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ENPH 06.30.2015 10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

Form 10-Q

____________________________________________

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35480

____________________________________________

Enphase Energy, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________



Delaware (State or other jurisdiction of incorporation or organization)		20-4645388 (I.R.S. Employer Identification No.)

1420 N. McDowell Blvd. Petaluma, California		94954
(Address of principal executive offices)		(Zip Code)

(707) 774-7000

(Registrant’s telephone number, including area code)

____________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of July 31, 2015, there were 44,556,907 shares of the registrant’s common stock outstanding, $0.00001 par value per share.

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ENPHASE ENERGY, INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015

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		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Loss	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	41
	Signature	42

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PART I. FINANCIAL INFORMATION



Item 1.	Financial Statements (Unaudited)

ENPHASE ENERGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

(Unaudited)



	June 30, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	31,887		$	42,032
Accounts receivable, net of allowances of $587 and $569 at June 30, 2015 and December 31, 2014, respectively	67,315			45,119
Inventory	34,054			21,590
Prepaid expenses and other assets	8,076			6,155
Total current assets	141,332			114,896
Property and equipment, net	31,633			30,824
Goodwill	3,745			3,745
Intangibles, net	1,596			1,811
Other assets	2,992			916
Total assets	$	181,298		$	152,192
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	34,467		$	22,316
Accrued liabilities	21,027			26,036
Deferred revenues, current	3,943			2,747
Warranty obligations, current (includes $1,971 and $1,125 measured at fair value at June 30, 2015 and December 31, 2014, respectively)	7,251			7,607
Borrowings under revolving credit facility	17,000			—
Total current liabilities	83,688			58,706
Long-term liabilities:
Deferred revenues, noncurrent	20,465			16,612
Warranty obligations, noncurrent (includes $3,832 and $2,437 measured at fair value at June 30, 2015 and December 31, 2014, respectively)	26,512			26,333
Other liabilities	1,885			3,589
Total liabilities	132,550			105,240
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.00001 par value, 10,000 shares authorized; none issued and outstanding	—			—
Common stock, $0.00001 par value, 100,000 shares authorized; 44,427 and 43,756 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively	—			—
Additional paid-in capital	217,062			208,022
Accumulated deficit	(167,914		)	(160,991		)
Accumulated other comprehensive loss	(400		)	(79		)
Total stockholders’ equity	48,748			46,952
Total liabilities and stockholders’ equity	$	181,298		$	152,192

See notes to condensed consolidated financial statements.

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ENPHASE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Net revenues	$	102,093		$	82,004		$	188,746		$	139,584
Cost of revenues	69,066			55,172			127,695			94,097
Gross profit	33,027			26,832			61,051			45,487
Operating expenses:
Research and development	12,786			11,148			26,216			20,234
Sales and marketing	12,508			10,493			24,445			19,321
General and administrative	8,102			7,679			16,307			14,205
Total operating expenses	33,396			29,320			66,968			53,760
Loss from operations	(369		)	(2,488		)	(5,917		)	(8,273		)
Other income (expense), net:
Interest expense	(87		)	(486		)	(165		)	(935		)
Other income (expense)	79			58			(448		)	165
Total other expense, net	(8		)	(428		)	(613		)	(770		)
Loss before income taxes	(377		)	(2,916		)	(6,530		)	(9,043		)
Provision for income taxes	(226		)	(115		)	(393		)	(224		)
Net loss	$	(603	)	$	(3,031	)	$	(6,923	)	$	(9,267	)
Net loss per share, basic and diluted	$	(0.01	)	$	(0.07	)	$	(0.16	)	$	(0.22	)
Shares used in computing net loss per share, basic and diluted	44,319			42,648			44,136			42,428

See notes to condensed consolidated financial statements.

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ENPHASE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Net loss	$	(603	)	$	(3,031	)	$	(6,923	)	$	(9,267	)
Other comprehensive income (loss):
Foreign currency translation adjustments	1			6			(321		)	7
Comprehensive loss	$	(602	)	$	(3,025	)	$	(7,244	)	$	(9,260	)

See notes to condensed consolidated financial statements.

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ENPHASE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



	Six Months Ended June 30,
	2015			2014
Cash flows from operating activities:
Net loss	$	(6,923	)	$	(9,267	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,054			3,902
Provision for doubtful accounts	99			711
Net loss on disposal of assets	275			28
Non-cash interest expense	80			191
Stock-based compensation	6,296			4,507
Revaluation of contingent consideration liability	(900		)	—
Changes in operating assets and liabilities:
Accounts receivable	(22,295		)	(15,164		)
Inventory	(12,464		)	856
Prepaid expenses and other assets	(4,077		)	(2,272		)
Accounts payable, accrued and other liabilities	6,712			16,582
Warranty obligations	(177		)	2,537
Deferred revenues	5,049			1,523
Net cash (used in) provided by operating activities	(23,271		)	4,134
Cash flows from investing activities:
Purchases of property and equipment	(6,260		)	(4,333		)
Net cash used in investing activities	(6,260		)	(4,333		)
Cash flows from financing activities:
Borrowings under revolving credit facility	17,000			—
Repayments of term loans	—			(2,177		)
Proceeds from issuance of common stock under employee stock plans	2,744			1,701
Net cash provided by (used in) financing activities	19,744			(476		)
Effect of exchange rate changes on cash	(358		)	106
Net decrease in cash and cash equivalents	(10,145		)	(569		)
Cash and cash equivalents—Beginning of period	42,032			38,190
Cash and cash equivalents—End of period	$	31,887		$	37,621
Supplemental disclosures of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable	$	1,611		$	675

See notes to condensed consolidated financial statements.

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ENPHASE ENERGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Enphase Energy, Inc. and subsidiaries (the “Company”) designs, develops, and sells microinverter systems for the solar photovoltaic industry. The Company was incorporated in 2006 and began selling its products in 2008. The Company’s microinverter system consists of (i) an Enphase microinverter and related accessories that convert direct current (“DC”) power to grid-compliant alternating current (“AC”) power; (ii) an Envoy communications gateway device that collects and transmits performance information from each solar module to the Company’s hosted data center; and (iii) the Enlighten web-based software platform that collects and processes this information to enable customers to monitor and manage their solar power systems. The Company sells microinverter systems primarily to distributors who resell them to solar installers. The Company also sells directly to large installers as well as through original equipment manufacturers (“OEMs”) and strategic partners. The Company also offers operations and maintenance services for photovoltaic (“PV”) systems including preventive and corrective maintenance, solar panel cleaning and solar system commissioning.

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the U.S, or GAAP. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation.

Unaudited Interim Financial Information

These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company's financial condition, results of operations, comprehensive income (loss) and cash flows for the interim periods indicated. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the operating results for the full year. Certain information and footnote disclosures typically included in annual consolidated financial statements have been condensed or omitted. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2015, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Reference is made to the disclosures therein for a summary of all of the Company’s significant accounting policies.

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, inventory valuation and accrued warranty obligations. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from management’s estimates using different assumptions or under different conditions.

Recent Accounting Pronouncements Not Yet Effective

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606), Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance under US GAAP. The updated standard’s core principle is that revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The standard generally requires an entity to identify performance obligations in its contracts, estimate the amount of variable consideration to be received in the transaction price, allocate the transaction price to each separate performance obligation, and recognize revenue as obligations are satisfied. In addition, the updated standard requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The effective date was recently deferred for one year to the interim and annual periods beginning on or after December 15, 2017.

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Early adoption is permitted as of the original effective date – interim and annual periods beginning on or after December 15, 2016. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures.

2. INVENTORY

Inventory as of June 30, 2015 and December 31, 2014 consists of the following (in thousands):



	June 30, 2015		December 31, 2014
Raw materials	$	2,651	$	3,429
Finished goods	31,403		18,161
Total inventory	$	34,054	$	21,590

3. WARRANTY OBLIGATIONS

The Company’s warranty activities during the three and six months ended June 30, 2015 and 2014 were as follows (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Warranty obligations, beginning of period	$	34,163		$	30,728		$	33,940		$	30,432
Accruals for warranties issued during period	1,202			1,138			2,307			1,751
Changes in estimates	180			2,960			238			4,360
Settlements	(1,715		)	(1,893		)	(2,865		)	(3,625		)
Increase due to accretion expense	210			20			371			40
Other	(277		)	16			(228		)	11
Warranty obligations, end of period	$	33,763		$	32,969		$	33,763		$	32,969
Less current portion							$	(7,251	)	$	(8,477	)
Noncurrent							$	26,512		$	24,492

For the three and six months ended June 30, 2014, warranty expense included net changes in estimates of $3.0 million and $4.4 million respectively, to reflect higher than originally estimated replacement unit costs and failure rates related to the Company’s second generation microinverter.

As of June 30, 2015, the $33.8 million in warranty obligations included $5.8 million measured at fair value (see Note 4—Fair Value Measurements).

4. 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.

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•	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 the Company’s assets and liabilities that were measured at fair value on a recurring basis and its categorization within the fair value hierarchy at June 30, 2015 and December 31, 2014 (in thousands):



	Fair Value Hierarchy	June 30, 2015		December 31, 2014
Assets:
Foreign currency forward contracts	Level 2	$	—	$	76

Liabilities:
Foreign currency forward contracts	Level 2	$	52	$	—
Warranty obligations	Level 3	5,803		3,562
Contingent consideration	Level 3	1,400		2,300

Derivative Instruments

The Company utilizes foreign currency forward contracts from time to time to reduce the impact of foreign currency fluctuations arising from both sales and purchases denominated in Euros and the British Pound Sterling. At June 30, 2015 and December 31, 2014, the notional amounts of the Company’s foreign currency forward contracts outstanding were $1.3 million and $1.5 million, respectively. For the six months ended June 30, 2015 and 2014, the Company recorded net gains of $37,000 and $50,000, respectively, related to foreign currency forward contracts in other income (expense), net.

Fair Value Option for Warranty Obligations Related to Microinverters 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, (“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 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.

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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 (in thousands):



	Six Months Ended June 30,
	2015			2014
Balance at beginning of period	$	3,562		$	—
Accruals for warranties issued during period	2,183			1,638
Changes in estimates	—			117
Settlements	(85		)	—
Increase due to accretion expense	371			40
Other	(228		)	11
Balance at end of period	$	5,803		$	1,806

Contingent Consideration Liability

In December 2014, the Company acquired substantially all of the assets of Next Phase Solar, Inc. In connection with the acquisition, the Company recorded a contingent consideration liability. The selling party may be entitled to receive two contingent payments, each based on achievement of defined revenue targets for the two annual periods subsequent to the acquisition date. The range of undiscounted amounts the Company could be required to pay for each contingent payment is between zero and $2.8 million. Any amounts due will be payable in early 2016 and 2017 based on achievement of defined 2015 and 2016 revenue targets, respectively.

During the two-year earnout period, the Company is required to reevaluate the fair value of the contingent consideration liability at each reporting period based on any new developments and record any changes in fair value. The fair value of the contingent consideration liability was estimated by applying the income approach. That measure is based on significant Level 3 inputs not observable in the market. Key assumptions include (i) probability adjusted level of revenues and the resultant payout; and (ii) a risk-adjusted discount rate estimated using a capital asset pricing model, which reflects an expected rate of return required by a market participant holding a financial instrument with risk attributes similar to the Company’s contingent consideration liability.

The following table provides information regarding changes in financial liabilities related to the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2015 (in thousands):



Balance—December 31, 2014	$	2,300
Revaluations	(900		)
Balance—June 30, 2015	$	1,400

The decrease in fair value of the contingent consideration liability for the six months ended June 30, 2015 was attributable to changes in management estimates related to the probability adjusted level of revenues. The gain was recorded in sales and marketing expenses in the condensed consolidated statements of operations.

Quantitative and Qualitative Information about Level 3 Fair Value Measurements

As of June 30, 2015, the significant unobservable inputs used in the fair value measurement of the Company’s liabilities designated as Level 3 are as follows:



Item Measured at Fair Value	Valuation Technique	Description of Significant Unobservable Input	Percent Used (Weighted-Average)
Warranty obligations for microinverters sold since January 1, 2014	Discounted cash flows	Profit element and risk premium	17%
	Discounted cash flows	Credit-adjusted risk-free rate	19%

Contingent consideration liability	Probability-weighted discounted cash flows	Risk-adjusted discount rate	18%

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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 discount rate is determined by reference to the Company’s own credit standing at the fair value measurement date. Increasing or decreasing the profit element and risk premium input by 100 basis points would not have a material impact on the fair value measurement of the liability. Increasing the discount rate by 100 basis points would result in a $0.2 million reduction of the liability. Decreasing the discount rate by 100 basis points would result in a $0.2 million increase to the liability.

Contingent Consideration Liability

Changes in assumed probability adjustments with respect to achievement of target metrics can materially impact the fair value measurement of contingent consideration as of the acquisition date and for each subsequent period. Assumptions about the probability and amount of payout require less subjectivity over the course of the earnout period as management refines estimates based on actual events. Due to the short duration of the earnout period of two years, increasing or decreasing the risk-adjusted discount rate by 100 basis points would not have a material impact on the fair value measurement of the contingent consideration liability.

5. GOODWILL AND INTANGIBLE ASSETS



	June 30, 2015							December 31, 2014
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Goodwill	$	3,745	$	—		$	3,745	$	3,745	$	—		$	3,745

Other indefinite-lived intangibles	$	286	$	—		$	286	$	286	$	—		$	286

Intangibles assets with finite lives:
Customer relationships	900		(90		)	810		900		—			900
Patents	750		(250		)	500		750		(125		)	625
Total	$	1,650	$	(340	)	$	1,310	$	1,650	$	(125	)	$	1,525

In July 2014, the Company purchased certain patents related to system interconnection and photovoltaic AC module construction. The patents are being amortized over their legal life of 3 years. The acquired customer relationships from the Company’s December 2014 NPS acquisition are being amortized on a straight-line basis over its estimated useful life of 5 years.

For the six months ended June 30, 2015, amortization expense related to intangible assets was $0.2 million. As of June 30, 2015, estimated future amortization expense related to finite-lived intangible assets was as follows:



Year	(In thousands)
2015 (remaining 6 months)	$	215
2016	430
2017	305
2018	180
2019	180
Total	$	1,310

6. SHORT-TERM BORROWINGS

The Company has a $50.0 million revolving credit facility (the “Revolver”) with Wells Fargo Bank, N.A. (“Wells Fargo”) that was entered into in November 2012 and subsequently amended in February 2014 to extend the maturity date to November 7, 2016. The amount of credit available under the Revolver is subject to a borrowing base calculation that limits availability to a percentage of eligible domestic accounts receivable plus a percentage of the value of eligible domestic

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inventory, less certain reserves. Amounts advanced under the Revolver bear interest at an annual rate equal to, at the Company’s option, either LIBOR or a “base rate” that is comprised of, among other things, the prime rate, plus a margin that is between 1.5% and 4.25% depending on the currency borrowed and the specific term of repayment. Advances under the Revolver may be drawn, repaid and redrawn until November 7, 2016, at which time all amounts borrowed must be repaid. The Revolver contains customary affirmative and negative covenants and events of default, and requires the Company to maintain at least $15.0 million in liquidity, consisting of cash, cash equivalents, and availability on the Revolver. Of this $15.0 million liquidity requirement, at least $5.0 million must be undrawn availability. The Company was in compliance with all financial covenants of the Revolver as of June 30, 2015.

During the second quarter of 2015, the Company borrowed $17.0 million to fund working capital requirements. As of June 30, 2015, the Company’s net availability under the Revolver, reflecting outstanding borrowings of $17.0 million, was $22.5 million.

7. COMMITMENTS AND CONTINGENCIES

Contingencies —The Company is not currently involved in any material legal proceedings. The Company may become involved in various legal proceedings and claims that arise in the ordinary course of business. Such matters are subject to uncertainty and there can be no assurance that such legal proceedings will not have a material adverse effect on its business, results of operations, financial position or cash flows.

8. STOCK-BASED COMPENSATION

The Company has adopted certain equity incentive and stock purchase plans as described in the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Equity Awards Activity

Stock Options

The following is a summary of stock option activity for the six months ended June 30, 2015 (in thousands, except per share data):



	Number of Shares Outstanding		Weighted- Average Exercise Price per Share
Outstanding at December 31, 2014	8,632		$	4.75
Granted	737		11.22
Exercised	(288	)	4.34
Canceled	(194	)	10.19
Outstanding at June 30, 2015	8,887		5.18

The intrinsic value of options exercised in the six months ended June 30, 2015 was $2.4 million. As of June 30, 2015, the intrinsic value of options outstanding was $28.8 million based on the closing price of the Company’s stock as of June 30, 2015.

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Restricted Stock Units

The following is a summary of restricted stock unit activity for the six months ended June 30, 2015 (in thousands, except per share data):



	RSUs		Weighted Average Fair Value per Share at Grant Date
Outstanding at December 31, 2014	1,345		$	8.25
Granted	613		12.25
Vested	(212	)	7.79
Canceled	(43	)	13.13
Outstanding at June 30, 2015	1,703		9.62

The total fair value of restricted stock units that vested in the six months ended June 30, 2015 was $2.9 million. As of June 30, 2015, the intrinsic value of restricted stock units outstanding was $13.0 million based on the closing price of the Company’s stock as of June 30, 2015.

Stock-Based Compensation Expense

Compensation cost 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 condensed consolidated statements of operations for the periods presented (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Cost of revenues	$	318	$	194	$	582	$	343
Research and development	1,158		778		2,238		1,391
Sales and marketing	942		649		1,707		1,181
General and administrative	889		873		1,769		1,592
Total	$	3,307	$	2,494	$	6,296	$	4,507

The following table summarizes stock-based compensation associated with stock options, restricted stock units, and employee stock purchase plan shares for the periods presented (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options and restricted stock units	$	2,874	$	2,309	$	5,400	$	4,148
Employee stock purchase plan	433		185		896		359
Total	$	3,307	$	2,494	$	6,296	$	4,507

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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:



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Weighted average grant date fair value	$	6.90		$	4.24		$	6.38		$	4.13
Expected term (in years)	4.4			4.3			4.5			4.4
Expected volatility	72.7		%	69.5		%	72.0		%	66.4		%
Annual risk-free rate of return	1.3		%	1.4		%	1.3		%	1.4		%
Dividend yield	0.0		%	0.0		%	0.0		%	0.0		%

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.

As of June 30, 2015, there was approximately $25.9 million of total unrecognized compensation cost related to unvested equity awards expected to be recognized over a weighted-average period of 2.7 years.

9. INCOME TAXES

The Company has used the discrete tax approach in calculating the tax expense for the three and six months ended June 30, 2015 and 2014 due to the fact that a relatively small change in the Company’s projected pre-tax net income (loss) could result in a volatile effective tax rate. Under the discrete method, the Company determines its tax (expense) benefit based upon actual results as if the interim period was an annual period. The tax provisions recorded were primarily related to income taxes in jurisdictions outside of the U.S.

10. NET LOSS PER SHARE

The following table presents the computation of basic and diluted net loss per share (in thousands, except per share data):



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Numerator:
Net loss	$	(603	)	$	(3,031	)	$	(6,923	)	$	(9,267	)
Denominator:
Weighted average number of common shares outstanding	44,319			42,648			44,136			42,428

Net loss per share, basic and diluted	$	(0.01	)	$	(0.07	)	$	(0.16	)	$	(0.22	)

As the Company incurred a net loss for all periods presented, potential dilutive securities from employee stock options, restricted stock units and warrants have been excluded from the diluted net loss per share computations because the effect of including such shares would have been anti-dilutive. The following table sets forth the potentially dilutive securities excluded from the computation of the diluted net loss per share (in thousands):



	Three Months Ended June 30,		Six Months Ended June 30,
	2015	2014	2015	2014
Employee stock options	8,738	8,443	8,683	8,466
Restricted stock units	1,640	1,520	1,537	1,128
Warrants to purchase common stock	111	261	111	277
Total	10,489	10,224	10,331	9,871

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and the other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements reflecting our current expectations and involves risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential” or “continue” or the negative of these terms or other comparable terminology. For example, statements regarding our expectations as to future financial performance, expense levels and liquidity sources are forward-looking statements. Our actual results and the timing of events may differ materially from those discussed in our forward-looking statements as a result of various factors, including those discussed below and those discussed in the section entitled “Risk Factors” included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2014.

Overview

We deliver microinverter technology for the solar industry that increases energy production, simplifies design and installation, improves system uptime and reliability, reduces fire safety risk and provides a platform for intelligent energy management. We were founded in March 2006 and have grown rapidly to become the market leader in the microinverter category. Since our first commercial shipment in mid-2008, we have sold over 8.8 million microinverters as of June 30, 2015, which represents over 1.9 gigawatts (AC) of solar PV generating capacity. We currently offer microinverter systems targeting the residential and commercial markets in the United States, Canada, Mexico and other Latin America countries, the United Kingdom, France, the Benelux region, certain other European markets, Australia and New Zealand.

We sell our microinverter systems primarily to distributors who resell them to solar installers. We also sell directly to large installers and through original equipment manufacturers (“OEMs”) and strategic partners.

Components of Condensed Consolidated Statements of Operations

Net Revenues

We primarily generate net revenues from sales of our microinverter systems, which include microinverter units and related accessories, an Envoy communications gateway device, and our Enlighten web-based monitoring service. We sell to distributors, large installers, OEMs and strategic partners.

Our revenue is affected by changes in the volume and average selling prices of our microinverter systems, driven by supply and demand, sales incentives, and competitive product offerings. Our revenue growth is dependent on our ability to develop and introduce new products to meet the changing technology and performance requirements of our customers, the diversification and expansion of our revenue base, and our ability to market our products in a manner that increases awareness for microinverter technology and differentiates us in the marketplace.

Cost of Revenues and Gross Profit

Cost of revenues is comprised primarily of product costs, warranty, manufacturing personnel, logistics and freight costs, depreciation and amortization of test equipment and hosting services costs. Our product costs are impacted by technological innovations, such as advances in semiconductor integration and new product introductions, economies of scale resulting in lower component costs, and improvements in production processes and automation. Certain costs, primarily personnel and depreciation and amortization of test equipment, are not directly affected by sales volume.

We outsource our manufacturing to third-party contract manufacturers and generally negotiate product pricing with them on a quarterly basis. We believe our contract manufacturing partners have sufficient production capacity to meet the growing demand for our products for the foreseeable future.

In addition, third parties, including one of our contract manufacturers, serve as our logistics providers by warehousing and delivering our products in North America, Europe, Australia and New Zealand.

Gross profit may vary from quarter to quarter and is primarily affected by our average selling prices, product cost, product mix, warranty costs (including changes in estimates) and sales volume fluctuations resulting from seasonality.

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Operating Expenses

Operating expenses consist of research and development, sales and marketing and general and administrative expenses. Personnel-related costs are the most significant component of each of these expense categories and include salaries, benefits, payroll taxes, recruiting costs, sales commissions and incentive and stock-based compensation.

Research and development expense includes personnel-related expenses such as salaries, incentive and stock-based compensation and employee benefits. Research and development employees are engaged in the design and development of power electronics, semiconductors, powerline communications and networking and software functionality. Research and development expense also includes third-party design and development costs, testing and evaluation costs, depreciation expense and other indirect costs. We devote substantial resources in ongoing research and development programs that focus on enhancements to and cost efficiencies in our existing products as well as development of new products that utilize technological innovation to drive down product costs, improve functionality, and enhance reliability. We intend to continue to invest substantial resources in our research and development efforts because we believe they are critical to maintaining our competitive position.

Sales and marketing expense consists primarily of personnel-related expenses such as salaries, commissions, incentive and stock-based compensation, employee benefits and travel and changes in fair value of the acquisition-related contingent consideration liability. It also includes trade shows, marketing, customer support and other indirect costs. We expect to continue to make the necessary investments to enable us to execute our strategy to increase our market penetration geographically and enter into new markets by expanding our customer base of distributors, large installers, OEMs and strategic partners. We sell our products in the United States, Canada, Mexico and other Latin America countries, the United Kingdom, France, the Benelux region, certain other European markets, Australia and New Zealand. We expect to continue to expand the geographic reach of our product offerings and explore new sales channels in addressable markets in the future.

General and administrative expense consists primarily of salaries, incentive and stock-based compensation and employee benefits for personnel related to our executive, finance, human resources, information technology and legal organizations. General and administrative expense also includes facilities costs and fees for professional services. Professional services consist primarily of outside legal, accounting and information technology consulting costs.

Other Income (Expense), Net

Other income (expense), net includes interest expense on amounts under our outstanding term loans prior to 2015 and non-cash interest expense related to the amortization of debt discounts and deferred financing costs. Other income (expense), net also includes gains or losses upon conversion of non-U.S. dollar transactions into U.S. dollars and from foreign currency forward contracts.

Provision for Income Taxes

We are subject to income taxes in the countries where we sell our products, including the United States where we sell the majority of our products. As we have expanded the sale of products to customers outside the United States, we have become subject to taxation based on the foreign statutory rates in the countries where these sales took place. As sales in foreign jurisdictions increase in the future, our effective tax rate may fluctuate accordingly. Due to the history of losses we have generated in the United States since inception, we believe it is more-likely-than-not that all of our U.S. and state deferred tax assets will not be realized as of June 30, 2015.

Results of Operations for the Three and Six Months Ended June 30, 2015 and 2014

Net Revenues



	Three Months Ended June 30,				Change in				Six Months Ended June 30,				Change in
	2015		2014		$		%		2015		2014		$		%
	(dollars in thousands)								(dollars in thousands)
Net revenues	$	102,093	$	82,004	$	20,089	24	%	$	188,746	$	139,584	$	49,162	35	%

Three Months Ended June 30, 2015 and 2014

Net revenues increased by 24% for the three months ended June 30, 2015, as compared to the same period in 2014, primarily due to higher volume of microinverter systems sold. We sold 859,000 microinverter units in the three months ended

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June 30, 2015, compared to 598,000 units in the same period in 2014. The favorable impact of the higher volume was partially offset by a decline in the average selling price of our products.

Six Months Ended June 30, 2015 and 2014

Net revenues increased by 35% for the six months ended June 30, 2015, as compared to the same period in 2014, primarily due to higher volume of microinverter systems sold. We sold 1,578,000 microinverter units in the six months ended June 30, 2015, compared to 1,021,000 units in the same period in 2014. The favorable impact of the higher volume was partially offset by a decline in the average selling price of our products.

Cost of Revenues and Gross Profit



	Three Months Ended June 30,						Change in				Six Months Ended June 30,						Change in
	2015			2014			$		%		2015			2014			$		%
	(dollars in thousands)										(dollars in thousands)
Cost of revenues	$	69,066		$	55,172		$	13,894	25	%	$	127,695		$	94,097		$	33,598	36	%
Gross profit	33,027			26,832			6,195		23	%	61,051			45,487			15,564		34	%
Gross margin	32.3		%	32.7		%					32.3		%	32.6		%

Three Months Ended June 30, 2015 and 2014

Cost of revenues increased by 25% for the three months ended June 30, 2015, as compared to the same period in 2014, and was commensurate with the increase in net revenues. Gross margin remained relatively flat for the three months ended June 30, 2015, as compared to the same period in 2014. Warranty expense as a percentage of net revenues for the three months ended June 30, 2015 was 1.3 percent compared to 5.0 percent for the same period in 2014. Warranty expense in the prior year period included a $3.0 million incremental charge due to changes in estimates related to our second generation product, which reduced gross margin by approximately 4 percentage points.

Six Months Ended June 30, 2015 and 2014

Cost of revenues increased by 36% for the six months ended June 30, 2015, as compared to the same period in 2014, primarily due to the corresponding increase in net revenues. Gross margin remained relatively flat for the six months ended June 30, 2015, as compared to the same period in 2014. Warranty expense as a percentage of net revenues for the six months ended June 30, 2015 was 1.4 percent compared to 4.4 percent for the same period in 2014. Warranty expense in the prior year period included a $4.4 million incremental charge due to changes in estimates related to our second generation product, which reduced gross margin by approximately 3 percentage points.

Research and Development



	Three Months Ended June 30,						Change in				Six Months Ended June 30,						Change in
	2015			2014			$		%		2015			2014			$		%
	(dollars in thousands)										(dollars in thousands)
Research and development	$	12,786		$	11,148		$	1,638	15	%	$	26,216		$	20,234		$	5,982	30	%
Percentage of net revenues	13		%	14		%					14		%	14		%

Three Months Ended June 30, 2015 and 2014

Research and development expenses increased by 15% for the three months ended June 30, 2015, as compared to the same period in 2014. The increase was primarily attributable to a $1.6 million increase in personnel-related costs due to growth in headcount to support expanded research and development initiatives including development of new products as well as enhancements to existing products. The amount of research and development expenses may fluctuate from period to period due to the differing levels and stages of development activity.

Six Months Ended June 30, 2015 and 2014

Research and development expenses increased by 30% for the six months ended June 30, 2015, as compared to the same period in 2014. The increase was primarily attributable to a $4.3 million increase in personnel-related costs due to growth in

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headcount to support expanded research and development initiatives including development of new products as well as enhancements to existing products. In addition, the remaining increase was primarily attributable to a $1.1 million increase in research equipment depreciation and prototype material expense and a $0.6 million increase in third-party development costs.

Sales and Marketing



	Three Months Ended June 30,						Change in				Six Months Ended June 30,						Change in
	2015			2014			$		%		2015			2014			$		%
	(dollars in thousands)										(dollars in thousands)
Sales and marketing	$	12,508		$	10,493		$	2,015	19	%	$	24,445		$	19,321		$	5,124	27	%
Percentage of net revenues	12		%	13		%					13		%	14		%

Three Months Ended June 30, 2015 and 2014

Sales and marketing expenses increased by 19% for the three months ended June 30, 2015, as compared to the same period in 2014. The increase was due primarily to a $1.9 million increase in personnel-related costs due to growth in headcount to support our growing business both domestically and internationally, severance costs of $0.9 million, increased marketing and consulting expenses of $0.6 million and increased amortization from intangibles of $0.2 million. The increase was partially offset by a $1.0 million benefit related to a revaluation of acquisition-related contingent consideration liability and a $0.6 million decrease in bad debt expense.

Six Months Ended June 30, 2015 and 2014

Sales and marketing expenses increased by 27% for the six months ended June 30, 2015, as compared to the same period in 2014. The increase was due primarily to a $4.3 million increase in personnel-related costs due to growth in headcount to support our growing business both domestically and internationally, increased marketing and consulting expenses of $1.2 million, severance costs of $0.9 million and increased amortization from intangibles of $0.2 million. The increase was partially offset by a $0.9 million net benefit related to a revaluation of acquisition-related contingent consideration liability and a $0.6 million decrease in bad debt expense.

General and Administrative



	Three Months Ended June 30,						Change in				Six Months Ended June 30,						Change in
	2015			2014			$		%		2015			2014			$		%
	(dollars in thousands)										(dollars in thousands)
General and administrative	$	8,102		$	7,679		$	423	6	%	$	16,307		$	14,205		$	2,102	15	%
Percentage of net revenues	8		%	9		%					9		%	10		%

Three Months Ended June 30, 2015 and 2014

General and administrative expenses increased by 6% for the three months ended June 30, 2015, as compared to the same period in 2014. The increase was due primarily to increased facilities-related expenses including rent, utilities and depreciation related to corporate fixed assets and other professional services costs.

Six Months Ended June 30, 2015 and 2014

General and administrative expenses increased by 15% for the six months ended June 30, 2015, as compared to the same period in 2014. The increase was due primarily to $0.8 million increase in corporate-level expenses including rent, utilities and depreciation related to corporate fixed assets, $0.7 million increase in professional services costs and $0.6 million increase in recruiting costs.

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Other Income (Expense), Net



	Three Months Ended June 30,						Change in				Six Months Ended June 30,						Change in
	2015			2014			$		%		2015			2014			$		%
	(dollars in thousands)										(dollars in thousands)
Other expense, net	$	(8	)	$	(428	)	$	420	(98	)%	$	(613	)	$	(770	)	$	157	(20	)%

Three Months Ended June 30, 2015 and 2014

Other expense, net, for the three months ended June 30, 2015 decreased by $0.4 million, as compared to the same period in 2014. The decrease was primarily attributable to lower interest expense, as our term loans were repaid in full in December 2014.

Six Months Ended June 30, 2015 and 2014

Other expense, net, for the six months ended June 30, 2015 decreased by $0.2 million, as compared to the same period in 2014. The decrease was attributable to a $0.8 million decrease in interest expense, as our term loans were repaid in full in December 2014. This decrease was offset by a $0.6 million increase in losses from unfavorable foreign currency exchange movements associated with transactions denominated in foreign currencies.

Liquidity and Capital Resources

Sources of Liquidity

As of June 30, 2015, we had $31.9 million in cash and cash equivalents and working capital of $57.6 million. Cash and cash equivalents held in the United States were $27.3 million and consisted primarily of non-interest bearing checking deposits, with the remainder held in various foreign subsidiaries. In addition, we have a $50.0 million revolving credit facility (the “Revolver”) with Wells Fargo Bank, N.A. (“Wells Fargo”) that was entered into in November 2012 and subsequently amended in February 2014 to extend the maturity date to November 7, 2016. The amount of credit available under the Revolver is subject to a borrowing base calculation that limits availability to a percentage of eligible domestic accounts receivable plus a percentage of the value of eligible domestic inventory, less certain reserves. Amounts advanced under the Revolver bear interest at an annual rate equal to, at our option, either LIBOR or a “base rate” that is comprised of, among other things, the prime rate, plus a margin that is between 1.5% and 4.25% depending on the currency borrowed and the specific term of repayment. Advances under the Revolver may be drawn, repaid and redrawn until November 7, 2016, at which time all amounts borrowed must be repaid. The Revolver contains customary affirmative and negative covenants and events of default, and requires us to maintain at least $15.0 million of liquidity, consisting of cash, cash equivalents, and availability on the Revolver. Of this $15.0 million liquidity requirement, at least $5.0 million must be undrawn availability. We were in compliance with all financial covenants of the Revolver as of June 30, 2015.

During the second quarter of 2015, we borrowed $17.0 million under our Revolver to fund working capital requirements. As of June 30, 2015, our net availability under the Revolver, reflecting outstanding borrowings of $17.0 million, was $22.5 million.

We believe our current cash and cash equivalents of $31.9 million as of June 30, 2015, together with borrowings expected to be available under our Revolver with Wells Fargo, will be sufficient to satisfy our working capital needs, capital asset purchases, outstanding commitments and obligations and fund our operations for at least the next 12 months.

If additional sources of liquidity are needed, we may consider new debt or equity offerings, but there is no assurance that such transactions could be consummated on acceptable terms or at all. Failure to raise sufficient capital when needed could have a material adverse effect on our business, results of operations and financial position.

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The following table summarizes our cash flows for the periods indicated:



	Six Months Ended June 30,
	2015			2014
	(In thousands)
Net cash (used in) provided by operating activities	$	(23,271	)	$	4,134
Net cash used in investing activities	(6,260		)	(4,333		)
Net cash provided by (used in) financing activities	19,744			(476		)

Operating Activities

For the six months ended June 30, 2015, net cash used in operating activities of $23.3 million was primarily attributable to a net loss of $6.9 million, net changes in our operating assets and liabilities of $27.3 million, offset by non-cash charges of $10.9 million primarily consisting of stock-based compensation and depreciation and amortization. Cash used for operating assets and liabilities included a $22.3 million increase in accounts receivable as a result of a disproportionate percentage of second quarter’s sales occurring in the last month of the quarter, as compared to the more even sales pattern in the fourth quarter of 2014. Other changes in operating assets and liabilities that used cash included a $12.5 million increase in inventory, a $4.1 million increase in other assets and a $0.2 million decrease in warranty obligations. The increase in other assets included a $2.5 million increase in customer financing receivables and the corresponding deferred costs. Cash provided by changes in operating assets and liabilities included a $6.7 million increase in accounts payable, accrued and other liabilities and a $5.0 million increase in deferred revenue. The increase in accounts payable, accrued and other liabilities was due to timing of vendor payments as well as increased inventory purchases. The increase in deferred revenue included revenue related to our Enlighten service as well as deferred product revenue corresponding with the increase in customer financing receivables.

For the six months ended June 30, 2014, net cash provided by operating activities of $4.1 million consisted of a net loss of $9.3 million, offset by non-cash charges of $9.3 million and a net cash inflow from changes in operating assets and liabilities of $4.1 million. Non-cash charges primarily consisted of stock-based compensation of $4.5 million, depreciation and amortization of $3.9 million and provisions for doubtful accounts of $0.7 million. The increase in cash provided by operating assets and liabilities was primarily attributable to a $16.6 million increase in accounts payable, accrued compensation and other accrued liabilities, and was partially offset by an increase of $15.2 million in accounts receivable and a $2.3 million increase to prepaid expenses and other assets. The increase in accounts payable was the result of higher business volume and the timing of vendor payments. The increase in accrued liabilities included higher anticipated purchase volume rebates earned by customers under our sales incentive programs. The increase in accounts receivable was reflective of the overall growth in revenues. The increase in other assets included replacement units on-hand for use in servicing our warranty obligations. During the six months ended June 30, 2014, inventory decreased by $0.9 million as a result of the higher than anticipated demand for our microinverter systems in the second quarter of 2014. In addition, cash from operating activities benefited from a $1.5 million increase in deferred revenues related to sales of our Enlighten web-based monitoring service and a $2.5 million increase in warranty obligations due to increased sales of microinverters.

Investing Activities

For the six months ended June 30, 2015, net cash used in investing activities was $6.3 million, primarily as a result of purchases of test and assembly equipment and internally developed software additions.

For the six months ended June 30, 2014, net cash used in investing activities was $4.3 million, primarily as a result of purchases of test and assembly equipment and internally developed software additions.

Financing Activities

For the six months ended June 30, 2015, net cash provided by financing activities was $19.7 million, consisting of $17.0 million drawn under the Revolver and $2.7 million in proceeds from the issuance of common stock under employee stock plans.

For the six months ended June 30, 2014, net cash used in financing activities of $0.5 million was attributable to $2.2 million in principal repayments of outstanding term loans. The outflow of cash was offset by $1.7 million in proceeds from the issuance of common stock under employee stock plans.

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Contractual Obligations

There were no material changes during the six months ended June 30, 2015 to our contractual commitments as presented in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2014 Form 10-K that were outside the ordinary course of our business.

Off-Balance Sheet Arrangements

As of June 30, 2015, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Critical Accounting Policies

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S., or GAAP. In connection with the preparation of our condensed consolidated financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We consider an accounting policy to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.

There have been no significant changes during the six months ended June 30, 2015 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2014.

Recent Accounting Pronouncements Not Yet Effective

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our annual report on Form 10-K for the year ended December 31, 2014. Our exposures to market risk have not changed materially since December 31, 2014.



Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2015. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, includes, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of June 30, 2015, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION



Item 1.	Legal Proceedings

From time to time, we may be involved in litigation relating to claims arising out of our operations. We are not currently involved in any material legal proceedings. We may, however, be involved in material legal proceedings in the future. Such matters are subject to uncertainty and there can be no assurance that such legal proceedings will not have a material adverse effect on our business, results of operations, financial position or cash flows.

Item 1A. Risk Factors

We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition or results of operations. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently believe are not material may also significantly impair our business operations. Our business could be harmed by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and related notes.

We have marked with an asterisk (*) those risks described below that reflect substantive changes from, or additions to, the risks described in our Annual Report on Form 10-K for the year ended December 31, 2014.

*We have a history of losses which may continue in the future, and we cannot be certain that we will achieve or sustain profitability.

We have incurred significant net losses since we began doing business, including a net loss of $6.9 million during the six months ended June 30, 2015. As of June 30, 2015, we had an accumulated deficit of $167.9 million. We have incurred substantial operating losses since our inception, and we may continue to incur additional losses in the future. Our revenue growth may slow or revenue may decline for a number of possible reasons, many of which are outside our control, including a decline in demand for our offerings, increased competition, a decrease in the growth of the solar industry or our market share, or our failure to continue to capitalize on growth opportunities. If we fail to generate sufficient revenue to support our operations, we may not be able to achieve or sustain profitability.

Our relatively short operating history makes it difficult to evaluate our current business and future prospects.

While we have been in existence since 2006 and began shipping our products in commercial quantities until mid-2008, much of our growth has occurred in recent periods. Our relatively short operating history makes it difficult to evaluate our current business and future prospects. We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, including increased expenses as we continue to grow our business. If we do not manage these risks and overcome these difficulties successfully, our business will suffer.

Since we began commercial shipments of our products, our revenue, gross profit and results of operations have varied and are likely to continue to vary from quarter to quarter due to a number of factors, many of which are not within our control. It is difficult for us to accurately forecast our future revenue and gross profit and plan expenses accordingly and, therefore, it is difficult for us to predict our future results of operations.

If demand for solar energy solutions does not continue to grow or grows at a slower rate than we anticipate, our business will suffer.

Our microinverter systems are utilized in solar photovoltaic, or PV, installations, which provide on-site distributed power generation. As a result, our future success depends on continued demand for solar energy solutions and the ability of solar equipment vendors to meet this demand. The solar industry is an evolving industry that has experienced substantial changes in recent years, and we cannot be certain that consumers and businesses will adopt solar PV systems as an alternative energy source at levels sufficient to continue to grow our business. Traditional electricity distribution is based on the regulated industry model whereby businesses and consumers obtain their electricity from a government regulated utility. For alternative methods of distributed power to succeed, businesses and consumers must adopt new purchasing practices. The viability and continued growth in demand for solar energy solutions, and in turn, our products, may be impacted by many factors outside of our control, including:


•	market acceptance of solar PV systems based on our product platform;

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•	cost competitiveness, reliability and performance of solar PV systems compared to conventional and non-solar renewable energy sources and products;


•	availability and amount of government subsidies and incentives to support the development and deployment of solar energy solutions;


•	the extent to which the electric power industry and broader energy industries are deregulated to permit broader adoption of solar electricity generation;


•	the cost and availability of key raw materials and components used in the production of solar PV systems;


•	prices of traditional utility-provided energy sources;


•	levels of investment by end-users of solar energy products, which tend to decrease when economic growth slows; and


•	the emergence, continuance or success of, or increased government support for, other alternative energy generation technologies and products.

If demand for solar energy solutions fails to develop sufficiently, demand for our customers’ products as well as demand for our products will decrease, which would have an adverse impact on our ability to increase our revenue and grow our business.

Short-term demand and supply imbalances, especially for solar module technology, have recently caused prices for solar technology solutions to decline rapidly. Furthermore, competition in the solar industry has increased due to the emergence of Asian manufacturers along the entire solar value chain causing further price declines, excess inventory and oversupply. These market disruptions may continue to occur and may increase pressure to reduce prices, which could adversely affect our business and financial results.

The reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity applications could reduce demand for solar PV systems and harm our business.

The market for on-grid applications, where solar power is used to supplement a customer’s electricity purchased from the utility network or sold to a utility under tariff, depends in large part on the availability and size of government and economic incentives that vary by geographic market. Because our customers’ sales are typically into the on-grid market, the reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity may negatively affect the competitiveness of solar electricity relative to conventional and non-solar renewable sources of electricity, and could harm or halt the growth of the solar electricity industry and our business.

In general, the cost of solar power currently exceeds retail electricity rates, and we believe this tendency will continue in the near term. As a result, national, state and local government bodies in many countries, most notably Australia, Canada, France, Belgium, Germany, Italy, Japan, the People’s Republic of China, the United Kingdom, Spain and the United States, have provided incentives in the form of feed-in tariffs, or FiTs, rebates, tax credits and other incentives to system owners, distributors, system integrators and manufacturers of solar PV systems to promote the use of solar electricity in on-grid applications and to reduce dependency on other forms of energy. Many of these government incentives expire, phase out over time, terminate upon the exhaustion of the allocated funding, require renewal by the applicable authority or are being changed by governments due to changing market circumstances or changes to national, state or local energy policy.

Electric utility companies or generators of electricity from other non-solar renewable sources of electricity may successfully lobby for changes in the relevant legislation in their markets that are harmful to the solar industry. Reductions in, or eliminations or expirations of, governmental incentives in regions that we focus our sales efforts could result in decreased demand for and lower revenue from solar PV systems there, which would adversely affect sales of our products. In addition, our ability to successfully penetrate new geographic markets may depend on new countries adopting and maintaining incentives to promote solar electricity, to the extent such incentives are not currently in place. Additionally, electric utility companies may establish pricing structures or interconnection requirements that could adversely affect our sales and be harmful to the solar and distributed rooftop solar generation industry.

Our focus on a limited number of specific markets increases risks associated with the elimination or expiration of governmental subsidies and economic incentives for on-grid solar electricity applications.

To date, we have generated the majority of our revenues from North America and expect to continue to generate a substantial amount of our revenues from North America in the future. There are a number of important incentives that are expected to phase-out or terminate in the future, which could adversely affect sales of our products. A substantial majority of our revenues come from the United States, which has both federal and state incentives. The Renewable Energy and Job

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Creation Act of 2008 provides a 30% federal tax credit for residential and commercial solar installations, which expires on December 31, 2016. The American Recovery and Reinvestment Act of 2009, as amended, created a renewable energy grant program that offered cash payments in lieu of investment tax credits to renewable energy project developers for eligible property placed in service prior to December 31, 2011 or placed in service by the specified credit termination date if construction began prior to December 31, 2011. We believe the tax credit and grant programs have had a positive effect on our sales since inception. However, unless the tax credit program is further extended, the eventual phase-out of this program could adversely affect sales of our products in the future.

We derive a significant portion of our revenues from California, which is the largest single solar market in the United States. In 2007, the State of California launched its 10-year, $3 billion “Go Solar California” campaign, which encourages the installation of an aggregate of 3,000 MW of solar energy systems in homes and businesses by the end of 2016. The largest part of the campaign, the “California Solar Initiative,” provides rebates and performance-based incentives which decrease in intervals as installation thresholds are met. The “Go Solar California” program is scheduled to expire on December 31, 2016, but the pace of installations has been high and the program is likely to conclude sooner. Both Pacific Gas and Electric and San Diego Gas and Electric have surpassed all installation thresholds in the residential sector and are no longer accepting applications. Pacific Gas and Electric is placing all new applications for the commercial sector on a waiting list, and these applications may not be able to receive incentives. Programs for other utilities and market segments continue but could conclude prior to December 31, 2016 if installations continue at their current pace.

We also sell our products in Ontario, Canada. The Ontario Power Authority Green Energy and Green Economy Act of 2009 created two separate FiT programs for projects greater than 10kW and for projects less than 10kW. These FiT programs provide participants with a fixed price for electricity produced over a 20-year contract term. Both programs were temporarily suspended for further review. The program for projects less than 10kW was re-opened to new applications in July 2012 with a procurement target of 50 MW. The program for projects between 10kW and 500kW was re-opened for new applications between December 14, 2012 and January 18, 2013 with a procurement target of 200 MW. The Government of Ontario has announced plans for annual procurement targets of 50MW of projects under 10kW and 150MW of projects between 10kW and 500kW through 2017. However, all procurement occurs at the direction of the Government of Ontario, and these plans could change or market conditions could result in procurement targets not being met. Furthermore, the Government of Ontario has the authority to change the FiTs for future contracts at its discretion and has the authority to modify, suspend, or discontinue the program at any time. Suspension of the FiT program in Ontario directly impacted and could continue to impact our business. Furthermore, any future suspension or modification of the program could negatively affect our business, financial condition and results of operations.

We also sell our products in Europe. A number of European countries, including Germany, Belgium and the United Kingdom, have adopted reductions to their FiTs, Spain announced a suspension of its FiT for new renewable energy projects in January 2012 and Italy concluded its FiT program in July 2013. Certain countries, notably Greece and Spain, have proposed or enacted taxes levied on renewable energy. These and related developments have significantly impacted the solar industry in Europe and may adversely affect the future demand for the solar energy solutions in Europe. The reductions in European tariffs and subsidies and other requirements or incentives, including local content requirements or incentives, have negatively affected and may continue to negatively affect our business, financial condition and results of operations as we seek to increase our sales in Europe.

In the first quarter of 2013, we began selling our products in Australia. In 2012, Australia enacted a national price on carbon emissions intended to increase the cost of traditional energy sources, thereby making renewable energy sources more attractive. Beginning in 2012, several states in Australia began to gradually reduce their FiTs. Australia recently elected a new national government. The new leadership has pledged to revise national energy policy, including potentially reducing Australia’s renewable energy target and revising certain renewable energy financing mechanisms. In July 2014, the new leadership successfully repealed the tax on carbon emissions. The reductions in incentives and uncertainty around future energy policy may negatively affect our business financial condition, and results of operations as we seek to increase our business in Australia. Additionally, as we further expand to other countries, changes in incentive programs or electricity policies could negatively affect returns on our investments in those countries as well as our business, financial condition, and results of operations.

Our gross profit may fluctuate over time, which could impair our ability to achieve or maintain profitability.

Our gross profit has varied in the past and is likely to continue to vary significantly from period to period. Our gross profit may be adversely affected by numerous factors, some of which are beyond our control, including:


•	changes in customer, geographic or product mix;


•	increased price competition, including the impact of customer discounts and rebates;

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•	ability to reduce and control product costs;


•	warranty costs and reserves, including changes resulting from changes in estimates related to the long-term performance of our products, product replacement costs and warranty claim rates;


•	loss of cost savings due to changes in component or raw material pricing or charges incurred due to inventory holding periods if product demand is not correctly anticipated;


•	introduction of new products;


•	ordering patterns from our distributors;


•	price reductions on older products to sell remaining inventory;


•	our ability to reduce production costs, such as through technology innovations, in order to offset price declines in older products over time;


•	changes in shipment volume;


•	changes in distribution channels;


•	excess and obsolete inventory and inventory holding charges;


•	expediting costs incurred to meet customer delivery requirements; and


•	fluctuations in foreign currency exchange rates.

Fluctuations in gross profit may adversely affect our ability to manage our business or achieve or maintain profitability.

The inverter industry is highly competitive and we expect to face increased competition as new and existing competitors introduce microinverter products, which could negatively impact our results of operations and market share.

To date, we have competed primarily against central or string inverter manufacturers. Marketing and selling our microinverter systems against traditional inverter solutions is highly competitive. Currently, competitors in the inverter market range from large companies such as SMA Solar Technology AG, Fronius International GmbH and ABB to emerging companies such as SolarEdge Technologies offering alternative microinverter or other solar electronics products, including DC to DC optimizer products. Several of our existing and potential competitors are significantly larger, have greater financial, marketing, distribution, customer support and other resources, are more established than we are, and have significantly better brand recognition, especially in certain markets. Some of our competitors have more resources to develop or acquire, and more experience in developing or acquiring, new products and technologies and in creating market awareness for these products and technologies. Further, certain competitors may be able to develop new products more quickly than we can and may be able to develop products that are more reliable or that provide more functionality than ours. In addition, some of our competitors have the financial resources to offer competitive products at aggressive or below-market pricing levels, which could cause us to lose sales or market share or require us to lower prices for our microinverter systems in order to compete effectively. Suppliers of solar products, particularly solar modules, have experienced eroding prices over the last several years and as a result many have faced margin compression and declining revenues. If we have to reduce our prices by more than we anticipated, or if we are unable to offset any future reductions in our average selling prices by increasing our sales volume, reducing our costs and expenses or introducing new products, our revenues and gross profit would suffer.

Competition has intensified and we expect it to continue to intensify as new and existing competitors enter the microinverter market and additional add-on components like DC to DC optimizers that can be used with central or string inverters continue to gain more traction. SMA Solar Technology AG and ABB market and sell microinverter products. We believe that a number of companies have developed or are developing microinverters and other products that will compete directly with our microinverter systems. In addition, several new entrants to the microinverter market have recently announced plans to ship or have already shipped products.

We also may face competition from some of our customers or potential customers who evaluate our capabilities against the merits of manufacturing products internally. For instance, SunPower Corporation recently acquired SolarBridge Technologies, Inc., a microinverter manufacturer selling in small volumes. Other solar module manufacturers could also develop or acquire competing inverter technology or attempt to develop components that directly perform DC to AC conversion in the module itself. Due to the fact that such customers may not seek to make a profit directly from the manufacture of these products, they may have the ability to manufacture competitive products at a lower cost than we would charge such customers. As a result, these customers or potential customers may purchase fewer of our microinverter systems or sell products that compete with our microinverters systems, which would negatively impact our revenue and gross profit.

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The threat of continuing global economic, capital markets and credit disruptions, including sovereign debt issues, pose risks for our business.

The threat of continuing global economic, capital markets and credit disruptions, including the sovereign debt issues in Europe, pose risks for our business. These risks include slower economic activity and investment in projects that make use of our products and services. These economic developments, particularly decreased credit availability, have reduced demand for solar products. The European sovereign debt crisis has caused and may continue to cause European governments to reduce, eliminate or allow to expire government subsidies and economic incentives for solar energy, which could limit our growth or cause our net sales to decline and materially and adversely affect our business, financial condition, and results of operations. These conditions, including reduced incentives, continued decreases in credit availability, as well as continued economic instability, have and may continue to adversely impact our business, financial condition and results of operations as we seek to increase our sales in Europe.

Our microinverter systems may not achieve broader market acceptance, which would prevent us from increasing our revenue and market share.

If we fail to achieve broader market acceptance of our products, there would be an adverse impact on our ability to increase our revenue, gain market share and achieve and sustain profitability. Our ability to achieve broader market acceptance for our products will be impacted by a number of factors, including:


•	our ability to timely introduce and complete new designs and timely qualify and certify our products;


•	whether installers, system owners and solar financing providers will continue to adopt our microinverter systems, which is a relatively new technology with a limited history with respect to reliability and performance;


•	whether installers, system owners and solar financing providers will be willing to purchase microinverter systems from us given our limited operating history;


•	the ability of prospective system owners to obtain long-term financing for solar PV installations based on our product platform on acceptable terms or at all;


•	our ability to produce microinverter systems that compete favorably against other solutions on the basis of price, quality, reliability and performance;


•	our ability to develop products that comply with local standards and regulatory requirements, as well as potential in-country manufacturing requirements; and


•	our ability to develop and maintain successful relationships with our customers and suppliers.

In addition, our ability to achieve increased market share will depend on our ability to increase sales to established solar installers, who have traditionally sold central or string inverters. These installers often have made substantial investments in design, installation resources and training in traditional central or string inverter systems, which may create challenges for us to achieve their adoption of our microinverter systems.

Problems with product quality or product performance may cause us to continue to incur additional warranty expenses and may damage our market reputation and cause our revenue and gross profit to decline.

We have offered 15-year limited warranties for our first and second generation microinverters and offer a limited warranty of up to 25 years on our third and fourth generation microinverters. Our limited warranties cover defects in materials and workmanship of our microinverters under normal use and service conditions for up to 25 years following installation. As a result, we bear the risk of warranty claims long after we have sold the product and recognized revenue. Our estimated costs of warranty for previously sold products may change to the extent future products are not compatible with earlier generation products under warranty.

While we offer warranties of up to 25 years, our microinverters have only been in use since mid-2008, when we first commenced commercial sales of our products. Although we conduct accelerated life cycle testing to measure performance and reliability, our microinverter systems have not been tested over the full warranty cycle and do not have a sufficient operating history to confirm how they will perform over their estimated useful life. In addition, under real-world operating conditions, which may vary by location and design, as well as insolation, soiling and weather conditions, a typical solar PV installation may perform in a different way than under standard test conditions. If our products perform below expectations or have unexpected reliability problems, we may be unable to gain or retain customers and could face substantial warranty expense.

We are required to make assumptions and apply judgments, based on our accelerated life cycle testing and the limited operating history of our products, regarding a number of factors, including the durability and reliability of our products, our

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anticipated rate of warranty claims and the costs of replacement of defective products. Our assumptions have proven and could in the future prove to be materially different from the actual performance of our products, which has caused and may in the future cause us to incur substantial expense to repair or replace defective products. Increases in our estimates of future warranty obligations due to actual product failure rates, field service obligations and rework costs incurred in correcting product failures have caused and could in the future cause us to materially increase the amount of warranty obligations, and have had and may have in the future a corresponding negative impact on our results of operations.

We also depend significantly on our reputation for reliability and high-quality products and services, exceptional customer service and our brand name to attract new customers and grow our business. If our products and services do not perform as anticipated or we experience unexpected reliability problems or widespread product failures, our brand and reputation could be significantly impaired and we may lose, or be unable to gain or retain, customers.

Defects and poor performance in our products could result in loss of customers, decreased revenue and unexpected expenses, and we may face warranty, indemnity and product liability claims arising from defective products.

Our products must meet stringent quality requirements and may contain undetected errors or defects, especially when first introduced or when new generations are released. Errors, defects or poor performance can arise due to design flaws, defects in raw materials or components or manufacturing difficulties, which can affect both the quality and the yield of the product. These errors or defects may be dangerous, as defective power components may cause power overloads, potentially resulting in explosion or fire. As we develop new generations of our products and enter new markets, we face higher risk of undetected defects because our testing protocols may not be able to fully test the products under all possible operating conditions. In the past, we have experienced defects in our products due to certain errors in the manufacturing and design process. Any actual or perceived errors, defects or poor performance in our products could result in the replacement or recall of our products, shipment delays, rejection of our products, damage to our reputation, lost revenue, diversion of our engineering personnel from our product development efforts in order to address or remedy any defects and increases in customer service and support costs, all of which could have a material adverse effect on our business and operations.

Furthermore, defective, inefficient or poorly performing power components may give rise to warranty, indemnity or product liability claims against us that exceed any revenue or profit we receive from the affected products. We could incur significant costs and liabilities if we are sued and if damages are awarded against us. We currently maintain a moderate level of product liability insurance, and there can be no assurance that this insurance will provide sufficient coverage in the event of a claim. Also, we cannot predict whether we will be able to maintain this coverage on acceptable terms, if at all, or that a product liability claim would not harm our business or financial condition. Costs or payments we may make in connection with warranty and product liability claims or product recalls may adversely affect our financial condition and results of operations.

Our Enlighten web-based monitoring service, which our customers use to track and monitor the performance of their solar PV systems based on our product platform, may contain undetected errors, failures, or bugs, especially when new versions or enhancements are released. We have from time to time found defects in our service and new errors in our existing service may be detected in the future. Any errors, defects, disruptions in service or other performance problems with our monitoring service could harm our reputation and may damage our customers’ businesses.

If we are unable to effectively manage our growth, our business and operating results may suffer.

We have recently experienced, and expect to continue to experience, significant growth in our sales and operations. Our historical growth has placed, and planned future growth is expected to continue to place, significant demands on our management, as well as our financial and operational resources, to:


•	manage a larger organization;


•	expand third-party manufacturing, testing and distribution capacity;


•	build additional custom manufacturing test equipment;


•	manage an increasing number of relationships with customers, suppliers and other third parties;


•	increase our sales and marketing efforts;


•	train and manage a growing employee base;


•	broaden our customer support capabilities;


•	implement new and upgrade existing operational and financial systems; and


•	enhance our financial disclosure controls and procedures.

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We cannot assure you that our current and planned operations, personnel, systems, internal procedures and controls will be adequate to support our future growth. If we cannot manage our growth effectively, we may be unable to take advantage of market opportunities, execute our business strategies or respond to competitive pressures, any of which could have a material adverse effect on our financial condition, results of operation, business or prospects.

Our recent and planned expansion into new markets could subject us to additional business, financial and competitive risks.

We currently offer microinverter systems targeting the residential and commercial markets in the United States, Canada, Mexico and other Latin America countries, the United Kingdom, France, the Benelux region, certain other European markets, Australia and New Zealand. We also intend to expand into other international markets and to introduce new microinverter systems targeted at larger commercial and utility-scale installations. Our success in these new geographic and product markets will depend on a number of factors, such as:


•	acceptance of microinverters in markets in which they have not traditionally been used;


•	our ability to compete in new product markets to which we are not accustomed;


•	our ability to manage an increasing manufacturing capacity and production;


•	willingness of our potential customers to incur a higher upfront capital investment than may be required for competing solutions;


•	our ability to develop solutions to address the requirements of the larger commercial and utility-scale markets;


•	timely qualification and certification of new products for larger commercial and utility-scale installations;


•	our ability to reduce production costs in order to price our products competitively over time;


•	availability of government subsidies and economic incentives for solar energy solutions;


•	accurate forecasting and effective management of inventory levels in line with anticipated product demand; and


•	our customer service capabilities and responsiveness.

Further, new geographic markets and the larger commercial and utility-scale installation markets have different characteristics from the markets in which we currently sell products, and our success will depend on our ability to properly address these differences. These differences may include:


•	differing regulatory requirements, including tax laws, trade laws, labor, safety, local content, recycling and consumer protection regulations, tariffs, export quotas, customs duties or other trade restrictions;


•	limited or unfavorable intellectual property protection;


•	risk of change in international political or economic conditions;


•	restrictions on the repatriation of earnings;


•	fluctuations in the value of foreign currencies and interest rates;


•	difficulties and increased expenses in complying with a variety of U.S. and foreign laws, regulations and trade standards, including the Foreign Corrupt Practices Act;


•	potentially longer sales cycles;


•	higher volume requirements;


•	increased customer concentrations;


•	warranty expectations and product return policies; and


•	cost, performance and compatibility requirements.

Failure to develop and introduce these new products successfully, to generate sufficient revenue from these products to offset associated research and development, marketing and manufacturing costs, or to otherwise effectively anticipate and manage the risks and challenges associated with our potential expansion into new product and geographic markets, could adversely affect our revenues and our ability to achieve or sustain profitability.

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A drop in the retail price of electricity derived from the utility grid or from alternative energy sources, or a change in utility pricing structures, may harm our business, financial condition and results of operations.

We believe that a system owner’s decision to purchase a solar PV system is strongly influenced by the cost of electricity generated by solar PV installations relative to the retail price of electricity from the utility grid and the cost of other renewable energy sources, including electricity from solar PV installations using central inverters. Decreases in the retail prices of electricity from the utility grid would make it more difficult for all solar PV systems to compete. In particular, growth in unconventional natural gas production and an increase in global liquefied natural gas capacity are expected to keep natural gas prices relatively low for the foreseeable future. Persistent low natural gas prices, lower prices of electricity produced from other energy sources, such as nuclear power, or improvements to the utility infrastructure could reduce the retail price of electricity from the utility grid, making the purchase of solar PV systems less economically attractive and lowering sales of our microinverter systems. In addition, energy conservation technologies and public initiatives to reduce demand for electricity also could cause a fall in the retail price of electricity from the utility grid. Moreover, technological developments by our competitors in the solar components industry, including manufacturers of central inverters and DC to DC optimizers, could allow these competitors or their partners to offer electricity at costs lower than those that can be achieved from solar PV installations based on our product platform, which could result in reduced demand for our products. Additionally, as increasing adoption of distributed generation places pressure on traditional utility business models or utility infrastructure, utilities may change their pricing structures to make installation or operation of solar distributed generation more costly. Such measures can include grid access fees, costly or lengthy interconnection studies, limitations on distributed generation penetration levels, or other measures. If the cost of electricity generated by solar PV installations incorporating our microinverter systems is high relative to the cost of electricity from other sources, our business, financial condition and results of operations may be harmed.

If we do not forecast demand for our products accurately, we may experience product shortages, delays in product shipment, excess product inventory, or difficulties in planning expenses, which will adversely affect our business and financial condition.

We manufacture our products according to our estimates of customer demand. This process requires us to make multiple forecasts and assumptions relating to the demand of our distributors, their end customers and general market conditions. Because we sell most of our products to distributors, who in turn sell to their end customers, we have limited visibility as to end-customer demand. We depend significantly on our distributors to provide us visibility into their end-customer demand, and we use these forecasts to make our own forecasts and planning decisions. If the information from our distributors turns out to be incorrect, then our own forecasts may also be inaccurate. Furthermore, we do not have long-term purchase commitments from our distributors or end customers, and our sales are generally made by purchase orders that may be canceled, changed or deferred without notice to us or penalty. As a result, it is difficult to forecast future customer demand to plan our operations.

If we overestimate demand for our products, or if purchase orders are canceled or shipments are delayed, we may have excess inventory that we cannot sell. We may have to make significant provisions for inventory write-downs based on events that are currently not known, and such provisions or any adjustments to such provisions could be material. Conversely, if we underestimate demand, we may not have sufficient inventory to meet end-customer demand, and we may lose market share, damage relationships with our distributors and end customers and forgo potential revenue opportunities. Obtaining additional supply in the face of product shortages may be costly or impossible, particularly in the short term and in light of our outsourced manufacturing processes, which could prevent us from fulfilling orders in a timely and cost efficient manner or at all. In addition, if we overestimate our production requirements, our contract manufacturers may purchase excess components and build excess inventory. If our contract manufacturers, at our request, purchase excess components that are unique to our products and are unable to recoup the costs of such excess through resale or return or build excess products, we could be required to pay for these excess parts or products and recognize related inventory write-downs.

In addition, we plan our operating expenses, including research and development expenses, hiring needs and inventory investments, in part on our estimates of customer demand and future revenue. If customer demand or revenue for a particular period is lower than we expect, we may not be able to proportionately reduce our fixed operating expenses for that period, which would harm our operating results for that period.

Ordering patterns from our distributors may cause our revenue to fluctuate significantly from period to period.

Our distributors place purchase orders with us based on their assessment of end-customer demand and their forecasts. Because these forecasts may not be accurate, channel inventory held at our distributors may fluctuate significantly due to the difference between their forecasts and actual demand. As a result, distributors adjust their purchase orders placed with us in response to changing channel inventory levels, as well as their assessment of the latest market demand trends. We have limited visibility into future end customer demand. A significant decrease in our distributors’ channel inventory in one period may lead to a significant rebuilding of channel inventory in subsequent periods, or vice versa, which may cause our quarterly revenue

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and operating results to fluctuate significantly. This fluctuation may cause our results to fall short of analyst or investor expectations in a certain period, which may cause our stock price to decline.

Changes in current laws or regulations or the imposition of new laws or regulations, or new interpretations thereof, by federal or state agencies or foreign governments could impair our ability to compete in international markets.

Changes in current laws or regulations applicable to us or the imposition of new laws and regulations in the United States or other jurisdictions in which we do business, such as Australia, New Zealand, Canada, France, Italy, the United Kingdom, the Benelux region and China, could materially and adversely affect our business, financial condition and results of operations. In addition, changes in our products or changes in export and import laws and implementing regulations may create delays in the introduction of new products in international markets, prevent our customers from deploying our products internationally or, in some cases, prevent the export or import of our products to certain countries altogether.

For example, the Italian energy authority (AEEG) enacted a new set of interconnection standards for solar energy installations that became effective in July 2012, which has negatively impacted our sales in Italy. We continue to explore potential solutions to meet these requirements. However, in the event that we cannot implement a solution in the near term the total market available for our microinverter products in Italy, and our business as a result, may continue to be adversely impacted.

In addition, several states or territories, including California, Hawaii and Queensland, Australia, have either implemented or are considering implementing new restrictions on incentives or rules regulating the installation of solar systems that we may not be able to currently comply with. In the event that we cannot comply with these or other new regulations or implement a solution to such noncompliance as they arise, the total market available for our microinverter products in such states, and our business as a result, may be adversely impacted.

While we are not aware of any other current or proposed export or import regulations that would materially restrict our ability to sell our products in countries where we offer our products for sale, any change in export or import regulations or related legislation, shift in approach to the enforcement or scope of existing regulations, or change in the countries, persons or technologies targeted by these regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations. In such event, our business and results of operations could be adversely affected.

We depend upon a small number of outside contract manufacturers. Our operations could be disrupted if we encounter problems with these contract manufacturers.

We do not have internal manufacturing capabilities, and rely upon a small number of contract manufacturers to build our products. In particular, we rely on contract manufacturers for the manufacture of microinverter products, cabling and our communications gateway related to our microinverter systems. Our reliance on a small number of contract manufacturers makes us vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules, manufacturing yields and costs. We do not have long-term supply contracts with our other manufacturing partners. Consequently, these manufacturers are not obligated to supply products to us for any period, in any specified quantity or at any certain price.

The revenues that our contract manufacturers generate from our orders may represent a relatively small percentage of their overall revenues. As a result, fulfilling our orders may not be considered a priority in the event of constrained ability to fulfill all of their customer obligations in a timely manner. In addition, the facilities in which the vast majority of our microinverters, related cabling and communications gateway products are manufactured are located outside of the United States. We believe that the location of these facilities outside of the United States increases supply risk, including the risk of supply interruptions or reductions in manufacturing quality or controls.

If any of our contract manufacturers were unable or unwilling to manufacture our products in required volumes and at high quality levels or renew existing terms under supply agreements, we would have to identify, qualify and select acceptable alternative contract manufacturers. An alternative contract manufacturer may not be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable terms, including price. Any significant interruption in manufacturing would require us to reduce our supply of products to our customers, which in turn would reduce our revenues, harm our relationships with our customers and damage our relationships with our distributors and end customers and cause us to forgo potential revenue opportunities.

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Manufacturing problems could result in delays in product shipments to customers and could adversely affect our revenue, competitive position and reputation.

We may experience delays, disruptions or quality control problems in our manufacturing operations. Our product development, manufacturing and testing processes are complex and require significant technological and production process expertise. Such processes involve a number of precise steps from design to production. Any change in our processes could cause one or more production errors, requiring a temporary suspension or delay in our production line until the errors can be researched, identified and properly addressed and rectified. This may occur particularly as we introduce new products, modify our engineering and production techniques, and expand our capacity. In addition, our failure to maintain appropriate quality assurance processes could result in increased product failures, loss of customers, increased production costs and delays. Any of these developments could have a material adverse effect on our business, financial condition, and results of operations.

A disruption could also occur in our manufacturing partner’s fabrication facility due to any number of reasons, such as equipment failure, contaminated materials or process deviations, which could adversely impact manufacturing yields or delay product shipments. As a result, we could incur additional costs that would adversely affect our gross profit, and product shipments to our customers could be delayed beyond the shipment schedules requested by our customers, which would negatively affect our revenue, competitive position and reputation.

Additionally, manufacturing yields depend on a number of factors, including the stability and manufacturability of the product design, manufacturing improvements gained over cumulative production volumes and the quality and consistency of component parts. Capacity constraints, raw materials shortages, logistics issues, labor shortages, changes in customer requirements, manufacturing facilities or processes, or those of some third-party contract manufacturers and suppliers of raw materials and components have historically caused, and may in the future cause, reduced manufacturing yields, negatively impacting the gross profit on, and our production capacity for, those products. Moreover, an increase in the rejection and rework rate of products during the quality control process before, during or after manufacture would result in our experiencing lower yields, gross profit and production capacity.

The risks of these types of manufacturing problems are further increased during the introduction of new product lines, which has from time to time caused, and may in the future cause, temporary suspension of production lines while problems are addressed or corrected. Since our business is substantially dependent on a limited number of product lines, any prolonged or substantial suspension of manufacturing production lines could result in a material adverse effect on our revenue, gross profit, competitive position, and distributor and customer relationships.

We depend on sole source and limited source suppliers for key components and products. If we are unable to source these components on a timely basis, we will not be able to deliver our products to our customers.

We depend on sole source and limited source suppliers for key components of our products. For example, our ASICs are purchased from a sole source supplier or developed for us by sole source suppliers. Any of the sole source and limited source suppliers upon whom we rely could experience quality and reliability issues, could stop producing our components, cease operations or be acquired by, or enter into exclusive arrangements with, our competitors. We generally do not have long-term supply agreements with our suppliers, and our purchase volumes may currently be too low for us to be considered a priority customer by most of our suppliers. As a result, most of these suppliers could stop selling to us at commercially reasonable prices, or at all. Any such quality or reliability issue, or interruption or delay may force us to seek similar components or products from alternative sources, which may not be available on commercially reasonable terms, including price, or at all. Switching suppliers may require that we redesign our products to accommodate new components, and may potentially require us to re-qualify our products, which would be costly and time-consuming. Any interruption in the quality or supply of sole source or limited source components for our products would adversely affect our ability to meet scheduled product deliveries to our customers and could result in lost revenue or higher expenses and would harm our business.

If we or our contract manufacturers are unable to obtain raw materials in a timely manner or if the price of raw materials increases significantly, production time and product costs could increase, which may adversely affect our business.

The manufacturing and packaging processes used by our contract manufacturers depend on raw materials such as copper, aluminum, silicon and petroleum-based products. From time to time, suppliers may extend lead times, limit supplies or increase prices due to capacity constraints or other factors. Certain of our suppliers have the ability to pass along to us directly or through our contract manufacturers any increases in the price of raw materials. If the prices of these raw materials rise significantly, we may be unable to pass on the increased cost to our customers. While we may from time to time enter into hedging transactions to reduce our exposure to wide fluctuations in the cost of raw materials, the availability and effectiveness of these hedging transactions may be limited. Due to all these factors, our results of operations could be adversely affected if we or our contract manufacturers are unable to obtain adequate supplies of raw materials in a timely manner or at reasonable cost. In addition, from time to time, we or our contract manufacturers may need to reject raw materials that do not meet our

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specifications, resulting in potential delays or declines in output. Furthermore, problems with our raw materials may give rise to compatibility or performance issues in our products, which could lead to an increase in customer returns or product warranty claims. Errors or defects may arise from raw materials supplied by third parties that are beyond our detection or control, which could lead to additional customer returns or product warranty claims that may adversely affect our business and results of operations.

If potential owners of solar PV systems based on our product platform are unable to secure financing on acceptable terms, we could experience a reduction in the demand for our solar PV systems.

Many owners of solar PV systems depend on financing to purchase their systems. The limited use of microinverters to date, coupled with our limited operating history, could result in lenders refusing to provide the financing necessary to purchase solar PV systems based on our product platform on favorable terms, or at all. Moreover, in the case of debt financed projects, even if lenders are willing to finance the purchase of these systems, an increase in interest rates or a change in tax incentives could make it difficult for owners to secure the financing necessary to purchase a solar PV system on favorable terms, or at all. In addition, we believe that a significant percentage of owners purchase solar PV systems as an investment, funding the initial capital expenditure through a combination of upfront cash and financing. Difficulties in obtaining financing for solar PV systems on favorable terms, or increases in interest rates or changes in tax incentives, could lower an investor’s return on investment in a solar PV system, or make alternative solar PV systems or other investments more attractive relative to solar PV systems based on our product platform. Any of these events could result in reduced demand for our products, which could have a material adverse effect on our financial condition and results of operations. In addition, an increasing share of residential solar installations has been provided through third party financing structures, such as power purchase or lease agreements. Our sales growth therefore increasingly depends on sales to developers of third party solar finance offerings who provide solar as a service via power purchase agreements or leasing structures. The third party finance market for residential solar in the United States and elsewhere is or may become highly concentrated, with a few significant finance companies and several smaller entrants. If we are unable develop relationships and gain a significant share of inverter sales to the major finance companies or new entrants, our overall sales growth will be constrained.

We rely primarily on distributors, large installers and providers of solar financing to assist in selling our products, and the failure of these customers to perform as expected could reduce our future revenue.

We sell our microinverter systems primarily through distributors, as well as through direct sales to solar equipment installers and sales to developers of third party solar finance offerings. In 2014, Vivint Solar, Inc. and CED Greentech accounted for 24% and 16% of total net revenues, respectively. In 2013, Vivint Solar, Inc., CED Greentech and Focused Energy, Inc. accounted for 15%, 14% and 11% of total net revenues, respectively. We do not have exclusive arrangements with these third parties and, as a result, many of our customers also market and sell products from our competitors, which may reduce our sales. Our customers may terminate their relationships with us at any time, or with short notice. Our customers may fail to devote resources necessary to sell our products at the prices, in the volumes and within the time frames that we expect, or may focus their marketing and sales efforts on products of our competitors. In addition, participants in the solar industry are becoming increasingly focused on vertical integration of the solar financing and installation process, which may lead to an overall reduction in the number of potential parties who may purchase and install our products.

Our future performance depends on our ability to effectively manage our relationships with our existing customers, as well as to attract additional customers that will be able to market and support our products effectively, especially in markets in which we have not previously distributed our products. Termination of agreements with current customers, failure by these customers to perform as expected, or failure by us to cultivate new customer relationships, could hinder our ability to expand our operations and harm our revenue and operating results.

Our success in an “AC module” version of our microinverter system may depend in part upon our ability to continue to work closely with leading solar module manufacturers.

We are currently working on variants of our microinverter system that will enable an “AC module” for direct attachment of the microinverter to the solar modules. The market success of such solutions will depend in part on our ability to continue to work closely with solar module manufacturers to design solar modules that are compatible with such direct attachment of our microinverter. We may not be able to encourage solar module manufacturers to work with us on the development of such compatible solutions combining our microinverter system and solar modules for a variety of reasons, including differences in marketing or selling strategy, competitive considerations, lack of competitive pricing, and technological compatibility. In addition, our ability to form effective partnerships with solar module manufacturers may be adversely affected by the substantial changes faced by many of these manufacturers due to declining prices and revenues from sales of solar modules.

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If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our future success and ability to implement our business strategy depends, in part, on our ability to attract and retain key personnel, and on the continued contributions of members of our senior management team and key technical personnel, each of whom would be difficult to replace. All of our employees, including our senior management, are free to terminate their employment relationships with us at any time. Competition for highly skilled technical people is extremely intense, and we face challenges identifying, hiring and retaining qualified personnel in many areas of our business. If we fail to retain our senior management and other key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our strategic objectives and our business could suffer.

If we fail to protect, or incur significant costs in defending, our intellectual property and other proprietary rights, our business and results of operations could be materially harmed.

Our success depends to a significant degree on our ability to protect our intellectual property and other proprietary rights. We rely on a combination of patent, trademark, copyright, trade secret and unfair competition laws, as well as confidentiality and license agreements and other contractual provisions, to establish and protect our intellectual property and other proprietary rights. We have applied for patent and trademark registrations in the United States and in certain other countries, some of which have been issued. We cannot guarantee that any of our pending applications will be approved or that our existing and future intellectual property rights will be sufficiently broad to protect our proprietary technology, and any failure to obtain such approvals or finding that our intellectual property rights are invalid or unenforceable could force us to, among other things, rebrand or re-design our affected products. In countries where we have not applied for patent protection or where effective intellectual property protection is not available to the same extent as in the United States, we may be at greater risk that our proprietary rights will be misappropriated, infringed or otherwise violated.

To protect our unregistered intellectual property, including our trade secrets and know-how, we rely in part on trade secret laws and confidentiality and invention assignment agreements with our employees and independent consultants. We also require other third parties who may have access to our proprietary technologies and information to enter into non-disclosure agreements. Such measures, however, provide only limited protection, and we cannot assure that our confidentiality and non-disclosure agreements will prevent unauthorized disclosure or use of our confidential information, especially after our employees or third parties end their employment or engagement with us, or provide us with an adequate remedy in the event of such disclosure. Furthermore, competitors or other third parties may independently discover our trade secrets, in which case we would not be able to assert trade secret rights, copy or reverse engineer our products or portions thereof or develop similar technology. If we fail to protect our intellectual property and other proprietary rights, or if such intellectual property and proprietary rights are infringed, misappropriated or otherwise violated, our business, results of operations or financial condition could be materially harmed.

In the future, we may need to take legal action to prevent third parties from infringing upon or misappropriating our intellectual property or from otherwise gaining access to our technology. Protecting and enforcing our intellectual property rights and determining their validity and scope could result in significant litigation costs and require significant time and attention from our technical and management personnel, which could significantly harm our business. In addition, we may not prevail in such proceedings. An adverse outcome of any such proceeding may reduce our competitive advantage or otherwise harm our financial condition and our business.

Third parties may assert that we are infringing upon their intellectual property rights, which could divert management’s attention, cause us to incur significant costs and prevent us from selling or using the technology to which such rights relate.

Our competitors and other third parties hold numerous patents related to technology used in our industry, and claims of patent or other intellectual property right infringement or violation have been litigated against certain of our competitors. From time to time we may also be subject to such claims and litigation. Regardless of their merit, responding to such claims can be time consuming, divert management’s attention and resources and may cause us to incur significant expenses. While we believe that our products and technology do not infringe in any material respect upon any valid intellectual property rights of third parties, we cannot be certain that we would be successful in defending against any such claims. Furthermore, patent applications in the United States and most other countries are confidential for a period of time before being published, so we cannot be certain that we are not infringing third parties’ patent rights or that we were the first to conceive or protect inventions covered by our patents or patent applications. As we become more visible as a publicly traded company, the possibility that third parties may make claims of intellectual property infringement or other violations against us may grow. An adverse outcome with respect to any such claim could invalidate our proprietary rights and force us to do one or more of the following:


•	obtain from a third party claiming infringement a license to sell or use the relevant technology, which may not be available on reasonable terms, or at all;

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•	stop manufacturing, selling, incorporating or using our products that embody the asserted intellectual property;


•	pay substantial monetary damages;


•	indemnify our customers pursuant to indemnification obligations under some of our customer contracts; or


•	expend significant resources to redesign the products that use the infringing technology and to develop or acquire non-infringing technology.

Any of these actions could result in a substantial reduction in our revenue and could result in losses over an extended period of time.

Our failure to obtain the right to use necessary third-party intellectual property rights on reasonable terms, or our failure to maintain, and comply with the terms and conditions applicable to these rights, could harm our business and prospects.

From time to time we have licensed, and in the future we may choose to or be required to license, technology or intellectual property from third parties in connection with the development of our products. We cannot assure that such licenses will be available to us on commercially reasonable terms, or at all, and our inability to obtain such licenses could require us to substitute technology of lower quality or of greater cost. In addition, we incorporate open source software code in our proprietary software. Use of open source software can lead to greater risks than use of third-party commercial software since open source licensors generally do not provide warranties or controls with respect to origin, functionality or other features of the software. Some open source software licenses require users who distribute open source software as part of their products to publicly disclose all or part of the source code in their software and make any derivative works of the open source code available for limited fees or at no cost. Although we monitor our use of open source software, open source license terms may be ambiguous, and many of the risks associated with the use of open source software cannot be eliminated. If we were found to have inappropriately used open source software, we may be required to release our proprietary source code, re-engineer our software, discontinue the sale of certain products in the event re-engineering cannot be accomplished on a timely basis or take other remedial action. Furthermore, if we are unable to obtain or maintain licenses from third parties or fail to comply with applicable open source licenses, we may be subject to costly third party claims of intellectual property infringement or ownership of our proprietary source code. Any of the foregoing could harm our business and put us at a competitive disadvantage.

Our business has been and could continue to be affected by seasonal trends and construction cycles.

We have been and could continue to be subject to industry-specific seasonal fluctuations, particularly in climates that experience colder weather during the winter months, such as northern Europe, Canada, and the United States. In general, we expect our products in the second, third and fourth quarters will be positively affected by seasonal customer demand trends, including solar economic incentives, weather patterns and construction cycles, preceded by a seasonally softer first quarter. In the United States, customers will sometimes make purchasing decisions towards the end of the year in order to take advantage of tax credits or for budgetary reasons. In addition, construction levels are typically slower in colder months. In European countries with FiTs, the construction of solar PV systems may be concentrated during the second half of the calendar year, largely due to the annual reduction of the applicable minimum FiT and the fact that the coldest winter months are January through March. Accordingly, our business and quarterly results of operations could be affected by seasonal fluctuations in the future.

Covenants in our credit facility may limit our flexibility in responding to business opportunities and competitive developments and increase our vulnerability to adverse economic or industry conditions.

We are a party to a loan and security agreements with Wells Fargo Bank, National Association (“Wells Fargo”). The loan and security agreement with Wells Fargo restricts our ability to take certain actions such as incurring additional debt, encumbering our tangible or intangible property, paying dividends, or engaging in certain transactions, such as mergers and acquisitions, investments and asset sales. Our loan and security agreement with Wells Fargo also requires us to maintain certain financial covenants, including liquidity ratios. These restrictions may limit our flexibility in responding to business opportunities, competitive developments and adverse economic or industry conditions. In addition, our obligations under our loan and security agreement with Wells Fargo is secured by substantially all of our assets (excluding intellectual property), which limits our ability to provide collateral for additional financing. A breach of any of these covenants, or a failure to pay interest or indebtedness when due under any of our credit facilities, could result in a variety of adverse consequences, including the acceleration of our indebtedness and the forfeiture of our assets subject to security interests in favor of the lenders.

We may fail to capture customers in the new markets that we are pursuing.

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We are pursuing opportunities in energy management and energy storage. We have made and will continue to make investments in our infrastructure, increased our operating costs and forgone other business opportunities in order to seek opportunities in these areas. If these new potential business segments fail to translate into revenue in the quantities or timeline projected it could have a materially adverse impact on our revenue, operating results and financial stability. In addition, we are pursuing new geographic markets. The inability to capture new customers in the high-growth geographic markets could have a material adverse effect on our business, financial condition or results of operations.

We are an “emerging growth company,” and may elect to comply with reduced public company reporting requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act enacted in April 2012, or the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” until December 31, 2017 (the last day of the fiscal year following the fifth anniversary of our initial public offering), although we could cease to be an “emerging growth company” earlier if certain events occur as specified in the JOBS Act, such as our achieving annual revenue of at least $1 billion or our becoming a “large accelerated filer” as defined in Rule 12b-2 of the Exchange Act. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

If we fail to maintain an effective system of internal controls or are unable to remediate any deficiencies in our internal controls, we might not be able to report our financial results accurately or prevent fraud; in that case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. In addition, Section 404 of the Sarbanes-Oxley Act requires us to establish and maintain internal control over financial reporting and disclosure controls procedures. The process of implementing our internal controls and complying with Section 404 of the Sarbanes-Oxley Act has required, and will continue to require, significant attention of management. Although we are currently not required to provide an auditor’s attestation report on management’s assessment of the effectiveness of our internal control over financial reporting, otherwise required by Section 404(b) of the Sarbanes-Oxley Act, this exemption will no longer be available to us beginning with our first Annual Report on 10-K for the year in which we cease to be an “emerging growth company,” as defined in the JOBS Act. If we or our independent registered public accounting firm discover a material weakness in the future, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm our stock price. In addition, a delay in compliance with Section 404 of the Sarbanes-Oxley Act could subject us to a variety of administrative sanctions, including SEC action, ineligibility for short form resale registration, the suspension or delisting of our common stock from the stock exchange on which it is listed and the inability of registered broker-dealers to make a market in our common stock, which would further reduce our stock price and could harm our business. To the extent any material weaknesses in our internal control over financial reporting are identified in the future, we could be required to expend significant management time and financial resources to correct such material weaknesses or to respond to any resulting regulatory investigations or proceedings

Our ability to use net operating losses to reduce future tax payments may be limited by provisions of the Internal Revenue Code, and may be subject to further limitation as a result of future transactions.

Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), contain rules that limit the ability of a company that undergoes an “ownership change,” generally defined as a more than 50 percentage point increase in the percentage of its stock owned by certain stockholders over a three-year period, to utilize its net operating loss and tax credit carryforwards and certain built-in losses recognized in the years after the ownership change. These rules generally operate by focusing on ownership changes involving stockholders who directly or indirectly own 5% or more of the stock of a company and any change in ownership arising from a new issuance of stock by the company. Generally, if an ownership change occurs, the yearly taxable income limitation on the use of net operating loss and tax credit carryforwards is equal to the product of the applicable long-term tax exempt rate and the value of the company’s stock immediately before the ownership change. If these limitations apply, we may be unable to offset our taxable income with net operating losses, or our tax liability with credits, before these losses and credits expire. We recently completed a study to assess whether an ownership change has occurred or

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whether there have been multiple ownership changes since we became a loss corporation under the Code. However, we do not anticipate these limitations will significantly impact our ability to utilize the net operating losses and tax credit carryforwards.

In addition, it is possible that future transactions (including issuances of new shares of our common stock and sales of shares of our common stock) will cause us to undergo one or more additional ownership changes. In that event, we generally would not be able to use our net operating losses from periods prior to this ownership change to offset future taxable income in excess of the annual limitations imposed by Sections 382 and 383 and those attributes that are already subject to limitations (as a result of our prior ownership changes) may be subject to more stringent limitations.

We may not be able to raise additional capital to execute on our current or future business opportunities on favorable terms, if at all, or without dilution to our stockholders.

We believe that our existing cash and cash equivalents, available credit facilities and cash flows from our operating activities, will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, we may need to raise additional capital to execute on our current or future business strategies, including to:


•	invest in our research and development efforts by hiring additional technical and other personnel;


•	expand our operations into new product markets and new geographies;


•	acquire complementary businesses, products, services or technologies; or


•	otherwise pursue our strategic plans and respond to competitive pressures.

We do not know what forms of financing, if any, will be available to us. If financing is not available on acceptable terms, if and when needed, our ability to fund our operations, expand our research and development, sales and marketing functions, develop and enhance our products, respond to unanticipated events, including unanticipated opportunities, or otherwise respond to competitive pressures would be significantly limited. In any such event, our business, financial condition and results of operations could be materially harmed, and we may be unable to continue our operations. Moreover, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders.

Natural disasters, terrorist or cyber attacks, or other catastrophic events could harm our operations.

Our worldwide operations could be subject to natural disasters and other business disruptions, which could harm our future revenue and financial condition and increase our costs and expenses. For example, our corporate headquarters in Petaluma, California is located near major earthquake fault lines. Further, a terrorist attack, including one aimed at energy or communications infrastructure suppliers or our web-based monitoring service, could hinder or delay the development and sale or performance of our products. In the event that an earthquake, tsunami, typhoon, terrorist or cyber attack, or other natural, manmade or technical catastrophe were to destroy any part of our facilities or those of our contract manufacturer, destroy or disrupt vital infrastructure systems or interrupt our operations or services for any extended period of time, our business, financial condition and results of operations would be materially and adversely affected.

We may be subject to disruptions or failures in information technology systems and network infrastructures that could have a material adverse effect on our business and financial condition.

We rely on the efficient and uninterrupted operation of complex information technology systems and network infrastructures to operate our business. A disruption, infiltration or failure of our information technology systems as a result of software or hardware malfunctions, system implementations or upgrades, computer viruses, cyber attacks, third-party security breaches, employee error, theft or misuse, malfeasance, power disruptions, natural disasters or accidents could cause breaches of data security, loss of intellectual property and critical data and the release and misappropriation of sensitive competitive information and partner, customer and employee personal data. We may also be subject to fraud attempts from outside parties through our electronic systems (such as “phishing” e-mail communications to our finance, technical or other personnel), which could put us at risk for harm from fraud, theft or other loss if our internal controls do not operate as intended. Any of these events could harm our competitive position, result in a loss of customer confidence, cause us to incur significant costs to remedy any damages and ultimately materially adversely affect our business and financial condition.

We are dependent on ocean transportation to deliver our products in a cost efficient manner. If we are unable to use ocean transportation to deliver our products, our business and financial condition could be materially and adversely impacted.

We rely on commercial ocean transportation for the delivery of a large percentage of our products to our customers in North America. We also rely on more expensive air transportation when ocean transportation is not available or compatible

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with the delivery time requirements of our customers. Our ability to deliver our products via ocean transportation could be adversely impacted by shortages in available cargo capacity, changes by carriers and transportation companies in policies and practices, such as scheduling, pricing, payment terms and frequency of service or increases in the cost of fuel, taxes and labor; and other factors, such as labor strikes and work stoppages, not within our control. If we are unable to use ocean transportation and are required to substitute more expensive air transportation, our financial condition and results of operations could be materially and adversely impacted. Recently, contentious negotiations between the Pacific Maritime Association and the International Longshore & Warehouse Union have resulted in port slowdowns which have caused port congestion and major delays in the transfer of cargo in the United States West Coast. Accordingly, we have had to ship a higher percentage of our products to our customers in North America via air transportation. Material interruptions in service or stoppages in transportation, such as the aforementioned dispute, whether caused by strike, work stoppage, lock-out, slowdown or otherwise, could materially and adversely impact our business, results of operations and financial condition.

The market price of our common stock may be volatile or may decline regardless of our operating performance.

The market price of our common stock has been and could be subject to wide fluctuations in response to, among other things, the risk factors described in “Part II. Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us. Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions, such as recessions, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock. In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may become the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

Our financial results may vary significantly from quarter to quarter due to a number of factors, which may lead to volatility in our stock price.

Our quarterly revenue and results of operations have varied in the past and may continue to vary significantly from quarter to quarter. This variability may lead to volatility in our stock price as research analysts and investors respond to these quarterly fluctuations. These fluctuations are due to numerous factors, including:


•	fluctuations in demand for our products;


•	the timing, volume and product mix of sales of our products, which may have different average selling prices or profit margins;


•	changes in our pricing and sales policies or the pricing and sales policies of our competitors;


•	our ability to design, manufacture and deliver products to our customers in a timely and cost-effective manner and that meet customer requirements;


•	our ability to manage our relationships with our contract manufacturers, customers and suppliers;


•	quality control or yield problems in our manufacturing operations;


•	the anticipation, announcement or introductions of new or enhanced products by our competitors and ourselves;


•	reductions in the retail price of electricity;


•	changes in laws, regulations and policies applicable to our business and products, particularly those relating to government incentives for solar energy applications;


•	unanticipated increases in costs or expenses;


•	the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our business operations;


•	the impact of government-sponsored programs on our customers;


•	our exposure to the credit risks of our customers, particularly in light of the fact that some of our customers are relatively new entrants to the solar market without long operating or credit histories;


•	our ability to estimate future warranty obligations due to product failure rates, claim rates or replacement costs;


•	our ability to forecast our customer demand and manufacturing requirements, and manage our inventory;

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•	fluctuations in our gross profit;


•	our ability to predict our revenue and plan our expenses appropriately; and


•	fluctuations in foreign currency exchange rates.

The foregoing factors are difficult to forecast, and these, as well as other factors, could materially and adversely affect our quarterly and annual results of operations. Any failure to adjust spending quickly enough to compensate for a revenue shortfall could magnify the adverse impact of this revenue shortfall on our results of operations. Moreover, our results of operations may not meet our announced guidance or the expectations of research analysts or investors, in which case the price of our common stock could decrease significantly. There can be no assurance that we will be able to successfully address these risks.

If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our common stock, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that research analysts publish about us and our business. The price of our common stock could decline if one or more research analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business. If one or more of the research analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price or trading volume to decline.

Our affiliated stockholders, executive officers and directors own a significant percentage of our stock, and they may take actions that our stockholders may not view as beneficial.

Our affiliated stockholders, executive officers and directors collectively own a significant percentage of our common stock. This significant concentration of share ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. Also, as a result, these stockholders, acting together, may be able to control our management and affairs and matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change in control, including a merger, consolidation or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if this change in control would benefit our other stockholders.

Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock. All outstanding shares of our common stock are eligible for sale in the public market, subject in some cases to the volume limitations and manner of sale requirements of Rule 144 under the Securities Act. Sales of stock by our stockholders could have a material adverse effect on the trading price of our common stock.

Certain holders of our securities are entitled to rights with respect to the registration of their shares under the Securities Act. Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act. Any sales of securities by these stockholders could have a material adverse effect on the trading price of our common stock.

We currently do not intend to pay dividends on our common stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We currently do not plan to declare dividends on shares of our common stock in the foreseeable future. In addition, the terms of our bank loan agreement restrict our ability to pay dividends. Consequently, an investor’s only opportunity to achieve a return on its investment in our company will be if the market price of our common stock appreciates and the investor sells its shares at a profit.

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Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.

Our certificate of incorporation and our bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions, including effecting changes in our management. These provisions include:


•	providing for a classified board of directors with staggered, three-year terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;


•	not providing for cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;


•	authorizing our board of directors to issue, without stockholder approval, preferred stock rights senior to those of common stock, which could be used to significantly dilute the ownership of a hostile acquiror;


•	prohibiting stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

•

requiring the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of voting stock, voting as a single class, to amend provisions of our certificate of incorporation relating to the management of our business, our board of directors, stockholder action by written consent, advance notification of stockholder nominations and proposals, forum selection and the liability of our directors, or to amend our bylaws, which may inhibit the ability of stockholders or an acquiror to effect such amendments to facilitate changes in management or an unsolicited takeover attempt;


•	requiring special meetings of stockholders may only be called by our chairman of the board, if any, our chief executive officer, our president or a majority of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and


•	requiring advance notification of stockholder nominations and proposals, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.

In addition, the provisions of Section 203 of the Delaware General Corporate Law may prohibit large stockholders, in particular those owning 15% or more of our outstanding common stock, from engaging in certain business combinations, without approval of substantially all of our stockholders, for a certain period of time.

These provisions in our certificate of incorporation, our bylaws and under Delaware law could discourage potential takeover attempts, reduce the price that investors might be willing to pay for shares of our common stock in the future and result in the market price being lower than it would be without these provisions.

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Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

None.



Item 3.	Defaults Upon Senior Securities

None.



Item 4.	Mine Safety Disclosures

Not applicable.



Item 5.	Other Information

On June 30, 2015, we entered into a Second Amendment (the “Amendment”) to the Supply Agreement with Dow Corning Corporation, dated April 22, 2014 (the “Agreement”), which requires us to purchase silicone encapsulates used in the production of our microinverters exclusively from Dow Corning Corporation. Pursuant to the terms of the Amendment, we are required to purchase a minimum volume of silicone encapsulates from January 1, 2015 to December 31, 2018 that will be no less than $29.0 million in the aggregate. If at the end of December 31, 2018 there is a shortfall between the quantity of supply purchased by us and the quantities of supply required under the Amendment, we will be required to pay an amount equal to the shortfall in quantity purchased multiplied by a specified price as set forth in the Amendment. The time frame for which to fulfill the minimum volume purchase may be made at any time during the term of the Amendment so long as the cumulative volume is met by December 31, 2018.

The foregoing description of each of the Agreement and the Amendment are a summary of the material terms of each of the agreements and is qualified in its entirety by reference to the full text of the agreements, which are filed as exhibits hereto.



Item 6.	Exhibits

See the Exhibit Index which follows the signature page of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 5, 2015



	ENPHASE ENERGY, INC.

	By:		/s/ Kris Sennesael
			Kris Sennesael
			Vice President and Chief Financial Officer

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EXHIBIT INDEX



Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Enphase Energy, Inc.⁽¹⁾

3.2		Amended and Restated Bylaws of Enphase Energy, Inc.⁽²⁾

4.1		Specimen Common Stock Certificate of Enphase Energy, Inc.⁽³⁾

4.2		2010 Amended and Restated Investors’ Rights Agreement by and between Enphase Energy, Inc. and the investors listed on Exhibit A thereto, dated March 15, 2010, as amended.⁽³⁾

4.3		Form of June 2011 Warrant to Purchase Common Stock of Enphase Energy, Inc., pursuant to that certain Amended and Restated Subordinated Convertible Loan Facility and Security Agreement.⁽³⁾

4.4		Form of November 2011 Warrant to Purchase Common Stock of Enphase Energy, Inc., pursuant to that certain Amended and Restated Subordinated Convertible Loan Facility and Security Agreement.⁽³⁾

10.1		Summary of 2015 Performance Bonus Program.⁽⁴⁾

10.2***		Supply Agreement by and between the Company and Dow Corning Corporation, dated April 22, 2014.

10.3		Amendment No. 1 to Supply Agreement by and between the Company and Dow Corning Corporation, dated August 1, 2014.

10.4***		Amendment No. 2 to Supply Agreement by and between the Company and Dow Corning Corporation, dated June 30, 2015.

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Document.

________________________


(1)	Previously filed as Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35480), filed with the Securities and Exchange Commission on April 6, 2012, and incorporated by reference herein.


(2)	Previously filed as Exhibit 3.5 to Amendment No. 7 to the Registration Statement on Form S-1/A (File No. 333-174925), filed with the Securities and Exchange Commission on March 12, 2012, and incorporated by reference herein.


(3)	Previously filed as the like-numbered exhibit to the Registration Statement on Form S-1/A (File No. 333-174925), and incorporated herein by reference.


(4)	Previously filed as the like-numbered exhibit to the Current Report on Form 8-K (File No. 001-35480), filed with the Securities and Exchange Commission on June 19, 2015, and incorporated by reference herein.


*	The certifications attached as Exhibit 32.1 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by Enphase Energy, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


***	Material in the exhibit marked with three asterisks [***] has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.

ENPH 06.30.2015 10-Q EX-10.2

[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.2

SUPPLY AGREEMENT

Dow Corning Corporation, a Michigan corporation with its principal place of business at 2200 W. Salzburg Road, Midland, Michigan 48686 (“Dow Corning”) agrees to sell Product(s) (as defined below) to Enphase Energy, Inc., a Delaware corporation with its principal place of business at 1420 N. McDowell Blvd., Petaluma, California 94954 (“Buyer”) and Buyer agrees to purchase Product(s) from Dow Corning according to the terms and conditions set forth below. Each of Dow Corning and Buyer may be individually referred to as a “Party” and collectively as the “Parties.”


1.	TERM


1.1	This Agreement will be in effect from April 22, 2014 (the “Effective Date”) until December 31, 2015 (the “Initial Term”), and may be extended upon the mutual written agreement of the Parties for additional calendar year periods (each such calendar year, a “Renewal Term” and collectively the Initial Term and each Renewal Term will be defined as the “Term”).


2.	PRODUCT(S)

2.1

The Product(s) subject to this Agreement are listed in Exhibit A (the “Product(s)”) and will be sold in the packages and at the prices set forth in Exhibit A. During the Term, Dow Corning may offer and make available to Buyer any alternative, new or subsequent generation of Product(s) sold or supplied by Dow Corning (“New Product(s)”) and such New Product(s) may be purchased by Buyer under the terms of this Agreement. The Product Specifications (as defined below) of any New Product(s) will be as mutually agreed to by the Parties and will be subject to the quality requirements set forth in Section 3 herein.

2.2

Each of Dow Corning and Buyer desire to collaborate in evaluating future application and development opportunities to continue to meet evolving performance and cost standards during the Term, and may either amend this Agreement to include such opportunities, or enter into other agreements for such Product(s). The preceding sentence notwithstanding, each of Dow Corning and Buyer reserve the right to accept or reject any future opportunities to collaborate, and will make independent business judgments regarding each such opportunity.


3.	QUALITY AND PRODUCT SPECIFICATIONS

3.1

The Product(s) will meet the Dow Corning Product Specifications (the “Product Specifications”) set forth in Exhibit B. No changes to the Product Specifications will be implemented without agreement by both Parties. The “Minimum Shelf-Life” for the Product(s) will be (a) from the Effective Date through [***], at least nine (9) months from the date of shipment of the Product(s) to Buyer, and (b) from [***] through the remainder of this Agreement, at least twelve (12) months from the date of shipment of the Product(s) to Buyer.


3.2	Dow Corning’s production facility has ISO9001 registration and has implemented change management procedures in compliance with ISO9001 requirements.


3.3	During Dow Corning’s internal quality control and testing, Dow Corning will ensure compliance with: (i) the Product Specifications; (ii) only to the extent applicable, relevant and reasonable to Supplier’s status as a liquid materials supplier and not a parts supplier, the Buyer’s Advanced

Product Quality Planning process (the “APQP Process”), previously provided by Buyer to Dow Corning, and (iii) any future product specifications mutually agreed to by the Parties. Dow Corning will provide Buyer with written certification of compliance with the foregoing in a form that is mutually acceptable to the Parties.


4.	PRODUCT TESTING AND QUALIFICATION

4.1

The Product(s) will be deemed as “Qualified” once: (i) Buyer’s Product Validation group successfully completes its internal testing results of the Product(s) and signs-off on its results in Buyer’s Arena system; (ii) the Product(s) comply with the Product Specifications; (iii) the APQP Process is successfully completed; and (iv) Parts Submission Warrant is formally signed-off by Buyer’s Supplier Quality Engineer and is formally released in Buyer’s Arena System.

4.2

In the event that the Product(s) cannot be Qualified, the Parties agree to work together to resolve any issues related to the Qualification of the Product(s); provided however, that Buyer may, if Buyer and Dow Corning mutually agree that use of the Product(s) is commercially unreasonable due to delay, cost, performance or any other reason, and Dow Corning is unable to remedy such determination within thirty (30) days, terminate this Agreement upon ten (10) days’ notice.


5.	PRICE AND QUANTITY


5.1	The “Purchase Price” for the Product(s) or New Product(s) will be as specified in Exhibit A.

5.2

Buyer’s minimum purchase obligation in calendar year 2014 is [***]kg of Products between July 1, 2014 and December 31, 2014, and in calendar year 2015 is [***]kg of Products (the “Minimum Volume Commitment”). Dow Corning’s maximum supply obligation is [***]kg of Products in calendar year 2014 and [***]kg of Products in calendar year 2015. Unless otherwise agreed, Dow Corning’s monthly supply obligation will not exceed 200% of Buyer’s average monthly purchase obligation (calculated as the Minimum Volume Commitment divided by the number of months in the relevant calendar year). In the event that Buyer purchases at least the Minimum Volume Commitment in [***], then Dow Corning agrees that for calendar year [***], the Purchase Price for the Product(s) will be [***] percent less than the amount set forth on Exhibit A.

5.3

If, during the period of time between the Effective Date and June 30, 2015 (the “Price Protection Period”), Dow Corning sells to any other party any quantity of the same grade and quality of the Product(s) or New Product(s) for like use, and at a price lower than the Purchase Price or Purchase Price less the discounts provided for in Section 5.2, then Dow Corning will apply such lower price to all Product(s) purchased by Buyer during the Price Protection Period. In the event the application of this Section creates a rebate for the benefit of Buyer, Dow Corning will issue a credit to Buyer’s account for such amount within thirty (30) days of the determination thereof.


5.4	In the event that Buyer desires, at a later date, to have a designated agent that is approved in writing by Dow Corning purchase the Products directly from Dow Corning, Dow Corning will count such purchases towards Buyer’s Minimum Volume Commitment.


6.	FREIGHT AND SHIPPING DESTINATION(S); TITLE AND RISK OF LOSS

6.1

Freight terms are INCOTERMS 2010 [***] to Flextronics Electronics Technology(Shenzhen) Co., LTD # 89 Yong Fu Road, Tong Fu Yu Industrial Park, Fu Yong Town, Bao An District, Shenzhen, 518103 P.R. China or any other location agreed to by Buyer and Dow Corning. Title and risk of loss with respect to all Products shall pass to Buyer upon delivery pursuant to [***] terms. Except as set forth in Section 6.4, Dow Corning will deliver the Product(s) in full container loads (84 drums/42 kits, double stacked) from Dow Corning’s bonded warehouse in Hong Kong. Upon notification from Dow Corning for shipment release against a purchase order placed by Buyer to Dow Corning, Buyer or its designated agent must complete Import Customs Clearance and provide confirmation thereof to Dow Corning prior to completion of the shipment.to Flextronics warehouse in Shenzhen, China.


6.2	For rush orders (with requested shipping date less than fifteen (15) business days prior to order, per Section 7 below), freight terms are INCOTERMS 2010 FCA Dow Corning’s bonded warehouse in Hong Kong.


6.3	Dow Corning will select the carrier and the routing.


6.4	In the event Buyer requests shipments in increments smaller than full container loads, freight terms will be INCOTERMS 2010 FCA Dow Corning’s bonded warehouse in Hong Kong.


7.	ORDERS

Buyer’s order must be received at least fifteen (15) business days prior to requested shipping date. Dow Corning will use reasonable commercial efforts to meet requested shipping dates that specify timelines shorter than fifteen (15) business days.


8.	FORECAST

On the first (1^st) business day of each month, Buyer will provide Dow Corning a three-month rolling forecast of purchases for each Product. Only the first month of each three-month forecast will be considered a binding commitment on the part of Buyer to purchase and of Dow Corning to supply the corresponding volume of Product(s) subject to the Quantity provisions set forth in this Agreement; the balance of such three-month forecast is for planning purposes only.


9.	PAYMENT


9.1	Provided that Product(s) has been delivered and Accepted, payment for such Product(s) must be delivered to Dow Corning within [*] calendar days from the date that an undisputed invoice (“Undisputed Invoice”) has been received by Buyer’s accounts payable group (“AP”). Buyer will be entitled to a [*] percent discount off of the amounts in an Undisputed

Invoice if Buyer pays the full amount of the Undisputed Invoice within [***] business days from the date of receipt of invoice. Dow Corning agrees that it will invoice AP via email at the following address and that the date of the email transmission will serve as the invoice receipt date.

Email Address for AP: AP@enphaseenergy.com

9.2

In the event that Buyer, in good faith, is not in material agreement with the amount owed in a particular invoice (a “Disputed Invoice”), then Buyer will notify Dow Corning in writing (email communication will be considered sufficient written notice for this Section 9.2) within five (5) business days of receipt of the Disputed Invoice (“Notice Date”). The parties agree to attempt to resolve the Disputed Invoice within thirty (30) calendar days from the Notice Date (the “Negotiation Period”). Upon resolution of a Disputed Invoice (agreement as to appropriate amount), Buyer shall pay such Invoice within ten (10) calendar days of such resolution (or the original due date of such Invoice, whichever is later). Early payment discounts will not be available or applied for invoices paid after they have been Disputed Invoices. In the event that the parties are unable to resolve the Disputed Invoice within the Negotiation Period, then the parties agree to resolve such Disputed Invoice pursuant to the terms of Section 20.

9.3

Other than as required by law, Buyer will not make deductions, counterclaims or set-offs to justify withholding payment of any invoice amount in whole or in part. Failure to pay Undisputed Invoices when due, failure to pay finance charges when assessed or making deductions, counterclaims or set-offs from invoices will result in delayed or cancelled shipments until such Undisputed Invoices have been paid, or termination of this Agreement by Dow Corning. Buyer agrees to pay Dow Corning’s collection costs, including reasonable attorney fees.


10.	BUYER’S KNOWLEDGE AND EXPERIENCE WITH THE PRODUCT

10.1

Buyer acknowledges and understands that it is familiar with and understands the nature of the Product(s) and that it may be dangerous when handled, used, sold, stored, transported or disposed. Buyer will follow safe handling, use, selling, storage, transportation, and disposal practices for the Product(s), will instruct its employees, contractors, agents, and customers in these practices, and take appropriate action with respect to the Product(s) to avoid releases or other dangers to persons, property, or the environment. Buyer acknowledges and agrees that it has the requisite expertise, experience and equipment for the conduct of all the aforementioned activities with the Product(s), and Buyer assumes all risks of doing so.


10.2	Buyer shall indemnify, defend and hold harmless Dow Corning, its affiliates and the employees, agents, officers, directors and shareholders of Dow Corning and/or its affiliates for all claims, damages, and related costs, including reasonable attorney fees, arising out of Buyer’s noncompliance with any of its commitments under this Section.


10.3	Dow Corning will make available to Buyer all relevant Material Safety Data Sheets and Product Data Sheets relating to the Product(s). Buyer will only use the Product(s) in accordance with such Material Safety Data Sheets and Product Data Sheets.

10.4

In the event that Dow Corning discovers that Buyer has failed to comply with the terms of this Section 10, then Dow Corning agrees to give Buyer written notice of such non-compliance. Buyer will then have fifteen (15) business days to cure such non-compliance and to notify Dow Corning of the steps taken to remedy the non-compliance. If Buyer fails to remedy the non-compliance and notify Dow Corning, then Dow Corning may terminate this Agreement immediately upon written notice.


11.	END USE

Buyer is responsible to determine the suitability of the Product(s) purchased for the use contemplated by Buyer. Additionally, Buyer agrees not to knowingly sell or use the Product(s) in a finished medical device or pharmaceutical end-use applications. Dow Corning may terminate this Agreement immediately upon notice to Buyer in the event of breach of this obligation.


12.	LIMITED WARRANTY

Dow Corning warrants that the Product(s) supplied under this Agreement meet the Product Specifications, will convey good title to the Product(s), and that the Product(s) will be delivered free from any lawful security interest, lien or encumbrance unknown to Buyer. TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WRITTEN OR UNWRITTEN, EXPRESS OR IMPLIED WARRANTIES. DOW CORNING EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.


13.	BUYER’S REMEDIES

13.1

If the Product(s) provided by Dow Corning are deemed, by both Dow Corning and Buyer, to be nonconforming upon Buyer’s receipt, Dow Corning will either (a) replace the Product(s) in question with Product(s) that meet the quality requirements of this Agreement, or (b) credit Buyer the Purchase Price of the Product(s) shown to be other than as warranted (if Buyer agrees to such credit in lieu of replacement Product(s)). For Product(s) that are deemed defective pursuant to this Section:


13.1.1	A Return Authorization Number (RMA) will be assigned by Dow Corning;


13.1.2	Dow Corning will be responsible for selecting the carrier and routing all returns and replacement Product shipments;


13.1.3	Dow Corning will be responsible for all reasonable costs associated with the return and replacement of such Product(s);


13.1.4	If replacement Product(s) are deemed necessary, Dow Corning will use its best commercial efforts to ensure that such replacement Product(s) are delivered to the location specified in this Agreement within Buyer’s requested timeline; and


13.1.5	Dow Corning will provide Buyer with a failure analysis report (8D report) within forty-five (45) days following receipt of returned Product(s), subject to the complexity of the failure.

13.2

Any remedy to be received by Buyer pursuant to Section 13.1 is conditional upon Buyer giving Dow Corning notice of any claim within thirty (30) calendar days from the expiration of Minimum Shelf Life of the Product(s) or two (2) years from the date the claim arose, whichever occurs later. Failure by Buyer to give notice of a claim within this period will constitute a waiver by Buyer of any such claim. If requested by Dow Corning, all unconsumed Product(s) alleged by Buyer to be other than as warranted will be returned to Dow Corning freight collect.


14.	LIMITATION OF LIABILITY

EXCEPT AS PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY WHETHER IN CONTRACT OR TORT OR FOR BREACH OF STATUTORY DUTY, FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES AND PROFITS EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF THE LIMITED REMEDY OR ANY OTHER REMEDY SET FORTH IN THIS AGREEMENT.


15.	TAXES


15.1	Any tax, duty or other governmental charge now or in the future levied upon the production, sale, use or shipment of the Product(s) may, at Dow Corning’s option, be added to the purchase price.


15.2	Income taxes imposed upon Dow Corning are excluded from this definition of taxes.


16.	FORCE MAJEURE

16.1

Dow Corning will incur no liability due to delay in performance, non-performance or other failure to meet any obligation to the Buyer caused by circumstances beyond its control (a “Force Majeure Event”) including but not limited to war, fire, flood, strike, labor troubles, breakage of equipment, accident, riot, act of governmental authority, Acts of nature or the inability to obtain, on terms judged reasonable by Dow Corning, raw materials (including energy source) used in connection with the Product(s). Dow Corning may, during any shortage due to a Force Majeure Event, allocate its raw materials and finished Product(s) in any manner that, in the opinion of Dow Corning, is fair and reasonable. Buyer will incur no liability due to inability of Buyer to have Product delivered due to a Force Majeure Event.


17.	TERMINATION

17.1

A party may terminate this Agreement for cause if the other party fails to remedy any default in its compliance with any representation or warranty or in its performance of any covenant or obligation under this Agreement within thirty (30) calendar days after written notice thereof. Where the default is incapable of remedy the party suffering the default may terminate this Agreement immediately upon notice to the other party.

17.2

Either party may unilaterally terminate this Agreement at any time upon five (5) business days written notice in the event of the institution by or against either party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of that party’s debts, upon either party making an assignment for the benefit of creditors, or upon either party’s dissolution or ceasing to do business.

17.3

If Dow Corning discontinues the sale of any Product(s) for the application(s), market(s) or industries served by Buyer, then Dow Corning may, upon at least 270 days prior written notice, remove the discontinued Product(s) from this Agreement without any further obligation to Buyer (such date after 270 days, the “EOL Date”). Buyer reserves the right to order the Product(s) until the EOL Date, and Dow Corning will be obligated to accept commercially reasonable orders that it is capable of meeting until the EOL Date. For purchases during such 270 day period, Buyer must accept delivery of all Product(s) ordered during such 270 day period within ninety (90) days of such order.


17.4	Termination of this Agreement due to default by Dow Corning will not relieve Dow Corning of any obligation or liability arising prior to such termination (including the notice period in Section 17.3).


17.5	Survival. Sections titled “Buyer’s Knowledge and Experience with the Product,” “End Use,” “Limited Warranty,” “Buyer’s Remedy,” “Limitation of Liability,” and “Audit Rights” will survive termination of this Agreement.


18.	AUDIT RIGHTS

Buyer may request (at Buyer’s expense) that a third party conduct an audit of Dow Corning’s relevant books and records at any commercially reasonable time to confirm compliance with the terms of Section 5.3, provided that Buyer will not be permitted to conduct such an audit more than one time in any 365 day period. Such auditor will be required to sign a non-disclosure agreement prohibiting the auditor from disclosing to any party, including Buyer, any information provided to the auditor by Dow Corning, except that the auditor will provide a confidential report to Buyer and Dow Corning limited to the auditor’s determination as to whether Dow Corning complied with Section 5.3 hereof during the period of time at issue. The determination of such auditor will be final and binding on the parties (absent bad faith or manifest error by such auditor). Upon termination of this Agreement for any reason, Buyer will have the right to request that a final audit be conducted.


19.	NON-ASSIGNMENT

Buyer will not assign or transfer its rights and duties under this Agreement without Dow Corning’s prior written consent; provided however, that a change in control of Buyer will not be deemed an assignment. In the event Dow Corning agrees in writing to a proper assignment, this Agreement will be binding upon and inure to the benefit of Buyer’s assignees; and, in the event of a default by the assignee, Buyer will remain liable for full performance of all obligations under this Agreement.


20.	DISPUTES

This Agreement will be governed by and interpreted under of the laws of the State of Michigan (specifically disclaiming the U.N. Convention on Contracts for the International Sale of Goods) and without giving effect to any choice or conflict of law rule that would cause application of the laws of any jurisdiction other than that set forth in this Section. Any controversy, claim or disputes (“Disputes”), including those related to interpretation, enforceability, validity, and construction, will be determined under the laws of the State of Michigan without regard to any conflict of law provisions. In the event of a Dispute, a Party will provide written notice to the other Party and, for the 30-day period following delivery of such notice, representatives of the Parties with decision-making authority will negotiate in good faith to resolve such Dispute. If such representatives fail to resolve the Dispute within such 30-day period, then the Dispute will be submitted to the exclusive jurisdiction of the courts of Michigan in the judicial district (state or federal) nearest to Dow Corning’s headquarters. To the extent permitted by the applicable law, any action arising, directly or indirectly, out of this Agreement must be commenced within two (2) years after the cause of action has accrued or is discovered.


21.	COMPLIANCE WITH APPLICABLE LAW AND FCPA

21.1

With respect to the matters covered by this Agreement, Dow Corning represents, warrants, and covenants to Buyer, that neither Dow Corning nor any owners, directors, officers, employees, agents, affiliates or other contractors and subcontractors (collectively, “Relevant Persons”) of Dow Corning has or will, with respect to the Products being sold hereunder, (i) violate or cause Buyer or its Relevant Persons to be in violation of the U.S. Foreign Corrupt Practices Act of 1977 as amended (15 U.S.C. §§78dd-1, et seq.) (the “FCPA”), the U.S. Travel Act, or any other applicable anti-corruption law or regulation (collectively “Anti-Corruption Laws”); (ii) with a corrupt, improper, or illegal intent directly or indirectly (through third parties) pay, provide, promise, offer, or authorize the payment or provision of any money or thing of value to (a) an official, employee, or agent of any government, military, political party, public international organization, state-owned or affiliated entity, or instrumentality thereof (collectively “Government Officials”), (b) a political party or candidate for public office, (c) any person while “knowing” (as that term is interpreted by the U.S. government in relation to the FCPA) that all or a portion of that money or thing of value will be offered, promised, paid, or provided to the foregoing persons, or (d) any other individual, entity, or organization, in order to obtain, retain, or direct approvals, licenses, permits, business, sales, tax or duty assessments, import or export clearances, or other advantages; (iii) offer, promise, authorize, provide, or incur any bribe, kickback, or other corrupt or unlawful payment, expense, contribution, gift, entertainment, travel or other

benefit, or advantage (collectively, “Restricted Benefits”) to or for the benefit of any Government Official, political party or candidate, or any other individual, entity, or organization; (iv) solicit, accept, or receive any Restricted Benefits; or (v) establish or maintain any unlawful funds.

21.2

Dow Corning shall keep full, true, and accurate records and accounts, in accordance with generally-accepted accounting principles, of Dow Corning’s performance under this Agreement for a period of five (5) years from the termination or expiration date of this Agreement. The Company may upon twenty-one (21) days prior written notice audit these records (solely for the purpose of, and solely with access to the information completely necessary for determining, compliance with this Section 21) at its discretion and suspend its performance under this Agreement for the duration of such audit if Buyer reasonably suspects that Dow Corning or its Relevant Persons have violated or caused Buyer or its Relevant Persons to violate Anti-Corruption Laws. Dow Corning shall reasonably cooperate with Buyer with such audit. These audit rights shall last for up to five (5) years from the date of the expiration or termination of this Agreement.

21.3

Dow Corning understands and acknowledges that its material violation of the foregoing representations, warranties, covenants, terms, or conditions contained in this Section 21 shall constitute a material breach of this Agreement, and Buyer may, at its sole option, terminate this Agreement for cause and without further liability or obligation on the part of Buyer. Any such material breach shall entitle Buyer to injunctive and other equitable relief, in addition to any other remedies which may be available, including indemnification rights under this Agreement.


22.	FEDERAL ACQUISITION REGULATIONS

Pursuant to the Federal Acquisition Regulation (FAR) 52.212-5(e)(l) and FAR 52.244-6 concerning the acquisition of commercial items, Dow Corning accepts only the following flow down contract clauses: FAR 52.219-8 (Orders of $550,000 and Greater), FAR 52.222-26, FAR 52.222-35 (Orders of $100,00 and Greater), FAR 52.222-36 (Orders of $10,000 and Greater), FAR 52.222-39 (Orders of $100,00 and Greater), FAR 52.222-41, FAR 52.247-64, FAR 52.203-13 (Orders of $5 Million and Greater), and FAR 52.222-50. Unless otherwise agreed to in writing by Dow Corning, Buyer agrees that no other clauses from the FAR or any other agency are applicable or flowed down to Dow Corning. This Agreement supersedes any other provision relating to the applicability of FAR flow down clauses to the transactions between Dow Corning and Buyer.


23.	EXPORT LAWS AND REGULATIONS

23.1

Buyer agrees to be responsible for being knowledgeable as to all laws, regulations, and requirements regarding the export, re-export, resale, shipment, or diversion of Dow Corning Product(s) or any other Dow Corning items (whether tangible or intangible, including without limitation commodities, software, technology, and technical data). Buyer acknowledges that the Product(s) referenced in Exhibit A may be subject to export control laws and regulations and may require an export license or permit prior to resale, transfer, export or re-export,

including the U.S. Export Administration Regulations and U.S. Department of Treasury Office of Foreign Assets Control sanction regulations.

23.2

Buyer agrees it will not in any form export, re-export, resell, ship or divert or cause to be exported, re-exported, resold, shipped or diverted, directly or indirectly, any Product or technical data furnished hereunder to any country, end-use, or end-user that requires an export license or other approval without first obtaining such license or approval. The end-users and end-uses that may require an export license or other approval include, without limitation, (i) any person, entity, organization or other party identified on an applicable government restricted party list, including for example the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons List or the Department of State’s Debarred Parties List, and (ii) any end-use involving nuclear applications, chemical/biological weapons or missile, rocket systems or unmanned air vehicle applications.

23.3

Additionally, Buyer agrees to abide by the regulations of U.S. Department of Treasury, Office of Foreign Assets Control, which administers U.S. trade sanctions and embargoes. As of the date of this Agreement, OFAC regulations currently include, without limitation, Iran, Cuba, Syria and Sudan. As of the date of this Agreement, similar restrictions apply to North Korea under the U.S. Export Administration Regulations. OFAC sanctioned and embargoed countries and related regulations are currently listed at http://www.treas.gov/offices/enforcement/ofac/programs/index.shtml.


23.4	Buyer agrees to indemnify, defend and hold Dow Corning harmless from any and all costs (including attorneys’ fees) expenses, judgments, penalties, or other liabilities due to Buyer’s failure to comply with this section.


24.	WAIVER

Dow Corning’s failure to exercise a right or remedy or Dow Corning’s acceptance of a partial or delinquent payment will not operate as a waiver of any of Dow Corning’s original rights or Buyer’s obligations under this Agreement and will not constitute a waiver of Dow Corning’s right to declare an immediate or subsequent default. A waiver or failure of Buyer to enforce any provision of this Agreement will not act as a waiver of that provision or the ability to later assert that provision relative to the particular situation involved.


25.	SEVERABILITY

If one or more of the provisions of this Agreement or part(s) thereof will be found, by a court with jurisdiction, to be illegal, invalid or unenforceable, it will not affect the legality, validity, enforceability of any of the remaining provisions of this Agreement. The parties agree to attempt to substitute for any illegal, invalid or unenforceable provision or part(s) thereof, a legal, valid or enforceable provision or part(s) thereof which achieves to the greatest extent possible the objectives of the illegal, invalid or unenforceable provision.


26.	NOTICE

All required notices will be deemed effective upon receipt and will be in writing and mailed, postage prepaid, to the following addresses:



To Dow Corning:	To Buyer
Dow Corning Corporation	Enphase Energy, Inc.
Attn: Shane Ladwein, Director, Engineered Materials Product Line cc: General Counsel	Attn: Cristina Nguyen, Strategic Sourcing Manager cc: Legal Counsel
2200 W. Salzburg Rd	1420 N. McDowell Blvd.
Auburn, MI 48611	Petaluma, CA 94954


27.	HEADINGS

Titles and headings to articles, sections or paragraphs in this Agreement are inserted for reference only and are not intended to affect the interpretation or construction of this Agreement.


28.	ENTIRE AGREEMENT

This Agreement and the Exhibits attached hereto constitute the entire understanding between the parties with respect to the subject matter of this Agreement and supersede any prior discussions, representations, negotiations, agreements, memoranda of understanding, term sheets and the like. Additional or different terms contained in any Buyer or Dow Corning document (including, without limitation, any purchase order, estimate, order acknowledgment, or payment remittance) will not be binding, and will not create, nor be construed to create any modification of Buyer’s or Dow Corning’s rights or obligations under this Agreement. Modifications to this Agreement must be made in a writing with specific reference to this Agreement and signed by each party. This Agreement will be considered for all purposes as prepared through the joint efforts of the Parties and will not be construed against one Party or the other as a result of the manner in which this Agreement was negotiated, prepared, drafted or executed.


29.	RIGHTS OF THIRD PARTIES

Except as expressly provided in this Agreement, no term of this Agreement will be enforceable by a person other than the Parties or the permitted successors and assignees of the Parties.



	DOW CORNING CORPORATION		ENPHASE ENERGY, INC.

By:	/s/ Thomas H. Cook	By:	/s/ Paul Nahi
Name:	Thomas H. Cook	Name:	Paul Nahi
Title:	Senior VP, Sales &	Title:	President and CEO
	Customer Experience
Date:	April 22, 2014	Date:	April 22, 2014

EXHIBIT A

PRODUCT(S), CONTAINERS AND PRICES



Product	Container	Price/ LB or KG
Dow Corning© EE-[***] Encapsulant Enphase Item Numbers: 751-00127-01 751-00128-01	Product is sold in two parts (Part A and Part B), each of which will be packed in 225kg drums.	US$[***]/ KG

If the Minimum Volume Commitment is met for calendar year [***], then the PRODUCT(S), CONTAINERS AND PRICES for calendar year [***] will be as follows:



Product	Container	Price/ LB or KG
Dow Corning© EE-[***] Encapsulant Enphase Item Numbers: 751-00127-01 751-00128-01	Product is sold in two parts (Part A and Part B), each of which will be packed in 225kg drums.	US$[***]/ KG

EXHIBIT B

PRODUCT SPECIFICATIONS

(See attached)

Dow Corning® [***]

Low Stress Encapsulant

Product Specifications

Doc. No. 360-00102

Revision 1.0

Modification History



Revision	Date	Author	Description of Change
1.0	02-28-14	Tom Krizner, Sr. Staff Engineer, Mechanical	Initial release in Arena

Approvals (see Arena)



NameTitleDepartment
Arvind Krishna	Director, Mechanical Engineering	Engineering
Peter Tarver	Compliance and Homologation Technical Lead	Quality and Reliability
Thad Pearson	Director, Manufacturing Engineering	Manufacturing
Rob Howard	Director, Global Manufacturing and Supplier Quality	Manufacturing
Jeff Rosen	Director, Supply Chain	Manufacturing

1420 N. McDowell Blvd., Petaluma, CA 94954 [t] 707-763-4784 [f] 707-763-0784 enphase.com

Material Specifications of Encapsulant:

The Dow Corning® [***] low stress encapsulant shall be a two-part addition-cure silicone system. The mix ratio of the component parts shall be 1:1 by volume or weight percent. The un-cured silicone encapsulant component material parts A and B shall have a minimum 12 months remaining shelf life from date of receipt.(1) The material properties of silicone encapsulant shall meet the specifications listed in

Table 1 below.(2)



Material property⁽³⁾	Unit	Test Standard	Critical-to-Quality	Specification⁽⁴⁾
Material property⁽³⁾	Unit	Test Standard	Critical-to-Quality	LCL	Target or Nominal	UCL
Specific gravity, parts A and B		ASTM D792/ Dow Corning CTM 0022	YES	[***]	[***]	[***]
Filler particle size	µm	By Dow Corning’s Filler Supplier (3rd Party)(5)	YES	[***]	[***]	[***]
Viscosity at 25 ºC, parts A and B	cps	ASTM D4282⁽⁶⁾	YES	[***]	[***]	[***]
Viscosity at 25 ºC, mixed	cps	ASTM D4282(6)		[***]	[***]	[***]
Gel time at 25 ºC	minutes	Dow Corning CTM 0674A(7)		[***]	[***]	[***]
Gel time at 50 ºC	minutes	Dow Corning CTM 0674A7	YES	[***]	[***]	[***]
Cure time at 25 ºC	hours	Rheometry(8)		[***]⁽¹²⁾	[***]	[***]⁽¹²⁾
Cure time at 50 ºC	minutes	Rheometry(8)		[***]⁽¹²⁾	[***]	[***]⁽¹²⁾
Durometer(9)	Type 00	ASTM D2240/ Dow Corning CTM 0099(10)	YES	[***]	[***]	[***]
Durometer	Type 000	ASTM D2240/ Dow Corning CTM 0099(10)	YES	[***]	[***]	[***]
Young’s Modulus (tensile, 0 to 10% elongation)	MPa	ASTM D412/ ASTM E111(11)		[***]	[***]	[***]
Chord modulus (tensile, 100% elongation)	MPa	ASTM D412/ ASTM E111(11)		[***]	[***]	[***]
Tensile strength	MPa	ASTM D412		[***]	[***]	[***]
Tensile elongation at break	%	ASTM D412		[***]	[***]	[***]
CTE (-40 ºC to 105 ºC)	µm/m-ºK	Dow Corning CTM 0562		[***]	[***]	[***]
Glass Transition Temperature	ºC	ASTM E381		[***]	[***]	[***]
Thermal conductivity	W/m- ºK	ASTM E1530		[***]	[***]	[***]
Water absorption (24 hours)	%	ASTM D570		[***]	[***]	[***]
Water absorption (21 days)	%	ASTM D570		[***]	[***]	[***]
Adhesion strength, Al substrate,180 deg peel	N/m	ASTM D903		[***]⁽¹²⁾	[***]	[***]
Adhesion strength, FR-4 substrate,180 deg peel	N/m	ASTM D903/Dow Corning CTM 0293		[***]⁽¹²⁾	[***]	[***]

Table 1 - Material Specifications of Encapsulant

UL Certification Requirements

The Dow Corning® [***] low stress encapsulant will require UL certification. The UL rating requirements are listed in Table 2 below.



Property	Test standard	Acceptance
Vertical burn	UL 94	[*] (at [] to [**])
Hot wire ignition (HWI)	UL 746/ ASTM D3874	PLC ≤ [***]
High current arc ignition (HAI)	UL 746/ ASTM D3874	PLC ≤ [***]
Relative temperature index (electrical)	UL 746	≥ [***] deg C
Relative temperature index (impact)	UL 746	≥ [***] deg C
Relative temperature index (strength)	UL 746	≥ [***] deg C
Comparative tracking index (CTI)	UL 746	PLC ≤ [***]
Dielectric strength (kV/mm)	UL 746	≥ [***]
Volumetric resistivity, dry (ohm-cm)	UL 746	≥ [*] x [*]
Volumetric resistivity, wet (ohm-cm)	UL 746	≥ [***]6

Table 2- UL Certification Requirements of Encapsulant

Notes:

(1) A minimum 12 month remaining shelf life is required by Enphase Energy from the date of receipt at our designated warehouse location. A deviation request and approval is required to ship any material which does not meet the minimum remaining shelf life of 12 months from date of receipt. All shipments starting in August, 2014 must have a minimum 12 months remaining shelf life from date of receipt. Testing shall be performed by Dow Corning to verify a 12 month shelf life by June 30, 2014.

(2) Each manufactured lot of Dow Corning® [***] encapsulant materials shall be tested and verified by Dow Corning to meet the specification of Critical-to-Quality (CTQ) material properties as listed in Table 1. Test results shall be recorded on the Dow Corning Certificate of Analysis (CoA). CoAs shall be provided with each shipment of material and indicate the specification value and the as-measured value.

Properties listed in Table 1 that are not listed as Critical-to-Quality are typical properties and do not require testing for each batch. Testing of these properties

shall be performed by Dow Corning and test data shall be furnished to Enphase Energy for design verification purposes. After Enphase Energy releases the material for production for manufacturing of Enphase Energy products (i.e., completion of PPAP), only the Critical-to-Quality properties are tested on a lot-to-lot basis.

(3)Material properties of cured material shall be tested using material specimens cured at 50 ºC. Full cure shall be defined as the point when the material develops 90% of its shear modulus (G') and loss shear modulus (G'') as measured using Dynamic Mechanical Analysis (DMA) methods (per ASTM D4065). In lieu of DMA (i.e., rheometry), material may be deemed fully cured with a Type 000 durometer measurement of 37 (minimum) and verification of no wet or softer surfaces on the material compared to the oven exposed surface of the material by cross sectional cutting and visual examination.

(4)The specification of a Lower Control Limit (LCL), Target or Nominal, and Upper Control Limit (UCL) has been established to accommodate production variation between batches based on limited production runs of the material. After Enphase Energy releases the material for production for manufacturing of Enphase Energy products (i.e., completion of PPAP), Dow Corning shall test no fewer than 10 unique production batches to establish the final LCL and UCL based on a Statistical Process Control methodology. Dow Corning shall furnish this data to Enphase Energy by June 30, 2014 or, within 6 weeks of the 10th unique production batch, whichever occurs first.

(5) A Certificate of Analysis (CoA) from Dow Corning filler Supplier’s (3rd party) indicating maximum filler particle size shall be furnished to Enphase Energy by Dow Corning upon request if deemed necessary by Enphase Energy (e.g., Quality audit, troubleshooting for root cause failure analysis, etc.). Redacted versions of the Certificate of Analysis (CoA) may be provided to Enphase Energy by Dow Corning in

order to remove sensitive or proprietary information that is not directly related to maximum filler particle size data or root cause failure analysis of Enphase Energy products.

(6)Recommended instrument: HBDV-III ultra, Spindle No. 3, 100 rpm

(7)Recommended instrument: Techne FGT6 Gelation Timer, using F0985 22mm

stainless steel plunger and F7846 sample cups

(8)Recommended instrument: Parallel Plate Rheometer, 10rad/sec, 1% strain

(9)Type 00 durometer is not intended as a long term specification for this material. The specification of a Type 00 durometer shall be used as a benchmark during the material development process and as a Critical-to-Quality property for production batches until such time when the specification of Type 000 durometer LCL and UCL have been finalized. See note 4 above.

(10)Recommended instrument: PTC 412 Classic Style Durometer Type 000, 470 deadweight test stand, Fisher Scientific, Q8-732-104 aluminum dish, sample thickness should be 10 +/- 1mm

(11)The determination of Young’s modulus and Chord modulus (per ASTM E111) using tensile testing methods (per ASTM D412, standard dumbbell Type D412 C specimens, 0.5mm thick) shall be used as a benchmark during the material development process. In addition, Dow Corning shall furnish test data to Enphase Energy indicating elastic modulus (E'), loss modulus (E''), shear modulus (G'), and loss shear modulus (G'') of the material over the temperature range of -40 deg C to 115 deg C as measured using Dynamic Mechanical Analysis (DMA) methods (per ASTM D4065).

(12)Material property values listed as TBD shall be tested by Dow Corning and test data shall be furnished to Enphase Energy by June 30, 2014.

ENPH 06.30.2015 10-Q EX-10.3

Exhibit 10.3

First Amendment to the

Supply Agreement

between

Dow Corning Corporation

and

Enphase Energy, Inc.

This First Amendment to the Supply Agreement (the “Amendment”), effective as of August 1, 2014 is made by and between Dow Corning Corporation, with its principal offices located at 2200 W. Salzburg Road, Midland, MI 48686 ("Dow Corning") and Enphase Energy, Inc. with its principal offices located at 1420 N. McDowell Blvd., Petaluma, CA 94954 (“Buyer”) and amends that certain Supply Agreement (Dow Corning Accession Number CW248785), made as of April 22, 2014 by and between Dow Corning and Buyer (the “Agreement”).

NOW, THEREFORE, in consideration of the mutual promises contained in this First Amendment, the parties agree as follows:


1.	The full container load description has been amended. Section 6.1 will be replaced by the following:

Freight terms are INCOTERMS 2010 [***] to Flextronics Electronics Technology(Shenzhen) Co., LTD # 89 Yong Fu Road, Tong Fu Yu Industrial Park, Fu Yong Town, Bao An District, Shenzhen, 518103 P.R. China or any other location agreed to by Buyer and Dow Corning. Title and risk of loss with respect to all Products shall pass to Buyer upon delivery pursuant to [***] terms. Except as set forth in Section 6.4, Dow Corning will deliver the Product(s) in full container loads (78 drums/39 kits, double stacked) from Dow Corning’s bonded warehouse in Hong Kong. Upon notification from Dow Corning for shipment release against a purchase order placed by Buyer to Dow Corning, Buyer or its designated agent must complete Import Customs Clearance and provide confirmation thereof to Dow Corning prior to completion of the shipment to Flextronics warehouse in Shenzhen, China.

Except as specifically modified or amended hereby, the Agreement shall remain in full force and effect and, as modified or amended, is hereby ratified, confirmed and approved.

IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized officers.



DOW CORNING CORPORATION		ENPHASE ENERGY, INC.

By:	/s/ John E. Church	By:	/s/ Paul Nahi
Name:	John E. Church	Name:	Paul Nahi
Title:	Sales Director	Title:	President & CEO
Date:	July 30, 2014	Date:	July 23, 2014

ENPH 06.30.2015 10-Q EX-10.4

Exhibit 10.4

Second Amendment to the

Supply Agreement

between

Dow Corning Corporation

and

Enphase Energy, Inc.

This Second Amendment to the Supply Agreement (the “Second Amendment”), effective as of June 30, 2015 is made by and between Dow Corning Corporation, with its principal offices located at 2200 W. Salzburg Road, Midland, MI 48686 ("Dow Corning") and Enphase Energy, Inc. with its principal offices located at 1420 N. McDowell Blvd., Petaluma, CA 94954 (“Buyer”) and amends that certain Supply Agreement (Dow Corning Accession Number CW248785), made as of April 22, 2014 by and between Dow Corning and Buyer (as amended as of August 1, 2014, the “Agreement”).

NOW, THEREFORE, in consideration of the mutual promises contained in this Second Amendment, the parties agree as follows:


1.	Pursuant to Section 1.1 of the Agreement, the Agreement is hereby extended for a three-year Renewal Term, from January 1, 2016 through December 31, 2018.


2.	Exhibit A to the Agreement is hereby deleted in its entirety and replaced by Exhibit A to this Second Amendment.


3.	Section 3.1 is hereby deleted in its entirety and replaced by the following:

3.1

The Product(s) will meet the Dow Corning Product Specifications (the “Product Specifications”) set forth in Exhibit B. No changes to the Product Specifications will be implemented without agreement by both Parties. The “Minimum Shelf-Life” for the Product(s) will be at least twelve (12) months from the date of shipment of the Product(s) to Buyer.” In the case that shipping delays, changes in forecast, or other actions result in Dow Corning having stock of material that does not meet the Minimum Shelf-Life, Dow Corning will submit a waiver to Enphase for all shipments that do not meet the Minimum Shelf-Life, and Buyer and Dow Corning will work together in good faith to facilitate Buyer’s acceptance of the Product.


4.	Section 5.2 is hereby deleted in its entirety and replaced by the following:

5.2

This Agreement is a take or pay agreement. Buyer is absolutely and irrevocably required to purchase, cumulatively, [***] kg of Product (the “Minimum Volume Commitment”) between January 1, 2015 and December 31, 2018. If Buyer fails to purchase the Minimum Volume Commitment before December 31, 2018, then Dow Corning will issue an invoice to Buyer in an amount equal to $[***]/kg for each kilogram of Product that Buyer has failed to purchase (the price per kilogram of

Product in [***]), and Buyer shall pay such invoice in accordance with this Agreement. Buyer may not count any volume in excess of [***] kg of Product toward the Minimum Volume Commitment in [***], and may not count any volume in excess of [***] kg of Product toward the Minimum Volume Commitment in [***].


5.	Section 5.5 is hereby added to the Agreement:


5.5	In addition to the other volume commitments specified herein, Buyer shall purchase all of its requirements for silicon potting materials used to fill or encapsulate microinverter products exclusively from Dow Corning through December 31, 2018.


1.	Section 6 is hereby deleted in its entirety and replaced by the following:

6.1 Freight terms are INCOTERMS 2010 [***] to, at Buyer’s option pursuant to notice in Buyer’s purchase order issued pursuant to Section 7, any of the following locations:


•	Flextronics Electronics Technology (Shenzhen) Co., Ltd. # 89 Yong Fu Road, Tong Fu Yu Industrial Park, Fu Yong Town, Bao An District, Shenzhen, 518103 P.R. China


•	Flextronics International 260 South Milpitas Blvd, Bldg 15, Doc 12, Milpitas CA 95035


•	Flextronics Technologies Mexico S de RL de CV Prol. Av. López Mateos Sur 2915 m. 6.5

Tlajomulco de Zúñiga, Jalisco, México 45640


•	or any other location agreed to by Buyer and Dow Corning.

Title and risk of loss with respect to all Products shall pass to Buyer upon delivery pursuant to [***] terms. Except as set forth in Section 6.4, Dow Corning will deliver the Product(s) in full container loads (which shall be (a) for deliveries to Shenzhen and Guadalajara, 78 drums/39 kits, double stacked, and (b) for deliveries to Milpitas, 39 drums). For shipments to Shenzhen, upon notification from Dow Corning for shipment release against a purchase order placed by Buyer to Dow Corning, Buyer or its designated agent must complete Import Customs Clearance and provide confirmation thereof to Dow Corning prior to completion of the shipment to Flextronics warehouse in Shenzhen, China.


6.2	For rush orders (with requested shipping date less than fifteen (15) business days prior to order, per Section 7 below), freight terms are INCOTERMS 2010 FCA Dow Corning’s warehouse in either Hong Kong, Mexico City or Carrolton, KY (at Dow Corning’s discretion and based upon stock and availability at such time).


6.3	Dow Corning will select the carrier and the routing.


6.4	In the event Buyer requests shipments in increments smaller than full container loads, freight terms are INCOTERMS 2010 FCA Dow Corning’s warehouse in either Hong Kong, Mexico City or Carrolton, KY (at Dow Corning’s discretion and based upon stock and availability at such time).


2.	Section 8 of the Agreement is hereby deleted in its entirety and replaced with the following:

8.1

On the first (1^st) business day of each month, Buyer will provide Dow Corning a six-month rolling forecast of purchases for each Product for each shipping destination. Only the first month of each six-month forecast will be considered a binding commitment on the part of Buyer to purchase and of Dow Corning to supply the corresponding volume of Product(s) subject to the Quantity provisions set forth in this Agreement; the balance of such six-month forecast is for planning purposes only.


8.2	If Buyer desires to purchase more than (a) [*] kg of Product in any calendar month of the Term, or (b) [*] kg of Product in any calendar year of the Term, Buyer shall provide notice to Dow Corning at least 180 days prior to its volume requirements exceeding such amount.

Except as specifically modified or amended hereby, the Agreement shall remain in full force and effect and, as modified or amended, is hereby ratified, confirmed and approved.

IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by their duly authorized officers.



DOW CORNING CORPORATION		ENPHASE ENERGY, INC.

By:	/s/ John E. Church	By:	/s/ Paul Nahi
Name:	John E. Church	Name:	Paul Nahi
Title:	North America - Sales Director	Title:	President & CEO
Date:	April 28, 2015	Date:	April 23, 2015

EXHIBIT A

PRODUCT(S), CONTAINERS AND PRICES



Product	Container	Period	Price/ KG
Dow Corning® EE-[***] Encapsulant Enphase Item Numbers: 751-00127-01 751-00128-01	Product is sold in two parts (Part A and Part B), each of which will be packed in 225kg drums.	July 1, 2015 – December 31, 2015	US $[***] / KG
		Jan 1, 2016 – December 31, 2016	US $[***] / KG
		January 1, 2017 – December 31, 2017	US $[***] / KG
		January 1, 2018 – December 31, 2018	US $[***] / KG

ENPH 06.30.2015 10-Q EX-31.01

Exhibit 31.1

CERTIFICATION

I, Paul B. Nahi, certify that:


1.	I have reviewed this Form 10-Q of Enphase Energy, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:


a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2015



	/s/ Paul B. Nahi
	Paul B. Nahi
	President and Chief Executive Officer
	(Principal Executive Officer)

ENPH 6.30.2015 10-Q EX-31.02

Exhibit 31.2

CERTIFICATION

I, Kris Sennesael, certify that:


1.	I have reviewed this Form 10-Q of Enphase Energy, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:


a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2015



	/s/ Kris Sennesael
	Kris Sennesael
	Vice President and Chief Financial Officer
	(Principal Financial Officer)

ENPH 06.30.2015 10-Q EX-32.01

Exhibit 32.1

CERTIFICATION

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Paul B. Nahi, President and Chief Executive Officer of Enphase Energy, Inc. (the “Company”), and Kris Sennesael, Vice President and Chief Financial Officer of the Company, each hereby certifies that, to the best of his or her knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2015, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

In Witness Whereof, the undersigned have set their hands hereto as of the 5th day of August, 2015.



/s/ Paul B. Nahi		/s/ Kris Sennesael
Paul B. Nahi President and Chief Executive Officer		Kris Sennesael Vice President and Chief Financial Officer

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Enphase Energy, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.