Item 8. Financial Statements and Supplementary Data
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated
Financial Statements
Reports
of Independent Registered Public Accounting Firm (PCAOB ID: 1281 )
F-2
Consolidated
Balance Sheets as of December 31, 2022 and 2021
F-5
Consolidated
Statements of Income for the year ended December 31, 2022, 2021 and 2020
F-7
Consolidated
Statements of Comprehensive Income for the year ended December 31, 2022, 2021 and 2020
F-8
Statements
of Changes in Stockholders’ Equity for the year ended December 31, 2022, 2021 and 2020
F-9
Consolidated
Statements of Cash Flows for the year ended December 31, 2022, 2021 and 2020
F-10
Notes
to Consolidated Financial Statements
F-12
Report
of Independent Registered Public Accounting Firm
To
the Shareholders and the Board of Directors of SolarEdge Technologies Inc.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of SolarEdge Technologies Inc. and subsidiaries (the "Company")
as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's
internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 22, 2023
expressed an unqualified opinion thereon.
Basis
for Opinion
These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.
Critical
Audit Matter
The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material
to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical
audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it
relates.
F
- 2
Description
of the Matter
As described in Notes 2w
and 13 to the consolidated financial statements, as of December 31, 2022, the warranty obligation was $385,057 thousand.
Substantially
all of the Company's warranty obligations are related to the solar business. The Company's products include a warranty of up to 12 years
for inverters and up to 25 years for its power optimizers. In order to predict the failure rate of each product, the Company established
a reliability model based on the estimated mean time between failures ("MTBF") and an additional model to capture non-systematic failures.
Predicted failure rates are updated periodically based on new product versions and analysis of the root cause of actual failures, as are
warranty related replacement costs.
Auditing
the management’s warranty obligations valuation of the solar business was complex and subject to judgment due to the significant
estimations required in calculating its amount. In particular, the warranty obligations are subject to significant assumptions such as
product failure rates, the average cost of products replacements and other warranty related costs.
How We Addressed the
Matter in Our Audit
We obtained an understanding,
evaluated the design and tested the operating effectiveness of internal controls over the accounting for warranty obligations of solar
business, including controls over management's review of the significant assumptions and data underlying the warranty obligations valuation.
To
test the Company’s warranty obligations our substantive audit procedures included, among others, look back analysis and testing
the accuracy and completeness of the underlying data used in management's warranty obligations valuation assessment. We assessed the accuracy
of historical data used in estimating forecasted failure rates, repair replacement ratios and other warranty related costs and compared
them to actual warranty claims.
/s/
Kost Forer Gabbay & Kasierer
A
Member of Ernst & Young Global
We
have served as the Company's auditor since 2007.
Tel-Aviv,
Israel
February 22, 2023
F
- 3
Report
of Independent Registered Public Accounting Firm
To
the Shareholders and the Board of Directors of SolarEdge Technologies Inc.
Opinion
on Internal Control Over Financial Reporting
We
have audited SolarEdge Technologies Inc. and subsidiaries’ internal control over financial reporting as of
December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, SolarEdge Technologies Inc. and subsidiaries
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based
on the COSO criteria.
We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income,
comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related
notes and our report dated February 22, 2023 expressed an unqualified opinion thereon.
Basis
for Opinion
The
Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting
based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition
and Limitations of Internal Control Over Financial Reporting
A
company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, proj ections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/
Kost Forer Gabbay & Kasierer
A
Member of Ernst & Young Global
Tel-Aviv,
Israel
February 22, 2023
F
- 4
SOLAREDGE
TECHNOLOGIES INC.
CONSOLIDATED
BALANCE SHEETS
(in
thousands, except per share data)
December
31,
2022
2021
ASSETS
CURRENT ASSETS:
Cash
and cash equivalents
$
783,112
$
530,089
Marketable
securities
241,117
167,728
Trade
receivables, net of allowances of $ 3,202
and $ 2,626 ,
respectively
905,146
456,339
Inventories,
net
729,201
380,143
Prepaid
expenses and other current assets
241,082
176,992
Total
current assets
2,899,658
1,711,291
LONG-TERM ASSETS:
Marketable
securities
645,491
482,228
Deferred
tax assets, net
44,153
27,572
Property,
plant and equipment, net
543,969
410,379
Operating
lease right-of-use assets, net
62,754
47,137
Intangible
assets, net
19,929
58,861
Goodwill
31,189
129,629
Other
long-term assets
18,806
33,856
Total
long-term assets
1,366,291
1,189,662
Total
assets
$
4,265,949
$
2,900,953
The accompanying notes
are an integral part of the consolidated financial statements.
F
- 5
SOLAREDGE
TECHNOLOGIES INC.
CONSOLIDATED
BALANCE SHEETS (Cont.)
(in
thousands, except per share data)
December
31,
2022
2021
LIABILITIES AND STOCKHOLDERS’
EQUITY
CURRENT LIABILITIES:
Trade
payables, net
$
459,831
$
252,068
Employees
and payroll accruals
85,158
74,465
Warranty
obligations
103,975
71,480
Deferred
revenues and customers advances
26,641
17,789
Accrued
expenses and other current liabilities
214,112
109,379
Total
current liabilities
889,717
525,181
LONG-TERM LIABILITIES:
Convertible
senior notes, net
624,451
621,535
Warranty
obligations
281,082
193,680
Deferred
revenues
186,936
151,556
Finance
lease liabilities
45,385
40,508
Operating
lease liabilities
46,256
38,912
Other
long-term liabilities
15,756
19,542
Total
long-term liabilities
1,199,866
1,065,733
COMMITMENTS AND CONTINGENT
LIABILITIES
STOCKHOLDERS’ EQUITY:
Common
stock of $ 0.0001
par value - Authorized: 125,000,000
shares as of December 31, 2022 and December 31, 2021; issued and outstanding: 56,133,404 and
52,815,395 shares
as of December 31, 2022 and December 31, 2021, respectively
6
5
Additional
paid-in capital
1,505,632
687,295
Accumulated
other comprehensive loss
( 73,109
)
( 27,319
)
Retained
earnings
743,837
650,058
Total
stockholders’ equity
2,176,366
1,310,039
Total
liabilities and stockholders’ equity
$
4,265,949
$
2,900,953
The accompanying notes
are an integral part of the consolidated financial statements.
F
- 6
SOLAREDGE
TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF INCOME
(in
thousands, except per share data)
Year
ended December 31,
2022
2021
2020
Revenues
$
3,110,279
$
1,963,865
$
1,459,271
Cost
of revenues
2,265,631
1,334,547
997,912
Gross
profit
844,648
629,318
461,359
Operating
expenses:
Research
and development
289,814
219,633
163,123
Sales
and marketing
159,680
119,000
95,985
General
and administrative
112,496
82,196
63,119
Goodwill
impairment and other operating expenses (income), net
116,538
1,350
( 3,429
)
Total
operating expenses
678,528
422,179
318,798
Operating
income
166,120
207,139
142,561
Financial
income (expense), net
3,316
( 19,915
)
21,105
Other
income
7,719
-
-
Income
before income taxes
177,155
187,224
163,666
Income
taxes
83,376
18,054
23,344
Net
income
$
93,779
$
169,170
$
140,322
Net
basic earnings per share of common stock
$
1.70
$
3.24
$
2.79
Net
diluted earnings per share of common stock
$
1.65
$
3.06
$
2.66
Weighted
average number of shares used in computing net basic earnings per share of common stock
55,087,770
52,202,182
50,217,330
Weighted
average number of shares used in computing net diluted earnings per share of common stock
58,100,649
55,971,030
52,795,476
The
accompanying notes are an integral part of the consolidated financial statements.
F
- 7
SOLAREDGE
TECHNOLOGIES INC.
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
(in
thousands, except per share data)
Year
ended December 31,
2022
2021
2020
Net income
$
93,779
$
169,170
$
140,322
Other comprehensive income
(loss), net of tax:
Net
change related to available-for-sale securities
( 20,740
)
( 4,949
)
( 24
)
Net
change related to cash flow hedges
( 2,635
)
874
-
Foreign
currency translation adjustments on intra-entity transactions that are of a long-term investment nature
( 20,540
)
( 17,420
)
-
Foreign
currency translation adjustments, net
( 1,875
)
( 9,681
)
5,690
Total other comprehensive
income (loss)
( 45,790
)
( 31,176
)
5,666
Comprehensive income
$
47,989
$
137,994
$
145,988
The accompanying notes
are an integral part of the consolidated financial statements.
F
- 8
SOLAREDGE
TECHNOLOGIES INC.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
(in
thousands, except per share data)
SolarEdge
Technologies, Inc. Stockholders’ Equity
Common
stock
Additional
paid
in
Capital
Accumulated
other
comprehensive
Income
(loss)
Retained
earnings
Total
Number
Amount
Balance
as of December 31,2019
48,898,062
$
5
$
475,792
$
( 1,809
)
$
337,682
$
811,670
Issuance
of common stock upon exercise of stock-based awards
2,579,004
*
-
16,671
-
-
16,671
Issuance
of Common stock under employee stock purchase plan
83,870
*
-
7,783
-
-
7,783
Stock
based compensation
-
-
67,309
-
-
67,309
Equity
component of convertible senior notes, net
-
-
36,336
-
-
36,336
Other
comprehensive gain adjustments
-
-
-
5,666
-
5,666
Net
income
-
-
-
-
140,322
140,322
Balance
as of December 31,2020
51,560,936
$
5
$
603,891
$
3,857
$
478,004
$
1,085,757
Cumulative
effect of adopting ASU 2020-06
-
$
-
( 36,336
)
-
2,884
( 33,452
)
Issuance
of common stock upon exercise of stock-based awards
1,204,861
*
-
6,486
-
-
6,486
Issuance
of Common stock under employee stock purchase plan
49,598
*
-
10,661
-
-
10,661
Stock
based compensation
-
-
102,593
-
-
102,593
Other
comprehensive loss adjustments
-
-
-
( 31,176
)
-
( 31,176
)
Net
income
-
-
-
-
169,170
169,170
Balance
as of December 31,2021
52,815,395
$
5
$
687,295
$
( 27,319
)
$
650,058
$
1,310,039
Issuance
of common stock upon exercise of stock-based awards
940,880
*
-
4,030
-
-
4,030
Issuance
of Common stock under employee stock purchase plan
77,129
*
-
17,863
-
-
17,863
Stock
based compensation
-
-
145,919
-
-
145,919
Issuance
of common stock in a secondary public offering, net of underwriters' discounts and commissions of $ 27,140
and $ 834
of offering costs
2,300,000
1
650,525
-
-
650,526
Other
comprehensive loss adjustments
-
-
-
( 45,790
)
-
( 45,790
)
Net
income
-
-
-
-
93,779
93,779
Balance
as of December 31,2022
56,133,404
$
6
$
1,505,632
$
( 73,109
)
$
743,837
$
2,176,366
*
Represents an amount less than $1.
The
accompanying notes are an integral part of the consolidated financial statements.
F -
9
SOLAREDGE
TECHNOLOGIES INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(in
thousands, except per share data)
Year
ended December 31,
2022
2021
2020
Cash
flows from operating activities :
Net income
$
93,779
$
169,170
$
140,322
Adjustments
to reconcile net income to net cash provided by operating activities:
Depreciation
of property, plant and equipment
40,580
29,359
22,355
Amortization
of intangible assets
9,096
10,176
9,479
Amortization
of debt discount and debt issuance costs
2,916
2,903
3,185
Amortization
of premium and accretion of discount on available-for-sale marketable securities, net
9,310
9,462
1,168
Impairment
of goodwill and intangible assets
118,492
-
-
Stock-based
compensation expenses
145,539
102,593
67,309
Gain from
sale of privately held company
( 7,719
)
-
-
Deferred
income taxes, net
( 11,055
)
( 12,045
)
( 2,738
)
Exchange
rate fluctuations and other items, net
10,052
20,697
3,860
Changes
in assets and liabilities:
Inventories,
net
( 341,085
)
( 43,051
)
( 149,661
)
Prepaid
expenses and other assets
( 64,991
)
( 39,444
)
( 3,276
)
Trade
receivables, net
( 457,610
)
( 247,723
)
86,538
Trade
payables, net
194,524
91,709
3,333
Employees
and payroll accruals
26,238
26,519
18,315
Warranty
obligations
120,169
60,524
32,274
Deferred
revenues and customers advances
44,376
29,936
( 21,438
)
Accrued
expenses and other liabilities, net
98,673
3,344
11,630
Net
cash provided by operating activities
31,284
214,129
222,655
Cash
flows from investing activities :
Proceed from sales and maturities
of available-for-sale marketable securities
231,210
202,188
141,839
Purchase
of property, plant and equipment
( 169,341
)
( 149,251
)
( 126,790
)
Investment
in available-for-sale marketable securities
( 507,171
)
( 579,377
)
( 223,705
)
Investment
in a privately-held company
-
( 16,643
)
-
Proceeds from sale of a privately-held
company
24,362
-
-
Withdrawal
from (investment in) bank deposits, net
-
60,096
( 54,752
)
Withdrawal
from (investment in) restricted bank Deposits, net
( 242
)
798
25,267
Other
investing activities
4,138
( 2,022
)
1,504
Net
cash used in investing activities
$
( 417,044
)
$
( 484,211
)
$
( 236,637
)
F
- 10
SOLAREDGE
TECHNOLOGIES INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS (Cont.)
(in
thousands, except per share data)
Year
ended December 31,
2022
2021
2020
Cash
flows from financing activities :
Proceeds from secondary public
offering, net of issuance costs
$
650,526
$
-
$
-
Repayment
of bank loans
( 138
)
( 16,073
)
( 15,595
)
Proceeds
from exercise of stock-based award
4,030
6,486
16,671
Tax withholding in connection
with stock-based awards, net
3,023
( 4,283
)
4,829
Proceeds
from issuance of convertible senior notes, net
-
-
617,869
Proceeds
from bank loans
-
-
16,944
Other
financing activities
( 2,834
)
( 1,308
)
( 234
)
Net cash provided by
(used in) financing activities
654,607
( 15,178
)
640,484
Increase (decrease) in
cash and cash equivalents
268,847
( 285,260
)
626,502
Cash and cash equivalents
at the beginning of the period
530,089
827,146
223,901
Effect of exchange rate
differences on cash and cash equivalents
( 15,824
)
( 11,797
)
( 23,257
)
Cash and cash equivalents
at the end of the period
$
783,112
$
530,089
$
827,146
Supplemental
disclosure of non-cash activities :
Right-of-use asset recognized
with corresponding lease liability
$
46,004
$
20,526
$
29,623
Purchase of property, plant
and equipment
$
16,016
$
10,781
$
5,612
Supplemental
disclosure of cash flow information :
Cash paid for income
taxes
$
74,689
$
45,977
$
38,990
The accompanying notes
are an integral part of the consolidated financial statements.
F
- 11
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except per share data)
NOTE
1: GENERAL
SolarEdge
Technologies, Inc. (the “Company”) and its subsidiaries design, develop, and sell an intelligent inverter solution designed
to maximize power generation at the individual photovoltaic (“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 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) including the Company's future
ready energy hub inverter which supports among other things, connection to a DC - coupled battery for backup capabilities, (iii) a remote
cloud-based monitoring platform, that collects and processes information from the power optimizers and inverters to enable customers and
system owners, to monitor and manage the solar PV system (iv) a residential storage and backup solution that is used to increase energy
independence and maximize self-consumption for homeowners including a battery ,and (v) additional smart energy management solutions.
The
Company and its subsidiaries sell products worldwide through large distributors, electrical equipment wholesalers, as well as directly
to large solar installers and engineering, procurement and construction firms.
The
Company has expanded its activity to other areas of smart energy technology organically and through acquisitions. The Company now offers
a variety of energy solutions, which include lithium-ion cells, batteries and energy storage systems (“Energy Storage”), full
powertrain kits for electric vehicles, or EVs (“e-Mobility”), as well as automated machines for industrial use (“Automation
Machines”).
In
June 2022, the Company decided to discontinue its stand-alone uninterrupted power supply solutions or UPS (“Critical Power”).
The Company determined that the discontinuance of the Critical Power business does not represent a strategic shift that will have a major
effect on the Company's operations and financial results and therefore it did not meet the criteria for discontinued operations classification.
NOTE 2: SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
The
consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”).
a. Principles
of consolidation:
The
consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances including
profit from intercompany sales not yet realized outside the Company have been eliminated upon consolidation.
b. Use
of estimates:
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues, costs and expenses and related disclosures in the accompanying notes. The duration, scope and
effects of the ongoing Covid-19 pandemic and the conflict in Ukraine, government and other third-party responses to it, and the related
macroeconomic effects, including to the Company’s business and the business of the Company’s suppliers and customers are uncertain,
rapidly changing and difficult to predict. As a result, the Company’s accounting estimates and assumptions may change over time
in response to this evolving situation. Such changes could result in future impairments of goodwill, intangibles, long-lived assets, inventories,
incremental credit losses on receivables and available-for-sale marketable debt securities, or an increase in the Company’s insurance
liabilities as of the time of a relevant measurement event.
F - 12
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
c. Financial
statements in U.S. dollars:
A
major part of the Company’s operations is carried out in the United States, Israel and certain other countries. The functional currency
of these entities is the U.S. dollar. Financing activities, including cash investments are primarily made in U.S. dollars.
Accordingly,
monetary accounts maintained in currencies other than the U.S. dollar are translated into U.S. dollars in accordance with Financial Accounting
Standards Board Accounting Standards Codification (“ASC”) No. 830 “Foreign Currency Matters”. All transaction
gains and losses of the re-measurement of monetary balance sheet items are reflected in the statements of income as financial income or
expenses, as appropriate.
The
financial statements of other Company’s subsidiaries whose functional currency is other than the U.S. dollar have been translated
into U.S dollars. Assets and liabilities have been translated using the exchange rates in effect as of the balance sheet date. Statements
of income amounts have been translated using the date of the transaction or at the average exchange rate to for the relevant period.
The
resulting translation adjustments are reported as a component of stockholders’ equity in accumulated other comprehensive income
(loss). Gains and losses arising from intercompany foreign currency transactions that are of a long-term investment in nature are reported
in the same manner as translation adjustments.
d. Cash
and cash equivalents:
Cash
equivalents are short-term, highly liquid investments that are readily convertible to cash, with original maturities of three months or
less at the date acquired.
e. Short-term
bank deposits:
Short-term
bank deposits are deposits with an original maturity of more than three months and less than a year from the date of investment and which
do not meet the definition of cash equivalents. The deposits are presented according to their term deposits.
f. Restricted
bank deposits:
Short-term
restricted bank deposits possess an original maturity of more than three months and less than a year from the date of investment. Long-term
restricted bank deposits possess an original maturity of more than one year from the date of investment. Restricted bank deposits are
primarily used as collateral for the Company's office leases and credit cards.
g. Marketable
Securities:
Marketable
securities consist of corporate and governmental bonds. The Company determines the appropriate classification of marketable securities
at the time of purchase and re-evaluates such designation at each balance sheet date. In accordance with FASB ASC No. 320 “Investments
- Debt and Equity Securities”, the Company classifies marketable securities as available-for-sale.
Available-for-sale
("AFS") securities are stated at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss),
a separate component of stockholders’ equity, net of taxes. Realized gains and losses on sales of marketable securities, as determined
on a specific identification basis, are included in financial income (expenses), net. The amortized cost of marketable securities is adjusted
for amortization of premium and accretion of discount to maturity, both of which, together with interest, are included in financial income
(expenses), net.
F - 13
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The
Company classifies its marketable securities as either short-term or long-term based on each instrument’s underlying contractual
maturity date. Marketable securities with maturities of 12 months or less are classified as short-term and marketable securities with
maturities greater than 12 months are classified as long-term.
On
each reporting period, the Company evaluates whether declines in fair value below carrying value are due to expected credit losses, as
well as the ability and intent to hold the investment until a forecasted recovery occurs, in accordance with ASC 326. Allowance for credit
losses on AFS debt securities are recognized as a charge in financial income (expenses), net, on the consolidated statements of income,
and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in stockholders' equity.
The
Company has not recorded credit losses for the years ended December 31, 2022, 2021 and 2020.
The
Company determines realized gains or losses on sale of marketable securities on a specific identification method and records such gains
or losses in financial income (expenses), net on the consolidated statements of income.
h. Investment
in privately-held companies:
The
Company's equity investments are investments in equity securities of privately-held companies, that are not traded and therefore not supported
with observable market prices. The Company elected to account for its equity investments without readily determinable market values that
either (i) do not meet the definition of in-substance common stock or (ii) do not provide the Company with control or significant influence
using Accounting Standards Update (“ASU”) 2016-01.
The
Company adjusts the carrying value of its investments to fair value upon observable transactions for identical or similar investments
of the same issuer.
The
Company periodically evaluates the carrying value of the investments in privately-held companies when events and circumstances indicate
that the carrying amount of the investment may not be recovered. The maximum loss the Company can incur for its investments is their carrying
value.
The
Company may determine the fair value by reviewing equity valuation reports, current financial results, long-term plans of the privately-held
companies, the amount of cash that the privately-held companies have on-hand, the ability to obtain additional financing and overall market
conditions in which the privately-held companies operate or based on the price observed from the most recent completed financing.
All
gains and losses on investments in privately-held companies, realized and unrealized, are recognized in other income.
i. Trade
receivables:
Trade
receivables are stated net of credit losses allowance. The Company is exposed to credit losses primarily through sales of products. The
allowance against gross trade receivables reflects the current expected credit loss inherent in the receivables portfolio determined based
on the Company’s methodology. The Company’s methodology is based on historical collection experience, customer creditworthiness,
current and future economic condition and market condition. Additionally, specific allowance amounts are established to record the appropriate
provision for customers that have a higher probability of default. Trade receivables are written off after all reasonable means to collect
the full amount have been exhausted.
F - 14
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The
following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of trade receivables
to present the net amount expected to be collected:
Year
Ended
December 31,
2022
Balance,
at beginning of the period
$
2,626
Increase
in provision for expected credit losses
679
Amounts
written off charged against the allowance and others
( 103
)
Balance,
at end of the period
$
3,202
j. Inventories:
Inventories are stated at the lower
of cost or net realizable value. Cost includes depreciation, labor, material and overhead costs. Inventory reserves are provided to cover
risks arising from slow-moving items or technological obsolescence. The Company periodically evaluates the quantities on hand relative
to historical, current and projected sales volume. Based on this evaluation, an impairment charge is recorded when required to write-down
inventory to its net realizable value. Cost of finished goods and raw materials is determined using the moving average cost method.
k. Property,
plant and equipment:
Property,
plant and equipment are stated at cost, net of accumulated depreciation and government grants. Assets under construction represent the
construction or development stage of property and equipment that have not yet been placed in service for the Company's intended use. Depreciation
is calculated by the straight-line method over the estimated useful life of the assets, at the following rates:
%
Buildings
and plants
2.5 - 5.7
(mainly 2.5 )
Computers
and peripheral equipment
14.3 - 33.3
(mainly 33.3 )
Office
furniture and equipment
7 - 25
(mainly 7 )
Machinery
and equipment
9 - 33.3
(mainly 10 )
Laboratory
and testing equipment
7 - 20
(mainly 10 )
Leasehold
improvements
over
the shorter of the lease term or useful economic life
l.
Government assistance
In
2020, SolarEdge Ltd, a wholly owned subsidiary of the Company, entered into an agreement with the Israeli Ministry of Economy and Industry
to partially subsidize the construction of Sella 1, a factory for production of inverters and optimizers, in the amount of approximately
$ 7,000 .
In
2020, SolarEdge Korea (formerly Kokam), a wholly owned subsidiary of the Company, entered into an agreement with Chungcheongbuk-do province
of South Korea to partially subsidize the construction of Sella 2, a factory for production of lithium-ion cells and batteries, in the
amount of approximately $ 12,000 .
F - 15
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The assistance
is in the form of a cash subsidy, which the government will pay as a grant upon the satisfaction of predetermined construction completion
milestones. When the defined milestones are reached and the right to receive a subsidy amount becomes virtually certain, the amount of
the grant is recorded as a reduction of the related asset's value under “Property, plant and equipment, net”.
The
Company recorded reduction of property, plant and equipment in the amount of $ 7,359
and $ 4,842
for the years ended December 31, 2022 and 2021, respectively.
As
of December 31, 2022, the Company has a right to receive of $ 9,233
that has yet to be paid which was recorded under “Prepaid expenses and other current assets”.
m . Leases:
The
Company determines if an arrangement is a lease at inception. Contracts containing a lease are further evaluated for classification as
an operating or finance lease. In determining the leases classification the Company assesses among other criteria: (i) 75% or more of
the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii)
90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset. Operating
leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and long-term operating lease
liabilities in the Company’s consolidated balance sheets. Finance leases are included in property, plant and equipment, net, other
current liabilities, and long-term finance lease liabilities in the Company’s consolidated balance sheets. ROU assets represent
the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments
arising from the lease. For leases with terms greater than 12 months, the Company records the ROU asset and liability at commencement
date based on the present value of lease payments according to their term.
The
Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of the
lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may
include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses
are recognized on a straight-line basis over the lease term or the useful life of the leased asset.
In
addition, the carrying amount of the ROU and lease liabilities are remeasured if there is a modification, a change in the lease term,
a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
n. Business
Combination:
The
Company allocates the fair value of the purchase price to the tangible assets acquired, liabilities assumed and intangible assets acquired
based on their estimated fair value. The excess of the fair value of the purchase price over the fair values of these identifiable assets
and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially
with respect to intangible assets.
Significant
estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired technology and
discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently
uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which does not
exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the
corresponding offset to goodwill. Upon the finalization of the measurement period, any subsequent adjustments are recorded to earnings.
F - 16
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
o. Intangible
Assets:
Acquired
identifiable finite-lived intangible assets are amortized on a straight-line basis or accelerated method over the estimated useful lives
of the assets. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives.
The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets. In case the Company reduces the
estimated useful life for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life
(see Note 8).
p. Impairment
of long-lived assets:
The Company’s long-lived assets to
be held and used, including ROU assets and identifiable intangible assets that are subject to amortization, other than goodwill, are reviewed
for impairment in accordance with ASC 360 “Property, Plants and Equipment”, whenever events or changes in circumstances indicate
that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset (or asset group) to the future undiscounted cash flows expected to be generated by
the assets (or asset group). If such evaluation indicates that the carrying amount of the asset (or asset group) is not recoverable, the
assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets
exceeds their fair value (see Note 8).
For
the years ended December 31, 2022, 2021 and 2020, the Company recorded impairment charges of $ 29,037 ,
$ 2,209
and $ 1,471 ,
under Goodwill impairment and other operating expenses (income), net, respectively.
q. Goodwill:
Goodwill
reflects the excess of the consideration transferred, including the fair value of any contingent consideration and any non-controlling
interest in the acquiree, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized, and is assigned
to reporting units and tested for impairment at least on an annual basis, in the fourth quarter of the fiscal year.
The
goodwill impairment test is performed according to the following principles:
(1)
An initial qualitative assessment may be performed to determine whether it
is more likely than not that the fair value of the reporting unit is less than its carrying amount.
(2)
If the Company concludes it is more likely than not that the fair value of the
reporting unit is less than its carrying amount, a quantitative impairment test is performed. An impairment charge for the amount by which
the carrying amount exceeds the reporting unit’s fair value is recognized (see Note 9).
For
the year ended December 31, 2022, the Company recorded impairment charges of goodwill in the amount of $ 90,104 .
For
the years ended December 31, 2021 and 2020, the Company did not record any impairment charges.
F - 17
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
r. Cloud
computing arrangements:
In 2021, due to the growing size and
complexity of the Company, the Company decided to implement a new global enterprise resource planning ("ERP") system, which will replace
the Company's existing operating and financial systems. During the year ended December 31, 2022, the Company began implementing a cloud-based
ERP system. The implementation is expected to occur in phases over the next several years.
The Company incurs costs to implement
cloud computing arrangements ("CCA") that are hosted by third party vendors. Implementation costs associated with CCA are capitalized
when incurred during the application development phase until the software is ready for its intended use. The costs are then amortized
on a straight-line basis over the contractual term of the cloud computing arrangement and are recognized as an operating expense within
the consolidated statements of income. Capitalized amounts related to such arrangements are recorded within other long-term assets in
the consolidated balance sheets. Cash payments for CCA implementation costs are classified as cash outflows from operating activities.
For
the year ended December 31, 2022, the Company has capitalized implementation costs related to its upcoming ERP conversion in the amount
of $ 3,457
and presented it under other long-term assets in the consolidated balance sheet.
s. Severance
pay:
The
employees of the Company’s Israeli subsidiary are included under Section 14 of the Severance Pay Law, 1963, under which these employees
are entitled only to monthly deposits made in their name with insurance companies, at a rate of 8.33% of their monthly salary. These payments
cause the Company to be released from any future obligation under the Israeli Severance Pay Law to make severance payments in respect
of those employees; therefore, related assets and liabilities are not presented in the consolidated balance sheets.
If
applicable, severance costs are recorded in each entity in accordance with local laws and regulations.
For
the years ended December 31, 2022, 2021 and 2020, the Company recorded $ 17,202 ,
$ 14,231
and $ 10,598 in
severance expenses related to its employees, respectively.
t. Derivatives
and Hedging:
The
Company accounts for derivatives and hedging based on ASC 815 (“Derivatives and Hedging”). ASC 815 requires the Company to
recognize all derivatives on the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of
a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the
type of hedging relationship.
To
protect against the increase in value of forecasted foreign currency cash flows resulting from salary denominated in the Israeli currency,
the New Israeli Shekels (“NIS”), during the year ended December 31, 2022, the Company instituted a foreign currency cash flow
hedging program whereby portions of the anticipated payroll denominated in NIS for a period of one to nine months with hedging contracts.
Accordingly,
when the dollar strengthens against the NIS, 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.
F - 18
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The Company al so entered into derivative instrument
arrangements to hedge the Company’s exposure to currencies other than the U.S. dollar. These derivative instruments are not designated
as cash flow hedges, as defined by ASC 815, and therefore all gains and losses, resulting from fair value remeasurement, were recorded
immediately in the statement of income, as a financial income (expense), net..
The
Company classifies cash flows related to its hedging as operating activities in its consolidated statement of cash flows.
u. Revenue
recognition:
Revenues
are recognized in accordance with ASC 606; revenue from contracts with customers is recognized when control of the promised goods or services
is transferred to the customers, in an amount that the Company expects in exchange for those goods or services.
The
Company’s products and services consist mainly of (i) power optimizers, (ii) inverters, (iii) residential batteries, (iv) a related
cloud-based monitoring platform, (v) communication services, (vi) warranty extension services, (vii) Lithium-ion cells and other storage
solutions (viii) EV components, and (ix) automated machinery for manufacturing lines.
The
Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an
amount reflecting the consideration the Company expects to receive in revenue.
In
order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer,
(2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the
performance obligations in the contract, and (5) recognize revenue when the performance obligation is satisfied.
(1) Identify
the contract with a customer
A
contract is an agreement or purchase order between two or more parties that creates enforceable rights and obligations. In evaluating
the contract, the Company analyzes the customer’s intent and ability to pay the amount of promised consideration (credit risk) and
considers the probability of collecting substantially all of the consideration.
The
Company determines whether collectability is reasonably assured on a customer-by-customer basis pursuant to its credit review policy.
The Company typically sells to customers with whom it has a long-term business relationship and a history of successful collection. For
a new customer, or when an existing customer substantially expands its commitments, the Company evaluates the customer’s financial
position, the number of years the customer has been in business, the history of collection with the customer, and the customer’s
ability to pay, and typically assigns a credit limit based on that review.
(2) Identify
the performance obligations in the contract
At
a contract’s inception, the Company assesses the goods or services promised in a contract with a customer and identifies the performance
obligations. The main performance obligations are the provisions of the following: providing of the Company’s products; cloud based
monitoring services; extended warranty services and communication services. Depending on the shipping terms agreed with the customer,
the Company may perform shipping and handling activities after the customer obtains control of the goods and revenue is recognized. The
Company has elected to account for shipping and handling costs as activities to fulfill the promise to transfer the goods. As a result
of this accounting policy election, the Company does not consider shipping and handling activities after the customer obtains control
of the goods as promised services to its customers.
F - 19
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
(3) Determine
the transaction price
The
transaction price is the amount of consideration to which the Company is entitled in exchange for transferring promised goods or services
to a customer, excluding amounts collected on behalf of third parties. Generally, the Company does not provide price protection, stock
rotation, and/or right of return. The Company determines the transaction price for all satisfied and unsatisfied performance obligations
identified in the contract from contract inception to the beginning of the earliest period presented. Rebates or discounts on goods or
services are accounted for as variable consideration. The rebate or discount program is applied retrospectively for future purchases.
Provisions for rebates, sales incentives, and discounts to customers are accounted for as reductions in revenue in the same period the
related sales are recorded.
Accrual
for rebates for direct customers is presented net of receivables. Accrual for sale incentives related to non-direct customers is presented
under accrued expenses and other current liabilities. The Company accrued $ 176,706
and $ 152,717
for rebates and sales incentives as of December 31, 2022 and 2021, respectively.
When
a contract provides a customer with payment terms of more than a year, the Company considers whether those terms create variability in
the transaction price and whether a significant financing component exists.
As
of December 31, 2022, the Company has not provided payment terms of more than a year.
The
performance obligations that extend for a period greater than one year are those that include a financial component: (i) warranty extension
services, (ii) cloud-based monitoring, and (iii) communication services. The Company recognizes financing component expenses in its consolidated
statement of income in relation to advance payments for performance obligations that extend for a period greater than one year. These
financing component expenses are reflected in the Company’s deferred revenues balance.
(4) Allocate
the transaction price to the performance obligations in the contract
The
Company performs an allocation of the transaction price to each separate performance obligation, in proportion to their relative standalone
selling prices.
(5) Recognize
revenue when a performance obligation is satisfied
Revenue
is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Control
either transfers over time or at a point in time, which affects when revenue is recorded.
Revenues from sales of products are
recognized based on the transfer of control, which includes but is not limited to, the agreed International Commercial terms, or “INCOTERMS”.
Revenues related to warranty extension services, cloud-based monitoring, and communication services are recognized over time on a straight-line
basis.
Deferred
revenues consist of deferred cloud-based monitoring services, communication services, warranty extension services and advance payments
received from customers for the Company’s products. Deferred revenues are classified as short-term and long-term deferred revenues
based on the period in which revenues are expected to be recognized (see Note 14).
F - 20
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
v. Cost
of revenues:
Cost
of revenues includes the following: product costs consisting of purchases from contract manufacturers and other suppliers, direct and
indirect manufacturing costs, shipping and handling, support, warranty expenses, provision for losses related to slow moving and dead
inventory, personnel and logistics costs.
Shipping
and handling costs, which amounted to $ 257,753 ,
$ 116,574
and $ 101,597 ,
for the years ended December 31, 2022, 2021 and 2020, respectively, are included in the cost of revenues in the consolidated statements
of income. Shipping and handling costs include custom tariff charges and all other costs associated with the distribution of finished
goods from the Company’s point of sale directly to its customers.
w. Warranty
obligations:
The
Company provides a product warranty for its solar segment related products as follows: a standard 10 -year
limited warranty for its residential batteries, a standard 12 -year
limited warranty for the majority of its inverters, that is extendable up to 25
years for an additional cost and a 25 -year
limited warranty for power optimi z ers.
The
Company maintains reserves to cover the expected costs that could result from the standard warranty. The warranty liability is in the
form of product replacement and associated costs. Warranty reserves are based on the Company’s best estimate of such costs and are
included in cost of revenues. The reserve for the related warranty expenses is based on various factors including assumptions about the
frequency of warranty claims on product failures, derived from results of accelerated lab testing, field monitoring, analysis of the history
of product field failures, and the Company’s reliability estimates.
The
Company has established a reliability measurement system based on the units’ estimated mean time between failure, or MTBF, a metric
that equates to a steady-state failure rate per year for each product generation. The MTBF predicts the expected failure rate of each
product within the Company's products installed base during the expected product warranted lifetime.
The
Company performs accelerated life cycle testing, which simulates the service life of the product in a short period of time.
The
accelerated life cycle tests incorporate test methodologies derived from standard tests used by solar module vendors to evaluate the period
over which solar modules wear out. Corresponding replacement costs are updated periodically to reflect changes in the Company’s
actual and estimated production costs for its products, rate of usage of refurbished units as a replacement of faulty units, and other
costs related to logistic and subcontractors’ services associated with the replacement products.
In
addition, through the collection of actual field failure statistics, the Company has identified several additional failure causes that
are not included in the MTBF model. Such causes, which mostly consist of design errors, workmanship errors caused during the manufacturing
process and, to a lesser extent, replacement of non-faulty units by installers, result in generating additional replacement costs to the
replacement costs projected under the MTBF model.
For
other products, the Company accrues for warranty costs based on the Company’s best estimate of product and associated costs. The
Company’s other products are sold with a standard limited warranty that typically range in duration from one to ten years.
Warranty
obligations are classified as short-term and long-term obligations based on the period in which the warranty is expected to be claimed.
F - 21
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
x. Convertible
senior notes:
Effective
January 1, 2021, the Company early adopted ASU 2020-06 using the modified retrospective approach. The Notes are accounted for as a single
liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. Adoption of
the new standard resulted in an increase of retained earnings in the amount of $ 2,884 ,
a decrease of an additional paid-in capital in the amount of $ 36,336 ,
an increase of convertible senior notes, net, in the amount of $ 45,282
and a decrease of deferred tax liabilities, net, in the amount of $ 11,830 .
The impact of adoption of this standard on the Company’s earnings per share was immaterial.
The
Company’s Convertible Senior Notes are included in the calculation of diluted Earnings Per Share (“EPS”) if the assumed
conversion into common shares is dilutive, using the “if-converted” method. This involves adding back the periodic non-cash
interest expense net of tax associated with the Notes to the numerator and by adding the shares that would be issued in an assumed conversion
(regardless of whether the conversion option is in or out of the money) to the denominator for the purposes of calculating diluted EPS,
unless the Notes are antidilutive (see Note 21).
y. Advertising
costs
Advertising
costs are expensed when incurred and are included in sales and marketing expenses in the consolidated statements of income. The Company
incurred advertising expenses of $ 11,090 ,
$ 6,323 ,
and $ 4,199
for the years ended December 31, 2022, 2021, and 2020, respectively.
z. Research
and development costs:
Research
and development costs, are charged to the consolidated statement of income as incurred.
aa. Concentrations
of credit risks:
Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term
bank deposits, restricted bank deposits, marketable securities, trade receivables, derivative instruments and other accounts receivable.
Cash
and cash equivalents, short-term bank deposits and restricted bank deposits are mainly invested in major banks in the U.S., Israel, Germany
and Korea. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly,
minimal credit risk exists with respect to these investments.
The
Company's debt marketable securities include investments in highly-rated corporate debentures (located mainly in U.S., Canada, France,
UK, Cayman Islands and other countries) and governmental bonds . The financial institutions that hold
the Company's debt marketable securities are major financial institutions located in the United States. The Company believes its debt
marketable securities portfolio is a diverse portfolio of highly-rated securities and the Company's investment policy limits the amount
the Company may invest in an issuer (see Note 2g.).
The
trade receivables of the Company derive from sales to customers located primarily in the United States and Europe.
The
Company performs ongoing credit evaluations of its customers for the purpose of determining the appropriate allowance for credit losses
(see Note 2i.). The Company generally does not require collaterals, however, in certain circumstances, the Company may require letters
of credit, other collateral, or additional guarantees. From time to time, the Company may purchase trade credit insurance.
F - 22
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The Company
had one major customer (customers with attributable revenues that represents more than 10% of total revenues) for the year ended December
31, 2022, two major customers for the year ended December 31, 2021, and one major customer for the year ended December 31, 2020 that accounted
for approximately 18.5 %,
30.9 %%
and 14.8 %
of the Company’s consolidated revenues, respectively. All of the revenues from these customers were generated in the solar segment.
The
Company had three major customers (customer with a balance that represents more than 10% of total trade receivables, net) as of December
31, 2022 and two major customers for the year ended December 31, 2021 that accounted in the aggregate for approximately 42.2 %
and 39.3 %,
of the Company’s consolidated trade receivables, net, respectively.
ab. Concentrations
of supply risks:
The
Company depends on two contract manufacturers and several limited or single source component suppliers, including, Samsung SDI, that provides
lithium-ion battery cells required for the Company's residential storage solution. Reliance on these vendors makes the Company vulnerable
to possible capacity constraints and reduced control over component availability, delivery schedules, manufacturing yields, and costs.
As
of December 31, 2022 and 2021, two contract manufacturers collectively accounted for 34.3 %
and 27.9 %
of the Company’s total trade payables, net, respectively.
In
the second quarter of 2022, the Company announced the opening of “Sella 2”, a two gigawatt-hour (GWh) Li-Ion battery cell
manufacturing facility located in South Korea. Sella 2 is in the ramp-up phase, that is expected to continue throughout 2023. Sella
2 is the Company's second owned manufacturing facility following the establishment of Sella 1 in 2020. Sella 1 is the Company's manufacturing
facility in the North of Israel that produces power optimizers and inverters for the Company's solar activities.
ac. Fair
value of financial instruments:
The
following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:
The
carrying value of cash and cash equivalents, short-term bank deposits, restricted bank deposits, trade receivables, net, long term bank
loans and current maturities, prepaid expenses and other current assets, trade payables, net, employee and payroll accruals and accrued
expenses and other current liabilities approximate their fair values due to the short-term maturities of such instruments.
Assets
measured at fair value on a recurring basis as of December 31, 2022 and 2021 are comprised of money market funds, derivative
instruments and marketable securities (see Note 12).
The
Company applies ASC 820 “Fair Value Measurements and 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 for the sale of 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.
F - 23
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
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.
ad. Stock-based
compensation:
The
Company uses the closing trading price of its common stock on the day before the grant date as the fair value of awards of restricted
stock units ("RSUs"), and performance stock units that are based on the Company's financial performance targets ("PSUs"). The compensation
expense for RSUs is recognized using a straight-line attribution method over the requisite employee service period while compensation
expense for PSUs is recognized using an accelerated amortization model. The Company estimates the forfeitures at the time of grant and
revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on actual
historical pre-vesting forfeitures.
The
Company granted under its 2015 Plan, PSU awards to certain employees and officers which vest upon the achievement of certain performance
or market conditions subject to their continued employment with the Company.
The
market condition for the PSUs is based on the Company’s total shareholder return ("TSR") compared to the TSR of companies listed
in the S&P 500 index over a one to three year performance period. The Company uses a Monte-Carlo simulation to determine the grant
date fair value for these awards, which takes into consideration the market price of a share of the Company’s common stock on the
date of grant less the present value of dividends expected during the requisite service period, as well as the possible outcomes pertaining
to the TSR market condition. The Company recognizes such compensation expenses on an accelerated vesting method.
The
Company selected the Black-Scholes-Merton option-pricing model as the most appropriate fair value method for its stock-option awards and
Employee Stock Purchase Plan (“ESPP”). The option-pricing model requires a number of assumptions, of which the most significant
are the fair market value of the underlying common stock, expected stock price volatility, and the expected option term. Expected volatility
for stock-option awards and ESPP was calculated based upon the Company’s stock prices. The expected term of options granted is based
upon historical experience and represents the period between the options’ grant date and the expected exercise or expiration date.
The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company does not use dividend
yield rate since the Company has not declared or paid any dividends on its common stock and does not expect to pay any dividends in the
foreseeable future.
A
modification of the terms of a stock-based award is treated as an exchange of the original award for a new award with total compensation
cost equal to the grant-date fair value of the original award plus the incremental value of the modification to the award.
F - 24
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The fair value for options granted to employees and ESPP in the years ended December 31, 2022, 2021 and 2020, is
estimated at the date of grant using the following assumptions:
Year ended December 31,
2022
2021
2020
Employee
Stock Options (1)
Risk-free interest
-
0.43 %
1.73 %
Dividend yields
-
0 %
0 %
Volatility
-
60.74 %
58.98 %
Expected option term in years
-
5.48
6.00
Estimated forfeiture rate
-
0 %
0 %
ESPP
Risk-free interest
1.64 %
- 4.70 %
0.03 %
- 0.10 %
0.09 %
- 1.63 %
Dividend yields
0 %
0 %
0 %
Volatility
71.28 %
- 71.97 %
48.39 %
- 76.05 %
55.95 %
- 92.57 %
Expected term
6
months
6
months
6
months
PSU
Risk-free interest
1.77 %
-
-
Dividend yields
0 %
-
-
Volatility
67.42 %
-
-
Expected term
1
- 3
years
-
-
(1)
No new options were granted in 2022.
ae. Earnings
per share
Basic
net EPS is computed by dividing the net earnings attributable to SolarEdge Technologies, Inc. by the weighted-average number of shares
of common stock outstanding during the period.
Diluted
net EPS is computed by giving effect to all potential shares of common stock, to the extent dilutive, including stock options, RSUs, PSUs,
shares to be purchased under the Company’s ESPP, and the Notes due 2025, all in accordance with ASC No. 260, "Earnings Per Share."
af. Income
taxes:
The
Company and its subsidiaries account for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 prescribes the use
of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial
reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences
are expected to reverse.
Deferred
income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax
bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are
evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not be realized. The
Company considers all available evidence, including historical information, long range forecast of future taxable income and evaluation
of tax planning strategies. Amounts recorded for valuation allowance can result from a complex series of judgments about future events
and can rely on estimates and assumptions.
Tax
has not been recorded for (a) taxes that would apply in the event of disposal of investments in subsidiaries, as it is generally the Company’s
intention to hold these investments, not to realize them; and (b) taxes that would apply on the distribution of unremitted earnings from
foreign subsidiaries, as these are retained for reinvestment in the Group.
F - 25
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The
Company accounts for uncertain tax positions in accordance with ASC 740-10 two-step approach to recognizing and measuring uncertain tax
positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of
available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be
sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit
as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement.
ag. New
accounting pronouncements not yet effective:
From
time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting
bodies are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards
that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
ah. Recently
issued and adopted pronouncements:
In
October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-08, Accounting for Contract Assets and
Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and
measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in
Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is
effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU
should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. The Company elected to early
adopt ASU 2021-08 on January 1, 2022, and will apply this new guidance to all business combinations consummated subsequent to this date.
Currently, this ASU has no impact on the Company's consolidated financial statements.
In
November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2021-10, Government
Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. Under ASU 2021-10, the accounting entities with
transactions with a government that are accounted for by analogy to a grant or contribution accounting model are required to annually
disclose certain information regarding the transaction including: (i) nature and related accounting policy used; (ii) line items on the
balance sheet and income statement affected by the transactions; (iii) amounts applicable to each line item; and (iv) significant terms
and conditions. This guidance is effective for financial statements issued for annual periods beginning after December 15, 2021. The adoption
of this ASU has a minor impact on the disclosures to the annual consolidated financial statements.
ai. Certain
prior period amounts have been reclassified to conform to the current period presentation.
F - 26
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
3: MARKETABLE SECURITIES
The
following is a summary of available-for-sale marketable securities at December 31, 2022:
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
Available-for-sale –
matures within one year:
Corporate bonds
$
222,482
$
-
$
( 4,657
)
$
217,825
Governmental bonds
23,845
-
( 553
)
23,292
246,327
-
( 5,210
)
241,117
Available for-sale –
matures after one year:
Corporate bonds
657,238
80
( 26,460
)
630,858
Governmental bonds
15,250
-
( 617
)
14,633
672,488
80
( 27,077
)
645,491
Total
$
918,815
$
80
$
( 32,287
)
$
886,608
The
following is a summary of available-for-sale marketable securities at December 31, 2021:
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
Available-for-sale –
matures within one year:
Corporate bonds
$
160,462
$
23
$
( 320
)
$
160,165
Governmental bonds
7,576
-
( 13
)
7,563
168,038
23
( 333
)
167,728
Available for-sale –
matures after one year:
Corporate bonds
474,412
9
( 5,580
)
468,841
Governmental bonds
13,506
-
( 119
)
13,387
487,918
9
( 5,699
)
482,228
Total
$
655,956
$
32
$
( 6,032
)
$
649,956
Proceeds
from maturity of available-for-sale marketable securities during the years ended December 31, 2022, 2021 and 2020, were $ 201,974 ,
$ 187,375
and $ 141,839 ,
respectively.
Proceeds
from sales of available-for-sale marketable securities during the year ended December 31, 2022 were $ 29,236 ,
which led to realized losses of $ 434 .
Proceeds
from sales of available-for-sale marketable securities during the year ended December 31, 2021 were $ 14,813 ,
which led to realized losses of $ 16 .
The
Company had no proceeds from sales of available-for sale, marketable securities during the year ended December 31, 2020, therefore no
realized gains or losses from the sale of available-for-sale marketable securities were recognized.
F - 27
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
4: INVENTORIES, NET
As
of December 31,
2022
2021
Raw
materials
$
503,257
$
247,386
Work
in process
23,407
13,863
Finished
goods
202,537
118,894
$
729,201
$
380,143
The
Company recorded inventory write-downs of $ 10,170 ,
$ 7,142 and
$ 8,864
for the years ended December 31, 2022, 2021 and 2020, respectively.
NOTE
5: PREPAID EXPENSES AND OTHER CURRENT ASSETS
As
of December 31,
2022
2021
Vendor non-trade
receivables (*)
$
147,597
$
71,041
Government authorities
55,670
63,440
Prepaid expenses
and other
37,815
42,511
$
241,082
$
176,992
(*)
Vendor non-trade receivables derived from the sale of components to manufacturing vendors who manufacture products for the Company. The
Company purchases these components directly from other suppliers. The Company does not reflect the sale of these components to the contract
manufacturers in its revenues (see Note 19b).
NOTE
6: PROPERTY, PLANT AND EQUIPMENT, NET
As
of December 31,
2022
2021
Cost:
Land
$
13,070
$
13,829
Buildings and plants
152,218
62,519
Computers and peripheral
equipment
46,376
44,960
Office furniture
and equipment
10,911
10,772
Laboratory and
testing equipment
58,454
41,365
Machinery and equipment
315,155
201,406
Leasehold improvements
85,147
73,991
Assets under construction
and payments on account
47,168
112,037
Gross property,
plant and equipment
728,499
560,879
Less - accumulated
depreciation
184,530
150,500
Total property,
plant and equipment, net
$
543,969
$
410,379
Depreciation
expenses for the years ended December 31, 2022, 2021 and 2020, were $ 40,580 ,
$ 29,359 and
$ 22,355 ,
respectively.
F - 28
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
7: LEASES
The
following table summarizes the Company’s lease-related assets and liabilities recorded in the consolidated balance sheets:
Description
Classification
on the consolidated Balance Sheet
2022
2021
Assets:
Operating
lease assets, net of lease incentive obligation
Operating
lease right-of use assets, net
$
62,754
$
47,137
Finance
lease assets
Property,
plant and equipment, net
52,934
41,758
Total
lease assets
$
115,688
$
88,895
Liabilities:
Operating
leases short term
Accrued
expenses and other current liabilities
$
16,183
$
12,728
Finance
leases short term
Accrued
expenses and other current liabilities
3,263
1,875
Operating
leases long term
Operating
lease liabilities
46,256
38,912
Finance
leases long term
Finance
lease liabilities
45,385
40,508
Total
lease liabilities
$
111,087
$
94,023
The
following table presents certain information related to the operating and finance leases:
Year
ended December 31,
2022
2021
Finance
leases:
Finance
lease cost
$
4,196
$
2,065
Weighted
average remaining lease term in years
16.28
16.43
Weighted
average annual discount rate
2.30
%
1.93
%
Operating
leases:
Operating
lease cost
$
15,901
$
14,890
Weighted
average remaining lease term in years
8.33
10.25
Weighted
average annual discount rate
2.17
%
1.68
%
The
following table presents supplemental cash flows information related to the lease costs for operating and finance leases:
Year
ended December 31,
2022
2021
Cash
paid for amounts included in measurement of lease liabilities:
Operating
cash flows for operating leases
$
16,343
$
14,890
Operating
cash flows for finance leases
$
420
$
523
Financing
cash flows for finance leases
$
2,834
$
1,293
F - 29
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The
following table reconciles the undiscounted cash flows for each of the first five years and the total of the remaining years of the operating
and finance lease liabilities recorded in the consolidated balance sheets:
Operating
Leases
Finance
Leases
2023
$
16,330
$
3,298
2024
14,746
3,369
2025
7,338
3,539
2026
4,246
3,539
2027
3,285
4,083
Thereafter
22,085
40,445
Total
lease payments
$
68,030
$
58,273
Less
amount of lease payments representing interest
( 5,591
)
( 9,625
)
Present
value of future lease payments
$
62,439
$
48,648
Less
current lease liabilities
( 16,183
)
( 3,263
)
Long-term
lease liabilities
$
46,256
$
45,385
F - 30
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
8: INTANGIBLE
ASSETS, NET
In
June 2022, the Company decided to discontinue its stand-alone uninterrupted power supply activities or UPS (“Critical Power”).
The Company recorded a loss in the amount of $ 1,226
pertaining to Critical Power's current technology and customer relationships.
In
October 2022, following the e-Mobility and Automation Machines reporting unit’s goodwill analysis, an impairment test for long-lived
assets was performed. The test included comparing the sum of the estimated undiscounted future cash flow attributable to the identified
assets group and its carrying amounts, and recognizing an impairment for the amount to which the carrying amount exceeds the fair value
of the assets groups. As a result, the Company recorded a current technology impairment of $ 26,917
related to e-Mobility's asset group and a $ 245
trade name impairment related to Automation Machines' asset group. The impairments are recorded under Goodwill impairment and other operating
expenses (income), net in the consolidated statement of income.
Acquired
intangible assets consisted of the following as of December 31, 2022, and 2021:
As
of December 31,
2022
2021
Intangible
assets with finite lives:
Current
Technology
$
29,196
$
74,976
Customer
relationships
2,958
3,946
Trade
names
3,287
3,929
Assembled
workforce
3,575
3,575
Patents
1,400
1,400
Gross
intangible assets
40,416
87,826
Less
- accumulated amortization
( 20,487
)
( 28,965
)
Total
intangible assets, net
$
19,929
$
58,861
Amortization
expenses for the years ended December 31, 2022 , 2021 and 2020 ,
were $ 9,096 ,
$ 10,176
and $ 9,479 ,
respectively.
Expected
future amortization expenses of intangible assets as of December 31, 2022 are as follows:
2023
$
5,736
2024
5,717
2025
3,890
2026
3,826
2027
558
2028 and
thereafter
202
$
19,929
F - 31
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
9: GOODWILL
Goodwill
is tested for impairment annually in the fourth quarter of each year and is examined between annual tests if an event occurs or circumstances
change that would indicate the carrying amount may be impaired.
In
June 2022, the Company decided to discontinue its stand-alone Critical Power activities . The Company recorded a loss in the
amount of $ 2,782
pertaining to Critical Power's goodwill.
The
Company completed its annual goodwill impairment test in the fourth quarter of 2022 for all reporting units and determined the following:
Qualitative
assessment of the Company’s storage reporting unit was performed in order to determine w hether it is necessary to conduct
the quantitative goodwill impairment test . Based on the results, the Company believes that it is more likely than not that the
fair value of said reporting unit is greater than its carrying value and therefore a quantitative goodwill impairment test was not performed,
and no goodwill impairment was recorded.
Due
to impairment indicators of the e-Mobility reporting unit, which include, among other things, a shift in the Company's strategy that may
result in a decline of the projected growth forecasted at the time of acquisition, the Company performed a quantitative goodwill impairment
test. As a result, the Company recorded goodwill impairment in the amount of $ 80,534
which is presented under Goodwill impairment and other operating expenses (income), net in the consolidated statement of
income.
In
addition, a quantitative test has also been performed for the Automation Machines reporting unit due to indicators of impairment
identified, which include, amo ng other things, managerial changes and a decline in the overall financial performance compared
with past projections. As a result, the Company recorded goodwill impairment in the amount of $ 6,788 ,
which was recorded under Goodwill impairment and other operating expenses (income), net in the consolidated statement of
income.
The
fair value of the reporting units was estimated using a discounted cash flow analysis. When performing this analysis, the Company also
considered multiples of earnings from comparable public companies. The decline in fair value primarily resulted from an increased discount
rate and reduced estimated future cash flows.
The following summarizes
the goodwill activity for the year ended December 31, 2022 , and 2021 :
Solar
All
other
Total
Goodwill
at December 31, 2020
$
33,255
$
107,224
$
140,479
Changes
during the year:
Foreign
currency adjustments
( 2,750
)
( 8,100
)
( 10,850
)
Goodwill
at December 31, 2021
30,505
99,124
129,629
Changes
during the year:
Foreign
currency adjustments
( 1,737
)
( 6,599
)
( 8,336
)
Accumulated
impairment losses
-
( 90,104
)
( 90,104
)
Goodwill
at December 31, 2022
$
28,768
$
2,421
$
31,189
As
of December 31, 2022 there were $ 90,104
accumulated goodwill impairment losses. As of December 31, 2021 and 2020 there were no accumulated goodwill impairment losses.
F - 32
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
10: INVESTMENT IN PRIVATELY-HELD COMPANY
On
January 31, 2021, the Company completed an investment of $ 11,643
in the preferred stock of AutoGrid Systems, Inc. ("AutoGrid"), a privately held company.
On
February 1, 2021, the Company signed on a preferred stock purchase agreement for an additional investment of $ 5,000
in AutoGrid's preferred stock (the "second investment"). On April 28, 2021, the Company completed the second investment.
The
Company accounted for the AutoGrid investment as an equity investment without readily determinable fair values .
On
July 20, 2022, the Company completed the sale of its investment in AutoGrid for proceeds of $ 24,362 ,
thus recognizing a gain of $ 7,719
which was recorded in the statement of income under "Other income".
Investments
in privately-held companies are included within other long-term assets in the consolidated balance sheets. As of December 31,
2022 , the Company had no investments in privately-held companies. As of December 31, 2021 , the carrying value of investments
in privately-held companies was $ 16,643 .
No
impairment or other adjustments related to observable price changes in orderly transactions for identical or similar investments were
identified up to the date of the sale.
NOTE
11: DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES
As
of December 31, 2022 , the Company entered into forward contracts and put and call options to sell
U.S. dollars (“USD”) for NIS in the amount of approximately NIS 194
million and NIS 18
million , respectively.
The
fair values of outstanding derivative instruments were as follows:
Balance
sheet location
December 31 ,
2022
December 31,
2021
Derivative
assets of options and forward contracts:
Designated
cash flow hedges
Prepaid
expenses and other current assets
$
-
$
992
Non-designated
hedges
Prepaid
expenses and other current assets
-
3,017
Total
derivative assets
$
-
$
4,009
Derivative
liabilities of options and forward contracts:
Designated
cash flow hedges
Accrued
expenses and other current liabilities
$
( 1,874
)
$
-
Non-designated
hedges
Accrued
expenses and other current liabilities
-
( 169
)
Total
derivative liabilities
$
( 1,874
)
$
( 169
)
Gains (losses) on derivative
instruments recognized in the consolidated statements of income are summarized below:
Year
ended December 31,
2022
2021
2020
Affected
line item
Foreign
exchange contracts
Non
Designated Hedging Instruments
$
4,716
$
9,417
$
( 4,013
)
Financial
income (expense), net
See
Note 20 for information regarding gains (losses) from designated hedging instruments reclassified from accumulated other comprehensive
loss.
F - 33
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
Gains
(losses) on derivative instruments recognized in the consolidated statements of comprehensive income were as follows:
Year
ended December 31
2022
2021
2020
Foreign
exchange contracts:
Designated
Hedging Instruments
$
( 8,965
)
$
3,289
$
966
As of December 31, 2022, the Company
estimates that all of the net derivative losses related to the Company's foreign exchange cash flow hedges included in accumulated other
comprehensive loss will be reclassified into earnings within the next 12 months.
NOTE
12: FAIR VALUE MEASUREMENTS
In
accordance with ASC 820, the Company measures its cash equivalents and marketable securities, at fair value using the market approach
valuation technique. Cash and cash equivalents are classified within Level 1 because these assets are valued using quoted market prices.
Marketable securities and foreign currency derivative contracts are classified within level 2 due to these assets being valued by alternative
pricing sources and models utilizing market observable inputs.
The
following table sets forth the Company’s assets that were measured at fair value as of December 31, 2022 and 2021 by level within
the fair value hierarchy:
Fair
Value
Hierarchy
Fair
value measurements as of
Description
December 31,
2022
December 31,
2021
Assets:
Cash and cash equivalents:
Cash
Level
1
$
695,004
$
508,389
Money
market mutual funds
Level
1
$
25,149
$
21,680
Deposits
Level
1
$
62,959
$
20
Derivative instruments
Level
2
$
-
$
4,009
Short-term marketable
securities:
Corporate
bonds
Level
2
$
217,825
$
160,165
Governmental
bonds
Level
2
$
23,292
$
7,563
Long-term marketable
securities:
Corporate
bonds
Level
2
$
630,858
$
468,841
Governmental
bonds
Level
2
$
14,633
$
13,387
Liabilities:
Derivative instruments
Level
2
$
( 1,874 )
$
( 169 )
In addition
to assets and liabilities that are recorded at fair value on a recurring basis, impairment indicators may subject goodwill and long-lived
assets to nonrecurring fair value measurements. The implied fair values of the e-Mobility and Automation Machines reporting units were
estimated using the discounted cash flow approach (see Notes 8 and 9). The inputs to these models are considered Level 3.
F - 34
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
13: WARRANTY
OBLIGATIONS
Changes
in the Company’s product warranty obligations for the years ended December
31, 2022 , 2021 and 2020 were as follows:
December
31,
2022
2021
2020
Balance,
at the beginning of the period
$
265,160
$
204,994
$
172,563
Additions
and adjustments to cost of revenues
239,401
150,684
102,832
Usage
and current warranty expenses
( 119,504
)
( 90,518
)
( 70,401
)
Balance,
at end of the period
385,057
265,160
204,994
Less
current portion
( 103,975
)
( 71,480
)
( 62,614
)
Long
term portion
$
281,082
$
193,680
$
142,380
NOTE
14: DEFERRED REVENUES
Deferred
revenues consist of deferred cloud-based monitoring services, communication services, warranty extension services and advance payments
received from customers for the Company’s products. Deferred revenues are classified as short-term and long-term deferred revenues
based on the period in which revenues are expected to be recognized.
Significant
changes in the balances of deferred revenues during the period are as follows :
December
31,
2022
2021
2020
Balance,
at the beginning of the period
$
169,345
$
140,020
$
160,797
Revenue
recognized
( 23,017
)
( 26,093
)
( 72,046
)
Increase
in deferred revenues and customer advances
67,249
55,418
51,269
Balance,
at the end of the period
213,577
169,345
140,020
Less
current portion
( 26,641
)
( 17,789
)
( 24,648
)
Long
term portion
$
186,936
$
151,556
$
115,372
The
following table includes estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied
(or partially unsatisfied) as of December 31, 2022 :
2023
$
26,641
2024
10,891
2025
10,160
2026
9,691
2027
7,565
Thereafter
148,629
Total deferred revenues
$
213,577
F - 35
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
15: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
As
of December 31,
2022
2021
Accrued
expenses
$
117,638
$
57,158
Government
authorities
67,514
22,631
Operating
lease liabilities
16,183
12,728
Accrual
for sales incentives
6,790
3,048
Provision
for legal claims
43
11,622
Other
5,944
2,192
Total
accrued expenses and other current liabilities
$
214,112
$
109,379
NOTE
16: CONVERTIBLE SENIOR NOTES
On
September 25, 2020, the Company sold $ 632,500
aggregate principal amount of its 0.00 %
convertible senior notes due 2025 (the “Notes”). The Notes were sold pursuant to an indenture, dated September 25, 2020 (the
“Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes do
not bear regular interest and mature on September
15, 2025 , unless earlier repurchased or converted in accordance with their terms. The Notes are general senior unsecured
obligations of the Company.
Holders
may convert their Notes prior to the close of business on the business day immediately preceding June 15, 2025 in multiples of $ 1,000
principal amount, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending
on December 31, 2020 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading
days (whether or not consecutive) during the period of 30
consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than
or equal to 130% of the conversion price on each applicable trading day; (2) during the five-business-day period after any five consecutive
trading day period in which the trading price per $1,000 principal amount of the Notes for each trading day of that five consecutive trading
day period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading
day; or (3) upon the occurrence of specified corporate events as described in the Indenture. In addition, holders may convert their Notes,
in multiples of $1,000 principal amount, at their option at any time beginning on or after June 15, 2025, and prior to the close of business
on the second scheduled trading day immediately preceding the stated maturity date of the Notes, without regard to the foregoing circumstances. The
initial conversion rate for the Notes was 3.5997
shares of common stock per $ 1,000
principal amount of Notes, which is equivalent to an initial conversion price of approximately $ 277.80
per share of common stock, subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture.
Upon
conversion, the Company may choose to pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares
of common stock.
In
addition, upon the occurrence of a fundamental change (as defined in the Indenture), holders of the Notes may require the Company to repurchase
all or a portion of their Notes, in multiples of $ 1,000
principal amount, at a repurchase price of 100% of the principal amount of the Notes, plus any accrued and unpaid special interest, if
any, to, but excluding, the repurchase date. If certain fundamental changes referred to as make-whole fundamental changes occur, the conversion
rate for the Notes may be increased.
F - 36
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The
Convertible Senior Notes consisted of the following as of December 31, 2022 and 2021:
As
of December 31,
2022
2021
Liability:
Principal
$
632,500
$
632,500
Unamortized
issuance costs
( 8,049
)
( 10,965
)
Net
carrying amount
$
624,451
$
621,535
Effective
January 1, 2021, the Company early adopted ASU 2020-06 using the modified retrospective approach and therefore the Company did not record
amortized debt discount costs related to the Notes in the years ended December 31, 2022 and 2021. For the year ended December 31, 2020,
the Company recorded amortized debt discount costs related to the Notes in the amount of $ 2,480 .
For
the years ended December 31, 2022 , 2021 and 2020
the Company recorded amortized debt issuance costs related to the Notes in the amount of $ 2,916 ,
$ 2,903
and $ 3,185 ,
respectively .
As
of December 31, 2022, the issuance costs of the Notes will be amortized over the remaining term of approximately 2.7
years.
The
annual effective interest rate of the liability component following the adoption of ASU 2020-06 is 0.47 %.
As
of December 31, 2022, the estimated fair value of the Notes, which the Company has classified as Level 2 financial instruments, is $ 831 .
The estimated fair value was determined based on the quoted bid price of the Notes in an over-the-counter market on the last trading day
of the reporting period.
As
of December 31, 2022, the if-converted value of the Notes exceeded the principal amount by $ 12,452 .
NOTE
17: OTHER LONG TERM LIABILITIES
As
of December 31,
2022
2021
Tax
liabilities
$
3,830
$
5,105
Accrued
severance pay
9,848
10,632
Other
2,078
3,805
$
15,756
$
19,542
F - 37
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
18: STOCK
CAPITAL
a. Common
stock rights:
Common
stock confers upon its holders the right to receive notice of, and to participate in, all general meetings of the Company, where each
share of common stock shall have one vote for all purposes, to share equally, on a per share basis, in bonuses, profits, or distributions
out of fund legally available therefor, and to participate in the distribution of the surplus assets of the Company in the event
of liquidation of the Company.
b. Secondary
public offering:
On
March 17, 2022, the Company offered and sold 2,300,000
shares of the Company’s common stock, at a public offering price of $ 295.00
per share. The shares of Common Stock were issued and sold in a registered offering pursuant to the underwriting agreement dated March
17, 2022, among the Company, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC (the “Underwriting
Agreement”). All of the offered shares were issued at closing, including 300,000
shares of Common Stock that were issued and sold pursuant to the underwriters’ option to purchase additional shares under the Underwriting
Agreement, which was exercised in full on March 18, 2022.
The
net proceeds to the Company were $ 650,526
after deducting underwriters' discounts of $ 27,140
and commissions of $ 834 .
c. Equity
Incentive Plans:
The
Company’s 2007 Global Incentive Plan (the “2007 Plan”) was adopted by the board of directors on August 30, 2007. The
2007 Plan terminated upon the Company’s IPO on March 31, 2015 and no further awards may be granted thereunder. All outstanding awards
will continue to be governed by their existing terms and 379,358
available options for future grants were transferred to the Company’s 2015 Global Incentive Plan (the “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, restricted stock units ("RSU"), performance stock units ("PSU"), and other share-based awards to directors,
employees, officers, and non-employees of the Company and its subsidiaries. As of December 31,
2022, a total of 18,047,085
shares of common stock were reserved for issuance pursuant to stock awards under the 2015 Plan (the “Share Reserve”) ,
an aggregate of 9,410,816
shares are still available for future grants.
The
Share Reserve will automatically increase on January 1 st of each year during the term of the 2015 Plan, commencing on
January 1 st of the year following the year in which the 2015 Plan becomes effective, in an amount equal to 5 %
of the total number of shares of capital stock outstanding on December 31 st
of the preceding calendar year; provided, however, that the Company’s board of directors may determine that there will not be a
January 1 st increase in the Share Reserve in a given year or
that the increase will be less than 5% of the shares of capital stock outstanding on the preceding December 31 st .
The
Company granted under its 2015 Plan, PSU awards to certain employees and officers which vest upon the achievement of certain performance
or market conditions subject to their continued employment with the Company.
In
2021, the Company has also committed to issuing additional shares, which are subject to resale registration rights and which carry certain
performance conditions (including business performance targets and a continued service relationship with the Company) and are treated
as PSUs for accounting purposes.
F - 38
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The
market condition for the PSUs is based on the Company’s total shareholder return ("TSR") compared to the TSR of companies listed
in the S&P 500 index over a one to three year performance period. The Company uses a Monte-Carlo simulation to determine the grant
date fair value for these awards, which takes into consideration the market price of a share of the Company’s common stock on the
date of grant less the present value of dividends expected during the requisite service period, as well as the possible outcomes pertaining
to the TSR market condition. The Company recognizes such compensation expenses on an accelerated vesting method.
The aggregate maximum number of shares
of common stock that may be issued on the exercise of incentive stock options is 10,000,000 .
As of December 31, 2022, an aggregate of 8,617,974
options are still available for future grants under the 2015 Plan.
A
summary of the activity in stock options and related information is as follows:
Number
of
options
Weighted
average
exercise
price
Weighted
average
remaining
contractual
term
in years
Aggregate
intrinsic
Value
Outstanding
as of December 31, 2021
474,280
$
44.68
5.22
$
112,479
Exercised
( 135,008
)
29.77
-
-
Forfeited
or expired
( 243
)
5.01
-
-
Outstanding
as of December 31, 2022
339,029
$
50.64
4.86
$
79,414
Vested
and expected to vest as of December 31, 2022
338,345
$
50.45
4.85
$
79,315
Exercisable
as of December 31, 2022
300,865
$
38.52
4.58
$
73,875
The
aggregate intrinsic value in the tables above represents the total intrinsic value (the difference between the fair value of the 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 years ended December 31, 2022, 2021 and 2020 was $ 37,948 ,
$ 65,668 ,
and $ 251,564 ,
respectively.
There
were no options granted in 2022.
The weighted
average grant date fair value of options granted to employees and directors during the years ended December 31, 2021 and 2020, was $ 168.71
and $ 62.11 ,
respectively.
A
summary of the activity in the RSUs and related information is as follows:
Number of
RSUs
Weighted
average
grant date
fair value
Unvested as of January 1, 2022
1,759,972
$
189.25
Granted
683,548
266.06
Vested
( 805,872
)
131.79
Forfeited
( 149,133
)
214.65
Unvested as of December 31, 2022
1,488,515
$
232.05
F - 39
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
A summary
of the activity in the PSUs and related information is as follows:
Number
of
PSUs
Weighted
average
grant date
fair value
Unvested as of January 1, 2022
108,595
$
296.40
Granted
40,637
294.48
Unvested as of December 31, 2022
149,232
$
295.88
d. Employee
Stock Purchase Plan:
The
Company adopted an ESPP effective upon the consummation of the IPO. As of December 31, 2022 , total
of 3,662,737
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 common stock outstanding on December 31st of the preceding calendar year or 487,643
shares. However, the Company’s board of directors may reduce the amount of the increase in any particular year at their discretion,
including a reduction to zero.
The
ESPP is implemented through an offering every six months. According to the ESPP, eligible employees may use up to 15 %
of their salaries to purchase common stock up to an aggregate limit of $ 15
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.
As
of December 31, 2022 , 738,876
shares of common stock had been purchased under the ESPP.
As
of December 31, 2022 , 2,923,861
shares of common stock 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.
e. Stock-based
compensation expenses:
The
Company recognized stock-based compensation expenses related to all stock-based awards in the consolidated statement of income for the
years ended December 31, 2022, 2021 and 2020, as follows:
Year
ended December 31,
2022
2021
2020
Cost
of revenues
$
21,818
$
18,743
$
11,082
Research
and development
63,211
45,424
27,048
Selling
and marketing
31,017
22,834
19,413
General
and administrative
29,493
15,592
9,766
Total
stock-based compensation expenses
$
145,539
$
102,593
$
67,309
For
the year ended December 31, 2022, the Company capitalized $ 380
stock-based compensation related to the ERP implementation within other long-term assets in the consolidated
balance sheets for the year ended December 31, 2022. In 2021 and 2020 the Company did not capitalize any stock-based compensation
expenses.
F - 40
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The
total tax benefit associated with share-based compensation for the year ended December 31, 2022, 2021 and 2020 was $ 7,747 ,
$ 19,113
and $ 7,847 ,
respectively. The tax benefit realized from share-based compensation for the year ended December 31, 2022, 2021 and 2020 was $ 10,171 ,
$ 13,379
and $ 11,263 ,
respectively.
As
of December 31, 2022 , there were total unrecognized compensation expenses in the amount of $ 343,473
related to non-vested equity-based compensation arrangements granted. These expenses are expected to be recognized
during the period from October 1, 2022 through November 30, 2026.
NOTE
19: COMMITMENTS
AND CONTINGENT LIABILITIES
a.
Guarantees:
As
of December 31, 2022, contingent liabilities exist regarding guarantees in the amounts of $ 5,655
and $ 1,372
in respect of office rent lease agreements and customs and other transactions, respectively.
b.
Contractual
purchase obligations:
The
Company has contractual obligations to purchase goods and raw materials. These contractual purchase obligations relate to inventories
and other purchase orders, which cannot be canceled without penalty. In addition, the Company acquires raw materials or other goods and
services, including product components, by issuing authorizations to its suppliers to purchase materials based on its projected demand
and manufacturing needs.
As
of December 31, 2022, the Company had non-cancelable purchase obligations totaling approximately $ 1,590,229 ,
out of which the Company recorded a provision for loss in the amount of $ 7,002 .
As
of December 31, 2022, the Company had contractual obligations for capital expenditures totaling approximately $ 73,955 .
These commitments reflect purchases of automated assembly lines and other machinery related to the Company’s manufacturing process
as well as capital expenditures associated with the construction of Sella 2, the Company’s second lithium-ion cell and battery factory
in Korea.
c.
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.
In
September 2018, the Company’s German subsidiary, SolarEdge Technologies GmbH received a complaint filed by competitor SMA Solar
Technology AG (“SMA”). The complaint, filed in the District Court Düsseldorf, Germany, alleges that SolarEdge's 12.5kW
- 27.6kW inverters infringed on two of the plaintiff’s patents. SMA asserted a value in dispute of EUR 5.5
million (approximately $ 5,866 )
for both patents. The Company challenged the validity of both patents. With respect to one of the claims, in October 2020, the German
Patent Court rendered the SMA patent invalid, the invalidity was appealed by SMA and in January 2023, the German Supreme Court upheld
the finding of invalidity. With respect to the other claim, in November 2019, the first instance court stayed the infringement proceedings
since it considered it to be highly likely that the second SMA patent would also be rendered invalid. In August 2021, the German Patent
Court rendered SMA's second patent invalid, and this invalidity has been appealed by SMA and a hearing is pending. The Company believes
that it has meritorious defenses to these claims and intends to vigorously defend against the remaining lawsuit.
On
July 28, 2022, the Company was served with complaints filed by Ampt LLC in the International Trade Commission (the “Commission”)
pursuant to Section 337 of the Tariff Act of 1930, as amended, in the District Court for the District of Delaware alleging patent infringement
against the Company and its subsidiary SolarEdge Technologies Ltd. On October 24, 2022, the complaint filed in the District Court of Delaware
was administratively stayed until the Commission's action is resolved. The Company believes that it has meritorious defenses to the complaints
and intend to vigorously defend against them.
On
November 3, 2022, the Company received notice that a class action lawsuit was filed in the U.S District Court or the Southern District
of New York against the Company, SolarEdge Technologies Ltd., the Company’s CEO and the Company’s CFO, by a purported stockholder
of the Company, alleging violations of the Federal Securities Act in connection with complaints filed against the Company by Ampt LLC,
detailed above. On February 14, 2023, the lawsuit was voluntarily withdrawn by the plaintiffs and dismissed by the court.
F - 41
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
20: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized gains (losses) on available-for-sale marketable securities
Unrealized gains (losses) on cash flow hedges
Foreign currency translation adjustments on intra-entity transactions
that are of a long-term investment in nature
Unrealized gains (losses) on foreign currency translation
Total
Beginning balance as of January 1, 2020
$
264
$
—
$
—
$
( 2,073
)
$
( 1,809
)
Revaluation
45
1,101
—
5,690
6,836
Tax on revaluation
( 69
)
( 135
)
—
( 204
)
Other comprehensive income (loss) before reclassifications
( 24
)
966
—
5,690
6,632
Reclassification
—
( 1,101
)
—
—
( 1,101
)
Tax on reclassification
—
135
—
—
135
Gains reclassified from accumulated other comprehensive income
—
( 966
)
—
—
( 966
)
Net current period other comprehensive income (loss)
( 24
)
—
—
5,690
5,666
Ending balance as of December 31, 2020
$
240
$
—
$
—
$
3,617
$
3,857
Revaluation
( 6,283
)
3,735
( 17,420
)
( 9,681
)
( 29,649
)
Tax on revaluation
1,346
( 446
)
—
—
900
Other comprehensive income (loss) before reclassifications
( 4,937
)
3,289
( 17,420
)
( 9,681
)
( 28,749
)
Reclassification
( 16
)
( 2,742
)
—
—
( 2,758
)
Tax on reclassification
4
327
—
—
331
Gains reclassified from accumulated other comprehensive income
( 12
)
( 2,415
)
—
—
( 2,427
)
Net current period other comprehensive income (loss)
( 4,949
)
874
( 17,420
)
( 9,681
)
( 31,176
)
Ending balance as of December 31, 2021
$
( 4,709
)
$
874
$
( 17,420
)
$
( 6,064
)
$
( 27,319
)
Revaluation
( 26,944
)
( 9,890
)
( 20,540
)
( 1,875
)
( 59,249
)
Tax on revaluation
5,583
925
—
—
6,508
Other comprehensive loss before reclassifications
( 21,361
)
( 8,965
)
( 20,540
)
( 1,875
)
( 52,741
)
Reclassification
736
7,024
—
—
7,760
Tax on reclassification
( 115
)
( 694
)
—
—
( 809
)
Losses reclassified from accumulated other comprehensive income
621
6,330
—
—
6,951
Net current period other comprehensive loss
( 20,740
)
( 2,635
)
( 20,540
)
( 1,875
)
( 45,790
)
Ending balance as of December 31, 2022
$
( 25,449
)
$
( 1,761
)
$
( 37,960
)
$
( 7,939
)
$
( 73,109
)
F - 42
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The
following table provides details about reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31,
2022, 2021 and 2020:
Details
about Accumulated Other Comprehensive Income (Loss)
Components
Amount Reclassified from
Accumulated Other Comprehensive Income (Loss)
Affected
Line Item in the Statement of Income
2022
2021
2020
Unrealized gains (losses) on available-for-sale
marketable securities
$
( 736
)
$
16
$
-
Financial
income (expenses), net
115
( 4
)
-
Income
taxes
$
( 621
)
$
12
$
-
Total,
net of income taxes
Unrealized gains (losses) on cash
flow hedges
( 801
)
333
189
Cost
of revenues
( 4,142
)
1,645
623
Research
and development
( 959
)
334
136
Sales
and marketing
( 1,122
)
430
153
General
and administrative
$
( 7,024
)
$
2,742
$
1,101
Total,
before income taxes
694
( 327
)
( 135
)
Income
taxes
( 6,330
)
2,415
966
Total, net of income taxes
Total
reclassifications for the period
$
( 6,951
)
$
2,427
$
966
F - 43
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
21: EARNINGS PER SHARE
The
following table presents the computation of basic and diluted EPS attributable to SolarEdge Technologies Inc.:
Year
ended December 31,
2022
2021
2020
Basic
EPS:
Numerator:
Net
income
$
93,779
$
169,170
$
140,322
Denominator:
Shares
used in computing net earnings per share of common stock, basic
55,087,770
52,202,182
50,217,330
Diluted
EPS:
Numerator:
Net
income attributable to common stock, basic
$
93,779
$
169,170
$
140,322
Notes
due 2025
2,203
2,134
-
Net
income attributable to common stock, diluted
$
95,982
$
171,304
$
140,322
Denominator:
Shares
used in computing net earnings per share of common stock, basic
55,087,770
52,202,182
50,217,330
Notes
due 2025
2,276,818
2,276,818
-
Effect
of stock-based awards
736,061
1,492,030
2,578,146
Shares
used in computing net earnings per share of common stock, diluted
58,100,649
55,971,030
52,795,476
Shares
excluded from the calculation of diluted net EPS due to their anti-dilutive effect
207,980
132,133
715,510
F - 44
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
22: GOODWILL
IMPAIRMENT AND OTHER OPERATING EXPENSES (INCOME), NET
Year
ended December 31,
2022
2021
2020
Impairment
of goodwill 1
$
90,104
$
-
$
-
Impairment
of long-lived assets 2
29,037
2,209
1,471
Sale
of assets
( 2,603
)
-
-
SolarEdge
Korea (formerly Kokam) purchase escrow 3
-
( 859
)
( 4,900
)
Total
goodwill impairment and other operating expenses (income)
$
116,538
$
1,350
$
( 3,429
)
1
In June 2022, the Company decided to discontinue its stand-alone Critical Power activities. The Company recorded a loss related
to its Critical Power business in the amount of $ 2,782
( see Note 9 ). In addition,
in October 2022, as a result of an impairment test performed on the e-Mobility and Automation Machines reporting units, the Company recorded
a loss of $ 80,534
and $ 6,788 ,
respectively (see Note 9).
2
In October 2022, the Company recorded a loss of $ 26,917
and $ 245
as a result of an impairment test performed on e-Mobility and Automation Machines, respectively, a loss of $ 1,226
due to the discontinuance of Critical Power activities (see Note 8) and other miscellaneous items.
3
I n the year ended December 31, 2021, the Company received a payment of $ 859
out of the SolarEdge Korea (formerly Kokam) acquisition escrow, with regards to a working capital adjustment. In the year ended December
31, 2020, the Company was indemnified for an amount of $ 4,900
out of the escrow, with regards to a legal claim of SolarEdge Korea (formerly Kokam) that was settled in arbitration.
F - 45
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
23: INCOME TAXES
a.
Tax rates in the U.S:
The
Company is subject to U.S. federal tax at the rate of 21 %.
On
December 22, 2017, the Tax Cuts and Jobs Act (the "Tax Act") was signed into law making significant changes to U.S. income tax law. These
changes include, but are not limited to, a corporate tax rate decrease from 35 %
to 21 %
effective for tax years 2018 onwards and created new taxes on certain foreign-sourced earnings and certain related-party payments - the
Global Intangible Low Taxed Income (“GILTI”). Furthermore, changes introduced by the Tax
Act to Section 174 of the Internal Revenue Code, that came into effect on January 1, 2022, require taxpayers to amortize research and
development expenditures over five years (if expensed by a U.S. entity) or fifteen years (if expensed by non-U.S. entities), thereby increasing
taxable income and payable tax.
The
Tax Act required the Company to pay U.S. income taxes on accumulated foreign subsidiaries earnings not previously subject to U.S. income
tax at a rate of 15.5 %
to the extent of foreign cash and certain other net current assets and 8 %
on the remaining earnings. The total tax liability was calculated to approximately $ 8,500 ,
which will be paid over the eight-year period provided in the Tax Act (ending 2024).
b.
Corporate tax in Israel:
The
taxable income of Israeli companies is subject to corporate tax at the rate of 23 %. The
Israeli subsidiary is also eligible for tax benefits as further described in note 23.j.
c.
Carryforward tax losses:
As
of December 31, 2022, the foreign subsidiaries have carryforward tax losses of $ 83,391 which
does not have an expiration date.
d.
Deferred taxes:
Deferred
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 - 46
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
Significant
components of the Company’s deferred tax liabilities and assets are as follows:
December
31,
2022
2021
Deferred
tax assets, net:
Research
and Development carryforward expenses
$
9,335
$
2,479
Carryforward tax losses (1)
19,916
19,635
Stock
based compensation expenses
9,863
12,140
Deferred
revenue
8,954
8,078
L ease
liabilities
6,520
11,168
Inventory
Impairment
627
1,326
Allowance
and other reserves
30,242
10,229
Total
Gross deferred tax assets, net
$
85,457
$
65,055
Less,
Valuation Allowance
( 23,777
)
( 14,648
)
Total
deferred tax assets, net
$
61,680
$
50,407
Deferred
tax liabilities, net:
Intercompany
transactions
$
( 6,292
)
$
( 6,099
)
R ight-of-use
assets
( 6,618
)
( 10,486
)
Purchase
price allocation
( 4,617
)
( 6,406
)
Total
deferred tax liabilities, net
$
( 17,527
)
$
( 22,991
)
Recorded
as:
Deferred
tax assets, net
$
44,153
$
27,572
Deferred
tax liabilities, net
-
( 156
)
Net
deferred tax assets
$
44,153
$
27,416
(1) Related
to deferred tax assets that would only be realizable upon the generation of net income in certain foreign jurisdictions.
The Company’s Israeli subsidiary’s tax-exempt profit
from Benefited Enterprises (as defined in note 23.j) is permanently reinvested, Therefore, deferred taxes have not been provided for such
tax-exempt income.
The
Company may incur additional tax liability in the event of intercompany dividend distributions by some of its subsidiaries. Such additional
tax liability in respect of these subsidiaries has not been provided for in the Financial Statements as the Company’s management
and the Board of Directors has determined that the Company intends to reinvest earnings of its subsidiaries indefinitely.
e.
Uncertain tax positions are comprised as follows:
December
31,
2022
2021
2020
Balance,
at the beginning of the period
$
2,192
$
10,564
$
9,532
Increases
related to current year tax positions
564
635
757
Increase
for tax positions related to prior years
-
-
275
Decreases
related to prior year tax positions
-
( 9,007
)
-
Balance,
at end of the period
$
2,756
$
2,192
$
10,564
F - 47
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The
total amount of gross unrecognized tax benefits above would affect the Company's effective tax rate, if recognized.
The
Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. The total amount of penalties
and interest were not material as of December 31, 2022 , 2021 and
2020 .
It
is reasonably possible that the Company’s gross unrecognized tax benefits will decrease by an insignificant amount in the next 12
months, primarily due to the lapse of the statute of limitations.
f.
Income before income taxes are comprised as follows:
Year ended December 31,
2022
2021
2020
Domestic
$
47,324
$
13,659
$
33,909
Foreign
129,831
173,565
129,757
Income before income taxes
$
177,155
$
187,224
$
163,666
g.
Income taxes (tax benefit) are comprised as follows:
Year ended December 31,
2022
2021
2020
Current taxes:
Domestic
$
56,957
$
( 7,872
)
$
1,842
Foreign
37,473
37,564
24,936
Total current taxes
94,430
29,692
26,778
Deferred taxes:
Domestic
( 8,954
)
( 3,682
)
2,794
Foreign
( 2,100
)
( 7,956
)
( 6,228
)
Total deferred taxes
( 11,054
)
( 11,638
)
( 3,434
)
Income taxes, net
$
83,376
$
18,054
$
23,344
h.
Reconciliation of theoretical tax expense to actual tax expense:
The
differences between the statutory tax rate of the Company and the effective tax rate are result of a variety of factors, including different
effective tax rates applicable to non-US subsidiaries that have tax rates different than the Company tax rate, tax benefits relating to
stock-based compensation and adjustments to valuation allowances on deferred tax assets on such subsidiaries.
F - 48
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
A
reconciliation between the theoretical tax expense and the actual tax expense as reported in the consolidated statements of income is
as follows:
Year ended December 31,
2022
2021
2020
Statutory tax rate
21
%
21
%
21
%
Effect of:
Income tax at rate other than the U.S. statutory tax rate
( 10.8
) %
( 7.4
) %
( 6.9
) %
Losses and timing differences for which valuation allowance was provided
5.2
%
2.7
%
4.4
%
Prior year income taxes (benefit)
2.9
%
( 4.4
) %
( 0.4
) %
R&D Capitalization and other effects of TCJA
18.9
%
0.1
%
-
%
Disallowable and allowable deductions
13.2
%
2.0
%
( 2.6
) %
Other individually immaterial income tax items, net
( 3.3
) %
( 4.4
) %
( 1.3
) %
Effective tax rate
47.1
%
9.6
%
14.2
%
i.
Tax assessments:
The
Israeli tax authorities issued a tax order for tax year 2016 and tax assessments for tax years 2017 and 2018 against the Company’s
Israeli subsidiary, challenging the subsidiary's positions on several issues. The Israeli subsidiary has protested the order before the
Central District Court in Israel and appealed the tax assessments.
The
Company believes it has adequately provided for these items, however adverse results could have a material impact on the Company’s
financial statements.
As
of December 31, 2022, the Company and certain of its subsidiaries filed U.S. federal and various state and foreign income tax returns.
The statute of limitations relating to the consolidated U.S. federal income tax return is closed for all tax years up to and including
2018.
The
statute of limitations related to tax returns of the Company’s Israeli subsidiary for all tax years up to and including 2015 has
lapsed.
The
statute of limitations related to tax returns of the Company’s other subsidiaries has lapsed for part of the tax years, which differs
between the different subsidiaries.
j.
Tax benefits for Israeli companies
under the Law for the Encouragement of Capital Investments, 1959 (the “Investments Law”):
The
Israeli subsidiary elected tax year 2012 as a "Year of Election" for “Benefited Enterprise” status under the Investments Law.
According to the Investments Law, the Israeli subsidiary elected to participate in the alternative benefits program which provides certain
benefits, including tax exemptions and reduced tax rates (which depend on, inter alia, the geographic location in Israel). Income not
eligible for Benefited Enterprise benefits is taxed at a regular corporate tax rate.
Upon
meeting the requirements under the Investments Law, undistributed income derived from Benefited Enterprise from productive activity will
be exempt from tax for two years from the year in which the Israeli subsidiary first has taxable income (“exempt period”),
provided that 12 years have not passed from the beginning of the year of election.
On
October 24, 2018, the Company’s Israeli subsidiary received an approval from the Israeli Tax Authorities confirming the applicability
of the two-year tax exemption as provided in the Investments Law until December 31, 2018. As of December 31, 2018, approximately $ 289,900
was derived from tax exempt profits earned by the Israeli subsidiary “Benefited Enterprises” in the two tax years exempt period,
tax years 2017 - 2018. The Company has determined that such tax-exempt income will not be distributed as dividends and intends to reinvest
the amount of its tax-exempt income earned by the Israeli subsidiary. Accordingly, no provision for deferred income taxes has been provided
on income attributable to the Israeli subsidiary “Benefited Enterprises” as such income is essentially permanently reinvested.
F - 49
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
If
the Israeli subsidiary’s retained tax-exempt income is distributed, the income would be taxed at the applicable corporate tax rate
which depends on the foreign ownership in each tax year.
Through
December 31, 2022, the Israeli subsidiary had generated income under the provision of the Investments Law.
Pursuant
to amendment 73 to the Investments Law (the “2017 Amendment"), a preferred enterprise located in development area A will be
subject to a tax rate of 7.5 %
instead of 9 %
effective from January 1, 2017 and thereafter (the tax rate applicable to preferred enterprises located in other areas remains at 16 %).
The
2017 Amendment also prescribes special tax tracks for preferred technological enterprises (“PTE”), which are subject to rules
that were issued by the Ministry of Finance.
On
June 14, 2017, the Encouragement of Capital Investments Regulations (Preferred Technological Income and Capital Gain for Technological
Enterprise), 2017 (the “Regulations”) were published.
The
Regulations describe, inter alia, the mechanism used to determine the calculation of the benefits under the PTE regime. According to these
regulations, a company that complies with the terms under the PTE regime may be entitled to certain tax benefits with respect to income
generated during the company’s regular course of business and derived from the preferred intangible asset, excluding income derived
from intangible assets used for marketing and income attributed to production activity.
A
PTE, which is located in the center of Israel will be subject to tax at a rate of 12 %
on profits deriving from intellectual property, or 6% if its annual revenues exceed NIS 10
billion. The Israeli subsidiary notified the ITA of its election to implement the PTE with effect from January 1, 2019, and its PTE income
was subject to a 12% tax rate in the years 2019-2021, and in 2022 to a 6% tax rate as the group surpassed NIS 10
billion revenues threshold.
Tax
Benefits for Research and Development:
Israeli
tax law (section 20A to the Israeli Tax Ordinance (New Version), 1961) allows, a tax deduction for research and development expenses,
including capital expenses, for the year in which they are paid. Such expenses must relate to scientific research in industry, agriculture,
transportation or energy, and must be approved by the relevant Israeli government ministry, determined by the field of research. As for
expenses incurred in scientific research that is not approved by the relevant Israeli government ministry, they will be deductible over
a three-year period starting from the tax year in which they are paid. The Company’s Israeli subsidiary intends to submit a formal
request to the relevant Israeli government ministry in order to obtain such approval for 2019 - 2021.
k.
Tax benefits under the Law for the Encouragement of Industry (Taxes), 1969:
The
Company’s Israeli subsidiary claims currently to be qualified as ‘industrial company’ as defined by this law and as
such, is entitled to certain tax benefits, consisting mainly of accelerated depreciation and amortization of patents and certain other
intangible property.
F - 50
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
24: FINANCIAL INCOME (EXPENSE), NET
Year
ended December 31,
2022
2021
2020
Exchange
rate (loss) gain, net
$
( 1,547
)
$
( 22,493
)
$
33,065
Interest
income on marketable securities
10,551
2,973
3,750
Convertible
note
( 2,916
)
( 2,903
)
( 3,185
)
Hedging
4,716
9,417
( 4,013
)
Financing
component expenses related to ASC 606
( 7,038
)
( 5,771
)
( 4,887
)
Bank
charges
( 1,584
)
( 1,991
)
( 2,048
)
Interest
income, net
1,402
183
67
Other
( 268
)
670
( 1,644
)
Total
financial income (expenses), net
$
3,316
$
( 19,915
)
$
21,105
NOTE
25: SEGMENT,
GEOGRAPHIC AND PRODUCT INFORMATION
a.
Segment Information:
Following
the discontinuation of Critical Power in June 2022, the Company operates in four different operating segments: Solar, Energy Storage,
e-Mobility and Automation Machines.
The
Company's Chief Executive Officer, who is the chief operating decision maker (“CODM”), makes resource allocation decisions
and assesses performance based on financial information presented on a consolidated basis, accompanied by disaggregated information about
revenues and contributed profit by the operating segments.
The
Company does not allocate to its operating segments revenue recognized due to advance payments received for performance obligations that
extend for a period greater than one year (“financing component”), related to Accounting Standard Codification 606, “Revenue
from Contracts with Customers” (ASC 606).
Segment
profit is comprised of gross profit for the segment less operating expenses that do not include amortization and impairment of purchased
intangible assets, stock based compensation expenses and certain other items.
The
Company manages its assets on a group basis, not by segments, as many of its assets are shared or co-mingled. The Company’s CODM
does not regularly review asset information by segments and, therefore, the Company does not report asset information by segment.
The
Company identified one
operating segment as reportable – the Solar segment. The other operating segments are insignificant individually and therefore their
results are presented together under “All other”.
The
Solar segment includes the design, development, manufacturing, and sales of an intelligent inverter solution designed to maximize power
generation at the individual PV module level and a residential storage solution, compatible with the Company’s energy hub inverter,
intended to store and supply power for back-up and to maximize self-consumption. The Solar segment solution consists mainly of the Company’s
power optimizers, inverters, batteries and cloud‑based monitoring platform.
F - 51
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The “All
other” category includes the design, development, manufacturing and sales of energy storage products, e-Mobility products, UPS products
and automated machines
The
following table presents information on reportable segments profit (loss) for the period presented:
Year
ended December 31,
2022
2021
2020
Solar
All
other
Solar
All
other
Solar
All
other
Revenues
$
2,921,175
$
188,490
$
1,787,280
$
176,167
$
1,357,261
$
102,804
Cost of revenues
2,050,147
181,923
1,136,896
169,582
882,420
95,280
Gross profit
871,028
6,567
650,384
6,585
474,841
7,524
Research and development
196,381
29,016
143,173
30,506
110,567
25,417
Sales and marketing
118,154
9,687
85,309
9,930
66,823
8,562
General and administrative
69,631
13,001
53,156
13,536
41,723
10,389
Segments profit (loss)
$
486,862
$
( 45,137
)
$
368,746
$
( 47,387
)
$
255,728
$
( 36,844
)
The
following table presents information on reportable segments reconciliation to consolidated revenues for the periods presented:
Year
ended December 31,
2022
2021
2020
Solar
segment revenues
$
2,921,175
$
1,787,280
$
1,357,261
All
other segment revenues
188,490
176,167
102,804
Revenues
from financing component
614
418
-
Inter-segment
revenues
-
-
( 794
)
Consolidated
revenues
$
3,110,279
$
1,963,865
$
1,459,271
The
following table presents information on reportable segments reconciliation to consolidated operating income for the periods presented:
Year
ended December 31,
2022
2021
2020
Solar segment profit
$
486,862
$
368,746
$
255,728
All other segment loss
( 45,137
)
( 47,387
)
( 36,844
)
Segments operating profit
441,725
321,359
218,884
Amounts not allocated
to segments:
Stock
based compensation expenses
( 145,539
)
( 102,593
)
( 67,309
)
Amortization
and depreciation of acquired assets
( 9,478
)
( 10,812
)
( 9,336
)
Impairment
of goodwill and long-lived assets
( 119,141
)
-
-
Disposal
of assets related to Critical Power
( 4,314
)
-
-
Other
unallocated income (expenses), net
2,867
( 815
)
322
Consolidated operating
income
$
166,120
$
207,139
$
142,561
F - 52
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
b.
Revenues by geographic, based on Customers’ location:
Year
ended December 31,
2022
2021
2020
United
States
$
1,133,798
$
786,019
$
613,090
Europe(*)
528,197
297,684
233,583
Germany
449,160
191,066
118,350
Netherlands
382,226
222,103
199,498
Italy
330,565
181,644
74,598
Rest
of the world
286,333
285,349
220,152
Total
revenues
$
3,110,279
$
1,963,865
$
1,459,271
(*)
Except for Germany, Netherlands and Italy
c.
Revenues by type:
Year
ended December 31,
2022
2021
2020
Inverters
$
1,137,142
$
828,101
$
641,799
Optimizers
1,135,040
828,542
625,465
Residential batteries
429,119
19,531
-
e-Mobility
components and telematics
94,446
68,946
13,399
Communication
72,812
24,111
41,771
Others
241,720
194,634
136,837
Total
revenues
$
3,110,279
$
1,963,865
$
1,459,271
d.
Long-lived assets by geographic location:
As
of December 31,
2022
2021
Israel
$
333,740
$
271,700
Korea
201,731
118,209
China
34,230
30,412
Europe
21,282
21,547
Other
15,740
15,649
Total long-lived assets (*)
$
606,723
$
457,517
(*) Long-lived
assets are comprised of property and equipment, net and Operating lease right-of-use assets, net.
F - 53
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
26: SUBSEQUENT EVENTS
In January 2023,
the Company entered into an agreement to acquire Hark Systems Ltd. ("Hark"), a UK-based energy IoT company for the C&I sector. Hark's
platform will enable the Company to grow its commercial and industrial energy management portfolio and offer additional services to its
C&I customers. The acquisition is still subject to certain customary closing conditions and regulatory approvals and is expected to
close during the second quarter of 2023.
F - 54
ITEM 9 .
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.