term 5.9 years 6.4 years Weighted average discount rate 7.4% 7.7% Supplemental cash flow and other information related to operating leases, are as follows: Years Ended December 31, 2021 2020 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,855 $ 4,762 Non-cash investing activities: Lease liabilities arising from obtaining right-of-use assets $ 708 $ 10,625 |
Schedule of Future Minimum Rental Payments for Operating Leases | Undiscounted cash flows of operating lease liabilities as of December 31, 2021 are as follows: Lease Amounts (In thousands) Year: 2022 $ 4,771 2023 4,160 2024 3,198 2025 2,422 2026 1,395 Thereafter 2,680 Total lease payments 18,626 Less: imputed lease interest (2,876) Total lease liabilities $ 15,750 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table presents the weighted-average grant date fair value of options granted for the periods presented and the assumptions used to estimate those values using a Black-Scholes option pricing model. Years Ended December 31, 2021 2020 2019 Weighted average grant date fair value ** $ 38.45 $ 9.16 Expected term (in years) ** 3.8 3.8 Expected volatility ** 86.4% 89.1% Annual risk-free rate of return ** 0.1% 2.1% Dividend yield ** —% —% ** No stock options were granted during the year ended December 31, 2021. |
Summary of the Components of Total Stock-Based Compensation Expense | The following table summarizes the components of total stock-based compensation expense included in the consolidated statements of operations for the periods presented. Years Ended December 31, 2021 2020 2019 (In thousands) Cost of revenues $ 7,366 $ 3,759 $ 1,650 Research and development 33,927 12,701 4,897 Sales and marketing 37,434 11,548 5,678 General and administrative 35,559 14,495 7,216 Restructuring — — 735 Total $ 114,286 $ 42,503 $ 20,176 Income tax benefit included in the provision for incomes taxes $ 97,129 $ 61,389 $ 8,185 |
Summary of Stock-Based Compensation Associated with Each Type of Award | The following table summarizes the various types of stock-based compensation expense for the periods presented. Years Ended December 31, 2021 2020 2019 (In thousands) Stock options, RSUs and PSUs $ 110,142 $ 39,841 $ 19,216 Employee stock purchase plan 4,144 2,662 960 Total $ 114,286 $ 42,503 $ 20,176 |
Summary of Stock Option Activity | The following is a summary of stock option activity. Number of Weighted- Weighted- Aggregate (1) (In thousands) (Years) (In thousands) Outstanding at December 31, 2018 6,772 $ 1.76 Granted 43 14.58 Exercised (2,616) 1.22 $ 31,093 Canceled (102) 4.07 Outstanding at December 31, 2019 4,097 $ 2.18 Granted 11 64.17 Exercised (1,494) 2.74 $ 114,089 Canceled (82) 6.94 Outstanding at December 31, 2020 2,532 $ 1.96 Granted — — Exercised (267) 2.44 $ 42,091 Canceled (1) 0.83 Outstanding at December 31, 2021 2,264 $ 1.90 2.8 $ 409,834 Vested and expected to vest at December 31, 2021 2,264 $ 1.90 2.8 $ 409,834 Exercisable at December 31, 2021 2,262 $ 1.90 2.8 $ 409,550 (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 December 31, 2021 is based on the closing price of the last trading day during the period ended December 31, 2021. The Company’s stock fair value used in this computation was $182.94 per share. |
Summary of Stock Option Outstanding | The following table summarizes information about stock options outstanding at December 31, 2021. Options Outstanding Options Exercisable Range of Exercise Prices Number of Weighted- Weighted- Number of Weighted- (In thousands) (Years) (In thousands) $0.70 —– $1.11 486 3.3 $ 0.86 486 $ 0.85 $1.29 —– $1.29 1,000 2.7 1.29 1,000 1.28 $1.31 —– $1.31 556 2.3 1.31 556 1.31 $1.53 —– $14.58 211 3.1 5.65 209 5.65 $64.17 —– $64.17 11 5.4 64.17 11 64.17 Total 2,264 2.8 $ 1.90 2,262 $ 1.90 |
Summary of Restricted Stock Unit Activity | The following is a summary of RSU activity. Number of Weighted- Weighted- Aggregate (1) (In thousands) (Years) (In thousands) Outstanding at December 31, 2018 4,352 $ 3.52 Granted 2,112 11.50 Vested (1,707) 3.87 $ 27,156 Canceled (494) 4.81 Outstanding at December 31, 2019 4,263 $ 7.19 Granted 1,550 55.66 Vested (2,085) 7.26 $ 125,578 Canceled (140) 19.47 Outstanding at December 31, 2020 3,588 $ 27.61 Granted 1,301 179.88 Vested (1,979) 20.47 $ 364,665 Canceled (124) 88.50 Outstanding at December 31, 2021 2,786 $ 100.73 1.2 $ 509,864 Expected to vest at December 31, 2021 2,786 $ 100.73 1.2 $ 509,864 (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 December 31, 2021 is based on the closing price of the last trading day during the period ended December 31, 2021. The Company’s stock fair value used in this computation was $182.94 per share. |
Share-based Compensation, Performance Shares Award Outstanding Activity | The following is a summary of PSU activity. Number of Weighted- Weighted- Aggregate (1) (In thousands) (Years) (In thousands) Outstanding at December 31, 2018 1,330 $ 4.66 Granted 1,052 9.48 Vested (1,063) 4.62 $ 10,818 Canceled (364) 5.16 Outstanding at December 31, 2019 955 $ 9.83 Granted 989 31.12 Vested (1,450) 10.20 $ 52,144 Canceled — — Outstanding at December 31, 2020 494 $ 51.10 Granted 715 131.60 Vested (494) 59.19 $ 91,803 Canceled (270) 52.75 Outstanding at December 31, 2021 445 $ 169.82 0.2 $ 81,456 (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 December 31, 2021 is based on the closing price of the last trading day during the period ended December 31, 2021. The Company’s stock fair value used in this computation was $182.94 per share. |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | A summary of ESPP activity for the years presented is as follows: (in thousands, except per share data): Years Ended December 31, 2021 2020 2019 Proceeds from common stock issued under ESPP $ 6,832 $ 4,304 $ 1,692 Shares of common stock issued 235 347 315 Weighted-average price per share $ 29.12 $ 12.41 $ 5.37 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Loss before Provision for Income Taxes | The domestic and foreign components of income before income taxes consisted of the following: Years Ended December 31, 2021 2020 2019 (In thousands) United States $ 102,886 $ 112,727 $ 85,520 Foreign 18,042 6,683 4,594 Income before income taxes $ 120,928 $ 119,410 $ 90,114 |
Schedule of Provision for Income Taxes | The income taxes (benefit) for the years presented is as follows: Years Ended December 31, 2021 2020 2019 (In thousands) Current: Federal $ — $ — $ — State 488 636 327 Foreign 6,232 1,896 1,589 6,720 2,532 1,916 Deferred: Federal (28,398) (13,445) (56,959) State (4,380) (3,672) (17,458) Foreign 1,537 — 1,467 (31,241) (17,117) (72,950) Income taxes (benefit) $ (24,521) $ (14,585) $ (71,034) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income taxes (benefit) provision and the amount computed by applying the statutory federal income tax rate of 21% to income before income taxes for the years presented is as follows: Years Ended December 31, 2021 2020 2019 (In thousands) Income tax (benefit) provision at statutory federal rate $ 27,681 $ 25,076 $ 18,929 State taxes, net of federal benefit 489 (3,098) (17,197) Change in valuation allowance — — (71,300) Foreign tax rate and tax law differential 1,073 611 1,206 Tax credits (15,632) (5,835) (1,803) Stock-based compensation (80,950) (50,818) (8,072) Other permanent items 178 (253) 31 Other nondeductible/nontaxable items 2,316 1,525 2,765 Uncertain tax positions 6,911 1,530 504 GILTI — — 1,086 Section 162(m) 25,812 11,469 2,817 Convertible note settlements 8,223 — — Warrant mark-to-mark adjustment (622) 5,208 — Income tax (benefit) $ (24,521) $ (14,585) $ (71,034) |
Schedule of Deferred Tax Assets and Liabilities | A summary of significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 is as follows: December 31, 2021 2020 (In thousands) Deferred tax assets: Allowances and reserves $ 18,764 $ 13,146 Net operating loss and tax credit carryforwards 65,699 53,116 Stock-based compensation 12,935 4,598 Deferred revenue 27,778 20,765 Fixed assets and intangibles 39,711 8,706 Sec. 163(j) interest carryforward 10,749 4,401 Other 1,609 7,007 Subtotal 177,245 111,739 Total deferred tax assets 177,245 111,739 Deferred tax liabilities: Goodwill (31,805) (1,719) Unremitted foreign earnings (2,226) (7) Deferred cost of goods sold (23,713) (17,545) Total deferred tax liabilities (57,744) (19,271) Net deferred tax asset $ 119,501 $ 92,468 |
Schedule of Reconciliation of Total Amounts of Unrecognized Tax Benefits | A tabular reconciliation of the total amounts of unrecognized tax benefits for the years presented is as follows (in thousands): Years Ended December 31, 2021 2020 2019 Unrecognized tax benefits—at beginning of year $ 8,421 $ 6,589 $ 6,325 Increases in balances related to tax positions taken in prior years 4,391 — — Decreases in balances related to tax positions taken in prior years — — (370) Increases in balances related to tax positions taken in current year 8,301 2,006 771 Lapses in statutes of limitations (209) (174) (137) Unrecognized tax benefits—at end of year $ 20,904 $ 8,421 $ 6,589 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | The following table presents the computation of basic and diluted net income per share for the periods presented. Years Ended December 31, 2021 2020 2019 (In thousands, except per share data) Numerator: Net income $ 145,449 $ 133,995 $ 161,148 Notes due 2023 interest and financing costs, net 177 177 1,088 Adjusted net income $ 145,626 $ 134,172 $ 162,236 Denominator: Shares used in basic per share amounts: Weighted average common shares outstanding 134,025 125,561 116,713 Shares used in diluted per share amounts: Weighted average common shares outstanding 134,025 125,561 116,713 Effect of dilutive securities: Employee stock-based awards 4,918 6,997 8,964 Notes due 2023 900 900 5,516 Notes due 2024 768 4,449 451 2024 Warrants 647 4,011 — Notes due 2025 929 — — 2025 Warrants 691 — — Weighted average common shares outstanding for diluted calculation 142,878 141,918 131,644 Basic and diluted net income per share Net income per share, basic $ 1.09 $ 1.07 $ 1.38 Net income per share, diluted $ 1.02 $ 0.95 $ 1.23 |
Schedule of Potentially Dilutive Securities Excluded from the Computation of Diluted Net Income (Loss) 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. Years Ended December 31, 2021 2020 2019 (In thousands) Employee stock-based awards 32 43 185 Notes due 2028 1,082 — — 2028 Warrants 2,184 — — Notes due 2026 1,328 — — 2026 Warrants 2,225 — — Notes due 2025 — 197 2025 Warrants — 1,254 — 2024 Warrants — — 300 Total 6,851 1,494 485 |
SEGMENT AND GEOGRAPHIC INFORM_2
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Long-Lived Assets by Geographic Region | The following table presents long-lived assets by geographic region as of and for the periods presented: Long-Lived Assets December 31, 2021 2020 (In thousands) United States $ 37,685 $ 19,870 India 17,490 4,371 China 12,906 9,948 Mexico 8,735 4,808 New Zealand 4,622 3,837 Other 729 151 Total $ 82,167 $ 42,985 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2022 | Mar. 31, 2020 | Mar. 09, 2020 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Accrued interest receivable | $ 2,100,000 | |||||
Asset impairment | 0 | $ 0 | $ 1,100,000 | |||
Goodwill, impairment loss | 0 | 0 | 0 | |||
Impairment of intangible assets | $ 0 | 0 | 0 | |||
Product warranty, term | 25 years | |||||
Advertising costs | $ 16,200,000 | 800,000 | $ 600,000 | |||
Additional paid in capital | (837,924,000) | (534,744,000) | ||||
Accumulated deficit | $ 405,737,000 | $ 51,186,000 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Forecast | Accounting Standards Update 2020-06 | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Additional paid in capital | $ 207,900,000 | |||||
Convertible debt | 244,500,000 | |||||
Deferred income tax liabilities | 62,300,000 | |||||
Accumulated deficit | $ 25,700,000 | |||||
Monitoring Hardware And Service | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Capitalized contract cost, amortization period | 6 years | |||||
First and Second Generation | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Product warranty, term | 15 years | |||||
Third and Fourth Generation | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Product warranty, term | 25 years | |||||
Envoy Communications Gateway | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Product warranty, term | 5 years | |||||
AC Battery Storage Solution | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Product warranty, term | 10 years | |||||
Convertible Senior Notes Due 2025 | Convertible Notes | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Debt instrument face amount | $ 320,000,000 | $ 320,000,000 | ||||
Interest rate | 0.25% | 0.25% | ||||
Minimum | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Property, plant and equipment, useful life | 3 years | |||||
Intangible assets, estimated useful life | 5 years | |||||
Period failure rate measurement lags product sale | 3 months | |||||
Minimum | Communication Accessories | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Service period | 5 years | |||||
Maximum | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Property, plant and equipment, useful life | 10 years | |||||
Intangible assets, estimated useful life | 9 years | |||||
Period failure rate measurement lags product sale | 9 months | |||||
Maximum | Communication Accessories | ||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||
Service period | 12 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance, at beginning of year | $ 462 | $ 564 | $ 2,138 |
Net charges to expense or reduction in revenue | 1,140 | 425 | 217 |
Write-offs, net of recoveries | (12) | (527) | (1,791) |
Balance, at end of year | $ 1,590 | $ 462 | $ 564 |
REVENUE RECOGNITION - Summary o
REVENUE RECOGNITION - Summary of Disaggregated Revenue by Primary Geographical Market and Timing of Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Net revenues | $ 1,382,049 | $ 774,425 | $ 624,333 |
Products delivered at a point in time | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Net revenues | 1,323,960 | 728,254 | |
Products and services delivered over time | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Net revenues | 58,089 | 46,171 | |
U.S. | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Net revenues | 1,108,801 | 637,879 | |
International | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Net revenues | $ 273,248 | $ 136,546 |
REVENUE RECOGNITION - Summary_2
REVENUE RECOGNITION - Summary of Contract Assets and Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Receivables | $ 333,626 | $ 182,165 |
Short-term contract assets (Prepaid expenses and other assets) | 23,508 | 17,879 |
Long-term contract assets (Other assets) | 69,583 | 51,986 |
Short-term contract liabilities (Deferred revenues, current) | 62,670 | 47,665 |
Long-term contract liabilities (Deferred revenues, non-current) | $ 187,186 | $ 125,473 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Contract asset impairment charges | $ 0 |
REVENUE RECOGNITION - Summary_3
REVENUE RECOGNITION - Summary of Significant Changes in the Balances of Contract Liabilities and Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Contract Assets | |
Balance, beginning of period | $ 69,865 |
Amount recognized | (21,894) |
Increase | 45,120 |
Balance, end of period | 93,091 |
Contract Liabilities | |
Balance, beginning of period | 173,138 |
Revenue recognized | (64,793) |
Increase due to billings | 141,511 |
Balance, end of period | $ 249,856 |
REVENUE RECOGNITION - Summary_4
REVENUE RECOGNITION - Summary of Estimated Revenue Expected to be Recognized in Future Periods (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Total estimated revenue expected to be recognized in future periods | $ 249,856 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Total estimated revenue expected to be recognized in future periods | $ 62,671 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated revenue expected to be recognized in future periods, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Total estimated revenue expected to be recognized in future periods | $ 55,497 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated revenue expected to be recognized in future periods, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Total estimated revenue expected to be recognized in future periods | $ 50,300 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated revenue expected to be recognized in future periods, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Total estimated revenue expected to be recognized in future periods | $ 43,362 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated revenue expected to be recognized in future periods, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Total estimated revenue expected to be recognized in future periods | $ 27,607 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated revenue expected to be recognized in future periods, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Total estimated revenue expected to be recognized in future periods | $ 10,419 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total estimated revenue expected to be recognized in future periods, expected timing |
INVENTORY - Summary of Inventor
INVENTORY - Summary of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 25,429 | $ 10,140 |
Finished goods | 48,971 | 31,624 |
Total inventory | $ 74,400 | $ 41,764 |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 159,533 | $ 104,687 |
Less accumulated depreciation and amortization | (77,366) | (61,702) |
Property and equipment, net | $ 82,167 | 42,985 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Equipment and machinery | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 95,365 | 63,411 |
Equipment and machinery | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Equipment and machinery | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,197 | 2,532 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,861 | 2,972 |
Computer equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Computer equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Capitalized software costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 28,118 | 17,004 |
Capitalized software costs | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Capitalized software costs | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,546 | 9,021 |
Building and leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Building and leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 114 | 0 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 14,332 | $ 9,747 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 16.7 | $ 9.7 | $ 7.3 |
Unamortized capitalized software costs | $ 12.6 | $ 4.8 |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Details) - USD ($) | Dec. 31, 2021 | Dec. 13, 2021 | Mar. 31, 2021 | Jan. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Contingent consideration in connection with the acquisition | $ 3,500,000 | $ 0 | $ 0 | ||||
ClipperCreek | |||||||
Business Acquisition [Line Items] | |||||||
Voting interests acquired | 100.00% | 100.00% | 100.00% | ||||
Purchase price | $ 113,100,000 | ||||||
Contingency payable, maximum | 40,000,000 | $ 40,000,000 | |||||
Acquisition costs | 500,000 | ||||||
365 Pronto | |||||||
Business Acquisition [Line Items] | |||||||
Voting interests acquired | 100.00% | ||||||
Purchase price | $ 69,900,000 | ||||||
Contingency payable, maximum | $ 11,000,000 | ||||||
Goodwill, expected tax deductible amount | $ 0 | 0 | |||||
Acquisition costs | 500,000 | ||||||
DIN's | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 24,800,000 | ||||||
Goodwill, expected tax deductible amount | 0 | ||||||
Acquisition costs | 1,900,000 | ||||||
DIN's | Additional Consideration, Equal Monthly Installments | |||||||
Business Acquisition [Line Items] | |||||||
Contingency payable, maximum | $ 5,000,000 | ||||||
Timing of monthly installment payments | 1 year | ||||||
DIN's | Additional Consideration, Payable One Year Anniversary | |||||||
Business Acquisition [Line Items] | |||||||
Contingency payable, maximum | $ 5,000,000 | ||||||
Sofdesk | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 31,988,000 | ||||||
Contingency payable, maximum | 3,700,000 | ||||||
Goodwill, expected tax deductible amount | 0 | ||||||
Contingent consideration in connection with the acquisition | 3,500,000 | ||||||
Consideration transferred for business acquisition | $ 35,488,000 | ||||||
Acquisition costs | $ 2,000,000 |
BUSINESS COMBINATION - Summary
BUSINESS COMBINATION - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 13, 2021 | Mar. 31, 2021 | Jan. 25, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 181,254 | $ 24,783 | $ 24,783 | |||
ClipperCreek | ||||||
Business Acquisition [Line Items] | ||||||
Net tangible assets acquired | 8,387 | |||||
Intangible assets | 37,800 | |||||
Goodwill | 66,916 | |||||
Net assets acquired | $ 113,103 | |||||
365 Pronto | ||||||
Business Acquisition [Line Items] | ||||||
Net tangible assets acquired | $ 38 | |||||
Intangible assets | 19,500 | |||||
Deferred tax liabilities | (2,906) | |||||
Goodwill | 53,280 | |||||
Net assets acquired | 69,912 | |||||
365 Pronto | Customer relationship | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 1,100 | |||||
DIN's | ||||||
Business Acquisition [Line Items] | ||||||
Net tangible assets acquired | $ 1,281 | |||||
Intangible assets | 11,700 | |||||
Goodwill | 11,804 | |||||
Net assets acquired | 24,785 | |||||
DIN's | Customer relationship | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 11,700 | |||||
Sofdesk | ||||||
Business Acquisition [Line Items] | ||||||
Net tangible assets acquired | $ 1,441 | |||||
Intangible assets | 9,200 | |||||
Deferred tax asset | 457 | |||||
Goodwill | 24,390 | |||||
Net assets acquired | 35,488 | |||||
Sofdesk | Customer relationship | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 1,800 |
BUSINESS COMBINATION - Summar_2
BUSINESS COMBINATION - Summary of Identifiable Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 13, 2021 | Mar. 31, 2021 | Jan. 25, 2021 |
ClipperCreek | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 37,800 | |||
ClipperCreek | Order backlog | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 600 | |||
ClipperCreek | Trade name | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 37,200 | |||
Useful Life | 5 years | |||
365 Pronto | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 19,500 | |||
365 Pronto | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 18,400 | |||
Useful Life | 5 years | |||
365 Pronto | Customer relationship | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 1,100 | |||
Useful Life | 5 years | |||
DIN's | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 11,700 | |||
DIN's | Customer relationship | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 11,700 | |||
Useful Life | 5 years | |||
Sofdesk | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 9,200 | |||
Sofdesk | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 6,900 | |||
Useful Life | 5 years | |||
Sofdesk | Customer relationship | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 1,800 | |||
Useful Life | 5 years | |||
Sofdesk | Trade name | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 500 | |||
Useful Life | 5 years |
BUSINESS COMBINATION - Summar_3
BUSINESS COMBINATION - Summary of Pro Forma Results (Details) - ClipperCreek - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net revenues | $ 1,401,803 | $ 790,791 |
Net income | $ 145,798 | $ 139,126 |
BUSINESS COMBINATION - Summar_4
BUSINESS COMBINATION - Summary of Consideration Transferred for Business Acquisition (Details) - USD ($) $ in Thousands | Jan. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Fair value of contingent consideration | $ 3,500 | $ 0 | $ 0 | |
Sofdesk | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 31,988 | |||
Fair value of contingent consideration | 3,500 | |||
Total | $ 35,488 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 24,783 | $ 24,783 |
Goodwill acquired | 156,390 | 0 |
Currency translation adjustment | 81 | 0 |
Ending balance | $ 181,254 | $ 24,783 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Other indefinite-lived intangibles | $ 286 | $ 286 |
Intangible assets with finite lives: | ||
Additions | 78,450 | 3,321 |
Accumulated Amortization | (20,499) | (10,999) |
Net | 97,472 | |
Total purchased intangible assets, Gross | 39,807 | 36,486 |
Total purchased intangible assets, Net | 97,758 | 28,808 |
Developed technology | ||
Intangible assets with finite lives: | ||
Gross | 13,100 | 13,100 |
Additions | 25,550 | 0 |
Accumulated Amortization | (8,958) | (5,276) |
Net | 29,692 | 7,824 |
Customer relationship | ||
Intangible assets with finite lives: | ||
Gross | 26,421 | 23,100 |
Additions | 14,600 | 3,321 |
Accumulated Amortization | (11,448) | (5,723) |
Net | 29,573 | 20,698 |
Trade names | ||
Intangible assets with finite lives: | ||
Gross | 0 | 0 |
Additions | 37,700 | 0 |
Accumulated Amortization | (93) | 0 |
Net | 37,607 | 0 |
Order backlog | ||
Intangible assets with finite lives: | ||
Gross | 0 | 0 |
Additions | 600 | 0 |
Accumulated Amortization | 0 | 0 |
Net | $ 600 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 9,500 | $ 5,092 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | 3,681 | 2,183 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | 5,726 | 2,909 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 93 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Expected Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 22,212 |
2023 | 21,856 |
2024 | 19,059 |
2025 | 17,744 |
2026 | 14,185 |
Thereafter | 2,416 |
Net | $ 97,472 |
CASH EQUIVALENTS AND MARKETAB_3
CASH EQUIVALENTS AND MARKETABLE SECURITIES - Schedule of Investments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 969,740 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (2,859) |
Fair Value | 966,881 |
Cash and Cash Equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 69,546 |
Marketable Securities | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 897,335 |
Money market funds | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 35,789 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | 35,789 |
Money market funds | Cash and Cash Equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 35,789 |
Money market funds | Marketable Securities | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 0 |
Certificate of deposit | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 16,001 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (2) |
Fair Value | 15,999 |
Certificate of deposit | Cash and Cash Equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 6,000 |
Certificate of deposit | Marketable Securities | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 9,999 |
Commercial paper | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 215,964 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (114) |
Fair Value | 215,850 |
Commercial paper | Cash and Cash Equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 26,997 |
Commercial paper | Marketable Securities | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 188,853 |
Corporate notes and bonds | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 199,244 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (872) |
Fair Value | 198,372 |
Corporate notes and bonds | Cash and Cash Equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 760 |
Corporate notes and bonds | Marketable Securities | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 197,612 |
U.S. Treasuries | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 14,999 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (1) |
Fair Value | 14,998 |
U.S. Treasuries | Cash and Cash Equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 0 |
U.S. Treasuries | Marketable Securities | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 14,998 |
U.S. Government agencies | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 487,743 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (1,870) |
Fair Value | 485,873 |
U.S. Government agencies | Cash and Cash Equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 0 |
U.S. Government agencies | Marketable Securities | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | $ 485,873 |
CASH EQUIVALENTS AND MARKETAB_4
CASH EQUIVALENTS AND MARKETABLE SECURITIES - Schedule of Contractual Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Cash and Cash Equivalents [Abstract] | |
Contractual maturities, Due within one year, Amortized Cost | $ 533,237 |
Contractual maturities, Due within one year, Fair Value | 532,689 |
Contractual maturities, Due within one to three years, Amortized Cost | 436,503 |
Contractual maturities, Due within one to three years, Fair Value | 434,192 |
Amortized Cost | 969,740 |
Fair Value | $ 966,881 |
ACCRUED LIABILITIES - Schedule
ACCRUED LIABILITIES - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities [Abstract] | ||
Salaries, commissions, incentive compensation and benefits | $ 13,062 | $ 6,634 |
Customer rebates and sales incentives | 79,038 | 36,622 |
Freight | 20,522 | 10,300 |
Operating lease liabilities, current | 3,830 | 4,542 |
Liability due to supply agreements | 14,653 | 5,500 |
Contingent consideration | 3,710 | 0 |
Post combination expense accrual | 8,602 | 0 |
Other | 14,495 | 12,944 |
Total accrued liabilities | $ 157,912 | $ 76,542 |
WARRANTY OBLIGATIONS - Summary
WARRANTY OBLIGATIONS - Summary of Warranty Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in the Company's product warranty liability | |||
Warranty obligations, beginning of period | $ 45,913 | $ 37,098 | $ 31,294 |
Accruals for warranties issued during period | 18,098 | 7,021 | 5,244 |
Changes in estimates | 19,414 | 9,954 | 8,591 |
Settlements | (15,073) | (12,811) | (10,881) |
Increase due to accretion expense | 4,654 | 3,255 | 2,326 |
Other | 371 | 1,396 | 524 |
Warranty obligations, end of period | 73,377 | 45,913 | 37,098 |
Less: current portion | (19,395) | (11,260) | (10,078) |
Non-current | $ 53,982 | $ 34,653 | $ 27,020 |
WARRANTY OBLIGATIONS - Narrativ
WARRANTY OBLIGATIONS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Warranty Liability [Line Items] | |||
Additional warranty expense | $ 19,414 | $ 9,954 | $ 8,591 |
Field Performance Data And Diagnostic Root-Cause Failure Analysis | |||
Product Warranty Liability [Line Items] | |||
Additional warranty expense | 11,600 | ||
Increase In Replacement Cost Assumption Changes | |||
Product Warranty Liability [Line Items] | |||
Additional warranty expense | $ 7,800 | ||
Failure Rates | |||
Product Warranty Liability [Line Items] | |||
Additional warranty expense | 8,800 | ||
Failure Rates | Second And Third Generations | |||
Product Warranty Liability [Line Items] | |||
Additional warranty expense | 3,100 | ||
Increased Tariffs And Labor Reimbursement Costs | |||
Product Warranty Liability [Line Items] | |||
Additional warranty expense | $ 1,200 | ||
Increased U.S. Tariffs For Products Manufactured In China | |||
Product Warranty Liability [Line Items] | |||
Additional warranty expense | $ 5,500 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets [Abstract] | ||
Marketable securities: | $ 966,881 | |
Liabilities: | ||
Contingent consideration | 3,710 | $ 0 |
Certificate of deposit | ||
Assets [Abstract] | ||
Marketable securities: | 15,999 | |
Commercial paper | ||
Assets [Abstract] | ||
Marketable securities: | 215,850 | |
Corporate notes and bonds | ||
Assets [Abstract] | ||
Marketable securities: | 198,372 | |
U.S. Government agencies | ||
Assets [Abstract] | ||
Marketable securities: | 485,873 | |
U.S. Treasuries | ||
Assets [Abstract] | ||
Marketable securities: | 14,998 | |
Recurring | Level 1 | ||
Assets [Abstract] | ||
Investments in debt securities | 0 | 0 |
Total assets measured at fair value | 35,789 | 654,699 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Warranty obligations | ||
Current | 0 | 0 |
Non-current | 0 | 0 |
Total warranty obligations measured at fair value | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Recurring | Level 1 | Certificate of deposit | ||
Assets [Abstract] | ||
Marketable securities: | 0 | 0 |
Recurring | Level 1 | Commercial paper | ||
Assets [Abstract] | ||
Marketable securities: | 0 | 0 |
Recurring | Level 1 | Corporate notes and bonds | ||
Assets [Abstract] | ||
Marketable securities: | 0 | 0 |
Recurring | Level 1 | U.S. Government agencies | ||
Assets [Abstract] | ||
Marketable securities: | 0 | 0 |
Recurring | Level 1 | U.S. Treasuries | ||
Assets [Abstract] | ||
Marketable securities: | 0 | 0 |
Recurring | Level 1 | Money market funds | ||
Assets [Abstract] | ||
Cash and cash equivalents | 35,789 | 654,699 |
Recurring | Level 1 | Certificate of deposit | ||
Assets [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Level 1 | Commercial paper | ||
Assets [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Level 1 | Corporate notes and bonds | ||
Assets [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Level 2 | ||
Assets [Abstract] | ||
Investments in debt securities | 0 | 0 |
Total assets measured at fair value | 931,092 | 0 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Warranty obligations | ||
Current | 0 | 0 |
Non-current | 0 | 0 |
Total warranty obligations measured at fair value | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Recurring | Level 2 | Certificate of deposit | ||
Assets [Abstract] | ||
Marketable securities: | 9,999 | 0 |
Recurring | Level 2 | Commercial paper | ||
Assets [Abstract] | ||
Marketable securities: | 188,853 | 0 |
Recurring | Level 2 | Corporate notes and bonds | ||
Assets [Abstract] | ||
Marketable securities: | 197,612 | 0 |
Recurring | Level 2 | U.S. Government agencies | ||
Assets [Abstract] | ||
Marketable securities: | 485,873 | 0 |
Recurring | Level 2 | U.S. Treasuries | ||
Assets [Abstract] | ||
Marketable securities: | 14,998 | 0 |
Recurring | Level 2 | Money market funds | ||
Assets [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Level 2 | Certificate of deposit | ||
Assets [Abstract] | ||
Cash and cash equivalents | 6,000 | 0 |
Recurring | Level 2 | Commercial paper | ||
Assets [Abstract] | ||
Cash and cash equivalents | 26,997 | 0 |
Recurring | Level 2 | Corporate notes and bonds | ||
Assets [Abstract] | ||
Cash and cash equivalents | 760 | 0 |
Recurring | Level 3 | ||
Assets [Abstract] | ||
Investments in debt securities | 41,042 | 0 |
Total assets measured at fair value | 41,042 | 0 |
Liabilities: | ||
Contingent consideration | 3,710 | 0 |
Warranty obligations | ||
Current | 14,612 | 8,267 |
Non-current | 36,395 | 20,469 |
Total warranty obligations measured at fair value | 51,007 | 28,736 |
Total liabilities measured at fair value | 54,717 | 28,736 |
Recurring | Level 3 | Certificate of deposit | ||
Assets [Abstract] | ||
Marketable securities: | 0 | 0 |
Recurring | Level 3 | Commercial paper | ||
Assets [Abstract] | ||
Marketable securities: | 0 | 0 |
Recurring | Level 3 | Corporate notes and bonds | ||
Assets [Abstract] | ||
Marketable securities: | 0 | 0 |
Recurring | Level 3 | U.S. Government agencies | ||
Assets [Abstract] | ||
Marketable securities: | 0 | 0 |
Recurring | Level 3 | U.S. Treasuries | ||
Assets [Abstract] | ||
Marketable securities: | 0 | 0 |
Recurring | Level 3 | Money market funds | ||
Assets [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Level 3 | Certificate of deposit | ||
Assets [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Level 3 | Commercial paper | ||
Assets [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Level 3 | Corporate notes and bonds | ||
Assets [Abstract] | ||
Cash and cash equivalents | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Investment without readily determinable fair value | $ 5,000 | ||||||
Decrease in liability as a result of decreasing the profit element and risk premium input by 100 basis points | $ 900 | ||||||
Increase in liability as a result of decreasing the discount rate by 100 basis points | 2,900 | ||||||
Decrease in liability as a result of increasing the discount rate by 100 basis points | 2,300 | ||||||
Debt Securities, One | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Investments in debt securities | $ 25,000 | ||||||
Debt Securities, Two | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Investments in debt securities | $ 20,000 | ||||||
Proceeds from settlement | $ 26,600 | ||||||
Principal amount settled | 20,000 | ||||||
Proceeds from interest and change in control premium | $ 6,600 | ||||||
Debt Securities, Three | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Investments in debt securities | $ 13,000 | ||||||
Level 2 | Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Investments in debt securities | 0 | 0 | 0 | $ 0 | |||
Level 2 | Recurring | Convertible Notes | Convertible Senior Notes Due 2028 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Notes payable fair value | 594,400 | 594,400 | 594,400 | ||||
Level 2 | Recurring | Convertible Notes | Convertible Senior Notes Due 2026 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Notes payable fair value | 642,300 | 642,300 | 642,300 | ||||
Level 2 | Recurring | Convertible Notes | Convertible Senior Notes Due 2025 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Notes payable fair value | $ 240,000 | $ 240,000 | $ 240,000 |
FAIR VALUE MEASUREMENTS - Debt
FAIR VALUE MEASUREMENTS - Debt Securities Schedule of Fair Value (Details) - Investments in debt securities $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 0 |
Investment | 58,000 |
Fair value adjustments included in other (expense) income, net | 9,611 |
Settlement | (26,569) |
Balance at end of period | $ 41,042 |
FAIR VALUE MEASUREMENTS - Conti
FAIR VALUE MEASUREMENTS - Contingent Consideration Schedule of Fair Value (Details) - Contingent consideration $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 0 |
Addition | 3,500 |
Fair value adjustments included in other income (expense), net | 210 |
Balance at end of period | $ 3,710 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Changes in Nonfinancial Liabilities Related to Warrant Obligations Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) - Recurring - Total warranty obligations measured at fair value - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 28,736 | $ 19,806 |
Accruals for warranties issued during period | 18,098 | 7,021 |
Changes in estimates | 10,844 | 5,039 |
Settlements | (11,248) | (7,781) |
Increase due to accretion expense | 4,654 | 3,255 |
Other | (77) | 1,396 |
Balance at end of period | $ 51,007 | $ 28,736 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Significant Unobservable Inputs used in the Fair Value Measurement of Liabilities Designated as Level 3 (Details) - Recurring - Level 3 - Warranty obligations for microinverters sold since January 1, 2014 | Dec. 31, 2021 | Dec. 31, 2020 |
Profit element and risk premium | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warranty obligations, measurement input | 15.00% | 15.00% |
Credit-adjusted risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warranty obligations, measurement input | 12.00% | 13.00% |
RESTRUCTURING - Summary of Rest
RESTRUCTURING - Summary of Restructuring Charges (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 0 | $ 0 | $ 2,599,000 |
Asset impairments | 0 | 0 | 1,100,000 |
Restructuring Plan 2018 | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | 0 | 2,599,000 |
Redundancy and employee severance and benefit arrangements | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | 0 | 1,575,000 |
Redundancy and employee severance and benefit arrangements | Restructuring Plan 2018 | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | 0 | 1,575,000 |
Asset impairments | |||
Restructuring Cost and Reserve [Line Items] | |||
Asset impairments | 0 | 0 | 1,124,000 |
Asset impairments | Restructuring Plan 2018 | |||
Restructuring Cost and Reserve [Line Items] | |||
Asset impairments | 0 | 0 | 1,124,000 |
Lease loss reserves (benefit) | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, accrual adjustment | 0 | 0 | (100,000) |
Lease loss reserves (benefit) | Restructuring Plan 2018 | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, accrual adjustment | $ 0 | $ 0 | $ (100,000) |
DEBT - Long-term debt (Details)
DEBT - Long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total carrying amount of debt | $ 1,037,646 | $ 330,865 |
Less: current portion of convertible notes and long-term financing receivable recorded as debt | (86,052) | (325,967) |
Debt, non-current | 951,594 | 4,898 |
Convertible Notes | Convertible Senior Notes Due 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 575,000 | 0 |
Less unamortized discount and issuance costs | (149,411) | 0 |
Total carrying amount of debt | 425,589 | 0 |
Convertible Notes | Convertible Senior Notes Due 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 632,500 | 0 |
Less unamortized discount and issuance costs | (111,433) | 0 |
Total carrying amount of debt | 521,067 | 0 |
Convertible Notes | Convertible Senior Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 102,175 | 320,000 |
Less unamortized discount and issuance costs | (16,123) | (64,979) |
Total carrying amount of debt | 86,052 | 255,021 |
Less: current portion of convertible notes and long-term financing receivable recorded as debt | (102,200) | |
Convertible Notes | Convertible Senior Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 88,140 |
Less unamortized discount and issuance costs | 0 | (19,119) |
Total carrying amount of debt | 0 | 69,021 |
Convertible Notes | Convertible Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 5,000 | 5,000 |
Less unamortized discount and issuance costs | (62) | (102) |
Total carrying amount of debt | 4,938 | 4,898 |
Financing Receivable | Financing Receivable Recorded as Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 0 | $ 1,925 |
DEBT - Convertible Senior Notes
DEBT - Convertible Senior Notes due in 2028 Narrative (Details) $ / shares in Units, shares in Millions | Mar. 01, 2021USD ($)trading_day$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||
Deferred taxes | $ 122,470,000 | $ 92,904,000 | ||
Payment for bonds hedge | 286,235,000 | 89,056,000 | $ 36,313,000 | |
Proceeds from sale of warrants | 220,800,000 | $ 71,552,000 | $ 29,818,000 | |
Convertible Notes | Convertible Senior Notes Due 2028 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 575,000,000 | |||
Interest rate | 0.00% | |||
Proceeds from convertible debt | $ 566,400,000 | |||
Conversion ratio | 0.0035104 | |||
Debt conversion price (in USD per share) | $ / shares | $ 284.87 | |||
Convertible note, liability component | $ 415,000,000 | |||
Convertible note, equity component | 160,000,000 | |||
Deferred taxes | 40,100,000 | |||
Debt issuance costs | 9,100,000 | |||
Unamortized debt issuance costs | 6,600,000 | 5,800,000 | ||
Debt issuance costs, allocated to capital | $ 2,500,000 | |||
Unamortized discount | $ 143,600,000 | |||
Remaining discount amortization period | 6 years 2 months 12 days | |||
Conversion shares (in shares) | shares | 2 | |||
Payment for bonds hedge | $ 161,600,000 | |||
Warrants issued, strike price (in USD per share) | $ / shares | $ 397.91 | |||
Proceeds from sale of warrants | $ 123,400,000 | |||
Convertible Notes | Convertible Senior Notes Due 2028 | Discount rate | ||||
Debt Instrument [Line Items] | ||||
Measurement input | 0.0477 | |||
Period One | Convertible Notes | Convertible Senior Notes Due 2028 | ||||
Debt Instrument [Line Items] | ||||
Threshold percentage | 130.00% | |||
Stock trigger price (in USD per share) | $ / shares | $ 370.33 | |||
Number of threshold trading days | trading_day | 20 | |||
Number of consecutive trading days | trading_day | 30 | |||
Measurement period percentage of stock price trigger | 98.00% | |||
Period Two | Convertible Notes | Convertible Senior Notes Due 2028 | ||||
Debt Instrument [Line Items] | ||||
Threshold percentage | 100.00% | |||
Number of consecutive trading days | trading_day | 5 | |||
Business day period after measurement period | 5 days |
DEBT - Schedule of Convertible
DEBT - Schedule of Convertible Senior Notes due in 2028 (Details) - Convertible Notes - Convertible Senior Notes Due 2028 - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Amortization of debt discount | $ 16,401 | |
Amortization of debt issuance costs | $ 785 | |
Total interest cost recognized | $ 17,186 |
DEBT - Convertible Senior Not_2
DEBT - Convertible Senior Notes due in 2026 Narrative (Details) $ / shares in Units, shares in Millions | Mar. 01, 2021USD ($)trading_day$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 12, 2021USD ($) |
Debt Instrument [Line Items] | |||||
Deferred taxes | $ 122,470,000 | $ 92,904,000 | |||
Payment for bonds hedge | 286,235,000 | 89,056,000 | $ 36,313,000 | ||
Proceeds from sale of warrants | 220,800,000 | $ 71,552,000 | $ 29,818,000 | ||
Convertible Notes | Convertible Senior Notes Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | $ 575,000,000 | $ 57,500,000 | |||
Interest rate | 0.00% | ||||
Proceeds from convertible debt | $ 623,000,000 | ||||
Conversion ratio | 0.0032523 | ||||
Debt conversion price (in USD per share) | $ / shares | $ 307.47 | ||||
Convertible note, liability component | $ 509,000,000 | ||||
Convertible note, equity component | 123,500,000 | ||||
Deferred taxes | 31,000,000 | ||||
Debt issuance costs | 10,000,000 | ||||
Unamortized debt issuance costs | 8,000,000 | $ 6,700,000 | |||
Debt issuance costs, allocated to capital | $ 2,000,000 | ||||
Effective percentage rate | 4.44% | ||||
Unamortized discount | $ 104,800,000 | ||||
Remaining discount amortization period | 4 years 2 months 12 days | ||||
Conversion shares (in shares) | shares | 2.1 | ||||
Payment for bonds hedge | $ 124,600,000 | ||||
Warrants issued, strike price (in USD per share) | $ / shares | $ 397.91 | ||||
Proceeds from sale of warrants | $ 97,400,000 | ||||
Convertible Notes | Convertible Senior Notes Due 2026 | Discount rate | |||||
Debt Instrument [Line Items] | |||||
Measurement input | 0.0444 | ||||
Period One | Convertible Notes | Convertible Senior Notes Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage | 130.00% | ||||
Stock trigger price (in USD per share) | $ / shares | $ 399.71 | ||||
Number of threshold trading days | trading_day | 20 | ||||
Number of consecutive trading days | trading_day | 30 | ||||
Measurement period percentage of stock price trigger | 98.00% | ||||
Period Two | Convertible Notes | Convertible Senior Notes Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage | 100.00% | ||||
Number of consecutive trading days | trading_day | 5 | ||||
Business day period after measurement period | 5 days |
DEBT - Schedule of Convertibl_2
DEBT - Schedule of Convertible Senior Notes due in 2026 (Details) - Convertible Notes - Convertible Senior Notes Due 2026 - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Amortization of debt discount | $ 18,735 | |
Amortization of debt issuance costs | $ 1,347 | |
Total interest cost recognized | $ 20,082 |
DEBT - Convertible Senior Not_3
DEBT - Convertible Senior Notes due in 2025 Narrative (Details) | Mar. 01, 2021USD ($)shares | Mar. 09, 2020USD ($)trading_day$ / sharesshares | May 19, 2020trading_dayshares | Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | May 19, 2021$ / sharesshares | May 20, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||||
Principal amount outstanding | $ 1,037,646,000 | $ 330,865,000 | |||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||
Common stock, shares authorized (in shares) | shares | 150,000,000 | 300,000,000 | 200,000,000 | 300,000,000 | 200,000,000 | ||||||
Deferred taxes | $ 122,470,000 | $ 92,904,000 | |||||||||
Partial repurchase of convertible notes | 290,247,000 | 40,728,000 | $ 0 | ||||||||
Loss on partial settlement of convertible notes | 56,497,000 | 3,037,000 | 0 | ||||||||
Debt, current | 86,052,000 | 325,967,000 | |||||||||
Payment for bonds hedge | 286,235,000 | 89,056,000 | 36,313,000 | ||||||||
Proceeds from sale of warrants | 220,800,000 | 71,552,000 | $ 29,818,000 | ||||||||
Warrants obligations measured at fair value | $ 96,400,000 | ||||||||||
Convertible Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes embedded derivative | 117,100,000 | ||||||||||
Convertible Notes | Convertible Senior Notes Due 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 320,000,000 | $ 320,000,000 | |||||||||
Interest rate | 0.25% | 0.25% | |||||||||
Conversion ratio | 0.0122637 | ||||||||||
Debt conversion price (in USD per share) | $ / shares | $ 81.54 | ||||||||||
Proceeds from convertible debt | $ 313,000,000 | ||||||||||
Number of consecutive trading days | trading_day | 20 | ||||||||||
Principal amount outstanding | 86,052,000 | 255,021,000 | |||||||||
Convertible notes embedded derivative | 68,700,000 | 116,300,000 | |||||||||
Embedded derivative, host contract | $ 251,300,000 | ||||||||||
Deferred taxes | 200,000 | ||||||||||
Debt issuance costs | $ 7,600,000 | ||||||||||
Partial repurchase of convertible notes | $ 217,700,000 | ||||||||||
Exercise of warrants related to convertible senior notes (in shares) | shares | 1,670,000 | 485 | |||||||||
Equity component of convertible senior notes, net | $ 302,700,000 | $ 100,000 | |||||||||
Convertible note, liability component | 184,500,000 | ||||||||||
Residual | 4,300,000 | ||||||||||
Induced conversion of convertible debt expense | $ 37,500,000 | ||||||||||
Remaining expected life | 4 years 1 month 6 days | ||||||||||
Write off of debt discount | $ 38,500,000 | ||||||||||
Write off of deferred debt issuance cost | $ 4,100,000 | ||||||||||
Loss on partial settlement of convertible notes | 9,400,000 | ||||||||||
Conversion of debt | $ 100,000 | ||||||||||
Debt, current | $ 102,200,000 | ||||||||||
Effective percentage rate | 5.18% | ||||||||||
Unamortized discount | $ 14,600,000 | $ 58,600,000 | |||||||||
Remaining discount amortization period | 3 years 2 months 12 days | ||||||||||
Conversion shares (in shares) | shares | 3,900,000 | ||||||||||
Payment for bonds hedge | $ 89,100,000 | ||||||||||
Warrants issued, strike price (in USD per share) | $ / shares | $ 106.94 | ||||||||||
Proceeds from sale of warrants | $ 71,600,000 | ||||||||||
Convertible notes hedge settlements, shares received (in shares) | shares | 1,900,000 | ||||||||||
Warrants unwound, shares issued (in shares) | shares | 1,800,000 | ||||||||||
Convertible notes hedge transaction, options outstanding (in shares) | shares | 1,300,000 | ||||||||||
Warrants outstanding (in shares) | shares | 1,300,000 | ||||||||||
Convertible Notes | Convertible Senior Notes Due 2025 | Discount rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Measurement input | 0.0435 | ||||||||||
Period One | Convertible Notes | Convertible Senior Notes Due 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of threshold trading days | trading_day | 20 | ||||||||||
Number of consecutive trading days | trading_day | 30 | ||||||||||
Threshold percentage | 130.00% | ||||||||||
Stock trigger price (in USD per share) | $ / shares | $ 106 | $ 106 | |||||||||
Period Two | Convertible Notes | Convertible Senior Notes Due 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of consecutive trading days | trading_day | 5 | ||||||||||
Threshold percentage | 100.00% | ||||||||||
Business day period after measurement period | 5 days | ||||||||||
Measurement period percentage of stock price trigger | 98.00% |
DEBT - Schedule of Convertibl_3
DEBT - Schedule of Convertible Senior Notes due in 2025 (Details) - Convertible Notes - Convertible Senior Notes Due 2025 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 342 | $ 649 |
Amortization of debt discount | 5,529 | 10,072 |
Amortization of debt issuance costs | 661 | 1,229 |
Total interest cost recognized | $ 6,532 | $ 11,950 |
DEBT - Convertible Senior Not_4
DEBT - Convertible Senior Notes due 2024 Narrative (Details) $ / shares in Units, shares in Thousands | Jun. 05, 2019USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||
Partial repurchase of convertible notes | $ 290,247,000 | $ 40,728,000 | $ 0 | ||
Loss on partial settlement of convertible notes | 56,497,000 | 3,037,000 | 0 | ||
Payment for bonds hedge | 286,235,000 | 89,056,000 | 36,313,000 | ||
Proceeds from sale of warrants | $ 220,800,000 | $ 71,552,000 | $ 29,818,000 | ||
Convertible Notes | Convertible Senior Notes Due 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | $ 132,000,000 | ||||
Interest rate | 1.00% | ||||
Conversion ratio | 0.0487781 | ||||
Debt conversion price (in USD per share) | $ / shares | $ 20.50 | ||||
Proceeds from convertible debt | $ 128,000,000 | ||||
Partial repurchase of convertible notes | $ 88,100,000 | ||||
Repurchase amount | $ 25,500,000 | ||||
Exercise of warrants related to convertible senior notes (in shares) | shares | 3,800 | ||||
Equity component of convertible senior notes, net | $ 669,500,000 | ||||
Convertible note, liability component | 79,500,000 | ||||
Residual | 8,700,000 | ||||
Write off of debt discount | 16,800,000 | ||||
Write off of deferred debt issuance cost | 1,400,000 | ||||
Loss on partial settlement of convertible notes | $ 9,600,000 | ||||
Conversion shares (in shares) | shares | 6,400 | ||||
Payment for bonds hedge | $ 36,300,000 | ||||
Warrants sold (in shares) | shares | 6,400 | ||||
Warrants issued, strike price (in USD per share) | $ / shares | $ 25.23 | ||||
Proceeds from sale of warrants | $ 29,800,000 | ||||
Convertible notes hedge transaction, shares received (in shares) | shares | 1,100 | ||||
Convertible notes hedge settlements, shares received (in shares) | shares | 2,700 | ||||
Debt converted | $ 62,600,000 | ||||
Warrants unwound, shares issued (in shares) | shares | 3,800 |
DEBT - Schedule of Convertibl_4
DEBT - Schedule of Convertible Senior Notes due 2024 (Details) - Convertible Notes - Convertible Senior Notes Due 2024 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 8 | $ 1,284 |
Amortization of debt discount | 772 | 6,325 |
Amortization of debt issuance costs | 74 | 646 |
Total interest cost recognized | $ 854 | $ 8,255 |
DEBT - Convertible Senior Not_5
DEBT - Convertible Senior Notes due 2023 Narrative (Details) - Convertible Notes - Convertible Senior Notes Due 2023 | Jun. 05, 2019USD ($)shares | Aug. 31, 2018USD ($)$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 65,000,000 | $ 5,000,000 | $ 5,000,000 | |
Interest rate | 4.00% | |||
Debt converted | $ 60,000,000 | |||
Conversion shares (in shares) | shares | 10,801,080 | |||
Fees paid for repurchase and exchange of convertible notes | $ 6,000,000 | |||
Conversion ratio | 0.1800180 | |||
Debt conversion price (in USD per share) | $ / shares | $ 5.56 | |||
Redemption price percentage | 100.00% |
DEBT - Schedule of Convertibl_5
DEBT - Schedule of Convertible Senior Notes due 2023 (Details) - Convertible Notes - Convertible Senior Notes Due 2023 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 200 | $ 200 |
Amortization of debt issuance costs | 40 | 40 |
Total interest cost recognized | $ 240 | $ 240 |
DEBT - Sale of Long - Term Fina
DEBT - Sale of Long - Term Financing Receivables (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Financing Receivable | Financing Receivable Recorded As Debt | ||
Debt Instrument [Line Items] | ||
Proceeds from debt, net of issuance costs | $ 2.8 | $ 5.6 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Mar. 26, 2020 | |
Line of Credit Facility [Line Items] | ||||
Term of lease contract, maximum renewal term | 12 years | |||
Purchase obligation | $ 424,600,000 | |||
Operating lease, Lease not yet commenced | $ 5,600,000 | |||
Operating lease, Lease not yet commenced, term | 10 years | |||
Section 301 Tariff Refunds | ||||
Line of Credit Facility [Line Items] | ||||
Potential positive impact of approval of requested Tariff refunds | $ 38,900,000 | |||
Tariff refund | $ 14,700,000 | $ 24,800,000 | ||
Tariff refund receivable | 14,700,000 | $ 0 | ||
Recognized in current period | 38,900,000 | |||
Section 301 Tariff Refunds, Accrued Interest | ||||
Line of Credit Facility [Line Items] | ||||
Potential positive impact of approval of requested Tariff refunds | $ 600,000 | |||
Recognized in current period | $ 600,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Lease Expense Components (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease costs | $ 7,049 | $ 5,332 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease liabilities, current (Accrued liabilities) | $ 3,830 | $ 4,542 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Operating lease liabilities, non-current (Other liabilities) | $ 11,920 | $ 15,209 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total operating lease liabilities | $ 15,750 | $ 19,751 |
Weighted average remaining lease term | 5 years 10 months 24 days | 6 years 4 months 24 days |
Weighted average discount rate | 7.40% | 7.70% |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Supplemental Cash Flow and Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 5,855 | $ 4,762 |
Lease liabilities arising from obtaining right-of-use assets | $ 708 | $ 10,625 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - Schedule of Minimum Lease Payments Under Noncancelable Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2022 | $ 4,771 | |
2023 | 4,160 | |
2024 | 3,198 | |
2025 | 2,422 | |
2026 | 1,395 | |
Thereafter | 2,680 | |
Total lease payments | 18,626 | |
Less: imputed lease interest | (2,876) | |
Total lease liabilities | $ 15,750 | $ 19,751 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | May 31, 2021 | May 19, 2021 | Dec. 31, 2020 | May 20, 2020 | May 19, 2020 | Apr. 30, 2020 | |
Equity, Class of Treasury Stock [Line Items] | |||||||||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 200,000,000 | 200,000,000 | 150,000,000 | |||
Repurchase of common stock | $ 500,000,000 | ||||||||
2020 Repurchase Program | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Repurchase program, shares authorized (in shares) | $ 200,000,000 | ||||||||
Stock repurchased and retired during period (in shares) | 1,700,000 | ||||||||
Average cost, shares repurchased (in usd per share) | $ 117.47 | ||||||||
Repurchase of common stock | $ 200,000,000 | ||||||||
2021 Repurchase Program | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Repurchase program, shares authorized (in shares) | $ 500,000,000 | ||||||||
Stock repurchased and retired during period (in shares) | 1,500,000 | ||||||||
Average cost, shares repurchased (in usd per share) | $ 196.98 | ||||||||
Repurchase of common stock | $ 300,000,000 | ||||||||
Repurchase program, remaining stock authorized for repurchase | $ 200,000,000 | $ 200,000,000 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) | Jan. 01, 2022shares | May 18, 2017shares | Mar. 29, 2012shares | Dec. 31, 2021USD ($)purchasePeriod$ / sharesshares | May 19, 2021$ / sharesshares | Dec. 31, 2020$ / shares | May 20, 2020$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
Total unrecognized compensation cost | $ | $ 254,600,000 | ||||||
Weighted-average recognition period for unrecognized compensation cost | 2 years 9 months 18 days | ||||||
2011 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, shares authorized (in shares) | 2,643,171 | ||||||
Vesting period | 4 years | ||||||
Share-based compensation, shares available for grant (in shares) | 7,963,894 | ||||||
2011 Equity Incentive Plan | Before August 1, 2012 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, weighted-average remaining contractual term | 10 years | ||||||
2011 Equity Incentive Plan | After August 1, 2012 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, weighted-average remaining contractual term | 7 years | ||||||
2021 Plan, Newly Reserved Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Capital shares reserved for future issuance (in shares) | 9,100,456 | ||||||
2021 Plan, Returning Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Capital shares reserved for future issuance (in shares) | 5,256,517 | ||||||
Employee Stock Purchase Plan (ESPP) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, shares authorized (in shares) | 669,603 | ||||||
Share-based compensation, shares available for grant (in shares) | 1,754,231 | ||||||
Share-based compensation, evergreen shares (in shares) | 700,000 | 330,396 | |||||
Share-based compensation, increase in number of shares authorized | 1.00% | ||||||
Share-based compensation, additional shares authorized (in shares) | 400,000 | ||||||
Employee stock purchase plan, number of interim purchase periods | purchasePeriod | 4 | ||||||
Employee stock purchase plan, offering period | 24 months | ||||||
Share-based compensation, maximum employee subscription rate | 15.00% | ||||||
Share-based compensation, purchase price of common stock percent to fair market value | 85.00% | ||||||
Look back feature period | 2 years | ||||||
General duration of employee stock purchase plan | 24 months | ||||||
IRS limitation for employees right to acquire class common stock under ESPP | $ | $ 25,000 | ||||||
Employee Stock Purchase Plan (ESPP) | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, evergreen shares (in shares) | 700,000 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of the Weighted-Average Grant Date Fair Value of Options Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
The fair value of each option granted during the periods | |||
Grants in period (in shares) | 0 | 11,000 | 43,000 |
Stock options | |||
The fair value of each option granted during the periods | |||
Weighted average grant date fair value (in usd per share) | $ 38.45 | $ 9.16 | |
Expected term | 3 years 9 months 18 days | 3 years 9 months 18 days | |
Expected volatility | 86.40% | 89.10% | |
Annual risk-free rate of return | 0.10% | 2.10% | |
Dividend yield | 0.00% | 0.00% |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 114,286 | $ 42,503 | $ 20,176 |
Income tax benefit included in the provision for incomes taxes | 97,129 | 61,389 | 8,185 |
Cost of revenues | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 7,366 | 3,759 | 1,650 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 33,927 | 12,701 | 4,897 |
Sales and marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 37,434 | 11,548 | 5,678 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 35,559 | 14,495 | 7,216 |
Restructuring | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 0 | $ 0 | $ 735 |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary of Stock-Based Compensation Expense Associated with Each Type of Award (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 114,286 | $ 42,503 | $ 20,176 |
Stock options, RSUs and PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 110,142 | 39,841 | 19,216 |
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 4,144 | $ 2,662 | $ 960 |
STOCK-BASED COMPENSATION - Su_4
STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares Outstanding | |||
Outstanding, beginning balance (in shares) | 2,532,000 | 4,097,000 | 6,772,000 |
Granted (in shares) | 0 | 11,000 | 43,000 |
Exercised (in shares) | (267,000) | (1,494,000) | (2,616,000) |
Canceled (in shares) | (1,000) | (82,000) | (102,000) |
Outstanding, ending balance (in shares) | 2,264,000 | 2,532,000 | 4,097,000 |
Shares outstanding, vested and expected to vest (in shares) | 2,264,000 | ||
Shares outstanding, exercisable (in shares) | 2,262,000 | ||
Weighted- Average Exercise Price per Share | |||
Outstanding, beginning balance (in usd per share) | $ 1.96 | $ 2.18 | $ 1.76 |
Granted (in usd per share) | 0 | 64.17 | 14.58 |
Exercised (in usd per share) | 2.44 | 2.74 | 1.22 |
Canceled (in usd per share) | 0.83 | 6.94 | 4.07 |
Outstanding, ending balance (in usd per share) | 1.90 | $ 1.96 | $ 2.18 |
Weighted-average exercise price, vested and expected (in usd per share) | 1.90 | ||
Weighted-average exercise price, exercisable (in usd per share) | $ 1.90 | ||
Weighted-Average Remaining Contractual Term | |||
Outstanding | 2 years 9 months 18 days | ||
Vested and expected to vest | 2 years 9 months 18 days | ||
Exercisable | 2 years 9 months 18 days | ||
Aggregate Intrinsic Value | |||
Exercised | $ 42,091 | $ 114,089 | $ 31,093 |
Outstanding | 409,834 | ||
Vested and expected to vest | 409,834 | ||
Exercisable | $ 409,550 | ||
Share price (in usd per share) | $ 182.94 |
STOCK-BASED COMPENSATION - Su_5
STOCK-BASED COMPENSATION - Summary of Stock Options Outstanding (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, number of shares (shares) | shares | 2,264 |
Options outstanding - weighted- average remaining life | 2 years 9 months 18 days |
Options outstanding - weighted- average exercise price (usd per share) | $ 1.90 |
Options exercisable - number of shares exercisable (shares) | shares | 2,262 |
Options exercisable - weighted-average exercise price (usd per share) | $ 1.90 |
$0.70 —– $1.11 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower limit (usd per share) | 0.70 |
Exercise price range, upper limit (usd per share) | $ 1.11 |
Options outstanding, number of shares (shares) | shares | 486 |
Options outstanding - weighted- average remaining life | 3 years 3 months 18 days |
Options outstanding - weighted- average exercise price (usd per share) | $ 0.86 |
Options exercisable - number of shares exercisable (shares) | shares | 486 |
Options exercisable - weighted-average exercise price (usd per share) | $ 0.85 |
$1.29 —– $1.29 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower limit (usd per share) | 1.29 |
Exercise price range, upper limit (usd per share) | $ 1.29 |
Options outstanding, number of shares (shares) | shares | 1,000 |
Options outstanding - weighted- average remaining life | 2 years 8 months 12 days |
Options outstanding - weighted- average exercise price (usd per share) | $ 1.29 |
Options exercisable - number of shares exercisable (shares) | shares | 1,000 |
Options exercisable - weighted-average exercise price (usd per share) | $ 1.28 |
$1.31 —– $1.31 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower limit (usd per share) | 1.31 |
Exercise price range, upper limit (usd per share) | $ 1.31 |
Options outstanding, number of shares (shares) | shares | 556 |
Options outstanding - weighted- average remaining life | 2 years 3 months 18 days |
Options outstanding - weighted- average exercise price (usd per share) | $ 1.31 |
Options exercisable - number of shares exercisable (shares) | shares | 556 |
Options exercisable - weighted-average exercise price (usd per share) | $ 1.31 |
$1.53 —– $14.58 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower limit (usd per share) | 1.53 |
Exercise price range, upper limit (usd per share) | $ 14.58 |
Options outstanding, number of shares (shares) | shares | 211 |
Options outstanding - weighted- average remaining life | 3 years 1 month 6 days |
Options outstanding - weighted- average exercise price (usd per share) | $ 5.65 |
Options exercisable - number of shares exercisable (shares) | shares | 209 |
Options exercisable - weighted-average exercise price (usd per share) | $ 5.65 |
$64.17 —– $64.17 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower limit (usd per share) | 64.17 |
Exercise price range, upper limit (usd per share) | $ 64.17 |
Options outstanding, number of shares (shares) | shares | 11 |
Options outstanding - weighted- average remaining life | 5 years 4 months 24 days |
Options outstanding - weighted- average exercise price (usd per share) | $ 64.17 |
Options exercisable - number of shares exercisable (shares) | shares | 11 |
Options exercisable - weighted-average exercise price (usd per share) | $ 64.17 |
STOCK-BASED COMPENSATION - Su_6
STOCK-BASED COMPENSATION - Summary of Restricted Stock Unit Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Aggregate Intrinsic Value | |||
Share price (in usd per share) | $ 182.94 | ||
Restricted stock units | |||
Number of Shares Outstanding | |||
Outstanding, beginning balance (in shares) | 3,588 | 4,263 | 4,352 |
Granted (in shares) | 1,301 | 1,550 | 2,112 |
Vested (in shares) | (1,979) | (2,085) | (1,707) |
Canceled (in shares) | (124) | (140) | (494) |
Outstanding, ending balance (in shares) | 2,786 | 3,588 | 4,263 |
Number of shares outstanding, expected to vest (in shares) | 2,786 | ||
Weighted Average Fair Value per Share at Grant Date | |||
Outstanding, beginning balance (in usd per share) | $ 27.61 | $ 7.19 | $ 3.52 |
Granted (in usd per share) | 179.88 | 55.66 | 11.50 |
Vested (in usd per share) | 20.47 | 7.26 | 3.87 |
Canceled (in usd per share) | 88.50 | 19.47 | 4.81 |
Outstanding, ending balance (in usd per share) | 100.73 | $ 27.61 | $ 7.19 |
Weighted-Average Fair Value per Share at Grant Date, Expected to vest (in usd per share) | $ 100.73 | ||
Weighted-Average Remaining Contractual Term | |||
Outstanding | 1 year 2 months 12 days | ||
Expected to vest | 1 year 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Vested | $ 364,665 | $ 125,578 | $ 27,156 |
Outstanding | 509,864 | ||
Aggregate intrinsic value, expected to vest | $ 509,864 |
STOCK-BASED COMPENSATION - Su_7
STOCK-BASED COMPENSATION - Summary of Performance Stock Unit Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Aggregate Intrinsic Value | |||
Share price (in usd per share) | $ 182.94 | ||
Performance shares | |||
Number of Shares Outstanding | |||
Outstanding, beginning balance (in shares) | 494 | 955 | 1,330 |
Granted (in shares) | 715 | 989 | 1,052 |
Vested (in shares) | (494) | (1,450) | (1,063) |
Canceled (in shares) | (270) | 0 | (364) |
Outstanding, ending balance (in shares) | 445 | 494 | 955 |
Weighted Average Fair Value per Share at Grant Date | |||
Outstanding, beginning balance (in usd per share) | $ 51.10 | $ 9.83 | $ 4.66 |
Granted (in usd per share) | 131.60 | 31.12 | 9.48 |
Vested (in usd per share) | 59.19 | 10.20 | 4.62 |
Canceled (in usd per share) | 52.75 | 0 | 5.16 |
Outstanding, ending balance (in usd per share) | $ 169.82 | $ 51.10 | $ 9.83 |
Weighted-Average Remaining Contractual Term | |||
Weighted average remaining contractual term | 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Vested | $ 91,803 | $ 52,144 | $ 10,818 |
Outstanding | $ 81,456 |
STOCK-BASED COMPENSATION - Su_8
STOCK-BASED COMPENSATION - Summary of ESPP Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Proceeds from common stock issued under ESPP | $ 6,832 | $ 4,304 | $ 1,692 |
Shares of common stock issued (shares) | 235 | 347 | 315 |
Weighted-average price per share (usd per share) | $ 29.12 | $ 12.41 | $ 5.37 |
INCOME TAXES - Schedule of Dome
INCOME TAXES - Schedule of Domestic and Foreign Components of Loss before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 102,886 | $ 112,727 | $ 85,520 |
Foreign | 18,042 | 6,683 | 4,594 |
Income before income taxes | $ 120,928 | $ 119,410 | $ 90,114 |
INCOME TAXES - Schedule of Prov
INCOME TAXES - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 488 | 636 | 327 |
Foreign | 6,232 | 1,896 | 1,589 |
Total | 6,720 | 2,532 | 1,916 |
Deferred: | |||
Federal | (28,398) | (13,445) | (56,959) |
State | (4,380) | (3,672) | (17,458) |
Foreign | 1,537 | 0 | 1,467 |
Total | (31,241) | (17,117) | (72,950) |
Income tax (benefit) | $ (24,521) | $ (14,585) | $ (71,034) |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Income tax (benefit) provision at statutory federal rate | $ 27,681 | $ 25,076 | $ 18,929 |
State taxes, net of federal benefit | 489 | (3,098) | (17,197) |
Change in valuation allowance | 0 | 0 | (71,300) |
Foreign tax rate and tax law differential | 1,073 | 611 | 1,206 |
Tax credits | (15,632) | (5,835) | (1,803) |
Stock-based compensation | (80,950) | (50,818) | (8,072) |
Other permanent items | 178 | (253) | 31 |
Other nondeductible/nontaxable items | 2,316 | 1,525 | 2,765 |
Uncertain tax positions | 6,911 | 1,530 | 504 |
GILTI | 0 | 0 | 1,086 |
Section 162(m) | 25,812 | 11,469 | 2,817 |
Convertible note settlements | 8,223 | 0 | 0 |
Warrant mark-to-mark adjustment | (622) | 5,208 | 0 |
Income tax (benefit) | $ (24,521) | $ (14,585) | $ (71,034) |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Allowances and reserves | $ 18,764 | $ 13,146 |
Net operating loss and tax credit carryforwards | 65,699 | 53,116 |
Stock-based compensation | 12,935 | 4,598 |
Deferred revenue | 27,778 | 20,765 |
Fixed assets and intangibles | 39,711 | 8,706 |
Sec. 163(j) interest carryforward | 10,749 | 4,401 |
Other | 1,609 | 7,007 |
Subtotal | 177,245 | 111,739 |
Total deferred tax assets | 177,245 | 111,739 |
Deferred tax liabilities: | ||
Goodwill | (31,805) | (1,719) |
Unremitted foreign earnings | (2,226) | (7) |
Deferred cost of goods sold | (23,713) | (17,545) |
Total deferred tax liabilities | (57,744) | (19,271) |
Net deferred tax asset | $ 119,501 | $ 92,468 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Unrecognized tax benefits | $ 12.5 |
Domestic Tax Authority | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 153.9 |
Domestic Tax Authority | Research Tax Credit Carryforward | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforward | 17.3 |
State and Local Jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 92.8 |
State and Local Jurisdiction | Research Tax Credit Carryforward | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforward | $ 9.8 |
INCOME TAXES - Schedule of Reco
INCOME TAXES - Schedule of Reconciliation of Total Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits—at beginning of year | $ 8,421 | $ 6,589 | $ 6,325 |
Increases in balances related to tax positions taken in prior years | 4,391 | 0 | 0 |
Decreases in balances related to tax positions taken in prior years | 0 | 0 | (370) |
Increases in balances related to tax positions taken in current year | 8,301 | 2,006 | 771 |
Lapses in statutes of limitations | (209) | (174) | (137) |
Unrecognized tax benefits—at end of year | $ 20,904 | $ 8,421 | $ 6,589 |
CONCENTRATION OF CREDIT RISK _2
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Largest Customer | Accounts receivable | Credit concentration risk | |||
Revenue, Major Customer [Line Items] | |||
Percentage of concentration risk | 38.00% | ||
Accounts Receivable, Second Largest Customer | Accounts receivable | Credit concentration risk | |||
Revenue, Major Customer [Line Items] | |||
Percentage of concentration risk | 36.00% | ||
Net Revenues, Largest Customer | Net revenue | Customer concentration risk | |||
Revenue, Major Customer [Line Items] | |||
Percentage of concentration risk | 34.00% | 29.00% | 21.00% |
Net Revenue, Second Largest Customer | Net revenue | Customer concentration risk | |||
Revenue, Major Customer [Line Items] | |||
Percentage of concentration risk | 12.00% |
NET INCOME PER SHARE - Schedule
NET INCOME PER SHARE - Schedule of Computation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income | $ 145,449 | $ 133,995 | $ 161,148 |
Notes due 2023 interest and financing costs, net | 177 | 177 | 1,088 |
Adjusted net income | $ 145,626 | $ 134,172 | $ 162,236 |
Weighted average common shares outstanding (in shares) | 134,025 | 125,561 | 116,713 |
Denominator: | |||
Weighted average common shares outstanding (in shares) | 134,025 | 125,561 | 116,713 |
Employee stock-based awards (in shares) | 4,918 | 6,997 | 8,964 |
Weighted average common shares outstanding for diluted calculation (in shares) | 142,878 | 141,918 | 131,644 |
Net income per share, basic (in USD per share) | $ 1.09 | $ 1.07 | $ 1.38 |
Net income per share, diluted (in USD per share) | $ 1.02 | $ 0.95 | $ 1.23 |
Convertible Senior Notes Due 2024 | |||
Denominator: | |||
Warrants (in shares) | 647 | 4,011 | 0 |
Convertible Senior Notes Due 2025 | |||
Denominator: | |||
Warrants (in shares) | 691 | 0 | 0 |
Convertible Notes | Convertible Senior Notes Due 2023 | |||
Denominator: | |||
Notes due (in shares) | 900 | 900 | 5,516 |
Convertible Notes | Convertible Senior Notes Due 2024 | |||
Denominator: | |||
Notes due (in shares) | 768 | 4,449 | 451 |
Convertible Notes | Convertible Senior Notes Due 2025 | |||
Denominator: | |||
Notes due (in shares) | 929 | 0 | 0 |
NET INCOME PER SHARE- Schedule
NET INCOME PER SHARE- Schedule of Potentially Dilutive Securities Excluded from the Computation of Diluted Net Income Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 6,851 | 1,494 | 485 |
Employee stock-based awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 32 | 43 | 185 |
Warrants | Convertible Senior Notes Due 2028 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 2,184 | 0 | 0 |
Warrants | Convertible Senior Notes Due 2026 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 2,225 | 0 | 0 |
Warrants | Convertible Senior Notes Due 2025 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 1,254 | 0 |
Warrants | Convertible Senior Notes Due 2024 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 0 | 300 |
Notes due | Convertible Senior Notes Due 2028 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 1,082 | 0 | 0 |
Notes due | Convertible Senior Notes Due 2026 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 1,328 | 0 | 0 |
Notes due | Convertible Senior Notes Due 2025 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 197 |
NET INCOME PER SHARE - Narrativ
NET INCOME PER SHARE - Narrative (Details) - Convertible Notes - $ / shares | Mar. 01, 2021 | Mar. 09, 2020 |
Convertible Senior Notes Due 2025 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Debt conversion price (in USD per share) | $ 81.54 | |
Convertible Senior Notes Due 2026 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Debt conversion price (in USD per share) | $ 307.47 | |
Convertible Senior Notes Due 2028 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Debt conversion price (in USD per share) | $ 284.87 |
SEGMENT AND GEOGRAPHIC INFORM_3
SEGMENT AND GEOGRAPHIC INFORMATION - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Number of operating segments | 1 |
SEGMENT AND GEOGRAPHIC INFORM_4
SEGMENT AND GEOGRAPHIC INFORMATION - Summary of Long-Lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 82,167 | $ 42,985 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 37,685 | 19,870 |
India | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 17,490 | 4,371 |
China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 12,906 | 9,948 |
Mexico | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 8,735 | 4,808 |
New Zealand | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 4,622 | 3,837 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 729 | $ 151 |
RELATED PARTY - Narrative (Deta
RELATED PARTY - Narrative (Details) - Convertible Notes - Convertible Senior Notes Due 2023 - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Aug. 31, 2018 |
Related Party Transaction [Line Items] | ||||
Debt instrument face amount | $ 5,000,000 | $ 5,000,000 | $ 65,000,000 | |
Thurman John Rodgers | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument face amount | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 |
Uncategorized Items - enph-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2018-07 [Member] |