UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March 31,~~September 30, 2017

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

For the transition period from to

Commission File No. 001-36894

SOLAREDGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		20-5338862
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

	1 HaMada Street Herziliya Pituach 4673335, Israel (Address of principal executive offices, zip code)
	972 (9) 957-6620
	(~~Registrant's~~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 ☒ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ~~"large~~“large accelerated ~~filer," "accelerated filer"~~filer”, ~~"smaller~~“accelerated filer”, “smaller reporting ~~company"~~company” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller Reporting Company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~May 1,~~October 30, 2017, there were ~~41,554,048~~43,012,847 shares of the ~~registrant's~~registrant’s common stock, par value of $0.0001 per share, outstanding.

SOLAREDGE TECHNOLOGIES, INC.
FORM 10-Q

FOR THE QUARTER ENDED ~~March 31,~~SEPTEMBER 30, 2017
INDEX

PART I. FINANCIAL INFORMATION		3
ITEM 1	Financial Statements	3
Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2017 (unaudited)		F-2
Condensed Consolidated Statements of Operations for the three and nine months ended ~~March 31,~~September 30, 2017 and, 2016 (unaudited)		F-4
Condensed Consolidated Statements of Comprehensive Income for the Three and nine Months Ended September 30, 2017 and 2016 (unaudited)		F-5
Condensed Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016 (unaudited)		F-6
Notes to the Condensed Consolidated Financial Statements		F-8
ITEM 2	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	11 14
ITEM 4	Controls and Procedures	11
		14
PART II. OTHER INFORMATION		12 15
ITEM 1	Legal Proceedings	12 15
ITEM 1A	Risk Factors	12 15
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	12 16
ITEM 3	Defaults upon Senior Securities	13 16
ITEM 4	Mine Safety Disclosures	13 16
ITEM 5	Other Information	13 16
ITEM 6	Exhibits	14
		17
EXHIBIT INDEX		14 17

PART I. FINANCIAL INFORMATION

ITEM 1FINANCIAL STATEMENTS

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~MARCH 31,~~SEPTEMBER 30, 2017

IN U.S. DOLLARS

UNAUDITED

INDEX

	Page

Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2017 (unaudited) and December 31, 2016	F-2 - F-3

Condensed Consolidated Statements of Income for the Three and Nine Months Ended ~~March 31,~~September 30, 2017 and 2016 (unaudited)	F-4

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended ~~March 31,~~September 30, 2017 and 2016 (unaudited)	F-5

Condensed Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2017 and 2016 (unaudited)	F-6 - F-7

Notes to the Condensed Consolidated Financial Statements (unaudited)	F-8 - ~~F-23~~F-25

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

U.S. dollars in thousands (except share and per share data)

	September 30,		December 31,
	2017		2016
	Unaudited
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	149,448	$	104,683
Restricted cash		1,400		897
Marketable Securities		81,488		74,465
Trade receivables, net		91,694		71,041
Prepaid expenses and other accounts receivable		38,201		21,347
Inventories		62,356		67,363

Total current assets		424,587		339,796

LONG-TERM ASSETS:
Marketable securities		72,351		44,262
Property, equipment and intangible assets, net		45,714		37,381
Prepaid expenses and lease deposits		732		489
Deferred tax assets, net		5,822		2,815

Total long term assets		124,619		84,947

Total assets	$	549,206	$	424,743

The accompanying notes are an integral part of the condensed consolidated financial statements.

F - 2

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

U.S. dollars in thousands (except share and per share data)

March 31, December 31,
2017 2016
Unaudited
ASSETS

CURRENT ASSETS:
Cash and cash equivalents $ 119,933 $ 104,683
Restricted cash 991 897
Marketable Securities 81,800 74,465
Trade receivables, net 79,268 71,041
Prepaid expenses and other accounts receivable 26,561 21,347
Inventories 60,913 67,363

Total current assets
369,466 339,796

LONG-TERM ASSETS:
   Marketable securities 44,893 44,262
   Property, equipment and intangible assets, net 37,933 37,381
   Prepaid expenses and lease deposits 594 489
   Deferred tax assets, net 4,084 2,815

Total long term assets
87,504 84,947

Total assets
$ 456,970 $ 424,743

	September 30,			December 31,
	2017			2016
	Unaudited

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Trade payables, net	$	42,700		$	34,001
Employees and payroll accruals		17,640			13,018
Warranty obligations		12,942			13,616
Deferred revenues		2,743			1,202
Accrued expenses and other accounts payable		16,407			8,648

Total current liabilities		92,432			70,485

LONG-TERM LIABILITIES:
Warranty obligations		58,625			44,759
Deferred revenues		26,858			18,660
Lease incentive obligation		1,838			2,061

Total long-term liabilities		87,321			65,480

COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS' EQUITY:

Common stock of $0.0001 par value - Authorized: 125,000,000 shares as of September 30, 2017 (unaudited) and December 31, 2016; issued and outstanding: 42,862,712 and 41,259,391 shares as of September 30, 2017 (unaudited) and December 31, 2016, respectively		4			4
Additional paid-in capital		323,076			307,098
Accumulated other comprehensive loss		(297	)		(324	)
Retained earnings (accumulated deficit)		46,670			(18,000	)

Total stockholders' equity		369,453			288,778

Total liabilities and stockholders' equity	$	549,206		$	424,743

~~The accompanying notes are an integral part of the condensed consolidated financial statements.~~

~~F - 2~~

~~SOLAREDGE TECHNOLOGIES, INC.~~

~~AND ITS SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)~~

~~U.S. dollars in thousands (except share and per share data)~~

March 31, December 31,
2017 2016
Unaudited

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Trade payables, net $ 43,740 $ 34,001
Employees and payroll accruals 11,767 13,018
Warranty obligations 12,895 13,616
Deferred revenues 1,025 1,202
Accrued expenses and other accounts payable 9,189 8,648

Total current liabilities
78,616 70,485

LONG-TERM LIABILITIES:
Warranty obligations 48,230 44,759
Deferred revenues 20,902 18,660
Lease incentive obligation 1,987 2,061

Total long-term liabilities
71,119 65,480

COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS’ EQUITY:

Common stock of $0.0001 par value - Authorized: 125,000,000 shares as of March 31, 2017 (unaudited) and December 31, 2016; issued and outstanding: 41,532,545 and 41,259,391 shares as of March 31, 2017 (unaudited) and December 31, 2016, respectively 4 4
Additional paid-in capital 311,081 307,098
Accumulated other comprehensive loss (25 ) (324 )
Accumulated deficit (3,825 ) (18,000 )

Total stockholders’ equity
307,235 288,778

Total liabilities and stockholders’ equity
$ 456,970 $ 424,743

The accompanying notes are an integral part of the condensed consolidated financial statements.

F - 3

S~~OLAREDGE~~SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

U.S. dollars in thousands (except share and per share data)

	Three months ended March 31,					Three months ended September 30,				Nine months ended September 30,
	2017		2016			2017		2016		2017			2016
	Unaudited					Unaudited				Unaudited

Revenues	$	115,054	$	125,205		$	166,552	$	128,484	$	417,705		$	378,441
Cost of revenues		76,378		84,471			108,498		86,609		273,909			256,719

Gross profit		38,676		40,734			58,054		41,875		143,796			121,722

Operating expenses:

Research and development, net		11,458		8,709			14,363		9,935		38,546			27,876
Sales and marketing		10,775		8,826			13,217		10,036		35,953			27,792
General and administrative		4,439		3,460			5,078		3,664		12,782			10,191

Total operating expenses		26,672		20,995			32,658		23,635		87,281			65,859

Operating income		12,004		19,739			25,396		18,240		56,515			55,863

Financial income, net		1,410		2,029			2,666		390		7,671			1,892

Income before taxes on income		13,414		21,768			28,062		18,630		64,186			57,755

Tax benefit (taxes on income)		761		(969	)
Taxes on income (tax benefit)							91		3,014		(484	)		4,067

Net income	$	14,175	$	20,799		$	27,971	$	15,616	$	64,670		$	53,688

Net basic earnings per share of common stock	$	0.34	$	0.52		$	0.66	$	0.38	$	1.55		$	1.32

Net diluted earnings per share of common stock	$	0.32	$	0.47		$	0.61	$	0.35	$	1.44		$	1.21

Weighted average number of shares used in computing net basic earnings per share of common stock		41,348,225		40,362,093			42,433,648		40,926,887		41,831,400			40,691,402

Weighted average number of shares used in computing net diluted earnings per share of common stock		43,837,505		44,577,901			46,131,556		43,995,227		44,937,527			44,348,461

The accompanying notes are an integral part of the condensed consolidated financial statements.

F - 4

~~SOLARED~~GE

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

U.S. dollars in thousands (except share and per share data)

	Three months ended March 31,						Three months ended September 30,					Nine months ended September 30,
	2017			2016			2017		2016			2017			2016
	Unaudited						Unaudited					Unaudited

Net income	$	14,175		$	20,799		$	27,971	$	15,616		$	64,670		$	53,688

Other comprehensive income (loss):

Available-for-sale securities:
Changes in unrealized gains, net of tax benefit		28			87
Reclassification adjustments for losses included in net income		-			1
Changes in unrealized gains (losses), net of tax benefit								54		(92	)		87			45
Reclassification adjustments for gains, net of tax expence included in net income								-		-			-			1
Net change		28			88			54		(92	)		87			46

Cash flow hedges:
Changes in unrealized gains, net of tax expense		909			668			-		320			975			655
Reclassification adjustments for gains and losses , net of tax expense included in net income		(395	)		(33	)
Reclassification adjustments for loses, net of tax expense included in net income								-		(254	)		(994	)		(421	)
Net change		514			635			-		66			(19	)		234

Foreign currency translation adjustments, net		(243	)		(13	)		16		(125	)		(41	)		133

Total other comprehensive income		299			710
Other comprehensive income (loss)								70		(151	)		27			413

Comprehensive income	$	14,474		$	21,509		$	28,041	$	15,465		$	64,697		$	54,101

The accompanying notes are an integral part of the condensed consolidated financial statements.

F - 5

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

U.S. dollars in thousands

	Three months ended March 31,						Nine months ended September 30,
	2017			2016			2017			2016
	Unaudited						Unaudited
Cash flows provided by operating activities:
Net income	$	14,175		$	20,799		$	64,670		$	53,688
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment and intangible assets		1,520			993			4,932			3,468
Amortization of premiums on available-for-sale marketable securities		383			174			1,310			829
Stock-based compensation		3,612			2,632			12,183			8,132
Deferred tax assets, net		(1,333	)		(100	)
Deferred tax assets, net								(3,063	)		2,327
Realized losses on Cash Flow Hedges		-			2			-			2

Changes in assets and liabilities:
Inventories		6,453			2,006			5,005			19,216
Prepaid expenses and other accounts receivable		(4,583	)		6,682			(17,360	)		8,214
Trade receivables, net		(8,070	)		(9,413	)		(20,168	)		(38,105	)
Trade payables		9,734			(16,853	)
Trade payables, net								8,667			(21,699	)
Employees and payroll accruals		(1,272	)		(556	)		4,509			(916	)
Warranty obligations		2,750			5,765			13,192			15,514
Deferred revenues		2,060			2,496			9,699			5,069
Accrued expenses and other accounts payable		311			770			7,537			2,192
Lease incentive obligation		(74	)		(55	)		(223	)		(185	)

Net cash provided by operating activities		25,666			15,342			90,890			57,746

Cash flows used in investing activities:
Purchase of property and equipment		(1,872	)		(5,909	)		(13,203	)		(13,869	)
Decrease (increase) in restricted cash		(94	)		2,473			(503	)		2,471
Increase in short and long-term lease deposits		(66	)		(14	)
Decrease (increase) in short and long-term lease deposits								(60	)		37
Investment in available-for-sale marketable securities		(24,070	)		(36,023	)		(82,469	)		(85,579	)
Maturities of available-for-sale marketable securities		15,665			1,000			46,513			21,654

Net cash used in investing activities		(10,437	)		(38,473	)	$	(49,722	)	$	(75,286	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

F - 6

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Cont.)

U.S. dollars in thousands

	Nine months ended September 30,
	2017			2016
	Unaudited
Cash flows from financing activities:
Issuance costs related to initial public offering	$	-		$	(194	)
Proceeds from issuance of shares upon exercise of options		3,795			1,774

Net cash provided by financing activities		3,795			1,580

Increase (decrease) in cash and cash equivalents		44,963			(15,960	)
Cash and cash equivalents at the beginning of the period		104,683			106,150
Effect of exchange rate differences on cash and cash equivalents		(198	)		(176	)

Cash and cash equivalents at the end of the period	$	149,448		$	90,014

Three months ended
March 31,

2017 2016
Unaudited
Cash flows from financing activities:

Proceeds from issuance of shares upon exercise of options 371 1,167

Net cash provided by financing activities 371 1,167

Increase (decrease) in cash and cash equivalents 15,600 (21,964 )
Cash and cash equivalents at the beginning of the period 104,683 106,150
Effect of exchange rate differences on cash and cash equivalents (350 ) (116 )

Cash and cash equivalents at the end of the period 119,933 84,070

The accompanying notes are an integral part of the condensed consolidated financial statements.

F - 7

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 1:-

GENERAL

SolarEdge Technologies, Inc. (the ~~“Company”~~"Company") and its subsidiaries design, develop, and sell an intelligent inverter solution designed to maximize power generation at the individual photovoltaic ~~(“PV”~~("PV") module level while lowering the cost of energy produced by the solar PV system and providing comprehensive and advanced safety features. The ~~Company’s~~Company's products consist mainly of (i) power optimizers designed to maximize energy throughput from each and every module through constant tracking of Maximum Power Point individually per module, (ii) inverters which invert direct current (DC) from the PV module to alternating current (AC) and (iii) a related cloud-based monitoring platform, that collects and processes information from the power optimizers and inverters of a solar PV system to enable customers and system owners as applicable, to monitor and manage the solar PV systems. ~~In addition, the Company has a~~(iv) storage solution that is used to increase energy independence and maximize self-consumption for homeowners by utilizing a battery that is sold separately by ~~third party~~third-party manufacturers, to store and supply power as needed (the ~~“StorEdge solution”~~"StorEdge solution"). The StorEdge solution is designed to provide smart energy functions such as maximizing self-consumption, Time-of-Use programming for desired hours of the day, and home energy backup solutions. In addition, the Company offers several communication and smart energy management solutions.

The Company and its subsidiaries ~~sells its~~sell their products worldwide directly to large solar installers and engineering, procurement and construction firms ~~(“EPCs”~~("EPCs"), as well as through large distributors and electrical equipment wholesalers to smaller solar installers.

Recent accounting pronouncements:

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“("ASU ~~2015-11”~~2015-11"). The new standard applies only to inventory for which cost is determined by methods other than last-in, first-out and the retail inventory method, which includes inventory that is measured using first-in, first-out or average cost. Inventory within the scope of ASU 2015-11 is required to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted ASU 2015-11 during the first quarter of 2017, which did not have a material impact on our results of operations, cash flows or financial position.

In May 2017, the FASB issued ASU 2017-09, "Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting." ASU 2017-09 was issued to provide clarity and reduce both 1) diversity in practice and 2) cost and complexity when applying the guidance in Topic 718 to a change in the terms or conditions of a share-based payment award. ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting under Topic 718. The amendments in ASU 2017-09 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The amendments in ASU 2017-09 should be applied prospectively to an award modified on or after the adoption date. The adoption of this standard will not have a material impact on the consolidated financial statements.

The significant accounting policies applied in the Company’s audited 2016 consolidated financial statements and notes thereto included in the Company’s Transition Report on Form 10-KT for transition period from July 1, 2016 to December 31, 2016 (the “2016 Form 10-KT”) are applied consistently in these financial statements.

In May 2014, the FASB issued a new standard related to revenue recognition. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued several amendments to the standard, including clarification on identifying performance obligations. The guidance permits two methods of modification: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company will adopt the new standard effective January 1, 2018. The Company currently anticipates adopting the standard using the modified retrospective method. We are in the process of finalizing our analysis of the impact this guidance will have on our consolidated financial statements, related disclosures, and our internal controls over financial reporting.

F - 8

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 1:-

GENERAL (Cont.)

The significant accounting policies applied in the Company's audited 2016 consolidated financial statements and notes thereto included in the Company's Transition Report on Form 10-KT for transition period from July 1, 2016 to December 31, 2016 (the "2016 Form 10-KT") are applied consistently in these financial statements.

Basis of Presentation:

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Article 10 of Regulation S-X, ~~“Interim~~"Interim Financial ~~Statements”~~Statements" and the rules and regulations for Form 10-Q of the Securities and Exchange Commission (the ~~“SEC”~~"SEC"). Pursuant to those rules and regulations, the Company has condensed or omitted certain information and footnote disclosure it normally includes in its annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“("U.S. ~~GAAP”~~GAAP").

In ~~management’s~~management's opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present its condensed consolidated financial position, results of operations and cash flows. The ~~Company’s~~Company's interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These financial statements and accompanying notes should be read in conjunction with the 2016 consolidated financial statements and notes thereto included in the ~~Company’s~~Company's Transition Report on Form 10-KT for transition period from July 1, 2016 to December 31, 2016 filed with the SEC on February 21, 2017. There have been no changes in the significant accounting policies from those that were disclosed in the audited consolidated financial statements for the transition period from July 1, 2016 to December 31, 2016 included in the 2016 Form 10-KT.

The Company depends on two contract manufacturers and several limited or single source component suppliers. Currently, the Company has entered into an agreement with a third manufacturer and is in the process of transitioning manufacturing from one manufacturer to ~~another~~.another. During this transition period the Company ~~will~~ mainly ~~rely~~relies on one contract manufacturer. Reliance on these vendors makes the Company vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules, manufacturing yields and costs.

These vendors collectively account for ~~66.4%~~43.3% and ~~61%~~61.0% of the ~~Company’s~~Company's total trade payables as of ~~March 31,~~September 30, 2017 (unaudited) and December 31, 2016, respectively.

The Company has the right to offset its payables to one of its contract manufacturers against vendor non-trade receivables. As of ~~March 31,~~September 30, 2017 (unaudited), a total of ~~$2,037~~$3,393 of these receivables met the criteria for net recognition and were offset against the corresponding accounts payable balances for this contract manufacturer in the accompanying condensed Consolidated Balance Sheets.

F - 9

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 1:-

GENERAL (Cont.)

Derivative financial instruments:

To protect against the increase in value of forecasted foreign currency cash flows resulting from salary and lease payments of its Israeli facilities denominated in the Israeli currency, the New Israeli ~~Shekels (“NIS”~~Shekel ("NIS"), during the ~~three~~nine months ended ~~March 31,~~September 30, 2017, the Company instituted a foreign currency cash flow hedging program. The Company hedges portions of the anticipated payroll and lease payments denominated in NIS for a period of one to six months with hedging contracts. Accordingly, when the dollar strengthens against the foreign currencies, the decline in present value of future foreign currency expenses is offset by losses in the fair value of the hedging contracts. Conversely, when the dollar weakens, the increase in the present value of future foreign currency cash flows is offset by gains in the fair value of the hedging contracts. These hedging contracts are designated as cash flow hedges, as defined by ASC 815 and are all effective hedges.

As of ~~March 31,~~September 30, 2017 (unaudited), the Company entered into forward contracts and put and call options to sell U.S. dollars for ~~NIS~~Euros in the amount of ~~$9,391.~~1.5 million Euro and 4.5 million Euro, respectively. These hedging contracts do not contain any credit-risk-related contingency features. See Note 4 for information on the fair value of these hedging contracts.

The fair value of the ~~Company’s~~Company's outstanding derivative instruments is as follows:

	Three months ended March 31,		Year ended December 31,		Balance as of September 30,			Balance as of December 31,
	2017		2016		2017			2016
	(unaudited)				(unaudited)
Derivative assets:
Derivatives not designated as cash flow hedging instruments:
Foreign exchange option contracts					$	1		$	-
Derivatives designated as cash flow hedging instruments:
Foreign exchange forward contracts		579		19		-			19

Derivative liabilities:
Derivatives not designated as cash flow hedging instruments:
Foreign exchange option contracts						(301	)		-
Foreign exchange forward contracts						(107	)		-

Total	$	579	$	19	$	(407	)	$	19

The Company recorded the fair value of derivative assets and liabilities, net in ~~“prepaid~~"Accrued expenses and other accounts ~~receivable”~~payable" and "Prepaid expenses and other accounts receivable" on the ~~Company’s condensed~~Company's consolidated balance ~~sheets.~~sheets as of September 30, 2017 (unaudited) and December 31, 2016, respectively.

F - 10

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 1:-

GENERAL (Cont.)

The net increase in unrealized gains (losses) recognized in ~~“accumulated~~"accumulated other comprehensive income (loss)”" on derivatives, net of tax effect, is as follows:

Three months ended
March 31,
2017 2016
(unaudited)

Derivatives designated as cash flow hedging instruments:
Foreign exchange forward contracts 909 668

	Three months ended				Nine months ended
	September 30,				September 30,
	2017		2016		2017		2016
	(unaudited)				(unaudited)

Derivatives designated as cash flow hedging instruments:
Foreign exchange forward contracts	$	-	$	320	$	975	$	655

The net gains reclassified from ~~“accumulated~~"accumulated other comprehensive income (loss)”" into the company's consolidated statements of income, ~~(loss),~~ are as follows:

Three months ended
March 31,
2017 2016
(unaudited)

Derivatives designated as cash flow hedging instruments:
Foreign exchange forward contracts 395 33

	Three months ended				Nine months ended
	September 30,				September 30,
	2017		2016		2017		2016
	(unaudited)				(unaudited)

Derivatives designated as cash flow hedging instruments:
Foreign exchange forward contracts	$	-	$	254	$	994	$	421

The Company recorded in the financial ~~expenses,~~income, net, a net loss ~~of $81 during the three months ended March 31, 2016 (unaudited),~~ related to derivatives not qualified as hedging ~~instruments.~~

~~No such expenses were recorded in~~instruments of $492 and $170 during the three months ended ~~March 31,~~September 30, 2017 (unaudited). and 2016 (unaudited), respectively and $1,164 and $245 during the nine months ended September 30, 2017 (unaudited) and 2016 (unaudited), respectively.

Accumulated other comprehensive income:

The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of taxes, for the three months ended September 30, 2017 (unaudited):

	Unrealized gains (losses) on available-for-sale marketable securities			Unrealized gains (losses) on cash flow hedges		Unrealized gains (losses) on foreign currency translation			Total

Beginning balance	$	(103	)	$	-	$	(264	)	$	(367	)
Other comprehensive income (loss) before reclassifications		54			-		16			70

Ending balance	$	(49	)	$	-	$	(248	)	$	(297	)

F - 11

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 1:-

GENERAL (Cont.)

~~Accumulated other comprehensive income:~~

The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of taxes, for the nine months ended September 30, 2017 (unaudited):

	Unrealized gains (losses) on available-for-sale marketable securities			Unrealized gains (losses) on cash flow hedges			Unrealized gains (losses) on foreign currency translation			Total

Beginning balance	$	(136	)	$	19		$	(207	)	$	(324	)
Other comprehensive income (loss) before reclassifications		87			975			(41	)		1,021
Losses (gains) reclassified from accumulated other comprehensive income (loss)		-			(994	)		-			(994	)
Net current period other comprehensive income (loss)		87			(19	)		(41	)		27

Ending balance	$	(49	)	$	-		$	(248	)	$	(297	)

The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of taxes, for the three months ended ~~March 31, 2017 (unaudited):~~

Unrealized gains (losses) on available-for-sale marketable securities Unrealized gains (losses) on cash flow hedges Unrealized gains (losses) on foreign currency translation Total

Beginning balance $ (136 ) $ 19 $ (207 ) $ (324 )
Other comprehensive income (loss) before reclassifications 28 909 (243 ) 694
Losses (gains) reclassified from accumulated other comprehensive income (loss) - (395 ) - (395 )
Net current period other comprehensive income (loss) 28 514 (243 ) 299

Ending balance $ (108 ) $ 533 $ (450 ) $ (25 )

~~The following table summarizes the changes in accumulated balances of other comprehensive loss, net of taxes, for the three months ended March 31,~~September 30, 2016 (unaudited):

	Unrealized gains (losses) on available-for-sale marketable securities			Unrealized gains (losses) on cash flow hedges			Unrealized gains (losses) on foreign currency translation			Total			Unrealized gains (losses) on available-for-sale marketable securities			Unrealized gains (losses) on cash flow hedges			Unrealized gains (losses) on foreign currency translation			Total

Beginning balance	$	(81	)	$	75		$	(287	)	$	(293	)	$	57		$	243		$	(29	)	$	271
Other comprehensive income (loss) before reclassifications		87			668			(13	)		742			(92	)		320			(125	)		103
Losses (gains) reclassified from accumulated other comprehensive income (loss)		1			(33	)		-			(32	)		-			(254	)		-			(254	)
Net current period other comprehensive income (loss)		88			635			(13	)		710			(92	)		66			(125	)		(151	)

Ending balance	$	7		$	710		$	(300	)	$	417		$	(35	)	$	309		$	(154	)	$	120

F - 12

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 1:-

GENERAL (Cont.)

The following table summarizes the changes in accumulated balances of other comprehensive loss, net of taxes, for the nine months ended September 30, 2016 (unaudited):

	Unrealized gains (losses) on available-for-sale marketable securities			Unrealized gains (losses) on cash flow hedges			Unrealized gains (losses) on foreign currency translation			Total

Beginning balance	$	(81	)	$	75		$	(287	)	$	(293	)
Other comprehensive income (loss) before reclassifications		45			655			133			833
Losses (gains) reclassified from accumulated other comprehensive income (loss)		1			(421	)		-			(420	)
Net current period other comprehensive income (loss)		46			234			133			413

Ending balance	$	(35	)	$	309		$	(154	)	$	120

The following table provides details about reclassifications out of accumulated other comprehensive income (loss):

Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)				Affected Line Item in the Statements of Income
	Three months ended September 30,
	2017		2016
	(unaudited)
Unrealized gains on cash flow hedges, net	$	-	$	32	Cost of revenues
		-		152	Research and development, net
		-		39	Sales and marketing
		-		31	General and administrative

		-		254	Total, before income taxes

		-		-	Taxes on income (benefit)

	$	-	$	254	Total, net of income taxes

F - 13

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 1:-

GENERAL (Cont.)

The following table provides details about reclassifications out of accumulated other comprehensive income (loss):

~~Details about Accumulated~~ ~~Other Comprehensive~~ ~~Income (Loss) Components~~	~~Amount~~ ~~Reclassified from~~ ~~Accumulated Other~~ ~~Comprehensive~~ ~~Income (Loss)~~		~~Affected Line Item in the~~ ~~Statements of Operations~~
	~~Three months ended~~
	~~March 31, 2017~~

~~Unrealized gains on cash flow hedges, net~~		58	~~Cost of revenues~~
		~~207~~	~~Research and development~~
		59	~~Sales and marketing~~
		71	~~General and administrative~~

		~~395~~	~~Total, before income taxes~~

		-	~~Income tax expense (benefit)~~

		~~395~~	~~Total, net of income taxes~~

~~For the three months period, ended March 31, 2016 (unaudited), $33 was reclassified from accumulated other comprehensive income.~~

Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)						Affected Line Item in the Statements of Income
	Nine months ended September 30,
	2017			2016
	(unaudited)
Unrealized gains on cash flow hedges, net	$	-		$	(1	)	Financial income
		166			62		Cost of revenues
		570			267		Research and development, net
		151			72		Sales and marketing
		153			53		General and administrative

		1,040			453		Total, before income taxes

		(46	)		(33	)	Taxes on income (benefit)

	$	994		$	420		Total, net of income taxes

NOTE 2:-

INVENTORIES

	March 31, 2017		December 31, 2016		September 30, 2017		December 31, 2016
	(unaudited)				(unaudited)

Raw materials	$	13,632	$	10,053	$	18,476	$	10,053
Finished goods		47,281		57,310		43,880		57,310

	$	60,913	$	67,363	$	62,356	$	67,363

F - 1314

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 3:-

WARRANTY OBLIGATIONS

Changes in the ~~Company’s~~Company's product warranty liability for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016 were as follows:

	Three months ended March 31,						Nine months ended September 30,
	2017			2016			2017			2016
	(unaudited)						(unaudited)

Balance, at beginning of period	$	58,375		$	40,894		$	58,375		$	40,894
Additions and adjustments to cost of revenues		5,498			8,002			23,758			24,441
Usage and current warranty expenses		(2,748	)		(2,237	)		(10,566	)		(8,927	)

Balance, at end of period		61,125			46,659			71,567			56,408
Less current portion		(12,895	)		(13,510	)		(12,942	)		(15,103	)

Long term portion	$	48,230		$	33,149		$	58,625		$	41,305

NOTE 4:-

FAIR VALUE MEASUREMENTS

The Company applies ASC 820 (“("Fair Value Measurements and ~~Disclosures”~~Disclosures"), with respect to fair value measurements of all financial assets and liabilities.

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

A three-tiered fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Level 1-

Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2-

Include other inputs that are directly or indirectly observable in the marketplace.

Level 3-

Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

F - 1415

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 4:-

FAIR VALUE MEASUREMENTS (Cont.)

The following table sets forth the ~~Company’s~~Company's assets and liabilities that were measured at fair value as of ~~March 31,~~September 30, 2017 (unaudited) by level within the fair value hierarchy:

Balance as of Fair value measurements
Description
March 31,
2017
Level 1 Level 2 Level 3

Cash equivalents:
Money market mutual funds $ 8,747 $ 8,747 - -

Derivative instruments asset $ 579 - $ 579 -

Short-term marketable securities:
Corporate bonds $ 76,042 - $ 76,042 -
Governmental bonds $ 5,758 - $ 5,758 -

Long-term marketable securities:
Corporate bonds $ 40,901 - $ 40,901 -
Governmental bonds $ 3,992 - $ 3,992 -

	Balance as of			Fair value measurements
Description	September 30, 2017			Level 1		Level 2			Level 3
Assets:
Cash equivalents:
Money market mutual funds	$	11,669		$	11,669		-			-

Foreign exchange option contracts not designated as hedging instruments	$	1			-	$	1			-

Short-term marketable securities:
Corporate bonds	$	74,743			-	$	74,743			-
Governmental bonds	$	6,745			-	$	6,745			-

Long-term marketable securities:
Corporate bonds	$	66,256			-	$	66,256			-
Governmental bonds	$	6,095			-	$	6,095			-

Liabilities:
Foreign exchange option contracts not designated as hedging instruments	$	(301	)		-	$	(301	)		-
Foreign exchange forward contracts not designated as hedging instruments	$	(107	)		-	$	(107	)		-

~~The following table sets forth the Company’s assets that were measured at fair value as of December 31, 2016 by level within the fair value hierarchy:~~

Balance as of Fair value measurements
Description
December 31,
2016
Level 1 Level 2 Level 3

Cash equivalents:
Money market mutual funds $ 6,510 $ 6,510 - -

Derivative instruments asset $ 19 - $ 19 -

Short-term marketable securities:
Corporate bonds $ 71,719 - $ 71,719 -
Governmental bonds $ 2,746 - $ 2,746 -

Long-term marketable securities:
Corporate bonds $ 39,279 - $ 39,279 -
Governmental bonds $ 4,983 - $ 4,983 -

F - 1516

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 4:-

FAIR VALUE MEASUREMENTS (Cont.)

The following table sets forth the Company's assets that were measured at fair value as of December 31, 2016 by level within the fair value hierarchy:

	Balance as of		Fair value measurements
Description	December 31, 2016		Level 1		Level 2		Level 3

Cash equivalents:
Money market mutual funds	$	6,510	$	6,510		-		-

Derivative instruments asset	$	19		-	$	19		-

Short-term marketable securities:
Corporate bonds	$	71,719		-	$	71,719		-
Governmental bonds	$	2,746		-	$	2,746		-

Long-term marketable securities:
Corporate bonds	$	39,279		-	$	39,279		-
Governmental bonds	$	4,983		-	$	4,983		-

In addition to the assets and liabilities described above, the ~~Company’s~~Company's financial instruments also include cash and cash equivalents, restricted and short-term deposits, trade receivables, other accounts receivable, trade payables, accrued expenses and other payables. The fair value of these financial instruments was not materially different from their carrying values on ~~March 31,~~September 30, 2017 due to the short-term maturity of these instruments.

NOTE 5:-

COMMITMENTS AND CONTINGENT LIABILITIES

Guarantees:

As of ~~March 31,~~September 30, 2017 (unaudited), contingent liabilities exist regarding guarantees in the amount of ~~$831, $55~~$1,134, $57 and ~~$176~~$181 in respect of office rent lease agreements, customs transactions and credit card limits, respectively.

Royalty and Governmental commitments:

As of March 31, 2017 (unaudited), the aggregate contingent liability to the Binational Industrial Research and Development Foundation (BIRD‑F) amounted to approximately $1,158 which amount would be payable by the Company if it ever did generate revenues from such project.

The ~~Company’s~~Company's Israeli subsidiary receives research and development grants from the ~~Office of the Chief Scientist~~Israel Innovation Authority (the ~~OCS)~~IIA). In consideration for the research and development grants received from the ~~OCS,~~IIA, the Company has undertaken to pay royalties as a percentage of revenues from products developed from research and development projects financed. If the Company will not generate sales of products developed with funds provided by the ~~OCS,~~IIA, the Company is not obligated to pay royalties or repay the grants.

F - 17

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 5:-

COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

Royalties are payable at the rate of 4% to 4.5% from the time of commencement of sales of all of these products until the cumulative amount of the royalties paid equals 100% of the dollar-linked amounts of the grants received, plus interest at LIBOR rate.

As of ~~March 31,~~September 30, 2017 (unaudited), the ~~aggregate contingent liability to the OCS amounted to $477.~~Company redeemed all obligations and no provision was recorded.

Contractual purchase obligations:

The Company has contractual obligations to purchase goods and raw materials. These contractual purchase obligations relate to inventories held by contract manufacturers and purchase orders initiated by the contract manufacturers and suppliers, which cannot be canceled without penalty. The Company utilizes third parties to manufacture its products. In addition, it acquires raw materials or other goods and services, including product components, by issuing to suppliers authorizations to purchase based on its projected demand and manufacturing needs.

~~F - 16~~

~~SOLAREDGE TECHNOLOGIES, INC.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~U.S. dollars in thousands (except share and per share data)~~

~~NOTE 5:-~~

~~COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)~~

As of ~~March 31,~~September 30, 2017 (unaudited), the Company had non-cancelable purchase obligations totaling approximately ~~$77,542~~$158,018 out of which the Company already recorded a provision for loss in the amount of ~~$1,207.~~$1,086.

Legal claims:

From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. These accruals are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter.

NOTE 6:-

STOCK CAPITAL

Common Stock:

Authorized

Issued and outstanding

Number of shares

September 30,

2017

December 31,

2016

September 30,

2017

December 31,

2016

(unaudited)

Stock of $0.0001 par value:

Common stock

125,000,000

42,862,712

41,259,391

Authorized Issued and outstanding
Number of shares

March 31,
2017

December 31,
2016

March 31,
2017

December 31,
2016

(unaudited) (unaudited)
Stock of $0.0001 par value:
Common stock 125,000,000 125,000,000 41,532,545 41,259,391

F - 18

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 6:-

STOCK CAPITAL (Cont.)

Stock Incentive plans:

The ~~Company’s~~Company's 2007 Global Incentive Plan (the ~~“2007 Plan”~~"2007 Plan") was adopted by the board of directors on August 30, 2007. On March 31, 2015, once the Company completed its Initial Public Offering ~~(“IPO”~~("IPO"), the 2007 Plan has been terminated and no further awards will be granted thereunder. All outstanding awards will continue to be governed by their existing terms and 379,358 available options for future grant were transferred to the ~~Company’s~~Company's 2015 Global Incentive Plan (the ~~“2015 Plan”~~"2015 Plan") and are reserved for future issuances under the 2015 plan.

The 2015 Plan became effective upon the consummation of the IPO. The 2015 Plan provides for the grant of options, RSUs and other share-based awards to directors, employees, officers and consultants of the Company and its Subsidiaries. As of ~~March 31,~~September 30, 2017 (unaudited), a total of 5,890,087 (unaudited) shares of common stock were reserved for issuance under the 2015 Plan (the ~~“Share Reserve”~~"Share Reserve").

The Share Reserve will automatically increase on January 1st of each year during the term of the 2015 Plan commencing on January 1st of the year following the year in which the 2015 Plan becomes effective in an amount equal to five percent (5%) of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year; provided, however, that our board of directors may provide that there will not be a January 1st increase in the Share Reserve in a given year or that the increase will be less than five percent (5%) of the shares of capital stock outstanding on the preceding December 31st.

The aggregate maximum number of shares of common stock that may be issued on the exercise of incentive stock options is ten million (10,000,000).

As of September 30, 2017 (unaudited), an aggregate of 2,583,240 shares of common stock are still available for future grant under the 2015 Plan.

F - 1719

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 6:-

STOCK CAPITAL (Cont.)

~~The aggregate maximum number of shares of common stock that may be issued on the exercise of incentive stock options is ten million (10,000,000).~~

~~As of March 31, 2017 (unaudited), an aggregate of 2,686,604 shares of common stock are still available for future grant under the 2015 Plan.~~

Options granted to employees and members of the board of directors:

A summary of the activity in the share options granted to employees and members of the board of directors for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 (unaudited) and related information follows:

						Weighted									Weighted
						average									average
	Number			Weighted		remaining							Weighted		remaining
	of			average		contractual		Aggregate		Number			average		contractual		Aggregate
	Options /			exercise		term		intrinsic		of			exercise		term		intrinsic
	RSUs			price		in years		Value		Options			price		in years		Value

Outstanding as of December 31, 2016		4,864,469			5.05		6.24		39,585		4,864,469			5.05		6.24	$	39,585
Granted		445,680			14.64						445,680			14.64
Exercised		(118,698	)		2.91						(1,077,256	)		2.48
Forfeited or expired		(5,364	)		4.50						(8,919	)		5.18
Outstanding as of March 31, 2017		5,186,087			5.93		6.35		52,626
Outstanding as of September 30, 2017											4,223,974			6.72		6.33	$	92,201

Vested and expected to vest as of March 31, 2017		5,056,663			5.83		6.31		51,749
Vested and expected to vest as of September 30, 2017											4,123,214			6.63		6.30	$	90,365

Exercisable as of March 31, 2017		3,450,219			3.73		5.31		41,823
Exercisable as of September 30, 2017											2,889,086			4.79		5.54	$	68,653

The aggregate intrinsic value represents the total intrinsic value (the difference between the fair value of the ~~Company’s~~Company's common stock as of the last day of each period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on the last day of each period. The total intrinsic value of options exercised during the ~~three~~nine months ended on ~~March 31,~~September 30, 2017 (unaudited) was ~~$1,419.~~

~~F - 18~~$22,678.

~~SOLAREDGE TECHNOLOGIES, INC.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~U.S. dollars in thousands (except share and per share data)~~

~~NOTE 6:-~~

~~STOCK CAPITAL (Cont.)~~

The weighted average grant date fair values of options granted to employees and executive directors during the ~~three~~nine months ended ~~March 31,~~September 30, 2017 (unaudited) was $7.94.

A summary of the activity in the RSUs granted to employees and members of the board of directors for the ~~three~~nine months ended September 30~~March 31,~~, 2017 (unaudited) is as follows:

	No. of RSUs			Weighted average grant date fair value		No. of RSUs			Weighted average grant date fair value
Unvested as of December 31, 2016		1,515,018			19.74		1,515,018		$	19.74
Granted		471,973			14.61		628,210			16.39
Vested		(144,372	)		21.74		(403,668	)		20.59
Forfeited		(39,219	)		18.21		(91,779	)		17.86
Unvested as of March 31, 2017		1,803,400			18.34
Unvested as of September 30, 2017							1,647,781		$	18.27

F - 20

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 6:-

STOCK CAPITAL (Cont.)

e. Options and RSUs issued to non-employee consultants:

The Company has granted options and RSUs to purchase common shares to non-employee consultants as of ~~March 31,~~September 30, 2017 (unaudited) as follows:

	Outstanding				Exercisable			Outstanding				Exercisable
	as of				as of			as of				as of
Issuance	March 31,		Exercise		March 31,		Exercisable	September 30,		Exercise		September 30,		Exercisable
Date	2017		price		2017		Through	2017		price		2017		Through

July 31, 2008		33,333		0.87		33,333	July 31, 2018		33,333	$	0.87		33,333	July 31, 2018
October 24, 2012		3,000		2.46		3,000	October 24, 2022		2,000		2.46		2,000	October 24, 2022
January 23, 2013		3,333		3.03		3,333	January 23, 2023		3,333		3.03		3,333	January 23, 2023
January 27, 2014		2,748		3.51		1,443	January 27, 2024		1,228		3.51		506	January 27, 2024
May 1, 2014		3,250		3.51		1,917	May 1, 2024		2,000		3.51		1,750	May 1, 2024
September 17, 2014		9,615		3.96		6,284	September 17, 2024		6,498		3.96		5,040	September 17, 2024
October 29, 2014		3,668		5.01		222	October 29, 2024		3,335		5.01		557	October 29, 2024
August 19, 2015		15,940		0.00		-			12,167		0.00		-
November 8, 2015		2,230		0.00		-			1,709		0.00		-
April 18, 2016		1,875		0.00		-			1,459		0.00		-
July 11, 2016		2,001		0.00		-			1,667		0.00		-
September 21, 2016		4,000		15.34		500	September 21, 2026		4,000		15.34		1,000	September 21, 2026
September 21, 2016		6,125		0.00		-			5,250		0.00		-
March 15, 2017		8,000		0.00		-			7,500		0.00		-
March 15, 2017		8,000		13.70		-	March 15, 2027		8,000		13.70		500	March 15, 2027
March 27, 2017		4,000		0.00		-			4,000	$	0.00		-

		111,118				50,032			97,479				48,019

The Company had accounted for its options and RSUs granted to non-employee consultants under the fair value method of ASC 505-50.

~~F - 19~~

~~SOLAREDGE TECHNOLOGIES, INC.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~U.S. dollars in thousands (except share and per share data)~~

~~NOTE 6:-~~

~~STOCK CAPITAL (Cont.)~~

In connection with the grant of stock options and RSUs to non‑employee consultants, the Company recorded stock compensation expenses in the ~~three~~nine months ended ~~March 31,~~September 30, 2017 (unaudited) and 2016 (unaudited) in the amounts ~~$127~~$582 and ~~$91,~~$195, respectively.

Employee Stock Purchase Plan ~~(“ESPP”~~("ESPP"):

The Company adopted an Employee Stock Purchase Plan (the ~~“ESPP”~~"ESPP") effective upon the consummation of the IPO. As of ~~March 31,~~September 30, 2017 (unaudited), a total of 1,301,154 shares were reserved for issuance under this plan. The number of shares of common stock reserved for issuance under the ESPP will increase automatically on January 1st of each year, for ten years, by the lesser of 1% of the total number of shares of the ~~Company’s~~Company's common stock outstanding on December 31st of the preceding calendar year or 487,643 shares. However, the ~~Company’s~~Company's board of directors may reduce the amount of the increase in any particular year at their discretion, including a reduction to zero.

F - 21

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 6:-

STOCK CAPITAL (Cont.)

The ESPP is implemented through an offering every six months. According to the ESPP, eligible employees may use up to 10% of their salaries to purchase common stock shares up to an aggregate limit of $10 per participant for every six months plan. The price of an ordinary share purchased under the ESPP is equal to 85% of the lower of the fair market value of the ordinary share on the subscription date of each offering period or on the purchase ~~date~~date.

As of ~~March 31,~~September 30, 2017 (unaudited), ~~83,319~~185,173 common stock shares had been purchased under the ESPP.

As of ~~March 31,~~September 30, 2017 (unaudited), ~~1,217,835~~1,115,981 common stock shares were available for future issuance under the ESPP.

In accordance with ASC No. 718, the ESPP is compensatory and as such results in recognition of compensation cost.

~~F - 20~~

~~SOLAREDGE TECHNOLOGIES, INC.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~U.S. dollars in thousands (except share and per share data)~~

~~NOTE 6:-~~

~~STOCK CAPITAL (Cont.)~~

Stock-based compensation expense for employees and consultants:

The Company recognized stock-based compensation expenses related to stock options and RSUs granted to employees and non-employees and ESPP in the condensed consolidated statement of operations for the three and nine months ended on ~~March 31,~~September 30, 2017 (unaudited) and 2016 (unaudited), as follows:

					Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31, 2017		Three months ended March 31, 2016		2017		2016		2017		2016

Cost of revenues	$	493	$	246	$	538	$	384	$	1,548	$	940
Research and development		1,205		724		1,423		927		3,908		2,398
Selling and marketing		1,030		842		1,439		850		3,673		2,422
General and administrative		884		819		1,137		939		3,054		2,372

Total stock-based compensation expense	$	3,612	$	2,631	$	4,537	$	3,100	$	12,183	$	8,132

As of ~~March 31,~~September 30, 2017 (unaudited), there was a total unrecognized compensation expense of ~~$42,557~~$37,860 related to non‑vested equity‑based compensation arrangements granted under the ~~Company’s~~Company's Plans. These expenses are expected to be recognized during the period from ~~Oct~~October 1, ~~2016~~2017 through ~~May~~August 31, 2021.

F - 22

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 7:-

BASIC AND DILUTED NET EARNINGS PER SHARE

Basic net earnings per share is computed by dividing the net earnings by the weighted-average number of shares of common stock outstanding during the period.

The total weighted average number of shares related to the outstanding stock options, excluded from the calculation of diluted net earnings per share due to their anti-dilutive effect was ~~590,115 and 0~~235,845 for the three months ended ~~March 31,~~September 30, 2016 (unaudited).

No shares related to the outstanding stock options, were excluded from the calculation of diluted net earnings per share for the three months ended September 30, 2017 (unaudited).

The total weighted average number of shares related to the outstanding stock options, excluded from the calculation of diluted net earnings per share due to their anti-dilutive effect was 263,355 and 87,281 for the nine months ended September 30, 2017 (unaudited) and 2016 (unaudited), respectively.

~~F - 21~~

~~SOLAREDGE TECHNOLOGIES, INC.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~U.S. dollars in thousands (except share and per share data)~~

~~NOTE 7:-~~

~~BASIC AND DILUTED NET EARNINGS PER SHARE (Cont.)~~

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

	Three months ended March 31,				Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016		2017		2016
	(unaudited)				(unaudited)				(unaudited)
Numerator:
Net income		14,175		20,799		27,971		15,616		64,670		53,688

Denominator:
Shares used in computing net earnings per share of common stock, basic		41,348,225		40,362,093		42,433,648		40,926,887		41,831,400		40,691,402
Effect of stock-based awards		2,489,280		4,215,808		3,697,908		3,068,340		3,106,127		3,657,059
Shares used in computing net earnings per share of common stock, diluted		43,837,505		44,577,901		46,131,556		43,995,227		44,937,527		44,348,461

Basic net income per share	$	0.34	$	0.52	$	0.66	$	0.38	$	1.55	$	1.32
Diluted net income per share	$	0.32	$	0.47	$	0.61	$	0.35	$	1.44	$	1.21

NOTE 8:- INCOME TAXES

Corporate tax in Israel:

On May 28, 2017, the Israeli government legislated new regulations regarding the "Preferred Technological Enterprise" regime, under which a company that complies with certain criteria is entitled to lower corporate tax rates. The Company expects that its operations in Israel will comply with the criteria of the Preferred Technological Enterprise regime. Therefore, the Company will utilize the tax benefits under this regime after the end of the utilization of the current zero corporate tax rate benefit period under its Approved and Beneficiary Enterprise status. Under the new legislation, the Company's taxable income will be subject to a corporate tax rate of 12%.

F - 23

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 8:- INCOME TAXES (Cont.)

Taxes on income (tax benefit) are comprised as follows:

Three months ended
March 31,

2017 2016
Unaudited

Current year taxes $ 1,069 $
1,069

Deferred tax income and others (1,830 ) (100 )

Taxes on income (tax benefit) $ (761 ) $
969

	Three months ended September 30,					Nine months ended September 30,
	2017			2016		2017			2016
	(unaudited)					(unaudited)

Current year taxes	$	878		$	835	$	2,906		$	1,741
Deferred tax income and others		(787	)		2,179		(3,390	)		2,326

Taxes on income (tax benefit)	$	91		$	3,014	$	(484	)	$	4,067

b.c.

Deferred income taxes:

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

~~F - 22~~

~~SOLAREDGE TECHNOLOGIES, INC.~~

~~AND ITS SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~U.S. dollars in thousands (except share and per share data)~~

~~NOTE 8:-~~ ~~INCOME TAXES (Cont.)~~

Significant components of the ~~Company’s~~Company's deferred tax liabilities and assets are as follows:

	March 31,		December 31,		September 30,		December 31,
	2017		2016		2017		2016
	(Unaudited)				(Unaudited)

Assets in respect of:

Research and Development carryforward expenses- temporary differences	$	1,792	$	908	$	2,934	$	908
Stock based compensation		1,279		1,039		1,528		1,039
Other reserves		1,013		868		1,360		868

Net deferred tax assets	$	4,084	$	2,815	$	5,822	$	2,815

During fiscal year 2016, the Company determined that the positive evidence outweighs the negative evidence for deferred tax assets and concluded that these deferred tax assets are realizable on a "more likely than not" basis. This determination was mainly due to expected future results of positive operations and earnings history.

c.d.

Uncertain tax positions:

The Company recognized a total liability for uncertain tax positions in the amount of ~~$264~~$471 as of ~~March 31,~~September 30, 2017.

F - 24

SOLAREDGE TECHNOLOGIES, INC.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands (except share and per share data)

NOTE 9:-

CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

For the three month period ended ~~March 31,~~September 30, 2017 ~~(unaudited) and 2016~~ (unaudited), the Company had ~~one and~~ two major customers that accounted for ~~12.74% and 26.71%~~21.60% of its ~~condensed~~consolidated revenues. For the three month period ended September 30, 2016 (unaudited) the Company had one major customer that accounted for 12.38% of its consolidated revenues.

For the nine month period ended September 30, 2017 (unaudited) and 2016 (unaudited), the Company had one major customer that accounted for 12.48% and 12.40% of its consolidated revenues, respectively.

As of ~~March 31,~~September 30, 2017, (unaudited)~~, one customer~~ two customers accounted for approximately ~~16.57% of the Company’s net accounts receivable~~31.19% and as of December 31, 2016, ~~three major customers~~one customer accounted for approximately 20.15%, of the ~~Company’s~~Company's net accounts ~~receivable.~~receivable, respectively.

F - 2325

ITEM 2 ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Statements contained in this Form 10-Q or statements incorporated by reference from documents we have filed with the Securities and Exchange Commission may contain forward-looking statements that are based on our ~~management's~~management’s expectations, estimates, projections, beliefs and assumptions in accordance with information currently available to our management. Forward-looking statements should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in Part 1, Item 1 of this report. This discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, new products and services, financing and investment plans, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as ~~"anticipate," "believe," "could," "seek," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would"~~“anticipate,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

~~Forward looking~~Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the ~~forward looking~~forward-looking statements. Given these uncertainties, you should not place undue reliance on forward looking statements. Also, ~~forward looking~~forward-looking statements represent our ~~management's~~management’s beliefs and assumptions only as of the date of this filing. Important factors that could cause actual results to differ materially from our expectations include:

our limited history of profitability, which may not continue in the future;

our limited operating history, which makes it difficult to predict future results;

future demand for solar energy solutions;

changes to net metering policies or the reduction, elimination or expiration of government subsidies and economic incentives for on‑grid solar electricity applications;

Regulatory uncertainty in the ~~results of the 2016~~ U.S. ~~presidential~~ and ~~congressional elections may create regulatory uncertainty for~~in other regions in which we sell our products,with respect to the clean energy sector ~~and~~(including the solar energy sector in ~~particular~~particular), including but not limited to, uncertainties arising out of the U.S withdrawal from the Paris Climate Accord and ~~may materially harm our business, financial condition~~potential changes in trade policies between the United States and ~~results of operations;~~China;

changes in, or uncertainty with respect to, import tariffs imposed by the U.S. on certain non-U.S. manufacturers with respect to imported solar cells and modules;

federal, state and local regulations governing the electric utility industry with respect to solar energy;

the retail price of electricity derived from the utility grid or alternative energy sources;

interest rates and supply of capital in the global financial markets in general and in the solar market specifically;

competition, including introductions of power optimizer, inverter and solar PV system monitoring products by our competitors;

developments in alternative technologies or improvements in distributed solar energy generation;

historic cyclicality of the solar industry and periodic downturns;

defects or performance problems in our products;

our ability to forecast demand for our products accurately and to match production with demand;

our dependence on ocean transportation to deliver our products in a cost effective manner;

we depend on two contract manufacturers and several limited or single source component suppliers; we have recently entered into an agreement with an ~~additioinal~~additional contract manufacturer and are in the process of ramping up manufacturing with the new manufacturer. During this ramp up period we will mainly rely on one contract manufacturer;

capacity constraints, delivery schedules, manufacturing yields and costs of our contract manufacturers and availability of components;

delays, disruptions and quality control problems in manufacturing;

shortages, delays, price changes or cessation of operations or production affecting our suppliers of key components;

business practices and regulatory compliance of our raw material suppliers;

performance of distributors and large installers in selling our products;

our ~~customer's~~customer’s financial stability, creditworthiness and debt leverage ratio;

our ability to retain key personnel and attract additional qualified personnel;

our ability to effectively design, launch, market and sell new generations of our products and services;

our ability to maintain our brand and to protect and defend our intellectual property;

our ability to retain, and events affecting, our major customers;

our ability to manage effectively the growth of our organization and expansion into new markets;

fluctuations in currency exchange rates;

unrest, terrorism or armed conflict in Israel;

general economic conditions in our domestic and international markets; ~~and~~

consolidation in the solar industry among our customers and distributors; and

the other factors set forth under ~~"Item~~“Item 1A. Risk ~~Factors"~~Factors” in ~~"Part~~“Part II-OTHER ~~INFORMATION"~~INFORMATION” section of this report.

Except as required by law, we assume no obligation to update these ~~forward‑~~forward looking statements, or to update the reasons actual results could differ materially from those anticipated in these ~~forward‑~~forward looking statements, even if new information becomes available in the future.

Overview

We have invented an intelligent inverter solution that has changed the way power is harvested and managed in a solar photovoltaic ~~("PV"~~(“PV”) system. Our direct current ~~("DC"~~(“DC”) optimized inverter system is designed to maximize power generation at the individual PV module level while lowering the cost of energy produced by the solar PV system and providing comprehensive and advanced safety features. ~~Our systems allow for superior power harvesting and module management by deploying~~Supporting increased PV proliferation, our system consists of power optimizers, ~~at each PV module while maintaining~~inverters, communication and smart energy management solutions, and a ~~competitive system cost by using a simplified DC AC inverter. Our systems are monitored through our~~ cloud-based monitoring ~~platform that enables lower system operating~~platform. Our solutions address a broad range of solar market segments, from residential solar installations to commercial and ~~maintenance ("O&M") costs.~~small utility-scale solar installations. We believe that these benefits, along with our comprehensive and advanced safety features, are highly valued by our customers.

Our revenues for the three months ended ~~March 31,~~September 30, 2017 and 2016 were ~~$115.1~~$166.6 million and ~~$125.2~~$128.5 million, respectively. Gross margin was ~~33.6%~~34.9% and ~~32.5%~~32.6% for the three months ended ~~March 31,~~September 30, 2017 and 2016, respectively. Net income was ~~$14.2~~$28.0 million and ~~$20.8~~$15.6 million for the three months ended ~~March 31,~~September 30, 2017 and 2016, respectively.

Our revenues for the nine months ended September 30, 2017 and 2016 were $417.7 million and $378.4 million, respectively. Gross margin was 34.4% and 32.2% for the nine months ended September 30, 2017 and 2016, respectively. Net income was $64.7 million and $53.7 million for the nine months ended September 30, 2017 and 2016, respectively.

As of ~~March 31,~~September 30, 2017, we have shipped approximately ~~16.8~~20.6 million power optimizers and ~~691,000~~856,000 inverters. Approximately ~~427,000~~492,000 installations, many of which may include multiple inverters, are currently connected to, and monitored through, our cloud‑based monitoring platform. As of ~~March 31,~~September 30, 2017, we have shipped approximately ~~4.7~~5.9 GW of our DC optimized inverter systems. Our products are sold in approximately 5347 countries, and are installed in solar PV systems in ~~100~~more than 120 countries.

~~As of March 31, 2017, approximately 241,000 indirect customers had registered with us through our cloud‑based monitoring platform.~~

Key Operating Metrics

In managing our business and assessing financial performance, we supplement the information provided by the financial statements with other operating metrics. These operating metrics are utilized by our management to evaluate our business, measure our performance, identify trends affecting our business and formulate projections. We use metrics relating to shipments (inverters shipped, power optimizers shipped and megawatts shipped) to evaluate our sales performance and to track market acceptance of our products. We use metrics relating to monitoring (systems monitored) to evaluate market acceptance of our products and usage of our solution.

We provide the ~~"megawatts shipped"~~“megawatts shipped” metric, which is calculated based on nameplate capacity shipped, to show adoption of our system on a nameplate capacity basis. Nameplate capacity shipped is the maximum rated power output capacity of an inverter and corresponds to our financial results in that higher total capacities shipped are generally associated with higher total revenues. However, revenues increase with each additional unit, not necessarily each additional MW of capacity, sold. Accordingly, we also provide the ~~"inverters shipped"~~“inverters shipped” and ~~"power~~“power optimizers ~~shipped"~~shipped” operating metrics.

	Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016		2017		2016
Inverters shipped		57,761		52,333		89,737		63,360		222,518		173,674
Power optimizers shipped		1,469,677		1,417,469		2,041,115		1,645,708		5,285,272		4,550,570
Megawatts shipped (1)		455		416		676		466		1,695		1,310

~~——————~~

(1)	Calculated based on the aggregate nameplate capacity of inverters shipped during the applicable period. Nameplate capacity is the maximum rated power output capacity of an inverter as specified by the manufacturer.

Results of Operations

The results of operations presented below should be reviewed in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this report.

The following table sets forth selected consolidated statements of operations data for each of the periods indicated.

	Three Months Ended March 31,					Three Months Ended September 30,				Nine Months Ended September 30,
	2017			2016		2017		2016		2017			2016
	(In thousands)					(In thousands)				(In thousands)
Revenues	$	115,054		$	125,205	$	166,552	$	128,484	$	417,705		$	378,441
Cost of revenues		76,378			84,471		108,498		86,609		273,909			256,719
Gross profit		38,676			40,734		58,054		41,875		143,796			121,722
Operating expenses:
Research and development, net		11,458			8,709		14,363		9,935		38,546			27,876
Sales and marketing		10,775			8,826		13,217		10,036		35,953			27,792
General and administrative		4,439			3,460		5,078		3,664		12,782			10,191
Total operating expenses		26,672			20,995		32,658		23,635		87,281			65,859
Operating income		12,004			19,739		25,396		18,240		56,515			55,863
Financial income, net		1,410			2,029		2,666		390		7,671			1,892
Income before taxes on income		13,414			21,768		28,062		18,630		64,186			57,755
Taxes on income (tax benefit)		(761	)		969		91		3,014		(484	)		4,067
Net income	$	14,175		$	20,799	$	27,971	$	15,616	$	64,670		$	53,688

Comparison of the Three Months Ended ~~March 31,~~September 30, 2017 and 2016

Revenues

Three Months Ended
March 31,

Three Months Ended
March,
2016 to 2017

2017 2016 Change
(in thousands)
Revenues
$ 115,054 $ 125,205 $ (10,151 ) (8.1 )%

	Three Months Ended September 30,				Three Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
Revenues	$	166,552	$	128,484	$	38,068	29.6	%

Revenues ~~decreased~~increased by ~~$10.2~~$38.1 million, or ~~8.1%~~29.6%, for the three months ended ~~March 31,~~September 30, 2017, as compared to the three months ended ~~March 31,~~September 30, 2016, ~~primarily~~ due to ~~reduced~~an increase in the number of units sold outside of the U.S. Specifically, non-U.S. revenues comprised 51% of our revenues in the ~~U.S. market prompted by an average selling price erosion and a general slowdown in US residential installations~~three months ended September 30, 2017 as compared to 33% in the ~~quarter~~three months ended ~~March 31, 2017.~~September 30, 2016, with significant growth in revenues coming from Germany and the Netherlands as well as from non-U.S. markets outside of Europe The number of power optimizers sold ~~remained stable~~increased by approximately 0.4 million units, or 24.8%, from approximately 1.6 million units in the three months ended ~~March 31, 2017 compared~~September 30, 2016 to approximately 2.0 million units in the three months ended ~~March 31, 2016.~~September 30, 2017. The number of inverters sold increased by approximately ~~3,200~~23,800 units, or ~~5.9%~~37.2%, from approximately ~~54,500~~64,000 units in the three months ended ~~March 31,~~September 30, 2016 to approximately ~~57,700~~87,800 units in the three months ended ~~March 31,~~September 30, 2017. Our blended average selling price per watt for units shipped decreased by $~~0.043~~,$0.02, or ~~14.2%~~7.3%, in the three months ended ~~March 31,~~September 30, 2017 as compared to the three months ended ~~March 31,~~September 30, 2016, primarily due toto: (i) an increase in sales of commercial products that are characterized by lower average selling prices per watt; (ii) price erosion in the overall inverter market; and (iii) a change in our customer mix, which includes a higher portion of sales to large customers to whom we provide volume discounts.

Cost of Revenues and Gross Profit

	Three Months Ended September 30,				Three Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
Cost of revenues	$	108,498	$	86,609	$	21,889	25.3	%
Gross profit	$	58,054	$	41,875	$	16,179	38.6	%

Cost of revenues increased by $21.9 million, or 25.3%, in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to: (i) an increase in the volume of products sold; (ii) increased warranty expenses and warranty accruals of $1.9 million associated with the rapid increase in our install base; (iii) increased shipment and logistical costs of $3.9 million attributed, in part to the growth in volumes shipped, and to an increase in air shipments caused by industry wide component shortages; (iv) increased personnel-related costs of $2.2 million connected to the expansion of our operations and increased support headcount which is growing in parallel with our growing install base worldwide. Gross profit as a percentage of revenue increased from 32.6%, in the three months ended September 30, 2016, to 34.9%, in the three months ended September 30, 2017, primarily due to reductions in per unit production costs that exceeded price erosion of our products, increased efficiency in our supply chain and general economies of scale in our personnel-related costs and other costs associated with our support and operations departments.

Operating Expenses:

Research and Development, Net

	Three Months Ended September 30,				Three Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
Research and development, net	$	14,363	$	9,935	$	4,428	44.6	%

Research and development, net increased by $4.4 million, or 44.6%, in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to an increase in personnel-related costs of $3.0 million resulting from an increase in our research and development headcount and salary adjustments. The increase in headcount reflects our continued investment in enhancing our existing products as well as activities associated with bringing new products to market. The increase is also attributed to: the use of external consultants; overhead costs; deprecation expenses; and materials consumption, which increased by $0.5 million, $0.4 million, $0.3 million and $0.2 million, respectively, in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016.

Sales and Marketing

	Three Months Ended September 30,				Three Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
Sales and marketing	$	13,217	$	10,036	$	3,181	31.7	%

Sales and marketing expenses increased by $3.2 million, or 31.7%, in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to an increase in personnel-related costs of $2.4 million related to an increase in headcount associated with supporting our sales in the U.S., Europe and Asia, as well as salary increases. In addition, expenses related to trade shows and marketing activities; other overhead costs and travel expenses; and expenses related to external consultants and sub-contractors, increased by $0.4 million, $0.3 million and $0.1 million, respectively, in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016.

General and Administrative

	Three Months Ended September 30,				Three Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
General and administrative	$	5,078	$	3,664	$	1,414	38.6	%

General and administrative expenses increased by $1.4 million, or 38.6%, in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to an increase in personnel-related costs of $0.8 million related to: (i) higher headcount in the legal, finance, human resources, and information system department functions required for a fast-growing public company; and (ii) increased expenses related to equity-based compensation. In addition, legal expenses increased by $0.8 million mainly due to legal proceedings initiated by us during the third quarter. This increase was offset by a decrease in costs related to the accrual of doubtful debts in the amount of $0.2 million in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016.

Financial income (expenses), net

	Three Months Ended September 30,				Three Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
Financial income, net	$	2,666	$	390	$	2,276	583.6	%

Financial income increased by $2.3 million, or 583.6%, in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to an increase of $2.3 million in foreign exchange fluctuations between the Euro and the New Israeli Shekel against the US Dollar in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016. In addition, financial income increased by $0.3 million due to an increase in interest income, net of accretion (amortization) of discount (premium) on marketable securities in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016. These increases in financial income were offset by an increase of $0.3 million in costs related to hedging transactions in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016.

Taxes on Income

	Three Months Ended September 30,				Three Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
Taxes on income	$	91	$	3,014	$	(2,923	)	(97.0	)%

Taxes on income decreased by $2.9 million in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, primarily due to an increase of $3.1 million in deferred tax assets in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016. This was offset by an increase of $0.2 million in current tax expenses in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016.

Net Income

	Three Months Ended September 30,				Three Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
Net income	$	27,971	$	15,616	$	12,355	79.1	%

As a result of the factors discussed above, net income increased by $12.4 million, or 79.1%, in the three months ended September 30, 2017, as compared to the three months ended September 30, 2016.

Comparison of the Nine Months Ended September 30, 2017 and 2016

Revenues

	Nine Months Ended September 30,				Nine Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
Revenues	$	417,705	$	378,441	$	39,264	10.4	%

Revenues increased by $39.3 million, or 10.4%, for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, due to an increase in the number of units sold primarily outside of the U.S. Specifically, revenues generated from outside the United States comprised 45.3% of our revenues for the nine months ended September 30, 2017, as compared to 34.2% for the nine months ended September 30, 2016.

The number of power optimizers sold increased by approximately 0.6 million units, or 13.9%, from approximately 4.6 million units in the nine months ended September 30, 2016, to approximately 5.2 million units in the nine months ended September 30, 2017. The number of inverters sold increased by approximately 40,900 units, or 23.2%, from approximately 176,400 units in the nine months ended September 30, 2016 to approximately 217,300 units in the nine months ended September 30, 2017. Our blended average selling price per watt for units shipped decreased by $0.03, or 10.5%, in the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, primarily due to: (i) increased volumes of commercial products that are characterized by lower average selling prices per watt; (ii) decreased prices in the overall inverter market; and (iii) a change in our customer mix, which included a higher portion of sales to large customers to whom we provide volume discounts.

Cost of Revenues and Gross Profit

	Three Months Ended March 31,				Three Months Ended March 31, 2016 to 2017					Nine Months Ended September 30,				Nine Months Ended September 30, 2016 to 2017
	2017		2016		Change					2017		2016		Change
	(in thousands)									(In thousands)
Cost of revenues	$	76,378	$	84,471	$	(8,093	)	(9.6	)%	$	273,909	$	256,719	$	17,190	6.7	%
Gross profit	$	38,676	$	40,734	$	(2,058	)	(5.1	)%	$	143,796	$	121,722	$	22,074	18.1	%

Cost of revenues ~~decreased~~increased by ~~$8.1~~$17.2 million, or ~~9.6%~~6.7%, in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2016, primarily due to (i) ~~reductions~~an increase in ~~per unit production costs;~~the volume of products sold ; (ii) ~~reductions derived from increased efficiency~~an increase in ~~our supply chain;~~shipment and logistical costs of $4.1 million attributed, in part to the growth in volumes shipped, and to an increase in the portion of air shipments used as a result of an industry wide component shortage; and (iii) ~~decreased warranty expenses derived from increased efficiency in our products quality and reduction in per unit cost of replaced faulty products. These decreases were partially offset by~~ an increase in personnel-related costs ~~resulting from an increase in~~of $6.1 million due to the expansion of our operations and increased support headcount ~~and increase of depreciation of machines and automated assembly lines~~.which is growing in parallel with our growing install base worldwide. Gross profit as a percentage of revenue increased from ~~32.5%~~32.2% in the ~~three~~nine months ended ~~March 31,~~September 30, 2016, to ~~33.6%~~34.4% in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, primarily due toto: (i) cost reductions in per unit ~~production~~product costs which exceeded price erosions of our products; (ii) increased efficiency in our supply chain due to our increased volumes; (iii) lower costs associated with our warranty and warranty provisions; and (iv) general economies of scale in our personnel-related costs and other costs associated with our support and operations departments.

710

Operating Expenses:

Research and Development, Net

Three Months Ended
March 31,

Three Months Ended
March 31,
2016 to 2017

2017 2016 Change
(in thousands)
Research and development, net
$ 11,458 $ 8,709 $ 2,749 31.6 %

	Nine Months Ended September 30,				Nine Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
Research and development, net	$	38,546	$	27,876	$	10,670	38.3	%

Research and development, net increased by ~~$2.7~~$10.7 million, or ~~31.6%~~38.3%, in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2016, primarily due to an increase in personnel-related costs of ~~$1.9~~$7.5 million ~~resulting from an increase in our research and development~~triggered by increased headcount. The increase in headcount reflects our continued investment in enhancing our existing products as well as ~~activities~~development associated with bringing new products to market. In addition, ~~the~~ use of ~~external consultants, deprecation expenses~~contractors and ~~materials~~subcontractors; depreciation of lab equipment; other directly related overhead and travels costs; and material consumption, increased by $~~0.5~~ $1.2 million, ~~$0.2~~$0.8 million, $0.7 million and ~~$0.1~~$0.5 million, respectively, in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2016.

Sales and Marketing

Three Months Ended
March 31,

Three Months Ended
March 31,
2016 to 2017

2017 2016 Change
(in thousands)
Sales and marketing
$ 10,775 $ 8,826 $ 1,949 22.1 %

	Nine Months Ended September 30,				Nine Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
Sales and marketing	$	35,953	$	27,792	$	8,161	29.4	%

Sales and marketing expenses increased by ~~$1.9~~$8.2 million, or ~~22.1%~~29.4%, in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2016, primarily due to an increase in personnel-related costs of ~~$1.4~~$6.2 million ~~related to~~resulting from an increase in headcount ~~associated with~~ supporting our ~~sales~~growth in the U.S., Europe and ~~Europe.~~Asia. In addition, expenses related to the use of contractors and subcontractors; trade shows and marketing ~~activities, expenses related to external consultants and sub-contractors and~~activities; expenses associated with our worldwide sales ~~offices,~~offices; other directly related overhead and travel expenses; and ~~other overhead costs~~depreciation, increased by ~~$0.2~~$0.7 million, $0.6 million, $0.4 million $0.2 million and $0.1 million, respectively, in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2016.

General and Administrative

Three Months
Ended
March 31,

Three Months
Ended
March 31,
2016 to 2017

2017 2016 Change
(in thousands)
General and administrative
$ 4,439 $ 3,460 $ 979 28.3 %

	Nine Months Ended September 30,				Nine Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
General and administrative	$	12,782	$	10,191	$	2,591	25.4	%

General and administrative expenses increased by ~~$1.0~~$2.6 million, or ~~28.3%~~25.4%, in the ~~three~~nine months ended ~~March 31,~~September 30, 2017 as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2016, primarily due to an increase in ~~doubtful debts~~personnel-related costs of $1.5 million related to (i) higher headcount in the ~~amount of $1.0~~ ~~million mostly driven by one of our customers that declared bankruptcy,~~ legal, finance, human resources, and ~~$0.2 million in~~information technology department functions required for a fast-growing public company and (ii) increased expenses related to ~~accounting, tax,~~equity-based compensation, changes in management compensation and growth in vacation accruals, which resulted from changes in compensation packages of employees. In addition, costs related to use of contractors and subcontractors increased by $0.6 million due to a legal proceeding initiated by us and ~~information systems consulting~~accrual for a doubtful account increased by $0.5 million, in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2016. ~~These increases were~~ ~~offset by decrease of $0.2 million in personnel-related costs due to decrease in management bonus payments.~~

811

Financial ~~income (expenses)~~Income (Expenses), ~~net~~Net

Three Months Ended
March 31,

Three Months Ended
March 31,
2016 to 2017

2017 2016 Change
(in thousands)
Financial income , net
$ 1,410 $ 2,029 $ (619 ) (30.5 )%

	Nine Months Ended September 30,				Nine Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
Financial income, net	$	7,671	$	1,892	$	5,779	305.4	%

Financial income ~~decreased~~increased by ~~$0.6~~$5.8 million, or 305.4%, in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2016, primarily due to ~~a decrease~~an increase of ~~$1.0~~$5.9 million in foreign exchange fluctuations between the Euro and the New Israeli Shekel against the U.S. Dollar in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the three months ended ~~March 31,~~September 30, 2016. ~~This was offset~~In addition, financial income increased by $0.8 due to an increase ~~of $0.3 million of~~in interest income, net of accretion (amortization) of discount (premium) on marketable securities ~~and a decrease~~ in the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016. These increases in financial income were offset by an increase of ~~$0.1~~$0.9 million in ~~expenses~~costs related to hedging transactions in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2016.

Taxes on Income (Tax Benefit)

Three Months Ended
March 31,

Three Months Ended
March 31,
2016 to 2017

2017 2016 Change
(in thousands)
Taxes on income (tax benefit)
$ (761 ) $ 969 $ (1,730 ) N/A

	Nine Months Ended September 30,					Nine Months Ended September 30, 2016 to 2017
	2017			2016		Change
	(In thousands)
Taxes on income (tax benefit)	$	(484	)	$	4,067	$	(4,551	)	N/A

Tax benefits ~~were $0.8~~amounted to $0.5 million in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to taxes on income of ~~$1.0~~$4.1 million in the ~~three~~nine months ended ~~March 31,~~September 30, 2016, primarily due to an increase of ~~$1.2~~$5.4 million in deferred tax ~~asset~~assets in the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and a ~~$0.5~~$0.3 million ~~income~~of tax credit related to previous ~~years tax credit.~~years’ activity. This was offset by an increase of $1.1 million in taxes on income during the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016.

Net Income

Three Months Ended
March 31,

Three Months Ended
March 31,
2016 to 2017

2017 2016 Change
(in thousands)
Net income
$ 14,175 $ 20,799 $ (6,624 ) (31.9 )%

	Nine Months Ended September 30,				Nine Months Ended September 30, 2016 to 2017
	2017		2016		Change
	(In thousands)
Net income	$	64,670	$	53,688	$	10,982	20.5	%

As a result of the factors discussed above, net income ~~decreased~~increased by ~~$6.6~~$11.0 million, or ~~31.9%,~~20.5% in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2016.

Liquidity and Capital Resources

The following table shows our cash flow from operating activities, investing activities and financing activities for the stated periods:

	Three Months Ended March 31,						Three Months Ended September 30,					Nine Months Ended September 30,
	2017			2016			2017		2016			2017			2016
	(in thousands)						(In thousands)
Net cash provided by operating activities	$	25,666		$	15,342		$	33,599	$	24,369		$	90,890		$	57,746
Net cash used in investing activities		(10,437	)		(38,473	)
Net cash provided by (used in) investing activities								649		(8,486	)		(49,722	)		(75,286	)
Net cash provided by financing activities		371			1,167			1,672		273			3,795			1,580
Increase (decrease) in cash and cash equivalents	$	15,600		$	(21,964	)	$	35,920	$	16,156		$	44,963		$	(15,960	)

As of ~~March 31,~~September 30, 2017, our cash and cash equivalents were ~~$119.9~~$149.4 million. This amount does not include ~~$126.7~~$153.8 million invested in available-for-sale marketable securities and ~~$1.0~~$1.4 million of restricted cash (primarily held to secure bank guarantees securing certain office lease ~~payments)~~obligations). We believe that cash provided by operating activities as well as our cash and cash equivalents will be sufficient to meet our anticipated cash needs for at least the next 12 months.

Operating Activities

For the ~~three~~nine months ended ~~March 31,~~September 30, 2017, cash provided by operating activities was ~~$25.7~~$90.9 million, derived mainly from a net income of ~~$14.2~~$64.7 million, ~~that included $4.2~~$15.4 million of non-cash expenses, an increase of ~~$10.0~~$16.0 million in trade payables and other accounts payable, ~~$2.7~~$13.2 million in warranty obligations, ~~$2.1~~$9.7 million of deferred revenues, $4.5 million in accruals for employees and a decrease of ~~$6.5~~$5.0 million in ~~inventories, which were~~inventories. The cash from operating activities was offset by an increase of ~~$8.1~~$20.2 million in trade receivables, net ~~$4.6~~and $17.4 million in prepaid expenses and other receivables.

For the nine months ended September 30, 2016, cash used in operating activities was $57.7 million derived mainly from a net income of $53.7 million, $14.8 million of non-cash expenses, a decrease of $19.2 million in inventories, $8.2 million in prepaid expenses and other receivables, and ~~a decrease of $1.3 million in accruals for employees.~~

~~For the three months ended March 31, 2016, cash used in operating activities was $15.3 million derived mainly from a net income of $20.8 million that included $3.7 million of non-cash expenses,~~ an increase of ~~$5.8~~$15.5 million in warranty obligations ~~$2.5~~and $5.1 million in deferred ~~revenues, a decrease of $6.7 million in prepaid expenses and other receivables and $2.0 million in inventories which~~revenues. The cash from operating activities was offset by an increase of ~~$9.4~~$38.1 million in trade receivables and a ~~decrease~~deacrese of ~~$16.2~~$19.7 million in trade payables and other accounts payable and ~~$0.6~~$1.0 million in accruals for employees.

Investing Activities

During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, net cash used in investing activities was ~~$10.4~~$49.7 million, of which ~~$24.1~~$82.5 million was invested in available-for-sale marketable securities, ~~$1.9~~$13.2 million related to capital investments in laboratory equipment, end of line testing equipment, automated assembly lines, manufacturing tools and leasehold improvements and ~~$0.1~~$0.5 million was related to an increase in restricted cash and a short and long-term lease deposit. This was offset by ~~$15.7~~$46.5 million from the maturities of available-for-sale marketable securities.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2016, net cash used in investing activities was ~~$38.5~~$75.3 million, of which ~~$36.0~~$85.6 million was invested in available-for-sale marketable securities and ~~$5.9~~$13.9 million related to capital investments in laboratory equipment, end of line testing equipment, manufacturing tools and leasehold improvements. This was offset by ~~a $2.4 million decrease in restricted cash and $1.0~~$21.7 million from the maturities of available-for-sale marketable ~~securities.~~securities and a decrease of $2.5 million in restricted cash.

Financing Activities

For the ~~three~~nine months ended ~~March 31,~~September 30, 2017, net cash provided by financing activities was ~~$0.4~~$3.8 million, all attributed to cash received from the exercise of employee and non-employee stock options.

For the ~~three~~nine months ended ~~March 31,~~September 30, 2016, net cash provided by financing activities was ~~$1.2~~$1.6 million, ~~all attributed~~of which $1.8 million was related to cash received from the exercise of employee and non-employee stock ~~options.~~

~~Debt Obligations~~

~~Revolving Line of Credit~~

~~In February 2015, we amended and restated a revolving line of credit agreement with Silicon Valley Bank, which permitted aggregate borrowings of up~~options, offset by $0.2 million attributed to ~~$40 million. The revolving line of credit terminated on December 31, 2016.~~issuance costs related to our initial public offering.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

1013

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates, customer concentrations and interest rates. We do not hold or issue financial instruments for trading purposes.

Foreign Currency Exchange Risk

Approximately ~~30.5%~~40.3% and ~~18.7%~~26.1% of our revenues for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016, respectively, were earned in non‑U.S. Dollar denominated currencies, principally the Euro. Our expenses are generally denominated in the currencies in which our operations are located, primarily the U.S. Dollar and New Israeli Shekel, and to a lesser extent the Euro. Our New Israeli Shekel‑denominated expenses consist primarily of personnel and overhead costs. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. A hypothetical 10% change in foreign currency exchange rates during the ~~three~~nine months ended ~~March 31,~~September 30, 2017, between the Euro and the U.S. Dollar would increase or decrease our net income by ~~$2.6~~$14.0 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2017. A hypothetical 10% change in foreign currency exchange rates during the ~~three~~nine months ended ~~March 31,~~September 30, 2017, between the New Israeli Shekel and the U.S. Dollar would increase or decrease our net income by ~~$1.5~~$5.1 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2017.

For purposes of our consolidated financial statements, local currency assets and liabilities are translated at the rate of exchange to the U.S. Dollar on the balance sheet date and local currency revenues and expenses are translated at the exchange rate as of the date of the transaction or at the average exchange rate to the U.S. Dollar during the reporting period.

To date, we have used derivative financial instruments, specifically foreign currency forward contracts, to manage exposure to foreign currency risks by hedging a portion of our account receivable balances denominated in Euros expected to be paid within ~~nine~~three months. Our foreign currency forward contracts are expected to mitigate exchange rate changes related to the hedged assets. We do not use derivative financial instruments for speculative or trading purposes.

We had cash and cash equivalents of ~~$119.9~~$149.5 million and available-for-sale marketable securities with an estimated fair value of ~~$126.7~~$153.8 million on ~~March 31,~~September 30, 2017, which securities were held for working capital purposes. We do not enter into investments for trading or speculative purposes. Since most of our cash and cash equivalents are held in U.S. Dollar‑denominated money market funds, we believe that our cash and cash equivalents do not have any material exposure to changes in exchange rates.

Concentrations of Major Customers

Our trade accounts receivables potentially expose us to a concentration of credit risk with our major customers. As of ~~March 31,~~September 30, 2017, ~~one~~two major ~~customer~~customers accounted for approximately ~~16.6%~~31.2% of our consolidated trade receivables balance. We currently do not foresee a credit risk associated with ~~this receivable.~~these receivables.

ITEM 4CONTROLS AND PROCEDURES

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 pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the ~~"Exchange Act"~~“Exchange Act”), as of ~~March 31,~~September 30, 2017. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Based on an evaluation by our chief executive officer and chief financial officer, such officers concluded that there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1LEGAL PROCEEDINGS

In the normal course of business, we may from time to time be named as a party to various legal claims, actions and ~~complaints.~~complaints (including as a result of initiating such legal claims, action or complaints on behalf of the Company). It is impossible to predict with certainty whether any resulting liability from any such legal claims, actions or complaints would have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 1A RISK FACTORS

There have been no material changes to the risk factors as described in Part I, Item 1A, "Risk Factors," in our Annual Report on Form 10-KT for the year ended ~~Decemebr~~December 31, 2016 other than the supplemental risk ~~factor~~factors set forth below:

We rely on a limited ~~amount~~number of contract manufacturers and, for a period of time, will rely on one contract manufacturer for some ~~manuacturing.~~manufacturing.

We depend on two contract manufacturers and several limited or single source component suppliers; we have recently entered into an agreement with a new contract manufacturer and are in the process of ~~rampring~~ramping up manufacturing with ~~the~~this new manufacturer. During this ramp up period we will ~~mainly rely~~be relying on one contract manufacturer. Any change in our relationship with our contract manufacturers or changes to contractual terms of our agreements with the contract manufacturers could adversely affect our financial condition and results of operations.

Changes in the U.S. trade environment, including the imposition of import tariffs, could adversely affect the amount or timing of our revenues, results of operations or cash flows.

On October 31, 2017, the U.S. International Trade Commission (“ITC”) announced its intended recommendations with respect to regulation of the U.S. solar industry, including the imposition of import tariffs of up to 35% on solar cells and modules imported into the U.S. from certain countries. Once a formal recommendation has been delivered to President Trump, he will have up to 60 days to determine what action to take with respect to such recommendations. He may adopt the recommendations or do nothing at all. In addition, certain solar companies have filed a petititon with the ITC under Section 201 of the U.S. Trade Act of 1974, which petititon seeks various remedies including the imposition of import tariffs on solar cells and modules that are substantially higher than the tariffs recommended by the ITC, as well as certain restrictions on the import of solar cells and modules. Significant uncertainty currently exists with respect to these matters, including uncertainty about the nature and timing of any changes and what countries may be affected. An adverse determination by the ITC or the imposition of remedies with respect to the Section 201 action could result in a wide range of impacts to the U.S. solar industry and the global manufacturing market. Tariffs or similar taxes or duties, or other remedies that may be imposed, could materially increase the price of solar systems in the U.S. or harm the industry generally, thereby making the use of solar less economically feasible and decreasing demand for our products. These outcomes could adversely affect the amount or timing of our revenues, results of operations or cash flows, and continuing uncertainty could cause sales volatility, price fluctuations or supply shortages or cause our customers to advance or delay their purchase of our products.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~(a) Recent Sales of Unregistered Securities~~

None.

~~(b) Use of Proceeds~~

On March 31, 2015, we consummated the initial public offering consisting of 8,050,000 shares of our common stock at a public offering price of $18.00 per share. The offering terminated after the sale of all securities registered in the offering. Goldman, Sachs & Co. acted as joint book-running managers for the offering. Needham & Company, Canaccord Genuity Inc. and Roth Capital Partners acted as co-managers. As a result of the offering, we received total net offering proceeds of $131.2 million, after deducting total expenses of $13.7 million, consisting of underwriting discounts and commissions of $10.1 million and offering related expenses paid by us of $3.6 million. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates. The proceeds from the initial public offering have been used for general corporate purposes, including working capital and expansion of our business into additional markets.

ITEM 3DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5OTHER INFORMATION

We previously disclosed in our proxy statement for the 2016 Annual Meeting of Stockholders that we anticipated filing our proxy statement for the 2017 Annual Meeting of Stockholders within 120 days after the end of our fiscal year on June 30, 2016, and hold our 2017 Annual Meeting shortly thereafter. However, because we have recently changed our fiscal year end to December 31, we presently intend to hold our 2017 Annual Meeting of Stockholders (the "2017 Annual Meeting") at 47505 Seabridge Drive, Fremont, CA, on May 10, 2017, at 10 a.m. local time. None.

1316

ITEM 6 EXHIBITS

Exhibit No.	Description	Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
~~10.1~~ 31.1	~~2015 Global Incentive Plan~~	~~Filed with this report.~~
~~31.1~~	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).	Filed with this report.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).	Filed with this report.
32.1	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed with this report
32.2	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed with this report.
101.INS	XBRL Instance Document	Filed with this report.
101.SCH	XBRL Taxonomy Extension Schema Document	Filed with this report.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed with this report.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed with this report.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed with this report.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed with this report.

1417

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~May 10,~~November 8, 2017	SOLAREDGE TECHNOLOGIES, INC. /s/ Guy Sella
	Guy Sella Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
Date: ~~May 10,~~November 8, 2017	/s/ Ronen Faier
	Ronen Faier Chief Financial Officer (Principal Financial and Accounting Officer)

	Three Months Ended March 31,				Three Months Ended March, 2016 to 2017
	2017		2016		Change
	(in thousands)
Revenues	$	115,054	$	125,205	$	(10,151	)	(8.1	)%

	Three Months Ended March 31,				Three Months Ended March 31, 2016 to 2017
	2017		2016		Change
	(in thousands)
General and administrative	$	4,439	$	3,460	$	979	28.3	%