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, 2023 and 2022
F-5
Consolidated
Statements of Income for the year ended December 31, 2023, 2022 and 2021
F-7
Consolidated
Statements of Comprehensive Income for the year ended December 31, 2023, 2022 and 2021
F-8
Consolidated
Statements of Stockholders’ Equity for the year ended December 31, 2023, 2022 and 2021
F-9
Consolidated
Statements of Cash Flows for the year ended December 31, 2023, 2022 and 2021
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. (the "Company") as of December 31, 2023 and 2022,
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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December
31, 2023, 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, 2023, 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 26, 2024
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 Matters
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate 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 matters
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 matters below, providing separate opinions on the critical audit matters or on the account or disclosures to which they
relate.
F
- 2
Warranty
obligation
Description of the Matter
As
described in Notes 2w and 14 to the consolidated financial statements, as of December 31, 2023, the warranty obligation was $512,748 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, up to 25 years for its power optimizers and 10 years for batteries for PV applications. 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. In addition, we involved a specialist to assess the assumptions and the precision of the inputs underlying
the MTBF model, including, evaluating the appropriateness of the MTBF model and its consistency with data obtained from external sources.
Valuation
of Inventories - Provisions for Excess Inventories and excess product for the contractual obligations
Description of the Matter
As
of December 31, 2023, the Company’s consolidated inventories balance was $1,443 thousand and the Company’s contractual obligations
to purchase inventories from contract manufacturers ("contractual purchase obligations") were $543 thousand.
As described in Notes
1, 5 and 20 to the consolidated financial statements, the Company values its inventories at the lower of cost or net realizable value.
Reserves for potentially excess inventories and excess product contractual purchase obligations are made based on management's analysis
of inventory levels, future sales forecasts, and market conditions.
Auditing the valuation
of inventory reserves for the excess inventories and excess product contractual purchase obligations were complex and subject to judgment
due to the significant estimates and assumptions required by management to calculate the reserves, especially, the future salability of
the inventories. These assumptions include the assessment by inventory category of future demand and market conditions for the Company's
products.
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 Company's excess
inventory reserve process and excess product contractual purchase obligations including management's assessment of the underlying assumptions
and data.
To
test the valuation of inventory reserve for the excess inventories and excess product contractual purchase obligations our substantive
audit procedures included, among others, evaluating the reasonableness of the significant assumptions used by management including those
related to forecasted inventory usage, future demand, and market conditions. We examined the completeness, accuracy, and relevance of
the underlying data used in management's estimate. We held discussions with appropriate non-financial personnel including sales, R&D
and operating management, regarding strategic or operational changes in the business would impact expected demand or related carrying
value of inventories, introduction of new products and other factors to corroborate management's assertions regarding excess inventories.
We performed an examination of historical forecasted sales estimation to actual utilization of inventories and performed sensitivity analysis
on demand assumptions to evaluate the changes in the inventory reserve that would result from changes in the assumptions.
/s/
Kost Forer Gabbay & Kasierer
A
Member of EY Global
We
have served as the Company's auditor since 2007.
Tel-Aviv,
Israel
February 26, 2024
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.'s internal control over financial reporting as of December 31, 2023, 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. (the Company) maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2023, 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, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders'
equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February
26, 2024 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, projections 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 EY Global
Tel-Aviv,
Israel
February
26, 2024
F
- 4
SOLAREDGE
TECHNOLOGIES INC.
CONSOLIDATED
BALANCE SHEETS
(in
thousands, except per share data)
December
31,
2023
2022
ASSETS
CURRENT
ASSETS:
Cash
and cash equivalents
$
338,468
$
783,112
Marketable
securities
521,570
241,117
Trade
receivables, net of allowances of $ 16,400
and $ 3,202 ,
respectively
622,425
905,146
Inventories,
net
1,443,449
729,201
Prepaid
expenses and other current assets
378,394
241,082
Total
current assets
3,304,306
2,899,658
LONG-TERM
ASSETS:
Marketable
securities
407,825
645,491
Deferred
tax assets, net
80,912
44,153
Property,
plant and equipment, net
614,579
543,969
Operating
lease right-of-use assets, net
64,167
62,754
Intangible
assets, net
35,345
19,929
Goodwill
42,996
31,189
Other
long-term assets
37,601
18,806
Total
long-term assets
1,283,425
1,366,291
Total
assets
$
4,587,731
$
4,265,949
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,
2023
2022
LIABILITIES
AND STOCKHOLDERS’ EQUITY
CURRENT
LIABILITIES:
Trade
payables, net
$
386,471
$
459,831
Employees
and payroll accruals
76,966
85,158
Warranty
obligations
183,047
103,975
Deferred
revenues and customers advances
40,836
26,641
Accrued
expenses and other current liabilities
205,911
214,112
Total
current liabilities
893,231
889,717
LONG-TERM
LIABILITIES:
Convertible
senior notes, net
$
627,381
$
624,451
Warranty
obligations
335,197
281,082
Deferred
revenues
214,607
186,936
Finance
lease liabilities
41,892
45,385
Operating
lease liabilities
45,070
46,256
Other
long-term liabilities
18,444
15,756
Total
long-term liabilities
1,282,591
1,199,866
COMMITMENTS
AND CONTINGENT LIABILITIES
STOCKHOLDERS’
EQUITY:
Common
stock of $ 0.0001
par value - Authorized: 125,000,000
shares as of
December
31, 2023 and December 31, 2022; issued and outstanding:
57,123,437
and 56,133,404
shares as of December 31, 2023 and December 31, 2022, respectively
6
6
Additional
paid-in capital
1,680,622
1,505,632
Accumulated
other comprehensive loss
( 46,885
)
( 73,109
)
Retained
earnings
778,166
743,837
Total
stockholders’ equity
2,411,909
2,176,366
Total
liabilities and stockholders’ equity
$
4,587,731
$
4,265,949
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,
2023
2022
2021
Revenues
$
2,976,528
$
3,110,279
$
1,963,865
Cost
of revenues
2,272,705
2,265,631
1,334,547
Gross
profit
703,823
844,648
629,318
Operating
expenses:
Research
and development
321,482
289,814
219,633
Sales
and marketing
164,318
159,680
119,000
General
and administrative
146,504
112,496
82,196
Goodwill
impairment
-
90,104
-
Other
operating expenses, net
31,314
26,434
1,350
Total
operating expenses
663,618
678,528
422,179
Operating
income
40,205
166,120
207,139
Financial
income (expense), net
41,212
3,750
( 20,014
)
Other
income (loss), net
( 318
)
7,285
99
Income
before income taxes
81,099
177,155
187,224
Income
taxes
46,420
83,376
18,054
Net
loss from equity method investments
350
-
-
Net
income
$
34,329
$
93,779
$
169,170
Net
basic earnings per share of common stock
$
0.61
$
1.70
$
3.24
Net
diluted earnings per share of common stock
$
0.60
$
1.65
$
3.06
Weighted
average number of shares used in computing net basic earnings per share of common stock
56,557,106
55,087,770
52,202,182
Weighted
average number of shares used in computing net diluted earnings per share of common stock
57,237,518
58,100,649
55,971,030
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,
2023
2022
2021
Net
income
$
34,329
$
93,779
$
169,170
Other
comprehensive income (loss), net of tax:
Available-for-sale
marketable securities
20,489
( 20,740
)
( 4,949
)
Cash
flow hedges
5,701
( 2,635
)
874
Foreign
currency translation adjustments on intra-entity transactions that are of a long-term investment nature
( 5,375
)
( 20,540
)
( 17,420
)
Foreign
currency translation adjustments
5,409
( 1,875
)
( 9,681
)
Total
other comprehensive income (loss)
26,224
( 45,790
)
( 31,176
)
Comprehensive
income
$
60,553
$
47,989
$
137,994
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, 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, net
-
-
-
( 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, net
-
-
-
( 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
Issuance
of common stock upon exercise of stock-based awards
790,745
*
-
226
-
-
226
Issuance
of Common stock under employee stock purchase plan
199,288
*
-
20,693
-
-
20,693
Stock
based compensation
-
-
154,071
-
-
154,071
Other
comprehensive income adjustments, net
-
-
-
26,224
-
26,224
Net
income
-
-
-
-
34,329
34,329
Balance
as of December 31, 2023
57,123,437
$
6
$
1,680,622
$
( 46,885
)
$
778,166
$
2,411,909
*
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,
2023
2022
2021
Cash
flows from operating activities:
Net
income
$
34,329
$
93,779
$
169,170
Adjustments
to reconcile net income to net cash provided by (used in) operating activities:
Depreciation
and amortization
57,196
49,676
39,535
Loss
(gain) from exchange rate fluctuations
( 26,878
)
9,527
21,131
Stock-based
compensation expenses
149,945
145,539
102,593
Impairment
of goodwill and long-lived assets
30,790
119,141
-
Deferred
income taxes, net
( 43,071
)
( 11,055
)
( 12,045
)
Other
items
8,164
4,382
11,931
Changes
in assets and liabilities:
Inventories,
net
( 690,854
)
( 341,085
)
( 43,051
)
Prepaid
expenses and other assets
( 91,523
)
( 64,991
)
( 39,444
)
Trade
receivables, net
296,429
( 457,610
)
( 247,723
)
Trade
payables, net
( 67,795
)
194,524
91,709
Employees
and payroll accruals
21,419
26,238
26,519
Warranty
obligations
133,090
120,169
60,524
Deferred
revenues and customers advances
39,632
44,376
29,936
Accrued
expenses and other liabilities, net
( 30,986
)
98,674
3,344
Net
cash provided by (used in) operating activities
( 180,113
)
31,284
214,129
Cash
flows from investing activities:
Investment
in available-for-sale marketable securities
( 296,396
)
( 507,171
)
( 579,377
)
Proceeds
from sales and maturities of available-for-sale marketable securities
280,189
231,210
202,188
Purchase
of property, plant and equipment
( 170,523
)
( 169,341
)
( 149,251
)
Disbursements for loans receivables
( 58,000
)
-
-
Business
combinations, net of cash acquired
( 16,653
)
-
-
Purchase
of intangible assets
( 10,600
)
-
-
Investment
in privately-held companies
( 8,000
)
-
( 16,643
)
Proceeds
from governmental grant
6,794
4,479
-
Proceeds
from sale of a privately-held company
1,313
24,362
-
Withdrawal
from bank deposits, net
-
-
60,096
Other
investing activities
2,982
( 583
)
( 1,224
)
Net
cash used in investing activities
$
( 268,894
)
$
( 417,044
)
$
( 484,211
)
F - 10
SOLAREDGE
TECHNOLOGIES INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS (Cont.)
(in
thousands, except per share data)
Year
ended December 31,
2023
2022
2021
Cash
flows from financing activities:
Tax
withholding in connection with stock-based awards, net
$
( 9,259
)
$
3,023
$
( 4,283
)
Payments
of finance lease liability
( 2,794
)
( 2,834
)
( 1,308
)
Proceeds
from secondary public offering, net of issuance costs
-
650,526
-
Repayment
of bank loans
( 129
)
( 138
)
( 16,073
)
Other
financing activities
226
4,030
6,486
Net cash
provided by (used in) financing activities
( 11,956
)
654,607
( 15,178
)
Increase
(decrease) in cash and cash equivalents
( 460,963
)
268,847
( 285,260
)
Cash and
cash equivalents at the beginning of the period
783,112
530,089
827,146
Effect of
exchange rate differences on cash and cash equivalents
16,319
( 15,824
)
( 11,797
)
Cash and
cash equivalents at the end of the period
$
338,468
$
783,112
$
530,089
Supplemental
disclosure of non-cash activities:
Purchase
of intangible assets and business combinations
$
11,307
$
-
$
-
Right-of-use
asset recognized with corresponding lease liability
$
18,077
$
46,004
$
20,526
Purchase
of property, plant and equipment
$
6,323
$
16,016
$
10,781
Supplemental
disclosure of cash flow information:
Cash paid
for income taxes
$
137,981
$
74,689
$
45,977
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 full or partial home backup capabilities,
and optional connection to the Company's smart EV charger, (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)
batteries for PV applications that are used to increase energy independence and maximize self-consumption for PV system's owners 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 offers a
variety of energy solutions, which include lithium-ion cells, batteries and energy storage systems (“Energy Storage”), full
powertrain kits and batteries for electric vehicles, or EVs (“e-Mobility”), as well as automated machines for industrial use
(“Automation Machines”).
On
April 6, 2023, the Company completed the acquisition of all outstanding shares of Hark Systems Ltd. ("Hark"), a UK-based energy IoT company
for the commercial and industrial ("C&I") sector.
In
October 2023, the Company decided to discontinue its light commercial vehicle e-Mobility ("LCV") activity (see Note 24).
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, government grants, income taxes and related disclosures in the accompanying
notes. Actual results could differ from those estimates.
In
preparing the Company’s consolidated financial statements, management also considered the economic implications of inflation expectations
on its critical and significant accounting estimates. In addition, the duration, scope and effects of the war in Israel 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 these evolving situations. Such
changes could result in future impairments of goodwill and long-lived assets, inventories write-offs, incremental credit losses on receivables
and available-for-sale marketable debt securities and changes in warranty obligations 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 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.
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.
f.
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 other income (loss), net on the consolidated statements of income. 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.
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 on AFS debt securities for the years ended December 31, 2023, 2022 and 2021.
F - 13
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
g.
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 (loss).
h.
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.
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, 2023
Balance, at beginning
of the period
$
3,202
Increase in provision
for expected credit losses
13,760
Recoveries collected
( 134
)
Amounts written off charged against the allowance
( 568
)
Foreign currency translation
140
Balance, at end of the
period
$
16,400
i.
Loan receivables:
Loan
receivables are carried at the outstanding principal amount. An allowance for credit loss on loan receivables is established when, based
on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual
terms of the loan agreement. The Company determines this by considering several factors, including the credit risk and current financial
condition of the borrower, the borrower’s ability to pay current obligations, historical trends, and economic and market conditions.
The Company performs a credit quality assessment on the loan receivable on a quarterly basis and reviews the need for an allowance in
accordance with ASC 326. The Company evaluates the extent and impact of any credit deterioration that could affect the performance and
the value of the secured property, as well as the financial and operating capability of the borrower.
Interest
income is recorded on an accrual basis at the stated interest rate and is recorded in financial income (expense) in the accompanying consolidated
statements of income. Expected provision for credit loss regarding the Company's loans was immaterial. The amortized cost of the loan
receivable approximates its fair value as of December 31, 2023.
F - 14
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
j.
Inventories:
Inventories
are stated at the lower of cost or net realizable value. Cost includes depreciation, labor, material, shipment and overhead costs. Inventory
reserves are provided to cover risks arising from slow-moving, excess inventory 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
10 - 25
(mainly 10 )
Laboratory and testing
equipment
10 - 20
(mainly 10 )
Leasehold
improvements
over
the shorter of the lease term or useful economic life
l.
Government assistance
Advanced
manufacturing production tax credits
In
August 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “IRA”), which contains several provisions
intended to accelerate U.S. manufacturing and adoption of clean energy such as solar. Some of the applicable provisions in the IRA include
the extension of the Production Tax Credit (“PTC") through 2034. These provisions of the law are new and regulations and guidance
concerning their implementation are gradually being published by the U.S. Treasury Department. Section 45X of the IRA offers advanced
manufacturing production tax credits ("AMPTC"), which incentivize the production of eligible components within the United States. To that
end, the Company established manufacturing capabilities in the United States in 2023 and announced additional capacity expected in 2024.
In addition to using the tax credits to offset tax due to the U.S. government, the IRA allows taxpayers to elect to have AMPTCs refunded
in cash ("Direct Pay") or transfer these credits to a third party. The Direct Pay option is available as a one-time election, in any taxable
year after December 31, 2022, for a facility in which eligible components are produced, and is applicable for five years.
F - 15
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
Refundable and transferable tax credits are
similar in essence to government grants. This is because the taxpayer can realize the benefit regardless of whether they owe income tax
or not in the relevant years. Therefore, these amounts are not considered income taxes and fall outside the scope of Topic 740. Instead,
they are treated as government grants.
Government
grants are recognized when there is reasonable assurance that: (1) the Company will comply with the relevant conditions and (2) the grant
disbursement will be received. The Company recognize's AMPTCs as a reduction in the cost of revenues in the statement of income. The Company
does this systematically over time as it recognizes the related expenses. Alternatively, the Company recognizes the grant immediately
if the grant compensates the Company for expenses that it has already incurred. The AMPTCs are also reflected in the consolidated balance
sheet as a reduction of income tax payable within accrued expenses and other liabilities, as a tax prepayment, or as AMPTCs to be sold
within prepayment and other assets. The way the Company expects to utilize the AMPTCs determines where they are recorded.
In
the year that ended December 31, 2023, the Company recognized AMPTCs worth $ 6,020
as a reduction in the cost of revenues for the inverters produced in the United States and sold to customers. As of December 31, 2023,
benefits recognized from AMPTCs of $ 6,020
were recorded as a tax prepayment within prepayment and other current assets.
Property,
plant and equipment
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 .
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 did not record reduction of property, plant and equipment for the year ended December 31, 2023.
The
Company recorded reduction of property, plant and equipment in the amount of $ 7,359
for the year ended December 31, 2022.
As
of December 31, 2023, the Company has a right to receive of $ 2,018
that has yet to be received 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) The lease term
is for a major part of the remaining economic life of the underlying asset (ii) The present value of the sum of the lease payments and
any residual value guaranteed by the lessee that is not already included in the lease payments equals or exceeds 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. Certain lease agreements include
rental payments that are adjusted periodically for the consumer price index ("CPI"). The ROU and lease liability were calculated using
the CPI as of the adoption date and will not be subsequently adjusted, unless the liability is reassessed for other reasons.
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 net of 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.
F - 16
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
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.
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 over the revised estimated useful life (see Note 9).
p.
Impairment of long-lived assets:
The
Company’s long-lived assets to be held and used, including property, plants and equipment, 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 9).
For
the years ended December 31, 2023, 2022 and 2021, the Company recorded impairment charges of long-lived assets in the amount of $ 30,790 ,
$ 29,037
and $ 2,209 ,
respectively, presented under Other operating expenses, net.
F - 17
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
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 10).
For
the year ended December 31, 2023, the Company did not record any impairment charges.
For
the year ended December 31, 2022, the Company recorded impairment charges of goodwill in the amount of $ 90,104 .
For
the year ended December 31, 2021, the Company did not record any impairment charges.
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 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.
As
of December 31, 2023, and 2022 the Company had capitalized implementation costs related to its upcoming ERP conversion in the amounts
of $ 13,666
and $ 3,457 ,
respectively presented 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, 2023, 2022 and 2021, the Company recorded $ 23,643 ,
$ 17,202
and $ 14,231
in severance expenses related to its employees, respectively.
F - 18
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
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, 2023, 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.
The
Company also 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) batteries for PV applications, (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.
F - 19
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
(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.
(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 $ 74,096
and $ 176,706
for rebates and sales incentives as of December 31, 2023 and 2022, 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, 2023, 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 15).
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 government grants related to the AMPTCs.
Shipping
and handling costs, which amounted to $ 214,349 ,
$ 257,753
and $ 116,574 ,
for the years ended December 31, 2023, 2022 and 2021, 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.
In
the year ended December 31, 2023, the Company recognized AMPTCs worth approximately $ 6,020
as a reduction in the cost of revenues for the inverters produced in the United States and sold to 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 batteries for PV applications, 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 optimizers.
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 22).
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 $ 13,476 ,
$ 11,090 ,
and $ 6,323
for the years ended December 31, 2023, 2022, and 2021, 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, restricted
bank deposits, marketable securities, trade receivables, loan receivables, derivative instruments and other accounts receivable.
Cash
and cash equivalents and restricted bank deposits are mainly invested in major banks in the U.S., Israel, Germany, Italy 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, Australia, 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 2f.).
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 2h.). 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.
The
Company had two major customers (customers with attributable revenues that represents more than 10% of total revenues) for the year ended
December 31, 2023, one major customer for the year ended December 31, 2022, and two major customers for the year ended December 31, 2021
that accounted for approximately 24.0 %,
18.5 %
and 30.9 %
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, 2023 and as of December 31, 2022 that accounted in the aggregate for approximately 47.1 %
and 42.2 %,
of the Company’s consolidated trade receivables, net, respectively.
F - 22
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
ab.
Concentrations of supply risks:
The
Company depends on two contract manufacturers and several limited or single source component suppliers. 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, 2023 and 2022, two contract manufacturers collectively accounted for 58.5 %
and 34.3 %
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 began producing and shipping cells at the end of 2022 and is expected to gradually
increase manufacturing capacity throughout 2024. 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.
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, bank loans, prepaid
expenses, loan receivables 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, 2023 and 2022 are comprised of money market funds, derivative instruments
and marketable securities (see Note 13).
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.
A
three-tiered fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies
in measuring fair value:
Level
1- Observable
inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level
2- Include
other inputs that are directly or indirectly observable in the marketplace.
Level
3- Unobservable
inputs which are supported by little or no market activity.
The
fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value.
F - 23
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
ad.
Stock-based compensation:
The
Company uses the closing trading price of its common stock on the day of 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
Company's 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. For market conditions awards, 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, PSU and ESPP
granted to employees is estimated at the date of grant using the following assumptions:
Year
ended December 31,
2023
2022
2021
Employee
Stock Options (1)
Risk-free interest
-
-
0.43 %
Dividend yields
-
-
0 %
Volatility
-
-
60.74 %
Expected option term
in years
-
-
5.48
Estimated forfeiture
rate
-
-
0 %
ESPP
Risk-free interest
5.38 %
- 5.46 %
1.64 %
- 4.70 %
0.03 %
- 0.10 %
Dividend yields
0 %
0 %
0 %
Volatility
56.44 %
- 66.78 %
71.28 %
- 71.97 %
48.39 %
- 76.05 %
Expected term
6
months
6
months
6
months
PSU
Risk-free interest
4.09 %
1.77 %
-
Dividend yields
0 %
0 %
-
Volatility
71.60 %
67.42 %
-
Expected term
3
years
1
- 3
years
-
(1)
No new options were granted in 2023 and 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:
In
November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”
(“ASU 2023-07”). Additional segment reporting information required by ASU 2023-07 includes: disclosing the title and position
of the individual or the name of the group or committee identified as the CODM, provide in interim periods all disclosures about a reportable
segment’s profit or loss and assets that are currently required annually, and additional disclosures regarding significant segment
expenses. ASU 2023-07 is effective for fiscal periods beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024. The Company is currently evaluating the impact of adopting ASU 2023-07.
In
December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU
2023-09”). ASU 2023-09 requires additional categories of information about federal, state and foreign income taxes to be included
in effective tax rate reconciliation disclosure. Additionally, the newly added categories also apply to the income taxes paid disclosure.
Implementation of said additions are subject to quantitative thresholds. ASU 2023-09 is effective for fiscal years beginning after December
15, 2024. The Company is currently evaluating the impact of adopting ASU 2023-09.
ah.
Recently issued and adopted pronouncements:
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 or newly
effective standards were not applicable to the Company, did not have a material impact on the condensed consolidated financial statements
or are not expected to have a material impact on the condensed consolidated financial statements.
F - 26
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
3: BUSINESS COMBINATIONS
On
April 6, 2023, the Company completed the acquisition of all outstanding shares of Hark Systems Ltd. ("Hark"), a UK-based energy IoT company
for the commercial and industrial ("C&I") sector for approximately $ 18,346
in cash, out of which $ 1,245
held by the company for a period of one year. Hark's platform is expected to enable the Company to offer its commercial and industrial
customers expanded capabilities in energy management and connectivity, including identification of potential energy savings, detection
of anomalies in assets’ energy consumption, and optimization of energy usage and carbon emissions through load orchestration and
storage control.
Pursuant
to ASC 805, "Business Combination", the Company accounted for the Hark acquisition as a business combination using the acquisition method
of accounting. Identifiable assets and liabilities of Hark, including identifiable intangible assets, were recorded based on their estimated
fair values as of the date of the closing of the acquisition. The excess of the purchase price over the fair value of the net assets acquired
was recorded as goodwill. The Company recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as
of the acquisition date. Such preliminary valuation required estimates and assumptions including, but not limited to, estimating future
cash flows and direct costs in addition to developing the appropriate discount rates and current market profit margins. The Company’s
management believes the fair values recognized for the assets acquired and the liabilities assumed were based on reasonable estimates
and assumptions.
The
following table summarizes the fair values estimation of assets acquired and liabilities assumed as of the date of the acquisition:
Amount
Weighted
Average
Useful
Life
(In
years)
Cash
$
448
Net liabilities assumed
( 1,837
)
Identified intangible
assets:
Current
technology
6,576
5
Customer
relationships
283
1
Trade
name
610
5
Goodwill
12,266
Total
$
18,346
Acquisition
costs were immaterial and are included in general and administrative expenses in the consolidated statements of income.
Goodwill
generated from this acquisition was primarily attributable to the assembled workforce and expected post-acquisition synergies from combining
Hark platform with the Company's product offering to its commercial and industrial customers. All of the Goodwill was assigned to the
Solar segment (see Note 21). Goodwill was not deductible for tax purposes. The fair values of technology, customer relationships and trade
name were derived by applying the multi-period excess earnings method, with-and-without method, and the relief-from-royalty method, respectively,
all of which are under the income approach whose underlying inputs are considered Level 3. The fair values assigned to assets acquired
and liabilities assumed were based on management's estimates and assumptions.
The
results of Hark have been included in the Company's consolidated statements of income since the acquisition date and are not material.
Pro forma financial information has not been presented because the impact of the acquisition was not material to the Company's statement
of income.
F - 27
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
4: MARKETABLE SECURITIES
The
following is a summary of available-for-sale marketable securities at December 31, 2023:
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
Matures within one year:
Corporate bonds
$
487,083
$
679
$
( 5,942
)
$
481,820
U.S. Treasury securities
15,324
-
( 63
)
15,261
U.S. Government agency
securities
8,787
11
( 3
)
8,795
Non-U.S. Government securities
15,161
673
( 140
)
15,694
526,355
1,363
( 6,148
)
521,570
Matures after one year:
Corporate bonds
342,223
1,902
( 4,444
)
339,681
U.S. Treasury securities
2,430
-
( 22
)
2,408
U.S. Government agency
securities
44,100
107
( 121
)
44,086
Non-U.S. Government securities
20,488
1,162
-
21,650
409,241
3,171
( 4,587
)
407,825
Total
$
935,596
$
4,534
$
( 10,735
)
$
929,395
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
Matures within one year:
Corporate bonds
$
222,482
$
-
$
( 4,657
)
$
217,825
U.S. Treasury securities
15,963
-
( 284
)
15,679
Non-U.S. Government securities
7,882
-
( 269
)
7,613
246,327
-
( 5,210
)
241,117
Matures after one year:
Corporate bonds
657,238
80
( 26,460
)
630,858
U.S. Treasury securities
9,939
-
( 261
)
9,678
Non-U.S. Government securities
5,311
-
( 356
)
4,955
672,488
80
( 27,077
)
645,491
Total
$
918,815
$
80
$
( 32,287
)
$
886,608
Proceeds
from maturity of available-for-sale marketable securities during the years ended December 31, 2023, 2022 and 2021, were $ 277,382 ,
$ 201,974
and $ 187,375 ,
respectively.
Proceeds
from sales of available-for-sale marketable securities during the year ended December 31, 2023 were $ 2,807 ,
which led to realized losses of $ 125 .
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 .
F - 28
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
5: INVENTORIES, NET
As
of December 31,
2023
2022
Raw materials
$
340,604
$
503,257
Work in process
20,885
23,407
Finished goods
1,081,960
202,537
$
1,443,449
$
729,201
The
Company recorded inventory write-downs of $ 46,369 ,
$ 10,170
and $ 7,142
for the years ended December 31, 2023, 2022 and 2021, respectively.
NOTE
6: PREPAID EXPENSES AND OTHER CURRENT ASSETS
As
of December 31,
2023
2022
Vendor non-trade
receivables 1
$
102,991
$
147,597
Government authorities
167,221
55,670
Loan receivables 2
55,418
-
Interest from marketable
securities
7,515
6,235
Prepaid expenses
and other
45,249
31,580
Total prepaid expenses
and other current assets
$
378,394
$
241,082
1
Vendor non-trade receivables derived from the sale of components to manufacturing vendors who manufacture products, components and other
testing equipment 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.
2
Loan receivables are loans to third parties. The loan repayments are expected on a monthly or annual basis as per the contractual terms
of each loan agreement. The loans bear interest that represent market interest rate. The amortized cost of the loan receivable approximates
its fair value as of December 31, 2023.
F - 29
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
7: PROPERTY, PLANT AND EQUIPMENT, NET
As
of December 31,
2023
2022
Cost:
Land
$
12,823
$
13,070
Buildings
and plants
153,813
152,218
Computers
and peripheral equipment
57,527
46,376
Office furniture
and equipment
10,992
10,911
Laboratory
and testing equipment
67,248
58,454
Machinery
and equipment
362,363
315,155
Leasehold
improvements
96,730
85,147
Assets under
construction and payments on account
88,077
47,168
Gross property,
plant and equipment
849,573
728,499
Less - accumulated
depreciation
234,994
184,530
Total property,
plant and equipment, net
$
614,579
$
543,969
Depreciation
expenses for the years ended December 31, 2023, 2022 and 2021, were $ 49,544 ,
$ 40,580
and $ 29,359 ,
respectively.
For
the year ended December 31, 2023, impairment loss of $ 25,168
was recorded as a result of Company's decision to discontinue its LCV activity and other restructuring efforts related
to the Solar segment (see Note 23).
Impairment
losses for the years ended December 31, 2022, and 2021, were $ 649
and $ 2,113 ,
respectively.
NOTE
8: 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
2023
2022
Assets:
Operating lease assets,
net of lease incentive obligation
Operating
lease right-of use assets, net
$
64,167
$
62,754
Finance lease assets
Property,
plant and equipment, net
49,926
52,934
Total lease assets
$
114,093
$
115,688
Liabilities:
Operating leases short
term
Accrued
expenses and other current liabilities
$
17,704
$
16,183
Finance leases short
term
Accrued
expenses and other current liabilities
3,253
3,263
Operating leases long
term
Operating
lease liabilities
45,070
46,256
Finance leases long term
Finance
lease liabilities
41,892
45,385
Total lease liabilities
$
107,919
$
111,087
F - 30
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The
following table presents certain information related to the operating and finance leases:
Year
ended December 31,
2023
2022
Finance
leases:
Finance
lease cost
$
4,154
$
4,196
Weighted
average remaining lease term in years
14.99
16.28
Weighted
average annual discount rate
2.30
%
2.30
%
Operating
leases:
Operating
lease cost
$
18,479
$
15,901
Weighted
average remaining lease term in years
9.50
8.33
Weighted
average annual discount rate
3.68
%
2.17
%
The
following table presents supplemental cash flows information related to the lease costs for operating and finance leases:
Year
ended December 31,
2023
2022
Cash paid for amounts
included in measurement of lease liabilities:
Operating
cash flows for operating leases
$
17,930
$
16,343
Operating
cash flows for finance leases
$
373
$
420
Financing
cash flows for finance leases
$
2,794
$
2,834
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
2024
$
17,933
$
3,288
2025
10,693
3,452
2026
6,585
3,452
2027
5,209
4,017
2028
4,479
3,155
Thereafter
30,169
36,087
Total
lease payments
$
75,068
$
53,451
Less
amount of lease payments representing interest
( 12,294
)
( 8,306
)
Present
value of future lease payments
$
62,774
$
45,145
Less
current lease liabilities
( 17,704
)
( 3,253
)
Long-term
lease liabilities
$
45,070
$
41,892
F - 31
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
9: INTANGIBLE ASSETS, NET
I n
October 2023, the Company has decided to cease the use of SolarEdge Korea's (formerly Kokam) trade name and solar technology, as such,
the Company recognized an impairment charge of $ 4,798
and the assets were disposed.
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 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 Other operating expenses, net in the consolidated statement of income (see Note 23) additional information.
Acquired
intangible assets consisted of the following as of December 31, 2023, and 2022:
As
of December 31,
2023
2022
Intangible assets
with finite lives:
Current
Technology
$
26,990
$
29,196
Customer
relationships
3,193
2,958
Trade
names
624
3,287
Assembled
workforce
3,575
3,575
Patents
22,000
1,400
Gross intangible
assets
56,382
40,416
Less - accumulated
amortization
( 21,037
)
( 20,487
)
Total intangible
assets, net
$
35,345
$
19,929
Amortization
expenses for the years ended December 31, 2023, 2022 and 2021, were $ 7,652 ,
$ 9,096
and $ 10,176 ,
respectively.
Expected
future amortization expenses of intangible assets as of December 31, 2023 are as follows:
2024
$
7,415
2025
6,518
2026
5,930
2027
3,762
2028
2,612
2029
and thereafter
9,108
$
35,345
F - 32
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
10: 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.
The
Company completed its annual goodwill impairment test in the fourth quarter of 2023 for all reporting units and determined the following:
Due
to impairment indicators of the solar reporting unit, which include, among other things, a deterioration in the environment in which the
Company operates, a qualitative assessment of the Company’s solar reporting unit was performed in order to determine whether 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 for the year ended December 31, 2023.
Due
to impairment indicators of the Energy Storage reporting unit, which include, among other things, a decline in planned revenue and earnings
compared with the projected results, the Company performed a quantitative goodwill impairment test and determined that the fair value
of this reporting unit is greater than its carrying value and therefore no goodwill impairment was recorded for the year ended December
31, 2023.
The
Company completed its annual goodwill impairment test in the fourth quarter of 2022 for all reporting units and determined the following:
In
June 2022, the Company decided to discontinue its stand-alone Critical Power activities. The Company recorded an impairment in the amount
of $ 2,782
pertaining to Critical Power's goodwill.
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
for the year ended December 31, 2022, which is presented under Goodwill impairment 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, among 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 ,
for the year ended December 31, 2022, which was recorded under Goodwill impairment 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 of the e-Mobility and Automation Machines
reporting units was primarily resulted from an increased discount rate and reduced estimated future cash flows.
The following summarizes
the goodwill activity for the years ended December 31, 2023, and 2022:
Solar
Energy
Storage
All
other
Total
Goodwill at December
31, 2021
$
30,505
$
2,568
$
96,556
$
129,629
Changes during the year:
Foreign
currency adjustments
( 1,737
)
( 147
)
( 6,452
)
( 8,336
)
Impairment
losses
-
-
( 90,104
)
( 90,104
)
Goodwill at December
31, 2022
28,768
2,421
-
31,189
Changes during the year:
Acquisitions
12,266
-
-
12,266
Foreign
currency adjustments
( 402
)
( 57
)
-
( 459
)
Goodwill at December
31, 2023
$
40,632
$
2,364
$
-
$
42,996
As
of December 31, 2023 and December 31, 2022 there were $ 90,104
accumulated goodwill impairment losses.
F - 33
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
11: OTHER LONG TERM ASSETS
As
of December 31,
2023
2022
Cloud computing arrangements
$
13,666
$
3,457
Severance pay fund
9,241
8,799
Investments in privately
held companies 1
7,650
1,863
Loan receivables
2,438
-
Prepaid expenses and
other
4,606
4,687
Total other long term
assets
$
37,601
$
18,806
1 In
January 2023, the Company completed an investment of $ 5,500
in the common stock of a privately-held company which represents 34.8 %
of its outstanding shares. The Company accounted for this investment using the equity method of accounting. The Company's share of net
loss for the year ended December 31, 2023 was $ 350 .
In
April and July of 2023, the Company completed a total investment of $ 2,500
in the preferred stock of a privately-held company which represents 4.5 %
of its outstanding shares on a fully diluted basis. The Company accounted for this investment as an equity investment without readily
determinable fair values. No impairment or other adjustments related to observable price changes in orderly transactions for identical
or similar investments were identified.
F - 34
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
12: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
As
of December 31, 2023, the Company entered into contracts of put and call options to sell U.S. dollars (“USD”) for NIS and
Euro ("EUR") for USD in the amounts of approximately NIS 541
million and EUR 60
million, respectively.
The
fair values of outstanding derivative instruments were as follows:
Balance
sheet location
December
31, 2023
December
31, 2022
Derivative
assets of options and forward contracts:
Designated
cash flow hedges
Prepaid
expenses and other current assets
$
4,477
$
-
Non-designated
hedges
Prepaid
expenses and other current assets
410
-
Total
derivative assets
$
4,887
$
-
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
-
-
Total
derivative liabilities
$
-
$
( 1,874
)
Gains
(losses) on derivative instruments are summarized below:
Year
ended December 31,
Affected
line item
2023
2022
2021
Foreign
exchange contracts
Non
Designated Hedging Instruments
Consolidated
Statements of Income - Financial income (expense), net
$
2,337
$
4,716
$
9,417
Designated
Hedging Instruments
Consolidated
Statements of Comprehensive Income - Cash flow hedges
$
( 1,990
)
$
( 8,965
)
$
3,289
See
Note 21 for information regarding gains (losses) from designated hedging instruments reclassified from accumulated other comprehensive
loss.
F - 35
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
13: 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, 2023 and 2022 by level within
the fair value hierarchy:
Fair
value measurements as of
Description
Fair
Value Hierarchy
December
31, 2023
December
31, 2022
Assets:
Cash and cash equivalents:
Cash
Level
1
$
309,521
$
695,004
Money
market mutual funds
Level
1
$
22,311
$
25,149
Deposits
Level
1
$
6,636
$
62,959
Derivative instruments
Level
2
$
4,887
$
-
Short-term marketable
securities:
Corporate
bonds
Level
2
$
481,820
$
217,825
U.S.
Treasury securities
Level
2
$
15,261
$
15,679
U.S.
Government agency securities
Level
2
$
8,795
$
-
Non-U.S.
Government securities
Level
2
$
15,694
$
7,613
Long-term marketable
securities:
Corporate
bonds
Level
2
$
339,681
$
630,858
U.S.
Treasury securities
Level
2
$
2,408
$
9,678
U.S.
Government agency securities
Level
2
$
44,086
$
-
Non-U.S.
Government securities
Level
2
$
21,650
$
4,955
Liabilities:
Derivative instruments
Level
2
$
-
$
( 1,874
)
F - 36
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
14: WARRANTY
OBLIGATIONS
Changes
in the Company’s product warranty obligations for the years ended December
31, 2023 , 2022 and 2021 were as follows:
December 31,
2023
2022
2021
Balance, at the beginning of the period
$
385,057
$
265,160
$
204,994
Accruals for warranty during the period
250,266
211,202
127,057
Changes in estimates
20,017
1,914
7,685
Settlements
( 137,096
)
( 93,219
)
( 74,576
)
Balance, at end of the period
518,244
385,057
265,160
Less current portion
( 183,047
)
( 103,975
)
( 71,480
)
Long term portion
$
335,197
$
281,082
$
193,680
NOTE
15 : 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,
2023
2022
2021
Balance, at the beginning
of the period
$
213,577
$
169,345
$
140,020
Revenue recognized
( 29,650
)
( 23,017
)
( 26,093
)
Increase in deferred
revenues and customer advances
71,516
67,249
55,418
Balance, at the end of
the period
255,443
213,577
169,345
Less current portion
( 40,836
)
( 26,641
)
( 17,789
)
Long term portion
$
214,607
$
186,936
$
151,556
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, 2023:
2024
$
40,836
2025
13,786
2026
13,417
2027
11,314
2028
10,084
Thereafter
166,006
Total
deferred revenues
$
255,443
F - 37
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
16: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
As of December 31,
2023
2022
Accrued expenses
$
142,130
$
117,638
Government authorities
34,309
67,514
Operating lease liabilities
17,704
16,183
Accrual for sales incentives
5,862
6,790
Finance lease
3,253
3,263
Other
2,653
2,724
Total accrued expenses and other current liabilities
$
205,911
$
214,112
NOTE
17: 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 - 38
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, 2023 and 2022:
As
of December 31,
2023
2022
Liability:
Principal
$
632,500
$
632,500
Unamortized
issuance costs
( 5,119
)
( 8,049
)
Net
carrying amount
$
627,381
$
624,451
For
the years ended December 31, 2023, 2022 and 2021 the Company recorded amortized debt issuance costs related to the Notes in the amount
of $ 2,930 ,
$ 2,916
and $ 2,903 ,
respectively.
As
of December 31, 2023, the issuance costs of the Notes will be amortized over the remaining term of approximately 1.70
years.
The
annual effective interest rate of the Notes is 0.47 %.
As
of December 31, 2023, the estimated fair value of the Notes, which the Company has classified as Level 2 financial instruments, is $ 577,156 .
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, 2023, the if-converted value of the Notes did not exceed the principal amount.
NOTE
18: OTHER LONG TERM LIABILITIES
As
of December 31,
2023
2022
Tax liabilities
$
3,577
$
3,830
Accrued severance pay
12,967
9,848
Other
1,900
2,078
$
18,444
$
15,756
F - 39
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
19: 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, 2023, a total of 20,853,755
shares of common stock were reserved for issuance pursuant to stock awards under the 2015 Plan (the “Share Reserve”), an aggregate
of 11,042,805
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.
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.
F - 40
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
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, 2023, 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, 2022
339,029
$
50.64
4.86
$
79,414
Exercised
( 21,613
)
10.48
-
3,572
Outstanding as
of December 31, 2023
317,416
$
53.38
4.05
$
17,366
Vested and expected
to vest as of December 31, 2023
317,166
$
53.24
4.05
$
17,366
Exercisable as
of December 31, 2023
307,719
$
47.70
3.97
$
17,366
The
intrinsic value is the amount by which the closing price of the Company’s common stock on December 31, 2023 of $ 93.60
or the price on the day of exercise exceeds the exercise price of the stock options multiplied by the number of in-the-money options.
The
total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 was $ 3,572 ,
$ 37,948 ,
and $ 65,668 ,
respectively.
No
options were granted in 2023.
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, 2023
1,488,515
$
232.05
Granted
1,138,764
133.44
Vested
( 661,967
)
198.16
Forfeited
( 105,026
)
253.80
Unvested
as of December 31, 2023
1,860,286
$
182.52
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, 2023
$
149,232
$
295.88
Granted
32,348
314.22
Vested
( 107,165
)
296.76
Unvested
as of December 31, 2023
$
74,415
$
302.58
F - 41
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
d.
Employee Stock Purchase Plan:
The
Company adopted an ESPP effective upon the consummation of the IPO. As of December 31, 2023, total of 4,150,380
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, 2023, 938,164
shares of common stock had been purchased under the ESPP.
As
of December 31, 2023, 3,212,216
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, 2023, 2022 and 2021, as follows:
Year
ended December 31,
2023
2022
2021
Stock-based compensation
expenses:
Cost
of revenues
$
23,200
$
21,818
$
18,743
Research
and development
66,944
63,211
45,424
Selling
and marketing
30,987
31,017
22,834
General
and administrative
28,814
29,493
15,592
Total stock-based
compensation expenses
$
149,945
$
145,539
$
102,593
Stock-based compensation
capitalized:
Inventories,
net
$
2,460
$
-
$
-
Other
long-term assets
1,666
380
-
Total stock-based
compensation capitalized
$
4,126
$
380
$
-
The
total tax benefit associated with share-based compensation for the year ended December 31, 2023, 2022 and 2021 was $ 27,551 ,
$ 7,747
and $ 19,113 ,
respectively. The tax benefit realized from share-based compensation for the year ended December 31, 2023, 2022 and 2021 was $ 8,866 ,
$ 10,171
and $ 13,379 ,
respectively.
As
of December 31, 2023, there were total unrecognized compensation expenses in the amount of $ 332,367
related to non-vested equity-based compensation arrangements granted. These expenses are expected to be recognized during the period from
January 1, 2024 through November 30, 2027.
F - 42
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
20: COMMITMENTS AND CONTINGENT LIABILITIES
a.
Guarantees:
As
of December 31, 2023, contingent liabilities exist regarding guarantees in the amounts of $ 6,123
and $ 1,946
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, 2023, the Company had non-cancelable purchase obligations totaling approximately $ 1,041,253 ,
out of which the Company recorded a provision for loss in the amount of $ 24,963 .
As
of December 31, 2023, the Company had contractual obligations for capital expenditures totaling approximately $ 95,499 .
These commitments reflect purchases of automated assembly lines and other machinery related to the Company’s manufacturing process.
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.
On
November 3, 2023, Daphne Shen, a purported stockholder of the Company, filed a proposed class action complaint for violation of federal
securities laws, individually and putatively on behalf of all others similarly situated, in the U.S District Court of the Southern District
of New York against the Company, the Company’s CEO and the Company’s CFO. The complaint alleges violations of Section 10(b)
and Rule 10b-5 of the Exchange Act, as well as violations of Section 20(a) of the Exchange Act against the individual defendants. The
complaint seeks class certification, damages, interest, attorneys’ fees, and other relief. On December 13, 2023, Javier Cascallar
filed a similar proposed class action. On February 7, 2024, the Court consolidated the two actions, and appointed co-lead plaintiffs and
lead counsel. Due to the early stage of this proceeding, the Company cannot reasonably estimate the potential range of loss, if any, or
the likelihood of a potential adverse outcome. The Company disputes the allegations of wrongdoing and intends to vigorously defend against
them.
In
August 2019, the Company was served with a lawsuit filed in the civil courts of Milan, Italy against the Italian subsidiary of SolarEdge
e-Mobility S.r.l (previously SMRE S.p.A) that purchased the shares of SolarEdge e-Mobility in the tender offer that followed the SolarEdge
e-Mobility Acquisition by certain former shareholders of SolarEdge e-Mobility who tendered their shares. The lawsuit asked for damages
of approximately $ 3,000 ,
representing the difference between the amount for which they tendered their shares ( 6
Euro per share) and 6.7
Euros per share. In December 2023 the court of Milan, rendered a decision ordering SolarEdge to pay, in favor of each plaintiff, the difference
between the price paid ( 6
Euro per share) and 6.44
Euro per share, i.e. 0.44
euros per share. The Company is currently evaluating whether to appeal this decision.
As
of December 31, 2023, the Company recorded an accrual of $ 2,011
for legal claims which was recorded under accrued expenses and other current liabilities.
F - 43
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
21: 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, 2021
$
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 income (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
)
Revaluation
25,898
( 1,973
)
( 5,375
)
5,409
23,959
Tax on revaluation
( 5,487
)
( 17
)
-
-
( 5,504
)
Other comprehensive income (loss) before reclassifications
20,411
( 1,990
)
( 5,375
)
5,409
18,455
Reclassification
107
8,325
-
-
8,432
Tax on reclassification
( 29
)
( 634
)
-
-
( 663
)
Losses reclassified from accumulated other comprehensive income
78
7,691
-
-
7,769
Net current period other comprehensive income (loss)
20,489
5,701
( 5,375
)
5,409
26,224
Ending balance as of December 31, 2023
$
( 4,960
)
$
3,940
$
( 43,335
)
$
( 2,530
)
$
( 46,885
)
F - 44
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, 2023, 2022 and 2021:
Details
about Accumulated Other
Comprehensive
Income (Loss) Components
Amount
Reclassified from Accumulated Other
Comprehensive
Income (Loss)
Affected
Line Item in the
Statement
of Income
2023
2022
2021
Unrealized gains (losses) on available-for-sale marketable securities
$
( 107
)
$
( 736
)
$
16
Financial income (expenses), net
29
115
( 4
)
Income taxes
$
( 78
)
$
( 621
)
$
12
Total, net of income taxes
Unrealized gains (losses) on cash flow hedges
( 964
)
( 801
)
333
Cost of revenues
( 4,981
)
( 4,142
)
1,645
Research and development
( 1,057
)
( 959
)
334
Sales and marketing
( 1,323
)
( 1,122
)
430
General and administrative
$
( 8,325
)
$
( 7,024
)
$
2,742
Total, before income taxes
634
694
( 327
)
Income taxes
( 7,691
)
( 6,330
)
2,415
Total, net of income taxes
Total reclassifications for the period
$
( 7,769
)
$
( 6,951
)
$
2,427
F - 45
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
22: EARNINGS PER SHARE
The
following table presents the computation of basic and diluted EPS attributable to SolarEdge Technologies Inc.:
Year ended December 31,
2023
2022
2021
Basic:
Numerator:
Net income
$
34,329
$
93,779
$
169,170
Denominator:
Shares used in computing net EPS of common stock, basic
56,557,106
55,087,770
52,202,182
Diluted:
Numerator:
Net income attributable to common stock, basic
$
34,329
$
93,779
$
169,170
Notes due 2025
-
2,203
2,134
Net income attributable to common stock, diluted
$
34,329
$
95,982
$
171,304
Denominator:
Shares used in computing net EPS of common stock, basic
56,557,106
55,087,770
52,202,182
Notes due 2025
-
2,276,818
2,276,818
Effect of stock-based awards
680,412
736,061
1,492,030
Shares used in computing net EPS of common stock, diluted
57,237,518
58,100,649
55,971,030
Earnings per share:
Basic
$
0.61
$
1.70
$
3.24
Diluted
$
0.60
$
1.65
$
3.06
Shares excluded from the calculation of net diluted due to their anti-dilutive effect
1,994,328
207,980
132,133
F - 46
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
23: OTHER OPERATING EXPENSES, NET
Year
ended December 31,
2023
2022
2021
Impairment of property,
plant and equipment
$
25,168
$
649
$
2,209
Impairment of intangible
assets 1
5,622
28,388
-
Gain on sale of assets
( 1,262
)
( 2,603
)
-
Legal settlements and
contingencies 2
1,786
-
-
SolarEdge Korea (formerly
Kokam) purchase escrow 3
-
-
( 859
)
Total other operating
expense, net
$
31,314
$
26,434
$
1,350
1
See Note 9
2
See Note 20c
3
In 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.
F - 47
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
24: RESTRUCTURING AND OTHER EXIT ACTIVITIES
In
October of 2023, the Company made an announcement regarding its restructuring plans to adjust its manufacturing capacity and increase
operating efficiency, including terminating the manufacturing process in Mexico, reducing manufacturing capacity in China, and discontinuing
the Company’s LCV activity. The program is expected to be completed by the end of the first half of 2024. These decisions were made
in order to better align the Company with current market conditions.
The
Company determined that the discontinuation of the LCV activity 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.
Restructuring
and other exit charges for the year ended December 31, 2023 by segments and type of cost were as follows:
Solar
e-Mobility
Employee
termination costs
Contract
termination
and
other
Employee
termination costs
Inventory
write-down
Contract
termination and other
Total
Cost of revenues
$
2,561
$
20,593
$
-
$
27,158
$
9,489
$
59,801
Sales and marketing
-
-
4
-
-
4
General and administrative
-
-
297
-
87
384
Total
$
2,561
$
20,593
$
301
$
27,158
$
9,576
$
60,189
For
the year ended December 31, 2022, the Company recorded $ 4,314
of inventory write-downs in cost of revenues as a result of Critical Power's discontinuation.
The Company did not record
any restructuring and other exit activities costs for the year ended December 31, 2021
The Company’s liability
balance for the restructuring and other exit charges is as follows:
Employee
termination costs
Inventory
write-down 1
Contract
termination and other
Balance as of January
1, 2023
$
-
$
-
$
-
Charges
2,862
27,158
30,169
Cash payments
( 548
)
-
-
Foreign currency adjustments
59
616
224
Balance as of December
31, 2023
$
2,373
$
27,774
$
30,393
1
Inventory write-down is included under Inventories, net on the balance sheet.
The total amount expected
to be incurred for restructuring and other exit charges, which primarily consists of contract terminations related to the solar segment,
is $ 10,558 .
F - 48
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
25 : 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 incurred in the U.S.) or fifteen years (if incurred outside the U.S.), 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 25j.
c.
Carryforward tax losses:
As
of December 31, 2023, the foreign subsidiaries have carryforward tax losses of $ 205,263
which do 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 - 49
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,
2023
2022
Deferred
tax assets, net:
Research
and Development carryforward expenses
$
25,527
$
9,335
Carryforward
tax losses (1)
44,294
19,916
Stock based
compensation expenses
28,715
9,863
Deferred
revenue
13,244
8,954
Lease liabilities
12,872
6,520
Inventory
Impairment
11,136
627
Foreign currency
translation
4,985
6,987
Allowance
and other reserves
17,367
23,255
Total Gross
deferred tax assets, net
$
158,140
$
85,457
Less, Valuation
Allowance
( 51,245
)
( 23,777
)
Total deferred
tax assets, net
$
106,895
$
61,680
Deferred
tax liabilities, net:
Intercompany
transactions
$
( 4,470
)
$
( 6,292
)
Right-of-use
assets
( 13,353
)
( 6,618
)
Purchase
price allocation
( 4,129
)
( 4,617
)
Property, plant and equipment
( 5,481
)
-
Total deferred
tax liabilities, net
$
( 27,433
)
$
( 17,527
)
Recorded
as:
Deferred
tax assets, net
$
80,912
$
44,153
Deferred
tax liabilities, net
( 1,450
)
-
Net deferred
tax assets
$
79,462
$
44,153
(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 25j) 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,
2023
2022
2021
Balance,
at the beginning of the period
$
2,756
$
2,192
$
10,564
Increases
related to current year tax positions
1,502
564
635
Increase
for tax positions related to prior years
11,778
-
-
Decreases
related to prior year tax positions
( 128
)
-
( 9,007
)
Balance,
at end of the period
$
15,908
$
2,756
$
2,192
F - 50
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. As of December 31, 2023,
the Company accrued $ 2,927 .
The
total amount of penalties and interest were not material as of December 31, 2022 and 2021.
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,
2023
2022
2021
Domestic
$
49,758
$
47,324
$
13,659
Foreign
31,341
129,831
173,565
Income before
income taxes
$
81,099
$
177,155
$
187,224
g.
Income taxes (tax benefit) are comprised
as follows:
Year
ended December 31,
2023
2022
2021
Current taxes:
Domestic
$
42,960
$
56,958
$
( 7,872
)
Foreign
46,531
37,473
37,564
Total current
taxes
89,491
94,431
29,692
Deferred
taxes:
Domestic
( 2,244
)
( 8,955
)
( 3,682
)
Foreign
( 40,827
)
( 2,100
)
( 7,956
)
Total deferred
taxes
( 43,071
)
( 11,055
)
( 11,638
)
Income taxes,
net
$
46,420
$
83,376
$
18,054
F - 51
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
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 of such subsidiaries.
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,
2023
2022
2021
Statutory
tax rate
21
%
21
%
21
%
Effect of:
Income tax
at rate other than the U.S. statutory tax rate
( 37.3
)%
( 10.8
)%
( 7.4
)%
Losses and
timing differences for which valuation allowance was provided
27.7
%
5.2
%
2.7
%
Prior year
income taxes (benefit)
( 1.0
)%
2.9
%
( 4.4
)%
R&D Capitalization
and other effects of TCJA
42.5
%
18.9
%
0.1
%
Non-deductible
expenses
4.5
%
13.2
%
2.0
%
Other individually
immaterial income tax items, net
( 0.2
)%
( 3.3
)%
( 4.4
)%
Effective
tax rate
57.2
%
47.1
%
9.6
%
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, 2023, 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 - 52
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, 2023, 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 ("Threshold"). 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 2022-2023 to a 6% tax rate as the group surpassed the
Threshold. The Company currently expects not to meet the Threshold in 2024 and consequently expects its tax on its PTE income to be 12%
in 2024. The Company adjusted its deferred taxes accordingly.
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, in 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. Expenses incurred in
scientific research that are not approved by the relevant government ministry are amortized 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 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 - 53
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
26: FINANCIAL INCOME (EXPENSE), NET
Year
ended December 31,
2023
2022
2021
Exchange rate (loss)
gain, net
$
24,181
$
( 1,547
)
$
( 22,493
)
Interest income on marketable
securities
25,668
10,551
2,973
Convertible note
( 2,930
)
( 2,916
)
( 2,903
)
Hedging
2,337
4,716
9,417
Financing component expenses
related to ASC 606
( 9,773
)
( 7,038
)
( 5,771
)
Bank charges
( 1,418
)
( 1,584
)
( 1,991
)
Interest income
7,494
2,932
788
Interest expense
( 1,269
)
( 1,530
)
( 605
)
Other
( 3,078
)
166
571
Total financial income
(expenses), net
$
41,212
$
3,750
$
( 20,014
)
NOTE
27 : SEGMENT,
GEOGRAPHIC AND PRODUCT INFORMATION
a.
Segment Information:
Following
the discontinuation of the Critical Power segment in June 2022, the Company operated in four different operating segments: Solar, Energy
Storage, e-Mobility and Automation Machines. In October 2023, the Company decided to discontinue its LCV activity.
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 (loss) 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, restructuring charges, discontinued activity charges 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 two
operating segments as reportable – the Solar segment and the Energy Storage 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 batteries for PV applications. The Solar segment solution consists mainly of the Company’s
power optimizers, inverters, batteries and cloud‑based monitoring platform.
The
Energy Storage segment includes the design, development, manufacturing, and sales of high-energy, high-power, lithium-ion cells and racks
and containerized battery systems for C&I and Utility markets. The Energy Storage segment provides purpose-built components and solutions,
hardware and software, as well as pre and post sales engineering support to design, build, and manage battery and system solutions according
to the customer’s use cases and mission profiles.
F - 54
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The
“All other” category includes the e-Mobility products, automated machines and UPS products (in prior periods).
The
following tables presents information on reportable segments profit (loss) for the period presented:
Year
ended December 31, 2023
Solar
Energy
Storage
All
other
Revenues
$
2,815,539
$
83,717
$
76,438
Cost of revenues
1,994,578
112,518
75,469
Gross profit (loss)
820,961
( 28,801
)
969
Research and development
226,776
17,370
9,403
Sales and marketing
126,207
3,539
2,654
General and administrative
103,461
10,409
3,286
Segments profit (loss)
$
364,517
$
( 60,119
)
$
( 14,374
)
Year
ended December 31, 2022
Solar
Energy
Storage
All
other
Revenues
$
2,921,175
$
76,325
$
112,165
Cost of revenues
2,050,147
63,752
118,171
Gross profit (loss)
871,028
12,573
( 6,006
)
Research and development
196,381
15,108
13,908
Sales and marketing
118,154
4,095
5,592
General and administrative
69,631
7,233
5,768
Segments profit (loss)
$
486,862
$
( 13,863
)
$
( 31,274
)
Year
ended December 31, 2021
Solar
Energy
Storage
All
other
Revenues
$
1,787,280
$
83,430
$
92,737
Cost of revenues
1,136,896
61,099
108,483
Gross profit (loss)
650,384
22,331
( 15,746
)
Research and development
143,173
10,289
20,217
Sales and marketing
85,309
3,698
6,232
General and administrative
53,156
5,841
7,695
Segments profit (loss)
$
368,746
$
2,503
$
( 49,890
)
F - 55
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
The
following table presents information on reportable segments reconciliation to consolidated revenues for the periods presented:
Year
ended December 31,
2023
2022
2021
Solar segment revenues
$
2,815,539
$
2,921,175
$
1,787,280
Energy Storage segment
revenues
83,717
76,325
83,430
All other segment revenues
76,438
112,165
92,737
Revenues from financing
component
834
614
418
Consolidated revenues
$
2,976,528
$
3,110,279
$
1,963,865
The
following table presents information on reportable segments reconciliation to consolidated operating income for the periods presented:
Year
ended December 31,
2023
2022
2021
Solar segment profit
$
364,517
$
486,862
$
368,746
Energy Storage segment
profit (loss)
( 60,119
)
( 13,863
)
2,503
All other segment loss
( 14,374
)
( 31,274
)
( 49,890
)
Segments operating profit
290,024
441,725
321,359
Amounts not allocated
to segments:
Stock
based compensation expenses
( 149,945
)
( 145,539
)
( 102,593
)
Amortization
and depreciation of acquired assets
( 7,969
)
( 9,478
)
( 10,812
)
Impairment
of goodwill and long-lived assets
( 30,790
)
( 119,141
)
-
Restructuring
and other exit activities
( 60,189
)
( 4,314
)
-
Other
unallocated income (expenses), net
( 926
)
2,867
( 815
)
Consolidated operating
income
$
40,205
$
166,120
$
207,139
b.
Revenues by geographic, based on customers’
location:
Year
ended December 31,
2023
2022
2021
United States
$
759,611
$
1,133,798
$
786,019
Europe (*)
661,542
528,197
297,684
Germany
692,047
449,160
191,066
Netherlands
326,314
382,226
222,103
Italy
223,943
330,565
181,644
Rest of the world
313,071
286,333
285,349
Total revenues
$
2,976,528
$
3,110,279
$
1,963,865
(*)
Except for Germany, Netherlands and Italy
F - 56
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
c.
Revenues by type:
Year
ended December 31,
2023
2022
2021
Inverters
$
1,374,026
$
1,137,142
$
828,101
Optimizers
902,411
1,135,040
828,542
Batteries for PV applications
378,275
429,119
19,531
e-Mobility components
and telematics
68,425
94,446
68,946
Communication
32,945
72,812
24,111
Others
220,446
241,720
194,634
Total revenues
$
2,976,528
$
3,110,279
$
1,963,865
d.
Long-lived assets by geographic location:
As
of December 31,
2023
2022
Israel
$
364,438
$
333,740
Korea
199,422
201,731
United
States
47,083
12,030
China
38,037
34,230
Europe
23,478
21,282
Other
6,288
3,710
Total long-lived assets (*)
$
678,746
$
606,723
(*)
Long-lived assets are comprised of property and equipment, net and Operating lease right-of-use assets, net.
F - 57
SOLAREDGE
TECHNOLOGIES INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
(in thousands,
except per share data)
NOTE
28: SUBSEQUENT EVENTS
1.
In January 2024, the Company entered into an agreement
to acquire minority shares in Ampeers Energy GmbH ("Ampeers") from existing shareholders as well as through a share capital increase.
Ampeers, a German-based company, is involved in the programming, operation and marketing of an information and communications technology
platform. The investment is subject to customary closing conditions and regulatory approvals and is expected to close during the first
half of 2024.
2.
Also in January 2024, the Company completed a
minority investment in Ivy Energy, a U.S. company that provides software to real estate owners for distribution of solar energy between
multi dwelling units.
3.
On January 21, 2024, the Company announced adoption
of additional measures in response to challenging industry conditions, including reducing its headcount by approximately 16 %
over the first half of 2024 through an involuntary workforce reduction plan. These decisions were made in order to better align the Company
with current market conditions. The significant part of the workforce reduction occurred in January 2024.
-
- - - - - - - - - - - - - - - - - - - -
F
- 58
ITEM 9. Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure
Not
applicable.