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SOLAREDGE TECHNOLOGIES, INC. - Quarter Report: 2023 June (Form 10-Q)


 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2023
 
OR
 
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________ to __________
 
Commission File Number: 001-36894
 
 
SOLAREDGE TECHNOLOGIES, INC.
 
(Exact name of registrant as specified in its charter)
 
Delaware
20-5338862
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
 
1 HaMada Street
Herziliya Pituach, 4673335, Israel
(Address of Principal Executive Offices, zip code)
 
972 (9) 957-6620
 
Registrant’s telephone number, including area code
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.0001 per share
SEDG
NASDAQ (Global Select Market)
 
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
 
Yes ☒      No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 
 
Yes ☒      No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 
Accelerated filer
 
Non-accelerated filer
 
Smaller Reporting Company
 
     
Emerging growth company
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes ☐      No ☒
 
As of August 1, 2023, there were 56,557,816 shares of the registrant’s common stock, par value of $0.0001 per share, outstanding.
 

TABLE OF CONTENTS
 
PART I. FINANCIAL INFORMATION
 
F-1
F-1
F-3
F-4
F-5
F-7
F-9
3
17
18
  
PART II. OTHER INFORMATION
 
19
19
19
19
19
19
20
20
 
2

 
PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
SOLAREDGE TECHNOLOGIES INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
 
(in thousands, except per share data)
 
   
June 30,
2023
   
December 31,
2022
 
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
557,744
   
$
783,112
 
Marketable securities
   
493,176
     
241,117
 
Trade receivables, net of allowances of $6,890 and $3,202, respectively
   
1,149,820
     
905,146
 
Inventories, net
   
984,194
     
729,201
 
Prepaid expenses and other current assets
   
264,188
     
241,082
 
Total current assets
   
3,449,122
     
2,899,658
 
LONG-TERM ASSETS:
               
Marketable securities
   
435,800
     
645,491
 
Deferred tax assets, net
   
49,993
     
44,153
 
Property, plant and equipment, net
   
580,503
     
543,969
 
Operating lease right-of-use assets, net
   
66,387
     
62,754
 
Intangible assets, net
   
43,656
     
19,929
 
Goodwill
   
42,332
     
31,189
 
Other long-term assets
   
28,772
     
18,806
 
Total long-term assets
   
1,247,443
     
1,366,291
 
Total assets
 
$
4,696,565
   
$
4,265,949
 
 

F - 1


SOLAREDGE TECHNOLOGIES INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Cont.)
 
(in thousands, except per share data)
 
   
June 30,
2023
   
December 31,
2022
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
           
CURRENT LIABILITIES:
           
Trade payables, net
 
$
434,602
   
$
459,831
 
Employees and payroll accruals
   
74,709
     
85,158
 
Warranty obligations
   
146,150
     
103,975
 
Deferred revenues and customers advances
   
28,135
     
26,641
 
Accrued expenses and other current liabilities
   
214,133
     
214,112
 
Total current liabilities
   
897,729
     
889,717
 
LONG-TERM LIABILITIES:
               
Convertible senior notes, net
   
625,914
     
624,451
 
Warranty obligations
   
342,437
     
281,082
 
Deferred revenues
   
204,693
     
186,936
 
Finance lease liabilities
   
42,208
     
45,385
 
Operating lease liabilities
   
47,046
     
46,256
 
Other long-term liabilities
   
16,349
     
15,756
 
Total long-term liabilities
   
1,278,647
     
1,199,866
 
COMMITMENTS AND CONTINGENT LIABILITIES
               
STOCKHOLDERS’ EQUITY:
               
Common stock of $0.0001 par value - Authorized: 125,000,000 shares as of June 30, 2023 and December 31, 2022;
issued and outstanding: 56,556,340 and 56,133,404 shares as of June 30, 2023 and December 31, 2022, respectively
   
6
     
6
 
Additional paid-in capital
   
1,595,890
     
1,505,632
 
Accumulated other comprehensive loss
   
(77,432
)
   
(73,109
)
Retained earnings
   
1,001,725
     
743,837
 
Total stockholders’ equity
   
2,520,189
     
2,176,366
 
Total liabilities and stockholders’ equity
 
$
4,696,565
   
$
4,265,949
 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
 

F - 2


SOLAREDGE TECHNOLOGIES INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
 
(in thousands, except per share data)
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2023
   
2022
   
2023
   
2022
 
Revenues
 
$
991,290
   
$
727,774
   
$
1,935,179
   
$
1,382,854
 
Cost of revenues
   
673,985
     
545,132
     
1,317,748
     
1,021,254
 
Gross profit
   
317,305
     
182,642
     
617,431
     
361,600
 
Operating expenses:
                               
Research and development
   
86,526
     
74,847
     
166,399
     
141,196
 
Sales and marketing
   
44,222
     
38,975
     
85,188
     
74,291
 
General and administrative
   
36,199
     
28,121
     
72,766
     
54,550
 
Other operating expense (income), net
   
-
     
4,687
     
(1,434
)
   
4,687
 
Total operating expenses
   
166,947
     
146,630
     
322,919
     
274,724
 
Operating income
   
150,358
     
36,012
     
294,512
     
86,876
 
Financial income (expense), net
   
3,384
     
(14,311
)
   
27,058
     
(18,916
)
Other loss
   
-
     
-
     
(125
)
   
(844
)
Income before income taxes
   
153,742
     
21,701
     
321,445
     
67,116
 
Income taxes
   
34,232
     
6,617
     
63,557
     
18,909
 
Net income
 
$
119,510
   
$
15,084
   
$
257,888
   
$
48,207
 
Net basic earnings per share of common stock
 
$
2.12
   
$
0.27
   
$
4.58
   
$
0.89
 
Net diluted earnings per share of common stock
 
$
2.03
   
$
0.26
   
$
4.38
   
$
0.86
 
Weighted average number of shares used in computing net basic earnings per share of common stock
   
56,415,636
     
55,470,279
     
56,316,116
     
54,309,060
 
Weighted average number of shares used in computing net diluted earnings per share of common stock
   
59,183,666
     
58,564,734
     
59,189,302
     
57,446,416
 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F - 3


SOLAREDGE TECHNOLOGIES INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
 
(in thousands, except per share data)
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2023
   
2022
   
2023
   
2022
 
Net income
 
$
119,510
   
$
15,084
   
$
257,888
   
$
48,207
 
Other comprehensive income (loss), net of tax:
                               
Available-for-sale marketable securities
   
661
     
(4,562
)
   
6,838
     
(14,068
)
Cash flow hedges
   
316
     
(3,836
)
   
(15
)
   
(4,516
)
Foreign currency translation adjustments on intra-entity transactions that are of a long-term investment nature
   
(1,935
)
   
(28,347
)
   
(12,735
)
   
(35,330
)
Foreign currency translation adjustments
   
730
     
(6,808
)
   
1,589
     
(8,387
)
Total other comprehensive loss
   
(228
)
   
(43,553
)
   
(4,323
)
   
(62,301
)
Comprehensive income (loss)
 
$
119,282
   
$
(28,469
)
 
$
253,565
   
$
(14,094
)
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
 

F - 4


SOLAREDGE TECHNOLOGIES INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
 
(in thousands, except per share data)
 
   
Common stock
   
Additional paid in
Capital
   
Accumulated
other comprehensive
loss
     
Retained earnings
   
Total
 
   
Number
   
Amount
Balance as of January 1, 2023
   
56,133,404
   
$
6
   
$
1,505,632
   
$
(73,109
)
 
$
743,837
   
$
2,176,366
 
Issuance of common stock upon exercise of stock-based awards
   
209,760
     
*-
     
75
     
-
     
-
     
75
 
Stock based compensation
   
-
     
-
     
40,070
     
-
     
-
     
40,070
 
Other comprehensive loss adjustments
   
-
     
-
     
-
     
(4,095
)
   
-
     
(4,095
)
Net income
   
-
     
-
     
-
     
-
     
138,378
     
138,378
 
Balance as of March 31, 2023
 
$
56,343,164
   
$
6
   
$
1,545,777
   
$
(77,204
)
 
$
882,215
   
$
2,350,794
 
Issuance of common stock upon exercise of stock-based awards
   
171,682
     
*-
     
89
     
-
     
-
     
89
 
Issuance of common stock under employee stock purchase plan
   
41,494
     
*-
     
10,046
     
-
     
-
     
10,046
 
Stock based compensation
   
-
     
-
     
39,978
     
-
     
-
     
39,978
 
Other comprehensive loss adjustments
   
-
     
-
     
-
     
(228
)
   
-
     
(228
)
Net income
   
-
     
-
     
-
     
-
     
119,510
     
119,510
 
Balance as of June 30, 2023
 
$
56,556,340
   
$
6
   
$
1,595,890
   
$
(77,432
)
 
$
1,001,725
   
$
2,520,189
 
 
* Represents an amount less than $1.

 

F - 5


SOLAREDGE TECHNOLOGIES INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
 
(in thousands, except per share data)
 
   
Common stock
   
Additional paid in
Capital
   
Accumulated
other comprehensive
income (loss)
     
Retained earnings
   
Total
 
   
Number
   
Amount
                 
Balance as of January 1, 2022
   
52,815,395
   
$
5
   
$
687,295
   
$
(27,319
)
 
$
650,058
   
$
1,310,039
 
Issuance of common stock upon exercise of stock-based awards
   
270,751
     

*-

     
1,478
     
-
     
-
     
1,478
 
Stock based compensation
   
-
     
-
     
34,107
     
-
     
-
     
34,107
 
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
   
-
     
-
     
-
     
(18,748
)
   
-
     
(18,748
)
Net income
   
-
     
-
     
-
     
-
     
33,123
     
33,123
 
Balance as of March 31, 2022
   
55,386,146
   
$
6
   
$
1,373,405
   
$
(46,067
)
 
$
683,181
   
$
2,010,525
 
Issuance of common stock upon exercise of stock-based awards
   
211,839
     

*-

     
164
     
-
     
-
     
164
 
Issuance of common stock under employee stock purchase plan
   
35,105
     

*-

     
8,141
     
-
     
-
     
8,141
 
Stock based compensation
   
-
     
-
     
37,171
     
-
     
-
     
37,171
 
Other comprehensive income adjustments
   
-
     
-
     
-
     
(43,553
)
   
-
     
(43,553
)
Net income
   
-
     
-
     
-
     
-
     
15,084
     
15,084
 
Balance as of June 30, 2022
   
55,633,090
   
$
6
   
$
1,418,881
   
$
(89,620
)
 
$
698,265
   
$
2,027,532
 
 
* Represents an amount less than $1.
 
The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F - 6


SOLAREDGE TECHNOLOGIES INC.

 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
(in thousands, except per share data)
 
   
Six Months Ended
June 30,
 
   
2023
   
2022
 
Cash flows from operating activities:
           
Net income
 
$
257,888
   
$
48,207
 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
Depreciation and amortization
   
26,725
     
24,138
 
Loss (gain) from exchange rate fluctuations
   
(23,214
)
   
20,398
 
Stock-based compensation expenses
   
78,200
     
71,181
 
Impairment of goodwill and intangible assets
   
-
     
4,008
 
Deferred income taxes, net
   
(7,636
)
   
(1,092
)
Other items
   
4,783
     
11,396
 
Changes in assets and liabilities:
               
Inventories, net
   
(246,193
)
   
(93,348
)
Prepaid expenses and other assets
   
(33,285
)
   
(79,215
)
Trade receivables, net
   
(235,086
)
   
(235,316
)
Trade payables, net
   
(22,304
)
   
(7,339
)
Employees and payroll accruals
   
8,283
     
5,202
 
Warranty obligations
   
103,524
     
59,588
 
Deferred revenues and customers advances
   
17,222
     
32,277
 
Accrued expenses and other liabilities, net
   
(9,695
)
   
54,341
 
Net cash used in operating activities
   
(80,788
)
   
(85,574
)
Cash flows from investing activities:
               
Investment in available-for-sale marketable securities
   
(124,138
)
   
(362,119
)
Proceed from sales and maturities of available-for-sale marketable securities
   
86,813
     
126,287
 
Purchase of property, plant and equipment
   
(84,075
)
   
(91,884
)
Business combinations, net of cash acquired
   
(16,653
)
   
-
 
Purchase of intangible assets
   
(10,000
)
   
-
 
Investment in privately-held companies
   
(6,750
)
   
-
 
Proceeds from governmental grant
   
6,797
     
-
 
Other investing activities
   
3,552
     
1,783
 
Net cash used in investing activities
 
$
(144,454
)
 
$
(325,933
)
 
The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F - 7


SOLAREDGE TECHNOLOGIES INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Cont.)
 
(in thousands, except per share data)
 
   
Six Months Ended
June 30,
 
   
2023
   
2022
 
Cash flows from financing activities:
           
Tax withholding in connection with stock-based awards, net
 
$
(8,811
)
 
$
(2,318
)
Payment of finance lease liability
   
(1,428
)
   
(1,374
)
Proceeds from secondary public offering, net of issuance costs
   
-
     
650,526
 
Other financing activities
   
98
     
1,572
 
Net cash provided by (used in) financing activities
   
(10,141
)
   
648,406
 
                 
Increase (decrease) in cash and cash equivalents
   
(235,383
)
   
236,899
 
Cash and cash equivalents at the beginning of the period
   
783,112
     
530,089
 
Effect of exchange rate differences on cash and cash equivalents
   
10,015
     
(21,454
)
Cash and cash equivalents at the end of the period
 
$
557,744
   
$
745,534
 
                 
Supplemental disclosure of non-cash activities:
               
Purchase of intangible assets and business combinations
 
$
11,245
   
$
-
 
Right-of-use asset recognized with a corresponding lease liability
 
$
12,063
   
$
34,176
 
Purchase of property, plant and equipment
 
$
16,300
   
$
13,451
 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F - 8


SOLAREDGE TECHNOLOGIES INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 

(in thousands, except per share data)

 

NOTE 1: GENERAL
 
  a.
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 Energy Hub inverter which supports, among other things, connection to a DC-coupled battery for full or partial home backup, 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) a residential storage and backup solution which includes a company designed and manufactured lithium-ion DC-coupled battery that is used to increase energy independence and maximize self-consumption for homeowners including a battery, and (v) additional smart energy management solutions.
 
The Company and its subsidiaries sell products worldwide through large distributors, electrical equipment wholesalers, as well as directly to large solar installers and engineering, procurement, and construction firms.
 
  b.
The Company has expanded its activity to other areas of smart energy technology organically and through acquisitions. The Company now offers a variety of energy solutions, which include lithium-ion cells, batteries, and energy storage systems (“Energy Storage”), full powertrain kits for electric vehicles, or EVs (“e-Mobility”), as well as automated machines for industrial use (“Automation Machines”).
 
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, which operates under the newly established consulting segment (see note 2).
 
  c.
Basis of Presentation:
 
The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.
 
The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2022, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2023, have been applied consistently in these unaudited interim condensed consolidated financial statements. Certain prior year amounts have been reclassified to conform to current year presentation.
 
  d.
Use of estimates:
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures in the accompanying notes. The duration, scope and effects of the ongoing Covid-19 pandemic and the conflict in Ukraine, government and other third-party responses to it, and the related macroeconomic effects, including to the Company’s business and the business of the Company’s suppliers and customers are uncertain, rapidly changing and difficult to predict. As a result, the Company’s accounting estimates and assumptions may change over time in response to this evolving situation. Such changes could result in future impairments of goodwill, intangibles, long-lived assets, inventories, incremental credit losses on receivables and available-for-sale marketable debt securities, or an increase in the Company’s insurance liabilities as of the time of a relevant measurement event.

 

F - 9


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 

  e.
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 June 30, 2023, and December 31, 2022, two contract manufacturers collectively accounted for 45.4% 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 reach full manufacturing capacity in early 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 for the Company's solar activities.
 
  f.
New accounting standards updates:
 
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 - 10


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 

NOTE 2: 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. 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, 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 preliminary 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 new Consulting 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 - 11


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
NOTE 3:       MARKETABLE SECURITIES
 
The following is a summary of available-for-sale marketable securities as of June 30, 2023:
 
   
Amortized cost
   
Gross unrealized gains
   
Gross unrealized losses
   
Fair value
 
Matures within one year:
                       
Corporate bonds
 
$
472,687
   
$
424
   
$
(10,314
)
 
$
462,797
 
U.S. governmental bonds
   
23,954
     
-
     
(248
)
   
23,706
 
Non - U.S. governmental bonds
   
6,840
     
-
     
(167
)
   
6,673
 
     
503,481
     
424
     
(10,729
)
   
493,176
 
Matures after one year:
                               
Corporate bonds
   
416,648
     
583
     
(13,464
)
   
403,767
 
U.S. governmental bonds
   
27,842
     
-
     
(313
)
   
27,529
 
Non - U.S. governmental bonds
   
4,742
     
-
     
(238
)
   
4,504
 
     
449,232
     
583
     
(14,015
)
   
435,800
 
Total
 
$
952,713
   
$
1,007
   
$
(24,744
)
 
$
928,976
 
 
The following is a summary of available-for-sale marketable securities as of 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. governmental bonds
   
15,963
     
-
     
(284
)
   
15,679
 
Non - U.S. governmental bonds
   
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. governmental bonds
   
9,939
     
-
     
(261
)
   
9,678
 
Non - U.S. governmental bonds
   
5,311
     
-
     
(356
)
   
4,955
 
     
672,488
     
80
     
(27,077
)
   
645,491
 
Total
 
$
918,815
   
$
80
   
$
(32,287
)
 
$
886,608
 
 
As of June 30, 2023, and December 31, 2022, the Company did not record an allowance for credit losses for its available-for-sale marketable securities.

 

F - 12


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
NOTE 4:       INVENTORIES, NET
 
   
June 30, 2023
   
December 31, 2022
 
Raw materials
 
$
461,453
   
$
503,257
 
Work in process
   
35,348
     
23,407
 
Finished goods
   
487,393
     
202,537
 
Total inventories, net
 
$
984,194
   
$
729,201
 

 

NOTE 5:       PREPAID EXPENSES AND OTHER CURRENT ASSETS
 
   
June 30, 2023
   
December 31, 2022
 
Vendor non-trade receivables (*)
 
$
141,810
   
$
147,597
 
Government authorities
   
78,963
     
55,670
 
Prepaid expenses and other
   
43,415
     
37,815
 
Total prepaid expenses and other current assets
 
$
264,188
   
$
241,082
 
 
(*) Vendor non-trade receivables derived from the sale of components to manufacturing vendors who manufacture products for the Company. The Company purchases these components directly from other suppliers. The Company does not reflect the sale of these components to the contract manufacturers in its revenues.

 

F - 13


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 

NOTE 6:       INTANGIBLE ASSETS, NET

 

Acquired intangible assets consisted of the following as of June 30, 2023, and December 31, 2022:

 

   
June 30, 2023
   
December 31, 2022
 
Intangible assets with finite lives:
           
Current Technology
 
$
34,879
   
$
29,196
 
Customer relationships
   
3,138
     
2,958
 
Trade names
   
3,769
     
3,287
 
Assembled workforce
   
3,575
     
3,575
 
Patents and licenses*
   
21,400
     
1,400
 
Gross intangible assets
   
66,761
     
40,416
 
Less - accumulated amortization
   
(23,105
)
   
(20,487
)
Total intangible assets, net
 
$
43,656
   
$
19,929
 

 

* See Note 16

 

For the three months ended June 30, 2023 and 2022 the Company recorded amortization expenses related to intangible assets in the amount of $1,820 and $2,619, respectively.
 
For the six months ended June 30, 2023 and 2022 the Company recorded amortization expenses related to intangible assets in the amount of $3,238 and $5,277, respectively.
 
Expected future amortization expenses of intangible assets as of June 30, 2023 are as follows:

 

2023
 
$
4,666
 
2024
   
8,627
 
2025
   
7,698
 
2026
   
7,269
 
2027
   
4,002
 
2028 and thereafter
   
11,394
 
   
$
43,656
 

 

F - 14


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 

NOTE 7:       GOODWILL

 

Changes in the carrying amount of goodwill for the period ended June 30, 2023 were as follows:

 

   
Solar
   
All other
   
Total
 
Goodwill at December 31, 2022
 
$
28,768
   
$
2,421
   
$
31,189
 
Changes during the year:
                       
Acquisitions
   
-
     
12,266
     
12,266
 
Foreign currency adjustments
   
(1,194
)
   
71
     
(1,123
)
Goodwill at June 30, 2023
 
$
27,574
   
$
14,758
   
$
42,332
 

 

As of June 30, 2023 and December 31, 2022 there were $90,104 accumulated goodwill impairment losses.

 

F - 15


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
NOTE 8: OTHER LONG TERM ASSETS
 
   
June 30, 2023
   
December 31, 2022
 
Severance pay fund
 
$
7,479
   
$
8,799
 
Cloud computing arrangements
   
8,236
     
3,457
 
Investments in privately held companies
   
8,536
     
1,863
 
Prepayments
   
3,285
     
2,961
 
Other
   
1,236
     
1,726
 
Total other long term assets
 
$
28,772
   
$
18,806
 

 

F - 16


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
NOTE 9: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 

During the six months ended June 30, 2023, the Company instituted a foreign currency cash flow hedging program to reduce the risk of a forecasted increase in the value of foreign currency cash flows, resulting from payment of salaries in Israeli currency, the New Israeli Shekels (“NIS”). The Company hedges portions of the anticipated payroll denominated in NIS for a period of one to nine months with hedging contracts. These hedging contracts are designated as cash flow hedges, as defined by ASC 815 and are all effective hedges.

 

As of June 30, 2023, the Company entered into forward contracts and put and call options to sell U.S. dollars (“USD”) for NIS in the amount of approximately NIS 106.25 million and NIS 216 million, respectively.

 

In addition to the above-mentioned cash flow hedge transactions, the Company occasionally enters into derivative instrument arrangements to hedge the Company’s exposure to currencies other than the USD. 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, under "Financial income (expense), net".

 

The Company classifies cash flows related to its hedging as operating activities in its condensed consolidated statement of cash flows.

 

The fair values of outstanding derivative instruments were as follows:
 
 
Balance sheet location
 
June 30,
2023
   
December 31,
2022
 
Derivative liabilities of options and forward contracts:
             
Designated cash flow hedges
Accrued expenses and other current liabilities
 
$
(1,893
)
 
$
(1,874
)
 
Gains (losses) on derivative instruments are summarized below:

 

     

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
 
Affected line item
 
2023
   
2022
   
2023
   
2022
 
Foreign exchange contracts
                         
Non Designated Hedging Instruments
Condensed Consolidated Statements of Income - Financial income (expense), net
 
$
-
   
$
3,009
   
$
-
   
$
3,943
 
Designated Hedging Instruments
Condensed Consolidated Statements of Comprehensive Income - Cash flow hedges
 
$
(2,091
)
 
$
(6,351
)
 
$
(4,148
)
 
$
(7,529
)
 
See Note 17 for information regarding losses from designated hedging instruments reclassified from accumulated other comprehensive loss.

 

F - 17


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
NOTE 10: 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 June 30, 2023 and December 31, 2022, by level within the fair value hierarchy:
 
       
Fair value measurements as of
 
Description
 
Fair Value Hierarchy
 
June 30, 2023
   
December 31, 2022
 
Assets:
               
Cash and cash equivalents:
               
Cash
 
Level 1
 
$
525,804
   
$
695,004
 
Money market mutual funds
 
Level 1
 
$
5,772
   
$
25,149
 
Deposits
 
Level 1
 
$
26,168
   
$
62,959
 
Short-term marketable securities:
                   
Corporate bonds
 
Level 2
 
$
462,797
   
$
217,825
 
U.S. governmental bonds
 
Level 2
 
$
23,706
   
$
15,679
 
Non - U.S. governmental bonds
 
Level 2
 
$
6,673
   
$
7,613
 
Long-term marketable securities:
                   
Corporate bonds
 
Level 2
 
$
403,767
   
$
630,858
 
U.S. governmental bonds
 
Level 2
 
$
27,529
   
$
9,678
 
Non - U.S. governmental bonds
 
Level 2
 
$
4,504
   
$
4,955
 
Liabilities:
                   
Derivative instruments
 
Level 2
 
$
(1,893
)
 
$
(1,874
)
 
NOTE 11:       WARRANTY OBLIGATIONS
 
Changes in the Company’s product warranty obligations for the three and six months ended June 30, 2023 and 2022, were as follows:

 

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2023
   
2022
   
2023
   
2022
 
Balance, at the beginning of the period
 
$
442,971
   
$
292,666
   
$
385,057
   
$
265,160
 
Additions and adjustments to cost of revenues
   
89,631
     
59,061
     
181,201
     
106,968
 
Usage and current warranty expenses
   
(44,015
)
   
(27,551
)
   
(77,671
)
   
(47,952
)
Balance, at end of the period
   
488,587
     
324,176
     
488,587
     
324,176
 
Less current portion
   
(146,150
)
   
(91,761
)
   
(146,150
)
   
(91,761
)
Long term portion
 
$
342,437
   
$
232,415
   
$
342,437
   
$
232,415
 

 

F - 18


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
NOTE 12: DEFERRED REVENUES AND CUSTOMERS ADVANCES
 
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.
 
Changes in the balances of deferred revenues and customer advances during the period are as follows:
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2023
   
2022
   
2023
   
2022
 
Balance, at the beginning of the period
 
$
224,424
   
$
184,245
   
$
213,577
   
$
169,345
 
Revenue recognized
   
(19,000
)
   
(10,595
)
   
(21,990
)
   
(17,560
)
Increase in deferred revenues and customer advances
   
27,404
     
27,045
     
41,241
     
48,910
 
Balance, at the end of the period
   
232,828
     
200,695
     
232,828
     
200,695
 
Less current portion
   
(28,135
)
   
(30,460
)
   
(28,135
)
   
(30,460
)
Long term portion
 
$
204,693
   
$
170,235
   
$
204,693
   
$
170,235
 
 
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 June 30, 2023:
 
 
2023
 
$
21,700
 
2024
   
12,038
 
2025
   
10,880
 
2026
   
10,649
 
2027
   
8,668
 
Thereafter
   
168,893
 
Total deferred revenues
 
$
232,828
 

 

NOTE 13:       ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
 
   
June 30, 2023
   
December 31, 2022
 
Accrued expenses
 
$
107,902
   
$
117,638
 
Government authorities
   
76,995
     
67,514
 
Operating lease liabilities
   
16,738
     
16,183
 
Accrual for sales incentives
   
5,439
     
6,790
 
Finance lease
   
3,123
     
3,263
 
Other
   
3,936
     
2,724
 
Total accrued expenses and other current liabilities
 
$
214,133
   
$
214,112
 

 

F - 19


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
NOTE 14:       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 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 to, but excluding the fundamental change repurchase date. If certain fundamental changes referred to as make-whole fundamental changes occur, the conversion rate for the Notes may be increased.
 

The Convertible Senior Notes consisted of the following as of June 30, 2023 and December 31, 2022:

   
June 30, 2023
   
December 31, 2022
 
Liability:
           
Principal
 
$
632,500
   
$
632,500
 
Unamortized issuance costs
   
(6,586
)
   
(8,049
)
Net carrying amount
 
$
625,914
   
$
624,451
 
 
For the three months ended June 30, 2023 and 2022 the Company recorded amortized debt issuance costs related to the Notes in the amount of $732 and $728, respectively.
 
For the six months ended June 30, 2023 and 2022 the Company recorded amortized debt issuance costs related to the Notes in the amount of $1,463 and $1,456, respectively.
 
As of June 30, 2023, the unamortized issuance costs of the Notes will be amortized over the remaining term of approximately 2.2 years.
 
The annual effective interest rate of the Notes is 0.47%.
 
As of June 30, 2023, the estimated fair value of the Notes, which the Company has classified as Level 2 financial instruments, is $727,116. 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 June 30, 2023, the if-converted value of the Notes did not exceed the principal amount.

 

F - 20


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
NOTE 15: 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 June 30, 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 11,933,444 shares are still available for future grants.
 
The Share Reserve will automatically increase on January 1st of each year during the term of the 2015 Plan, commencing on January 1st of the year following the year in which the 2015 Plan becomes effective, in an amount equal to 5% of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year; provided, however, that the Company’s board of directors may determine that there will not be a January 1st increase in the Share Reserve in a given year or that the increase will be less than 5% of the shares of capital stock outstanding on the preceding December 31st.
 
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 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.
 
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 June 30, 2023, an aggregate of 8,617,974 options are still available for future grants under the 2015 Plan.

 

F - 21


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
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
   
(6,748
)
   
24.34
     
-
     
1,900
 
Outstanding as of June 30, 2023
   
332,281
   
$
51.18
     
4.39
   
$
73,219
 
Vested and expected to vest as of June 30, 2023
   
331,930
   
$
51.03
     
4.39
   
$
73,186
 
Exercisable as of June 30, 2023
   
312,950
   
$
42.34
     
4.23
   
$
71,413
 
 
The intrinsic value is the amount by which the closing price of the Company’s common stock on June 30, 2023 of $269.05 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.
 
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 December 31, 2022
   
1,488,515
   
$
232.05
 
Granted
   
193,199
     
287.80
 
Vested
   
(366,445
)
   
184.37
 
Forfeited
   
(50,100
)
   
257.92
 
Unvested as of June 30, 2023
   
1,265,169
   
$
278.79
 
 
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 December 31, 2022
   
149,232
   
$
295.88
 
Granted
   
32,348
     
314.22
 
Vested
   
(8,249
)
   
270.93
 
Unvested as of June 30, 2023
   
173,331
   
$
114.79
 
 
d.            Employee Stock Purchase Plan ("ESPP"):
 
The Company adopted an ESPP effective upon the consummation of the IPO. As of June 30, 2023, a 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 June 30, 2023, 780,370 shares of common stock had been purchased under the ESPP.
 
As of June 30, 2023, 3,370,010 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.

 

F - 22


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
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 three and six months ended June 30, 2023, and 2022, as follows:
 
   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
   
2023
   
2022
   
2023
   
2022
 
Stock-based compensation expenses:
                       
Cost of revenues
 
$
5,923
   
$
5,286
   
$
11,850
   
$
10,348
 
Research and development
   
17,272
     
16,819
     
34,481
     
31,804
 
Selling and marketing
   
7,822
     
7,047
     
15,901
     
13,748
 
General and administrative
   
7,948
     
7,922
     
15,968
     
15,281
 
Total stock-based compensation expenses
 
$
38,965
   
$
37,074
   
$
78,200
   
$
71,181
 
                                 
Stock-based compensation capitalized:
                               
Inventory
 
$
606
   
$
-
   
$
1,011
   
$
-
 
Other long-term assets
   
407
     
97
     
837
     
97
 
Total stock-based compensation capitalized
 
$
1,013
   
$
97
   
$
1,848
   
$
97
 
 
The total tax benefit associated with share-based compensation for the three months ended June 30, 2023 and 2022 was $4,102 and $3,058, respectively. The tax benefit realized from share-based compensation for the three months ended June 30, 2023, and 2022 was $2,619 and $2,885, respectively.
 
The total tax benefit associated with share-based compensation for the six months ended June 30, 2023, and 2022 was $8,298 and $6,536, respectively. The tax benefit realized from share-based compensation for the six months ended June 30, 2023, and 2022 was $5,461 and $5,812, respectively.
 
As of June 30, 2023, there were total unrecognized compensation expenses in the amount of $318,954 related to non-vested equity-based compensation arrangements granted. These expenses are expected to be recognized during the period from July 1, 2023, through May 31, 2027.

 

F - 23


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
NOTE 16: COMMITMENTS AND CONTINGENT LIABILITIES
 
a.            Guarantees:
 
As of June 30, 2023, contingent liabilities exist regarding guarantees in the amounts of $5,937, and $1,875 in respect of office rent lease agreements 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 June 30, 2023, the Company had non-cancelable purchase obligations totaling approximately $1,443,251, out of which the Company recorded a provision for loss in the amount of $8,818.
 
As of June 30, 2023, the Company had contractual obligations for capital expenditures totaling approximately $132,988. These commitments reflect purchases of automated assembly lines and other machinery related to the Company’s general manufacturing process and mainly to its plans to establish manufacturing capabilities in the United States.
 
c.            Legal claims:
 
From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. These accruals are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter.
 
In September 2018, the Company’s German subsidiary, SolarEdge Technologies GmbH, received a complaint filed by competitor SMA Solar Technology AG (“SMA”). The complaint, filed in the District Court Düsseldorf, Germany, alleged that SolarEdge's 12.5kW - 27.6kW inverters infringed on two of the plaintiff’s patents. SMA asserted a value in dispute of EUR 5.5 million (approximately $5,973) for both patents. The Company challenged the validity of both patents and the first patent was invalidated and SMA’s appeal on the matter was denied in January 2023. In August 2021, the German Patent Court rendered SMA's second patent invalid, and this invalidity has been appealed by SMA. In May 2023 the Federal Supreme Court as final instance in the nullity proceedings revoked the second patent, and SMA withdrew its infringement complaint.
 
On July 28, 2022, the Company and its subsidiary SolarEdge Technologies Ltd were served with complaints filed by Ampt LLC ("Ampt") in the International Trade Commission (the “Commission”) pursuant to Section 337 of the Tariff Act of 1930, as amended, and related lawsuits in the District Court for the District of Delaware alleging patent infringement against the Company. On May 9, 2023, Ampt and the Company entered into a settlement agreement pursuant to which the parties agreed to dismiss all proceedings related to the complaints, and the parties have granted each other 10-year cross-licenses for certain intellectual property.
 
As of June 30, 2023, an immaterial amount for legal claims was recorded in accrued expenses and other current liabilities.

 

F - 24


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
NOTE 17:       ACCUMULATED OTHER COMPREHENSIVE LOSS
 
The following table summarizes the changes in accumulated balances of other comprehensive gain (loss), net of taxes:
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2023
   
2022
   
2023
   
2022
 
Unrealized gains (losses) on available-for-sale marketable securities
                       
Beginning balance
 
$
(19,272
)
 
$
(14,215
)
 
$
(25,449
)
 
$
(4,709
)
Revaluation
   
793
     
(5,919
)
   
8,363
     
(18,640
)
Tax on revaluation
   
(132
)
   
1,357
     
(1,603
)
   
3,828
 
Other comprehensive income (loss) before reclassifications
   
661
     
(4,562
)
   
6,760
     
14,812
 
Reclassification
   
-
     
-
     
107
     
844
 
Tax on reclassification
   
-
     
-
     
(29
)
   
(100
)
Losses reclassified from accumulated other comprehensive income (loss)
   
-
     
-
     
78
     
744
 
Net current period other comprehensive income (loss)
   
661
     
(4,562
)
   
6,838
     
(14,068
)
Ending balance
 
$
(18,611
)
 
$
(18,777
)
 
$
(18,611
)
 
$
(18,777
)
Unrealized gains (losses) on cash flow hedges
                               
Beginning balance
 
$
(2,092
)
 
$
194
   
$
(1,761
)
 
$
874
 
Revaluation
   
(2,229
)
   
(7,188
)
   
(4,425
)
   
(8,525
)
Tax on revaluation
   
138
     
837
     
277
     
996
 
Other comprehensive income (loss) before reclassifications
   
(2,091
)
   
(6,351
)
   
(4,148
)
   
(7,529
)
Reclassification
   
2,566
     
2,846
     
4,406
     
3,411
 
Tax on reclassification
   
(159
)
   
(331
)
   
(273
)
   
(398
)
Losses reclassified from accumulated other comprehensive income (loss)
   
2,407
     
2,515
     
4,133
     
3,013
 
Net current period other comprehensive income (loss)
   
316
     
(3,836
)
   
(15
)
   
(4,516
)
Ending balance
 
$
(1,776
)
 
$
(3,642
)
 
$
(1,776
)
 
$
(3,642
)
Foreign currency translation adjustments on intra-entity transactions that are of a long-term investment in nature
                               
Beginning balance
 
$
(48,760
)
 
$
(24,403
)
 
$
(37,960
)
 
$
(17,420
)
Revaluation
   
(1,935
)
   
(28,347
)
   
(12,735
)
   
(35,330
)
Ending balance
 
$
(50,695
)
 
$
(52,750
)
 
$
(50,695
)
 
$
(52,750
)
Unrealized gains (losses) on foreign currency translation
                               
Beginning balance
 
$
(7,080
)
 
$
(7,643
)
 
$
(7,939
)
 
$
(6,064
)
Revaluation
   
730
     
(6,808
)
   
1,589
     
(8,387
)
Ending balance
 
$
(6,350
)
 
$
(14,451
)
 
$
(6,350
)
 
$
(14,451
)
Total
 
$
(77,432
)
 
$
(89,620
)
 
$
(77,432
)
 
$
(89,620
)

 

F - 25


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 

The following table summarizes the changes in "Accumulated other comprehensive loss", net of taxes:
 
Details about Accumulated Other Comprehensive Loss Components
 
Three Months Ended
June 30,
   
Six Months Ended

June 30,

 
Affected Line Item in the Statement of Income
   
2023
   
2022
   
2023
   
2022
   
Unrealized gains (losses) on available-for-sale marketable securities
                         
   
$
-
   
$
-
   
$
(107
)
 
$
(844
)
Financial income (expense), net
     
-
     
-
     
29
     
100
 
Income taxes
   
$
-
   
$
-
   
$
(78
)
 
$
(744
)
Total, net of income taxes
Unrealized gains (losses) on cash flow hedges, net
                                 
     
(303
)
   
(318
)
   
(515
)
   
(385
)
Cost of revenues
     
(1,521
)
   
(1,694
)
   
(2,650
)
   
(2,032
)
Research and development
     
(310
)
   
(349
)
   
(535
)
   
(420
)
Sales and marketing
     
(432
)
   
(485
)
   
(706
)
   
(574
)
General and administrative
   
$
(2,566
)
 
$
(2,846
)
 
$
(4,406
)
 
$
(3,411
)
Total, before income taxes
     
159
     
331
     
273
     
398
 
Income taxes
     
(2,407
)
   
(2,515
)
   
(4,133
)
   
(3,013
)
Total, net of income taxes
Total reclassifications for the period
 
$
(2,407
)
 
$
(2,515
)
 
$
(4,211
)
 
$
(3,757
)
 

 

NOTE 18: OTHER OPERATING EXPENSE (INCOME)

 

The following table presents the expenses (income) recorded in the three and six months ended June 30, 2023, and 2022:
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2023
   
2022
   
2023
   
2022
 
Impairment of goodwill and intangible assets
 
$
-
   
$
4,008
   
$
-
   
$
4,008
 
Sale of assets
   
-
     
-
     
(1,434
)
   
-
 
Write-off of property, plant and equipment
   
-
     
679
     
-
     
679
 
Total other operating expense (income), net
 
$
-
   
$
4,687
   
$
(1,434
)
 
$
4,687
 

 

F - 26


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 

NOTE 19:       INCOME TAXES
 
The effective tax rate for the three months ended June 30, 2023, and 2022 was 22.3% and 30.5%, respectively, and for the six months ended June 30, 2023, and 2022 the effective tax rate was 19.8% and 28.2%, respectively.
 
The lower tax rate in the three and six months ended June 30, 2023 compared to the corresponding periods in 2022 is mainly due to the fact that the Company's income before tax, most of which is subject to tax rates lower than the US statutory rate, increased. Conversely, the IRC Section 174 R&D capitalization, and other expenses not recognized for GILTI purposes, did not increase in the same proportion.
 
As of June 30, 2023, and December 31, 2022, unrecognized tax benefits were $3,035 and $2,756, respectively. If recognized, such benefits would favorably affect the Company’s effective tax rate.
 
The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. The total amount of penalties and interest were immaterial as of June 30, 2023, and December 31, 2022.
 
In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “IRA”), which includes several incentives intended to promote clean energy, battery and energy storage, electrical vehicles, and other solar products, and is expected to impact our business and operations. As part of such incentives the IRA, will among other things, extend the investment tax credit (“ITC”) through 2034 and is therefore expected to increase the demand for solar products. The IRA is expected to further incentivize residential and commercial solar customers and developers due to the inclusion of a tax credit for qualifying energy projects of up to 30%. Since these regulations are new and their implementation is still pending administrative guidance from the Internal Revenue Service and U.S. Treasury Department, the Company will be examining the benefits that may be available to it, such as the availability of tax credits for domestic manufacturers, in the coming months. The Company also announced its plans to establish manufacturing capabilities in the United States during 2023.

 

F - 27


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
NOTE 20:       EARNINGS PER SHARE
 
The following table presents the computation of basic and diluted earnings per share (“EPS”):
 
   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
   
2023
   
2022
   
2023
   
2022
 
Basic EPS:
                       
Numerator:
                       
Net income
 
$
119,510
   
$
15,084
   
$
257,888
   
$
48,207
 
Denominator:
                               
Shares used in computing net EPS of common stock, basic
   
56,415,636
     
55,470,279
     
56,316,116
     
54,309,060
 
Diluted EPS:
                               
Numerator:
                               
Net income attributable to common stock, basic
 
$
119,510
   
$
15,084
   
$
257,888
   
$
48,207
 
Notes due 2025
   
536
     
551
     
1,072
     
1,100
 
Net income attributable to common stock, diluted
 
$
120,046
   
$
15,635
   
$
258,960
   
$
49,307
 
Denominator:
                               
Shares used in computing net EPS of common stock, basic
   
56,415,636
     
55,470,279
     
56,316,116
     
54,309,060
 
Notes due 2025
   
2,276,818
     
2,276,818
     
2,276,818
     
2,276,818
 
Effect of stock-based awards
   
491,212
     
817,637
     
596,368
     
860,538
 
Shares used in computing net EPS of common stock, diluted
   
59,183,666
     
58,564,734
     
59,189,302
     
57,446,416
 
Earnings per share:
                               
Basic
 
$
2.12
   
$
0.27
   
$
4.58
   
$
0.89
 
Diluted
 
$
2.03
   
$
0.26
   
$
4.38
   
$
0.86
 
                                 
Shares excluded from the calculation of diluted net EPS due to their anti-dilutive effect
   
491,212
     
182,715
     
596,368
     
203,246
 

 

F - 28


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 
NOTE 21: SEGMENT INFORMATION
 
Following the discontinuation of Critical Power in June 2022, the Company operates in five different operating segments: Solar, Energy Storage, e-Mobility, Automation Machines, and the newly formed Consulting segment.
 
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, related to Accounting Standard Codification 606, “Revenue from Contracts with Customers” (ASC 606).
 
Segment profit is comprised of gross profit for the segment less operating expenses that do not include amortization of purchased intangible assets, impairments of goodwill and intangible assets, stock based compensation expenses, and certain other items.
 
The Company manages its assets on a group basis, not by segments, as many of its assets are shared or co-mingled. The Company’s CODM does not regularly review asset information by segments and, therefore, the Company does not report asset information by segment.
 
The Company identified one operating segment as reportable – the Solar segment. The other operating segments are insignificant individually and therefore their results are presented together under “All other”.
 
The Solar segment includes the design, development, manufacturing, and sales of an intelligent inverter solution designed to maximize power generation at the individual PV module level and a residential storage solution, compatible with the Company’s Energy Hub inverter, intended to store and supply power for back-up and to maximize self-consumption. The Solar segment solution consists mainly of the Company’s power optimizers, inverters, batteries, and cloud‑based monitoring platform.
 
The “All other” category includes the design, development, manufacturing, and sales of energy storage products, e-Mobility products, automated machines, and consulting services.
 
The following tables present information on reportable segments profit (loss) for the period presented:
 
   
Three Months Ended

June 30, 2023

   
Six Months Ended

June 30, 2023

 
   
Solar
   
All other
   
Solar
   
All other
 
Revenues
 
$
947,360
   
$
43,728
   
$
1,855,865
   
$
78,925
 
Cost of revenues
   
618,943
     
47,931
     
1,209,048
     
94,147
 
Gross profit (loss)
   
328,417
     
(4,203
)
   
646,817
     
(15,222
)
Research and development
   
62,102
     
6,863
     
117,925
     
13,391
 
Sales and marketing
   
34,136
     
2,029
     
65,281
     
3,590
 
General and administrative
   
25,145
     
2,988
     
49,888
     
6,766
 
Segments profit (loss)
 
$
207,034
   
$
(16,083
)
 
$
413,723
   
$
(38,969
)

 

F - 29


SOLAREDGE TECHNOLOGIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

 

(in thousands, except per share data)

 

   
Three Months Ended
June 30, 2022
   
Six Months Ended
June 30, 2022
 
   
Solar
   
All other
   
Solar
   
All other
 
Revenues
 
$
687,599
   
$
40,029
   
$
1,295,596
   
$
86,977
 
Cost of revenues
   
494,400
     
38,948
     
918,900
     
83,289
 
Gross profit
   
193,199
     
1,081
     
376,696
     
3,688
 
Research and development
   
49,141
     
8,587
     
92,272
     
16,517
 
Sales and marketing
   
28,419
     
3,283
     
54,224
     
5,857
 
General and administrative
   
16,396
     
3,789
     
32,245
     
7,414
 
Segments profit (loss)
 
$
99,243
   
$
(14,578
)
 
$
197,955
   
$
(26,100
)
 
The following table presents information on reportable segments reconciliation to consolidated revenues for the periods presented:
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2023
   
2022
   
2023
   
2022
 
Solar revenues
 
$
947,360
   
$
687,599
   
$
1,855,865
   
$
1,295,596
 
All other revenues
   
43,728
     
40,029
     
78,925
     
86,977
 
Revenues from finance component
   
202
     
146
     
389
     
281
 
Consolidated revenues
 
$
991,290
   
$
727,774
   
$
1,935,179
   
$
1,382,854
 
 
The following table presents information on reportable segments reconciliation to consolidated operating income for the periods presented:
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,​​​​​​​
 
   
2023
   
2022
   
2023
   
2022
 
Solar segment profit
 
$
207,034
   
$
99,243
   
$
413,723
   
$
197,955
 
All other segment loss
   
(16,083
)
   
(14,578
)
   
(38,969
)
   
(26,100
)
Segments operating profit
   
190,951
     
84,665
     
374,754
     
171,855
 
Amounts not allocated to segments:
                               
Stock based compensation expenses
   
(38,965
)
   
(37,074
)
   
(78,200
)
   
(71,181
)
Impairment of goodwill and intangible assets
   
-
     
(4,008
)
   
-
     
(4,008
)
Disposal of assets related to Critical Power
   
-
     
(4,314
)
   
-
     
(4,314
)
Other unallocated expenses, net
   
(1,628
)
   
(3,257
)
   
(2,042
)
   
(5,476
)
Consolidated operating income
 
$
150,358
   
$
36,012
   
$
294,512
   
$
86,876
 
 
F - 30

 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
Statements contained in this Form 10-Q or statements incorporated by reference from documents we have filed with the Securities and Exchange Commission may contain forward-looking statements that are based on our management’s expectations, estimates, projections, beliefs and assumptions in accordance with information currently available to our management. Forward-looking statements should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in Part 1, Item 1 of this report. This discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, technology developments, new products and services, financing and investment plans, competitive position, industry and regulatory environment, effects of acquisitions, growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or similar expressions and the negatives of those terms.
 
Forward-looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Forward-looking and other statements regarding our sustainability efforts and aspirations are not an indication that these statements are necessarily material to investors or requiring disclosure in our filing with the Securities and Exchange Commission (“SEC”). In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future, including future rule-making. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this filing. Important factors that could cause actual results to differ materially from our expectations include:
 
 
future demand for renewable energy including solar energy solutions;
 
 
changes to net metering policies or the reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar energy applications;
 
 
changes in the U.S. trade environment, including the imposition of import tariffs;
 
 
federal, state, and local regulations governing the electric utility industry with respect to solar energy;
 
 
changes in tax laws, tax treaties, and regulations or the interpretation of them, including the Inflation Reduction Act;
 
 
the retail price of electricity derived from the utility grid or alternative energy sources;
 
 
interest rates and supply of capital in the global financial markets in general and in the solar market specifically;
 
 
competition, including introductions of power optimizer, inverter and solar photovoltaic (“PV”) system monitoring products by our competitors;
 
 
developments in alternative technologies or improvements in distributed solar energy generation;
 
 
historic cyclicality of the solar industry and periodic downturns;
 
 
product quality or performance problems in our products;
 
 
our ability to forecast demand for our products accurately and to match production with demand;
 
 
our dependence on ocean transportation to timely deliver our products in a cost-effective manner;
 
 
our dependence upon a small number of outside contract manufacturers and limited or single source suppliers;
 
 
capacity constraints, delivery schedules, manufacturing yields, and costs of our contract manufacturers and availability of components;
 
3

 
 
delays, disruptions, and quality control problems in manufacturing;
 
 
shortages, delays, price changes, or cessation of operations or production affecting our suppliers of key components;
 
 
existing and future responses to and effects of Covid-19;
 
 
business practices and regulatory compliance of our raw material suppliers;
 
 
performance of distributors and large installers in selling our products;
 
 
disruption in our global supply chain and rising prices of oil and raw materials as a result of the conflict between Russia and Ukraine;
 
 
our customers’ financial stability, creditworthiness, and debt leverage ratio;
 
 
our ability to retain key personnel and attract additional qualified personnel;
 
 
our ability to effectively design, launch, market, and sell new generations of our products and services;
 
 
our ability to maintain our brand and to protect and defend our intellectual property;
 
 
our ability to retain, and events affecting, our major customers;
 
 
our ability to manage effectively the growth of our organization and expansion into new markets;
 
 
our ability to integrate acquired businesses;
 
 
fluctuations in global currency exchange rates;
 
 
unrest, terrorism, or armed conflict in Israel;
 
 

macroeconomic conditions in our domestic and international markets, as well as inflation concerns, financial institutions instability, rising interest rates,  recessionary concerns, the prospect of a shutdown of the U.S. federal government and the Israeli government's plans to significantly reduce the Israeli Supreme Court's judicial oversight;

 
 
consolidation in the solar industry among our customers and distributors;
 
 
our ability to service our debt;
 
 
any unauthorized access to, disclosure, or theft of personal information or unauthorized access to our network or other similar cyber incidents;
 
 
the impact of evolving legal and regulatory requirements, including emerging environmental, social and governance requirements; and
 
 
the other factors set forth under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent reports on Form 10-Q and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business.
 
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
 
4

 
Overview
 
We are a leading provider of an optimized inverter solution that has changed the way power is harvested and managed in a solar photovoltaic, known as PV systems. Our direct current or DC optimized inverter system maximizes power generation while lowering the cost of energy produced by the solar PV system, for improved return on investment, or ROI. Additional benefits of the DC optimized inverter system include comprehensive and advanced safety features, improved design flexibility, efficient integration (DC coupled) with SolarEdge storage solutions, and improved operating and maintenance, or O&M with remote monitoring at the module level. The SolarEdge Energy Hub inverter supports, among other things, connection to a DC-coupled battery for full or partial home backup, and optional connection to the SolarEdge smart EV charger. The typical SolarEdge optimized inverter system consists of power optimizers, inverters, a communication device that enables access to a cloud-based monitoring platform and in many cases, a battery and additional smart energy management solutions. Our solutions address a broad range of solar market segments, from residential to commercial and small utility-scale solar installations.
 
Since introducing the optimized inverter solution in 2010, SolarEdge has expanded its activity to other areas of smart energy technology, both through organic growth and through acquisitions. SolarEdge now offers energy solutions which also include energy storage systems or ESS, home backup systems, electric vehicle, or EV, components and charging capabilities, home energy management, grid services and virtual power plants, or VPPs, and lithium-ion batteries.
 
In the third quarter of 2020, we began commercial shipments to the U.S. from our manufacturing facility in the North of Israel, “Sella 1”. The proximity of Sella 1 to our R&D team and labs, enables us to accelerate new product development cycles, as well as define equipment and manufacturing processes of newly developed products which can then be adopted by our contract manufacturers world-wide. In 2023, we expanded the manufacturing capacity of Sella 1 to add an additional inverter line and expect to reach full capacity in the third quarter of 2023. In May 2022, we announced the opening of “Sella 2”, a 2GWh Li-Ion cell factory in Korea. The new factory is intended to help the Company meet the growing global demand for Li-Ion cells and batteries, specifically in the ESS market. Sella 2 began producing and shipping cells at the end of 2022 and is expected to reach full manufacturing capacity in early 2024. In addition, as part of our manufacturing regionalization efforts, we expanded our manufacturing capabilities with a manufacturing site in Mexico which significantly increased our capacity and gave us further flexibility to manage growing demand. In light of the Inflation Reduction Act of 2022 (“IRA”), legislation in the United States that incentivizes the local manufacturing of renewable energy products by providing benefits to installers for the purchase and installation of US-manufactured products, as well as by incentivizing manufacturers of such products domestically, we are planning to establish manufacturing capabilities in the United States by using contract manufacturers and by establishing our own manufacturing facility. We expect to ramp shipments of inverters from a contract manufacturer's US manufacturing site towards the end of 2023.
 
We are a leader in the global module-level power electronics or MLPE market. As of June 30, 2023, we shipped approximately 119.6 million power optimizers, 5.2 million inverters and 213.0 thousand residential batteries. Over 3.5 million installations, many of which may include multiple inverters, are currently connected to, and monitored through, our cloud-based monitoring platform. As of June 30, 2023, we shipped approximately 47.9 GW of our DC optimized inverter systems and approximately 1.4 GWh of our residential batteries.
 
Our revenues for the three months ended June 30, 2023, and 2022 were $991.3 million and $727.8 million, respectively. Gross margin for the three months ended June 30, 2023, and 2022 was 32.0% and 25.1%, respectively. Net income for the three months ended June 30, 2023 and 2022 was $119.5 million and $15.1 million, respectively.
 
Our revenues for the six months ended June 30, 2023, and 2022 were $1,935.2 million and $1,382.9 million, respectively. Gross margin for the six months ended June 30, 2023, and 2022 was 31.9% and 26.1%, respectively. Net income for the six months ended June 30, 2023 and 2022 was $257.9 million and $48.2 million, respectively.
 
5

 
Global Circumstances Influencing our Business and Operations
 
Covid-19 Impact & Response
 
Due to the worldwide growing trend in availability and administration of vaccines against Covid-19, we have generally emerged from the Covid-19 pandemic. However, the future impact of the Covid-19 pandemic remains highly uncertain and while we have not experienced any new disruptions resulting directly from Covid-19 in the second quarter of 2023, long lasting impacts of the pandemic and general global economic conditions continue to present challenges to our operations and business. In the second quarter of 2023, we continued to witness a decrease in shipment prices and transit times. In fiscal 2022 as a whole and into 2023 specifically, the industry-wide component shortages, which originated from Covid-19 and were amplified by the increase in demand for our products as well as other manufacturers who are competing for the same components, continued to impact our ability to accurately plan and forecast the delivery of our products to customers and have also increased the cost of ocean and air freight for components and finished goods. However, the overall trend is decreasing quarter over quarter. To mitigate the impact of these disruptions on our supply chain, in some cases, we extended shipment terms that differ from our standard terms in certain transactions, including Free-Carrier and Ex-works (INCOTERMS, 2020) delivery from our manufacturing facilities. This change was implemented as part of our ongoing efforts to expedite shipments to our customers and improve visibility throughout our supply chain. Moreover, industry-wide component shortages require our R&D teams to focus their attention on manufacturing and production design workarounds solutions, which can impact our ability to meet our plans to roll out new innovative products and services and may also result in a higher failure rate of products due to the rapid changes in product designs made prior to the commercial release of the products. Our operation team is working tirelessly to mitigate the impact of the disruptions described above.
 
Impact of Ukraine’s Conflict on the Energy Landscape
 
The conflict between Ukraine and Russia, which started in early 2022, and the sanctions and other measures imposed in response to this conflict have increased the level of economic and political uncertainty. While we do not have any meaningful business in Russia or Ukraine and we do not have physical assets in these countries, this conflict has, and is likely to continue to have, a multidimensional impact on the global economy, the energy landscape in general and the global supply chain. On one hand, in 2022, rising global interest in becoming less dependent on gas and oil led to higher demand for our products. On the other hand, the conflict further adversely affected the prices of raw materials arriving from Eastern Asia and resulted in an increase in gas and oil prices. Furthermore, various shipment routes were adversely impacted by the conflict resulting in increased shipment lead times and shipping costs for our products. While the impact of this conflict cannot be predicted at this time, the circumstances described above may have an adverse effect on our business and results of operations.
 
Inflation Reduction Act
 
In August 2022, the U.S. government enacted the IRA, which includes several incentives intended to promote clean energy, battery and energy storage, electrical vehicles, and other solar products and is expected to impact our business and operations. As part of such incentives, the IRA will, among other things, extend the investment tax credit (“ITC”) for residential solar installations through 2034 and for commercial installations through 2024 and is therefore expected to increase the demand for solar products. The IRA is expected to further incentivize residential and commercial solar customers and developers due to the inclusion of a tax credit for qualifying energy projects of up to 30%. Since these regulations are new and are still pending administrative guidance from the Internal Revenue Service and U.S. Treasury Department, we will be examining the benefits that may be available to us, such as the availability of tax credits for domestic manufacturers, in the coming months. To the extent that tax benefits or credits may be available to competing technology and not to our technology, our business could be adversely disadvantaged.
 
6

 
Key Operating Metrics
 
In managing our business and assessing financial performance, we supplement the information provided by the financial statements with other operating metrics. These operating metrics are utilized by our management to evaluate our business, measure our performance, identify trends affecting our business and formulate projections. We use metrics relating to shipments of inverters, power optimizers and megawatts to evaluate our sales performance and to track market acceptance of our products.
 
We provide the “megawatts shipped” and “megawatts hour shipped” metrics, which are calculated based on inverter or battery nameplate capacity shipped, respectively, to show adoption of our system on a nameplate capacity basis. Nameplate capacity shipped is the maximum rated power output capacity of an inverter or battery, and corresponds to our financial results in that higher total nameplate capacities shipped are generally associated with higher total revenues. However, revenues may increase in a non-correlated manner to the “megawatt shipped” metric since other products such as power optimizers, are not accounted for in this metric.
 
   
Three Months Ended
June 30, 2023
   
Six Months Ended
June 30, 2023
 
   
2023
   
2022
   
2023
   
2022
 
Inverters shipped
   
334,635
     
228,389
     
664,288
     
439,503
 
Power optimizers shipped
   
5,531,373
     
5,215,074
     
11,972,056
     
10,939,205
 
Megawatts shipped1
   
4,324
     
2,516
     
7,933
     
4,646
 
Megawatts shipped - residential batteries
   
269
     
251
     
490
     
350
 
 
1 Excluding residential batteries, based on the aggregate nameplate capacity of inverters shipped during the applicable period. Nameplate capacity is the maximum rated power output capacity of an inverter as specified by the manufacturer.
 
7

 
Results of Operations
 
The results of operations presented below should be reviewed in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this report.
 
The following table sets forth selected consolidated statements of income data for each of the periods indicated.
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2023
   
2022
   
2023
   
2022
 
   
(In thousands)
 
Revenues
 
$
991,290
   
$
727,774
   
$
1,935,179
   
$
1,382,854
 
Cost of revenues
   
673,985
     
545,132
     
1,317,748
     
1,021,254
 
Gross profit
   
317,305
     
182,642
     
617,431
     
361,600
 
Operating expenses:
                               
Research and development
   
86,526
     
74,847
     
166,399
     
141,196
 
Sales and marketing
   
44,222
     
38,975
     
85,188
     
74,291
 
General and administrative
   
36,199
     
28,121
     
72,766
     
54,550
 
Other operating expense (income), net
   
-
     
4,687
     
(1,434
)
   
4,687
 
Total operating expenses
   
166,947
     
146,630
     
322,919
     
274,724
 
Operating income
   
150,358
     
36,012
     
294,512
     
86,876
 
Financial income (expense), net
   
3,384
     
(14,311
)
   
27,058
     
(18,916
)
Other loss
   
-
     
-
     
(125
)
   
(844
)
Income before income taxes
   
153,742
     
21,701
     
321,445
     
67,116
 
Income taxes
   
34,232
     
6,617
     
63,557
     
18,909
 
Net income
 

$

119,510
   

$

15,084
   

$

257,888
   

$

48,207
 
 
Comparison of three and six months ended June 30, 2023, to the three and six months ended June 30, 2022
 
Revenues
 
   
Three months ended June 30, 2023 to 2022
   
Six months ended June 30, 2023 to 2022
 
   
2023
   
2022
   
Change
   
2023
   
2022
   
Change
 
   
(In thousands)
 
Revenues
 

$

991,290
   

$

727,774
   

$

263,516
     
36.2
%
 

$

1,935,179
   

$

1,382,854
   

$

552,325
     
39.9
%
 
Revenues increased by $263.5 million, or 36.2%, in the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to (i) an increase of $256.3 million related to the number of inverters and power optimizers sold, with significant growth in revenues coming from Europe; and (ii) an increase of $34.7 million related to the number of residential batteries sold mainly in Europe. These increases were offset by a decrease of $28.6 million related to a decrease in the number of ancillary solar products sold. Revenues from outside of the U.S. comprised 80.3% of our revenues in the three months ended June 30, 2023 as compared to 57.3% in the three months ended June 30, 2022.
 
The number of power optimizers recognized as revenues increased by approximately 0.3 million units, or 5.6%, from approximately 5.2 million units in the three months ended June 30, 2022 to approximately 5.5 million units in the three months ended June 30, 2023. The number of inverters recognized as revenues increased by approximately 99.2 thousand units, or 42.3%, from approximately 234.6 thousand units in the three months ended June 30, 2022 to approximately 333.8 thousand units in the three months ended June 30, 2023. The megawatts hour of residential batteries recognized as revenues increased by approximately 74.4 megawatts hour, or 37.7% from approximately 197.0 in the three months ended June 30, 2022 to approximately 271.4 megawatts hour in the three months ended June 30, 2023.
 
8

 
Our blended Average Selling Price (“ASP”) per watt for solar products excluding residential batteries is calculated by dividing solar revenues, excluding revenues from the sale of residential batteries, by the name plate capacity of inverters shipped. Our blended ASP per watt for solar products shipped excluding residential batteries decreased by $0.047, or 20.1%, in the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. The decrease in blended ASP per watt is mainly attributed to the increase in the sale of commercial products that are characterized by lower ASP per watt, out of our total solar product mix and a relatively lower number of power optimizers and other solar products shipped compared to the number of inverters shipped, leading to a reduced overall effect on our ASP per watt. This decrease in blended ASP per watt was partially offset by price increases that went into effect gradually during 2022 and the first half of 2023, as well as by the appreciation of the Euro against the U.S. Dollar.
 
Our blended ASP per watt/hour for residential batteries is calculated by dividing residential battery revenues, by the nameplate capacity of residential batteries shipped. Our blended ASP per watt/hour for residential batteries decreased by $0.026, or 5.2%, in the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. The decrease in blended ASP per watt/hour is mainly attributed to the addition of a three phase battery to our product portfolio that is sold at a lower ASP per watt/hour. This decrease was partially offset by the appreciation of the Euro against the U.S. Dollar.
 
Revenues increased by $552.3 million, or 39.9%, in the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to (i) an increase of $501.6 million related to an increase in the number of inverters and power optimizers sold, with significant growth in revenues coming from Europe; and (ii) an increase of $99.3 million related to an increase in the number of residential batteries sold mainly in Europe. Revenues from outside of the U.S. comprised 76.7% of our revenues in the six months ended June 30, 2023 as compared to 58.3% in the six months ended June 30, 2022.
 
The number of power optimizers recognized as revenues increased by approximately 1.1 million units, or 10.3%, from approximately 10.9 million units in the six months ended June 30, 2022 to approximately 12.0 million units in the six months ended June 30, 2023. The number of inverters recognized as revenues increased by approximately 225.2 thousand units, or 51.1%, from approximately 440.6 thousand units in the six months ended June 30, 2022 to approximately 665.8 thousand units in the six months ended June 30, 2023. The megawatts hour of residential batteries recognized as revenues increased by approximately 189.7 megawatts hour, or 63.7% from approximately 297.8 in the six months ended June 30, 2022 to approximately 487.5 megawatts hour in the six months ended June 30, 2023.
 
Our blended ASP per watt for solar products shipped excluding residential batteries decreased by $0.048, or 19.1%, in the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. The decrease in blended ASP per watt is mainly attributed to the increase in the sale of commercial products that are characterized by lower ASP per watt, out of our total solar product mix and a relatively lower number of power optimizers and other solar products shipped compared to the number of inverters shipped, leading to an overall reduction in our ASP per watt. Moreover, the depreciation of the Euro against the U.S. Dollar, coupled with our increased sales in Europe, accelerated the decrease in our ASP. This decrease in blended ASP per watt was partially offset by price increases that went into effect gradually during 2022 and 2023.
 
Our blended ASP per watt/hour for residential batteries decreased by $0.035, or 6.8%, in the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. The decrease in blended ASP per watt/hour is mainly attributed to the addition of a three phase battery, which is sold at a lower ASP per watt/hour, to our product portfolio.
 
9

 
Cost of Revenues and Gross Profit
 
   
Three months ended June 30, 2023 to 2022
   
Six months ended June 30, 2023 to 2022
 
   
2023
   
2022
   
Change
   
2023
   
2022
   
Change
 
   
(In thousands)
 
Cost of revenues
 
$
673,985
   
$
545,132
   
$
128,853
     
23.6
%
 
$
1,317,748
   
$
1,021,254
   
$
296,494
     
29.0
%
Gross profit
 
$
317,305
   
$
182,642
   
$
134,663
     
73.7
%
 
$
617,431
   
$
361,600
   
$
255,831
     
70.7
%
 
Cost of revenues increased by $128.9 million, or 23.6%, in the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to:
 
 
an increase in direct cost of revenues sold of $97.5 million associated primarily with an increase in the volume of products sold;
 
 
an increase in warranty expenses and warranty accruals of $30.2 million associated primarily with an increase in the number of products in our install base as well as an increase in costs related to the different elements of our warranty expenses which include the cost of the products, shipment and other related expenses; and
 
 
an increase in personnel-related costs of $4.4 million related to the expansion of our production, operations, and support headcount, which grew in parallel to our growing install base worldwide and manufacturing volumes which were partially offset by the depreciation of the New Israeli Shekel (“NIS”) against the U.S. dollar.
 
These were partially offset by:
 
 
a decrease in shipment and logistic costs in an aggregate amount of $4.1 million due to a decrease in shipment rates and a decrease in expedited shipments costs; and
 
 
a decrease of $3.6 million in inventory accrual which is mainly attributed to a lower inventory write-offs as a result of the discontinuation of our UPS related activities in the comparable period.
 
Gross profit as a percentage of revenue increased to 32.0% from 25.1% in the three months ended June 30, 2023 as compared to the three months ended June 30, 2022, primarily due to:
 
 
gradual price increases across our product offerings;
 
 
a decrease in shipment rates as well as a decline in the portion of expedited shipments;
 
 
favorable exchange rates on our sales outside of the U.S.; and
 
 
continued cost reduction efforts.
 
These were partially offset by:
 
 
an increased portion of sales of commercial products out of our total product mix, that are characterized with lower gross margin;
 
 
an increase in warranty expenses and warranty accruals associated primarily with the change in the composition of our install base, as well as an increase in costs related to the different components of our warranty expenses, as reflected in our actual support costs; and
 
 
our non-solar businesses, referred to in our financial results as "all other segments", are generally characterized by a lower gross profit which effect was amplified this quarter.
 
10

 
Cost of revenues increased by $296.5 million, or 29.0%, in the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to:
 
 
an increase in direct cost of revenues sold of $195.9 million associated primarily with an increase in the volume of products sold;
 
 
an increase in warranty expenses and warranty accruals of $73.7 million associated primarily with an increase in the number of products in our install base as well as an increase in costs related to the different elements of our warranty expenses which include the cost of the products, shipment and other related expenses;
 
 
an increase in personnel-related costs of $9.2 million related to the expansion of our production, operations, and support headcount which grew in parallel to our growing install base worldwide; and
 
 
an increase of $6.4 million in inventory accrual which is mainly attributed to changes in inventory valuations, and higher inventory accruals related to our initial manufacturing in Sella 2, partially offset by a decrease in inventory write-offs related to the discontinuation of our UPS related activities in the comparable period.
 
Gross profit as a percentage of revenue increased to 31.9% from 26.1% in the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 primarily due to:
 
 
gradual price increases across our product offerings;
 
 
a decrease in shipment rates as well as a decline in the portion of expedited shipments out of our total shipments; and
 
 
continued cost reduction efforts.
 
These were partially offset by:
 
 
an increased portion of sales of commercial products out of our total product mix, that are characterized with lower gross margins;
 
 
an increase in warranty expenses and warranty accruals associated primarily with the change in the composition of our install base, as well as an increase in costs related to the different components of our warranty expenses, as reflected in our actual support costs; and
 
 
our non-solar businesses, that are generally characterized by a lower gross profit which effect was amplified this quarter.
 
Operating Expenses:
 
Research and Development
 
   
Three months ended June 30, 2023 to 2022
   
Six months ended June 30, 2023 to 2022
 
   
2023
   
2022
   
Change
   
2023
   
2022
   
Change
 
   
(In thousands)
 
Research and development
 

$

86,526
   

$

74,847
   

$

11,679
     
15.6
%
 

$

166,399
   

$

141,196
   

$

25,203
     
17.8
%
 
Research and development costs increased by $11.7 million or 15.6%, in the three months ended June 30, 2023, compared to the three months ended June 30, 2022, primarily due to:
 
 
an increase in personnel-related costs of $6.7 million resulting from an increase in our research and development headcount as well as salary expenses associated with annual merit increases, which were partially offset by the depreciation of the NIS against the U.S. dollar and employee equity-based compensation. The increase in headcount reflects our continued investment in enhancements of existing products as well as research and development expenses associated with bringing new products to the market;
 
 
an increase in expenses related to consultants and sub-contractors in an amount of $2.2 million; and
 
 
an increase in expenses related to material consumption in the manufacturing of samples and prototypes as part of our development process in an amount of $1.4 million.
 
11

 
Research and development costs increased by $25.2 million or 17.8%, in the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to:
 
 
an increase in personnel-related costs of $15.1 million resulting from an increase in our research and development headcount as well as salary expenses associated with annual merit increases, which were partially offset by the depreciation of the NIS against the U.S. dollar and employee equity-based compensation. The increase in headcount reflects our continued investment in enhancements of existing products as well as research and development expenses associated with bringing new products to the market;
 
 
an increase in expenses related to consultants and sub-contractors in an amount of $5.0 million; and
 
 
an increase in expenses related to other overhead costs in an amount of $2.1 million; and
 
 
an increase in depreciation expenses of property and equipment in an amount of $2.0 million.
 
Sales and Marketing
 
   
Three months ended June 30, 2023 to 2022
   
Six months ended June 30, 2023 to 2022
 
   
2023
   
2022
   
Change
   
2023
   
2022
   
Change
 
   
(In thousands)
 
Sales and marketing
 

$

44,222
   

$

38,975
   

$

5,247
     
13.5
%
 

$

85,188
   

$

74,291
   

$

10,897
     
14.7
%
 
Sales and marketing expenses increased by $5.2 million, or 13.5%, in the three months ended June 30, 2023, compared to the three months ended June 30, 2022, primarily due to:
 
 
an increase in personnel-related costs of $2.4 million as a result of an increase in headcount supporting our growth outside of the U.S, as well as salary expenses associated with annual merit increases and employee equity-based compensation;
 
 
an increase of $1.3 million in expenses related to pre-sale initiatives; and
 
 
an increase in expenses related to other marketing activities by $1.0 million.
 
Sales and marketing expenses increased by $10.9 million, or 14.7%, in the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to: 
 
 

an increase in personnel-related costs of $6.2 million as a result of an increase in headcount supporting our growth outside of the U.S, as well as salary expenses associated with annual merit increases and employee equity-based compensation;

     
 
an increase of $1.4 million in training-related expenses as a result of resuming training activities that had been previously cancelled or postponed due to Covid-19 restrictions in 2022; and
 
 
an increase of $1.3 million in expenses related to pre-sale initiatives.
 
General and Administrative
 
   
Three months ended June 30, 2023 to 2022
   
Six months ended June 30, 2023 to 2022
 
   
2023
   
2022
   
Change
   
2023
   
2022
   
Change
 
   
(In thousands)
 
General and administrative
 

$

36,199
   

$

28,121
   

$

8,078
     
28.7
%
 

$

72,766
   

$

54,550
   

$

18,216
     
33.4
%
 
General and administrative expenses increased by $8.1 million, or 28.7%, in the three months ended June 30, 2023 compared to the three months ended June 30, 2022, primarily due to:
 
 
an increase in expenses related to consultants and sub-contractors in an amount of $4.3 million; and
 
 
an increase in personnel-related costs of $2.0 million resulting from an increase in our general and administrative headcount, as well as salary expenses associated with annual merit increases.
 
12

 
General and administrative expenses increased by $18.2 million, or 33.4%, in the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to:
 
 
an increase in expenses related to consultants and sub-contractors in an amount of $9.5 million;
 
 
an increase in personnel-related costs of $5.0 million resulting from an increase in our general and administrative headcount, as well as salary expenses associated with annual merit increases and employee equity-based compensation; and
 
 
an increase in expenses related to doubtful debt in an amount of $1.5 million.
 
 
Other operating expense (income), net
 
   
Three months ended June 30, 2023 to 2022
   
Six months ended June 30, 2023 to 2022
 
   
2023
   
2022
   
Change
   
2023
   
2022
   
Change
 
   
(In thousands)
 
Other operating expense (income), net
 

$

-
   

$

4,687
   

$

(4,687
)
   
(100.0
)%
 

$

(1,434
)
 

$

4,687
   

$

(6,121
)
   
(130.6
)%
 
Other operating expenses, were $4.7 million, in the three months ended June 30, 2022, primarily due to:
 
 
a decrease of $4.0 million in expenses related to write-offs of goodwill and intangible assets related to the discontinuation of our UPS related activities; and
 
 
a decrease of $0.7 million in expenses related to write-offs of property, plant and equipment.
 
Other operating income, net was $1.4 million, in the six months ended June 30, 2023, compared to other operating expenses of $4.7 million the six months ended June 30, 2022, primarily due to:
 
 
a decrease of $4.0 million in expenses related to write-offs of goodwill and intangible assets related to the discontinuation of our UPS-related activities;
 
 
a decrease of $0.7 million in expenses related to write-offs of property, plant and equipment; and
 
 
an increase of $1.4 million in income from the sale of property, plant and equipment and other assets.
 
 
13

 
Financial expense, net
 
   
Three months ended June 30, 2023 to 2022
   
Six months ended June 30, 2023 to 2022
 
   
2023
   
2022
   
Change
   
2023
   
2022
   
Change
 
   
(In thousands)
 
Financial income (expense), net
 

$

3,384
   

$

(14,311
)
 

$

17,695
     
(123.6
)%
 

$

27,058
   

$

(18,916
)
 

$

45,974
     
(243.0
)%
 
Financial income, net was $3.4 million in the three months ended June 30, 2023, compared to financial expenses, net in the amount of $14.3 million in the three months ended June 30, 2022, primarily due to:
 
 
a decrease of $15.8 million in expenses due to fluctuations in foreign exchange rates, primarily between the Euro and the NIS against the U.S. dollar; and.
 
 
an increase of $3.6 million in interest income and accretion (amortization) of discount (premium) on marketable securities.
 
This effect was partially offset by a decrease of $3.0 million in income related to hedging transactions.
 
Financial income, net was $27.1 million in the six months ended June 30, 2023, compared to financial expenses, net in the amount of $18.9 million in the six months ended June 30, 2022, primarily due to:
 
 
an income of $21.2 million in the six months ended June 30, 2023, compared to expenses of $20.0 million in the six months ended June 30, 2022, as a result of fluctuations in foreign exchange rates, primarily between the Euro and the NIS against the U.S. dollar.
 
 
an increase of $7.9 million in interest income and accretion (amortization) of discount (premium) on marketable securities.
 
This effect was partially offset by a decrease of $3.9 million in income related to hedging transactions.
 
Please refer to the section entitled "Foreign Currency Exchange Risk" under Item 3 of this report for additional information.
 
14

 
Other loss
 
   
Three months ended June 30, 2023 to 2022
   
Six months ended June 30, 2023 to 2022
 
   
2023
   
2022
   
Change
   
2023
   
2022
   
Change
 
   
(In thousands)
 
Other loss
 

$

-
    $
-
   

$

-
     
-
%
 

$

(125
)
 

$

(844
)
 

$

719
     
(85.2
)%
 
Other loss decreased by $0.7 million, or 85.2%, in the six months ended June 30, 2023, compared to the six months ended June 30, 2022, due to a decrease in realized loss on marketable securities.
 
Income taxes
 
   
Three months ended June 30, 2023 to 2022
   
Six months ended June 30, 2023 to 2022
 
   
2023
   
2022
   
Change
   
2023
   
2022
   
Change
 
   
(In thousands)
 
Income taxes
 

$

34,232
   

$

6,617
   

$

27,615
     
417.3
%
 

$

63,557
   

$

18,909
   

$

44,648
     
236.1
%
 
Income taxes increased by $27.6 million, or 417.3%, in the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, primarily due to an increase of $30.7 million in current tax expenses mainly attributed to an increase in profit before tax in our foreign subsidiaries. This increase was partially offset by an increase of $3.3 million in deferred tax income.
 
Income taxes increased by $44.6 million, or 236.1%, in the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily due to an increase of $50.3 million in current tax expenses mainly attributed to an increase in profit before tax in our foreign subsidiaries. This increase was partially offset by an increase of $6.0 million in deferred tax income.
 
15

 
Net Income
 
   
Three months ended June 30, 2023 to 2022
   
Six months ended June 30, 2023 to 2022
 
   
2023
   
2022
   
Change
   
2023
   
2022
   
Change
 
   
(In thousands)
 
Net income
 

$

119,510
   

$

15,084
   

$

104,426
     
692.3
%
 

$

257,888
   

$

48,207
   

$

209,681
     
435.0
%
 
As a result of the factors discussed above, net income increased by $104.4 million, or 692.3% in the three months ended June 30, 2023 as compared to the three months ended June 30, 2022.
 
As a result of the factors discussed above, net income increased by $209.7 million, or 435.0% in the six months ended June 30, 2023 as compared to the six months ended June 30, 2022.
 
Liquidity and Capital Resources
 
The following table shows our cash flows from operating activities, investing activities, and financing activities for the stated periods:
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2023
   
2022
   
2023
   
2022
 
   
(In thousands)
 
Net cash provided by (used in) operating activities
 
$
(88,711
)
 
$
77,415
   
$
(80,788
)
 
$
(85,574
)
Net cash used in investing
   
(76,674
)
   
(310,799
)
   
(144,454
)
   
(325,933
)
Net cash provided by (used in) financing activities
   
(4,919
)
   
(3,929
)
   
(10,141
)
   
648,406
 
Increase (decrease) in cash and cash equivalents
 
$
(170,304
)
 
$
(237,313
)
 
$
(235,383
)
 
$
236,899
 
 
As of June 30, 2023, our cash and cash equivalents were $557.7 million. This amount does not include $929.0 million invested in available-for-sale marketable securities and $0.3 million invested in restricted bank deposits. Our principal uses of cash are for funding our operations, capital expenditures, other working capital requirements and other investments. As of June 30, 2023, we have open commitments for capital expenditures in an amount of approximately $133.0 million. These commitments mainly reflect purchases of automated assembly lines and other machinery related to our manufacturing and operations. We also have purchase obligations in the amount of $1,443.3 million related to raw materials and commitments for the future manufacturing of our products.
 
We believe our cash and cash equivalents, and available-for-sale marketable securities will be sufficient to meet our anticipated cash needs for at least the next 12 months as well as in the longer term, including the self-funding of our capital expenditure and operational commitments.
 
Operating Activities
 
Operating cash flows consists primarily of net income adjusted for certain non-cash items and changes in assets and liabilities. Cash used in operating activities decreased by $4.8 million in the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, mainly due to higher net income adjusted for certain non-cash items. This was partially offset by a significant increase in inventory procurement as part of our investment in building inventory in order to minimize potential supply disruptions and meet future demand.
 
Investing Activities
 
Investing cash flows consist primarily of capital expenditures, investment in, sales and maturities of available for sale marketable securities, investment and withdrawal of bank deposits and restricted bank deposits and cash used for acquisitions. Cash used in investing activities decreased by $181.5 million in the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily driven by a decrease of $238.0 million in investments in available-for-sale marketable securities, a decrease of $7.8 million in capital expenditures as well as an increase of $6.8 million in proceeds from government grants in relation to capital expenditures. This decrease in cash used in investing activities was partially offset by a $39.5 million decrease in proceeds provided by sales and maturities of available-for-sale marketable securities, an increase of $16.7 million in cash used for a business combination, an increase of $10.0 million in the purchase of intangible assets, and by a $6.8 million increase in an investment in a privately-held company.
 
16

 
Financing Activities
 
Financing cash flows consist primarily of proceeds from the sale of shares of common stock in a public offering and employee equity incentive plans. Cash used in financing activities in the six months ended June 30, 2023 was $10.1 million compared to $648.4 million cash provided by financing activities in the six months ended June 30, 2022, primarily due to a $650.5 million decrease in cash provided by the issuance of common stock, net through a secondary public offering which occurred in March 2022 and a $11.1 million decrease in proceeds provided by the exercise of stock-based awards.
 
Secondary public offering
 
On March 17, 2022, we offered and sold 2,300,000 shares of the Company’s common stock at a public offering price of $295.00 per share. The net proceeds to the Company after underwriters’ discounts and commissions and offering costs were $650.5 million. We intend to use the proceeds from the public offering for general corporate purposes, which may include acquisitions. See Note 15b to our condensed consolidated financial statements for more information.
 
Critical Accounting Policies and Significant Management Estimates
 
Management believes that there have been no significant changes during the six months ended June 30, 2023 to the items that we disclosed as our critical accounting policies and estimates in MD&A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, except as mentioned in Note 1, “General”.
 
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
 
We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates, customer concentrations and interest rates. We do not hold or issue financial instruments for trading purposes.
 
Foreign Currency Exchange Risk
 
Approximately 72.6% and 55.6% of our revenues for the six months ended June 30, 2023, and 2022, respectively, were earned in non U.S. dollar denominated currencies, principally the Euro. Our expenses are generally denominated in the currencies in which our operations are located, primarily the U.S. dollar, New Israeli Shekel (“NIS”), Euro, and to a lesser extent, the South Korean Won (“KRW”). Our NIS denominated expenses consist primarily of personnel and overhead costs. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. A hypothetical 10% change in foreign currency exchange rates between the Euro and the U.S. dollar would increase or decrease our net income by $163.2 million for the six months ended June 30, 2023. A hypothetical 10% change in foreign currency exchange rates between the NIS and the U.S. dollar would increase or decrease our net income by $20.1 million for the six months ended June 30, 2023.
 
For purposes of our consolidated financial statements, local currency assets and liabilities are translated at the rate of exchange to the U.S. dollar on the balance sheet date, and local currency revenues and expenses are translated at the exchange rate as of the date of the transaction or at the average exchange rate to the U.S. dollar during the reporting period.
 
To date, we have used derivative financial instruments, specifically foreign currency forward contracts and put and call options, to manage exposure to foreign currency risks by hedging portions of the anticipated payroll payments denominated in NIS. These derivative instruments are designated as cash flow hedges.
 
In addition, from time to time we enter into derivative financial instruments to hedge the Company’s exposure to currencies other than the U.S. dollar, mainly forward contracts to sell Euro and AUD for U.S. dollars. These derivative instruments are not designated as cash flow hedges.
 
17

 
Concentrations of Major Customers
 
Our trade accounts receivables potentially expose us to a concentration of credit risk with our major customers. As of June 30, 2023, two major customers jointly accounted for approximately 38.1% of our consolidated trade receivables, net balance. As of December 31, 2022, three major customers jointly accounted for approximately 42.4% of our consolidated trade receivables, net balance. For the three months ended June 30, 2023 two major customers jointly accounted for approximately 29.6% of our total revenues. For the three months ended June 30, 2022 one major customer accounted for approximately 23.9% of our total revenues. For the six months ended June 30, 2023 two major customers jointly accounted for approximately 24.7% of our total revenues. For the six months ended June 30, 2022 one major customer accounted for approximately 23.7% of our total revenues.
 
Commodity Price Risk
 
We are subject to risk from fluctuating market prices of certain commodity raw materials which are used in our products, including Copper, Lithium, Nickel and Cobalt. Prices of these raw materials may be affected by supply restrictions or other market factors from time to time, and we do not enter into hedging arrangements to mitigate commodity risk. Significant price changes for these raw materials could reduce our operating margins if we are unable to recover such increases from our customers, and could harm our business, financial condition, and results of operations.
 
Item 4. Controls and Procedures.
 
Disclosure Controls and Procedures
 
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2023. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
 
Based on that evaluation, our chief executive officer and chief financial officer concluded, as of June 30, 2023, that our disclosure controls and procedures were effective and operating to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Changes in Internal Control over Financial Reporting
 
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the second fiscal quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
18

 
PART II. OTHER INFORMATION.
 
ITEM 1. Legal Proceedings
 
In the normal course of business, we may from time to time be named as a party to various legal claims, actions and complaints (including as a result of initiating such legal claims, action or complaints on behalf of the Company), including the matters described in Note 16 – “Commitments and Contingent Liabilities” to our condensed consolidated financial statements in this report and in Item 3 – “Legal Proceedings” of our Annual Report on Form 10-K for the period ended December 31, 2022 . It is impossible to predict with certainty whether any resulting liability from any such legal claims, actions or complaints would have a material adverse effect on our financial position, results of operations or cash flows.
 
ITEM 1A. Risk Factors
 
In addition to the other information set forth in this report, you should carefully consider the risk factors as described in Part I, Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2022. There were no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.
 
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
None
 
ITEM 3. Defaults upon Senior Securities.
 
None
 
ITEM 4. Mine Safety Disclosures
 
Not applicable.
 
ITEM 5. Other Information
 
(c) Trading Plans
 
During the quarter ended June 30, 2023, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
 
19

 
ITEM 6. Exhibits
 
Index to Exhibits
 
Exhibit
No.
 
Description
 
Incorporation by Reference
   
Incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC June 2, 2023
   
Incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC on May 10, 2017
   
Incorporated by reference to Exhibits 10.1 to Form 8-K filed with the SEC on July 7, 2023
   
Filed with this report.
   
Filed with this report.
   
Filed with this report.
   
Filed with this report.
101
 

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows,   (vi) Notes to Condensed Consolidated Financial Statements, and (v) part II, Item 5(c)

 
Filed with this report.
104
 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 formatted in Inline XBRL

 
Included in Exhibit 101
 
 
 
20

 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: August 7, 2023
 
 
/s/ Zvi Lando
 
Zvi Lando
 
Chief Executive Officer
(Principal Executive Officer)
 
Date: August 7, 2023
 
  /s/ Ronen Faier
 
Ronen Faier
 
Chief Financial Officer
(Principal Financial Officer)
 
 
21