8-K/A

SOLAREDGE TECHNOLOGIES, INC. (SEDG)

8-K/A 2023-05-05 For: 2023-05-03
View Original
Added on April 07, 2026

UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

  PURSUANT TO SECTION 13 OR 15\(d\) OF THE

  SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  May 3, 2023


SOLAREDGE TECHNOLOGIES, INC

(Exact name of registrant as specified in its charter)


Delaware 001-36894 20-5338862
(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br> <br>Identification No.)
1 Hamada Street,<br> Herziliya Pituach, Israel 4673335
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(Address of Principal executive offices) (Zip Code)

Registrant’s Telephone number, including area code: 972 (9) 957-6620

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 The Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the

      Securities Act of 1933 \(17 CFR 230.405\) or Rule 12b-2 of the Securities Exchange Act of 1934 \(17 CFR 240.12b-2\).

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.          ◻


Item 2.02.          Results of Operations and Financial Condition.

Note: This amendment to the current report on Form 8-K dated May 3, 2023, is made to correct certain inadvertent typographical errors in the GAAP to Non-GAAP supplemental tables attached to the press release attached to the original 8-K filed by SolarEdge Technologies Inc. (the “Company”), as noted in the attached corrected press release issued on May 5, 2023. These typographical errors do not change the Company’s actual results as reported in the original press release.

On May 5, 2023, the Company issued a press release announcing its financial results for the first quarter ended March 31, 2023, and certain other information. A copy of the Company's press release, as corrected, is attached as Exhibit 99.1 to this report and incorporated by reference.

In accordance with General Instruction B.2 of Form 8-K, this information, including the exhibits hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including the exhibits hereto be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.          Financial Statements and Exhibits

Exhibit No. Description
Exhibit 99.1 Press release May 3,<br> 2023
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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

SOLAREDGE TECHNOLOGIES, INC.
Date: May 5, 2023 By: /s/ Ronen Faier
Name: Ronen Faier
Title: Chief Financial Officer


Exhibit 99.1

SolarEdge Announces First Quarter 2023 Financial Results

MILPITAS, Calif. — May 3, 2023. SolarEdge Technologies, Inc. (Nasdaq: SEDG), a global leader in smart energy technology, today announced its financial results for the first quarter ended March 31, 2023.

First Quarter 2023 Highlights

Record revenues of $943.9 million
Record revenues from solar segment of $908.5 million
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GAAP gross margin of 31.8%
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Non-GAAP gross margin of 32.6%
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Gross margin from solar segment of 35.0%
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Record GAAP operating income of $144.2 million
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Record non-GAAP operating income of $183.8 million
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Record GAAP net income of $138.4 million
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Record non-GAAP net income of $174.5 million
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Record GAAP net diluted earnings per share (“EPS”) of $2.35
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Record non-GAAP net diluted EPS of $2.90
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3.6 Gigawatts (AC) of inverters shipped
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221 MWh of batteries shipped
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“We are pleased with our first quarter results reflecting our strong global presence and execution capabilities,” said Zvi Lando, Chief Executive Officer of SolarEdge. “Our diverse geographic and segmental footprint enables us to continue to grow revenues without being overly dependent on any single market or segment. As we see supply chain challenges gradually improving, we remain focused on execution and efficiencies to continue and drive margins and profitability higher.”

First Quarter 2023 Summary

The Company reported record revenues of $943.9 million, up 6% from $890.7 million in the prior quarter and up 44% from $655.1 million in the same quarter last year.

Revenues from the solar segment were a record $908.5 million, up 9% from $837.0 million in the prior quarter and up 49% from $608.0 million in the same quarter last year.

GAAP gross margin was 31.8%, up from 29.3% in the prior quarter and up from 27.3% in the same quarter last year.


Non-GAAP gross margin was 32.6%, up from 30.2% in the prior quarter and up from 28.4% in the same quarter last year.

Gross margin from the solar segment was 35%, up from 32.4% in the prior quarter and up from 30.2% in the same quarter last year.

GAAP operating expenses were $156.0 million, down 41% from $266.2 million in the prior quarter and up 22% from $128.1 million in the same quarter last year.

Non-GAAP operating expenses were $123.6 million, up 4% from $119.0 million in the prior quarter and up 25% from $98.9 million in the same quarter last year.

GAAP operating income was a record $144.2 million, up from an operating loss of $5.2 million in the prior quarter and up from operating income of $50.9 million in the same quarter last year.

Non-GAAP operating income was a record $183.8 million, up 23% from $149.6 million in the prior quarter and up 111% from $87.2 million in the same quarter last year.

GAAP net income was a record $138.4 million, up 564% from $20.8 million in the prior quarter and up 318% from $33.1 million in the same quarter last year.

Non-GAAP net income was a record $174.5 million, up 2% from $171.5 million in the prior quarter and up 154% from $68.8 million in the same quarter last year.

GAAP net diluted EPS was a record $2.35, up from $0.36 in the prior quarter and up from $0.60 in the same quarter last year.

Non-GAAP net diluted EPS was a record $2.90, up from $2.86 in the prior quarter and up from $1.20 in the same quarter last year.

Cash flow from operating activities was $7.9 million, down from $111.3 million in the prior quarter and up from $163.0 million used in operating activities in the same quarter last year.

As of March 31, 2023, cash, cash equivalents, bank deposits, restricted bank deposits and marketable securities totaled $1.01 billion, net of debt, compared to $1.04 billion on December 31, 2022.

Outlook for the Second Quarter 2023

The Company also provides guidance for the second quarter ending June 30, 2023 as follows:

Revenues to be within the range of $970 million to $1,010 million
Non-GAAP gross margin expected to be within the range of 32% to 35%
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Non-GAAP operating profit to be within the range of $195 million to $215 million
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Revenues from the solar segment to be within the range of $930 million to $980 million
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Gross margin from the solar segment expected to be within the range of 34% to 37%
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Conference Call

The Company will host a conference call to discuss these results at 4:30 p.m. ET on Wednesday, May 3, 2023. The call will be available, live, to interested parties by dialing 800-895-3361. For international callers, please dial +1 785-424-1062. The Conference ID is SEDG.  To avoid a delay in connecting to the call, please dial in 10 minutes prior to the start time. A live webcast will also be available in the Investors Relations section of the Company’s website at: http://investors.solaredge.com

A replay of the webcast will be available in the Investor Relations section of the Company’s web site approximately two hours after the conclusion of the call and will remain available for approximately 30 calendar days.

About SolarEdge

SolarEdge is a global leader in smart energy technology. By leveraging world-class engineering capabilities and with a relentless focus on innovation, SolarEdge creates smart energy solutions that power our lives and drive future progress. SolarEdge developed an intelligent inverter solution that changed the way power is harvested and managed in photovoltaic (PV) systems. The SolarEdge DC optimized inverter seeks to maximize power generation while lowering the cost of energy produced by the PV system. Continuing to advance smart energy, SolarEdge addresses a broad range of energy market segments through its PV, storage, EV charging, batteries, electric vehicle powertrains, and grid services solutions. SolarEdge is online at www.solaredge.com

Use of Non-GAAP Financial Measures

The Company has presented certain non-GAAP financial measures in this release, such as non-GAAP net income, non-GAAP net diluted EPS, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and non-GAAP gross margin from sale of solar products. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either exclude or include amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States, or GAAP. Reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure can be found in the accompanying tables to this release. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same captions and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. As such, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

The Company uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals, and to facilitate period-to-period comparisons. The Company believes that these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business.


Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This release contains forward looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include information, among other things, concerning: our possible or assumed future results of operations; future demands for solar energy solutions; business strategies; technology developments; financing and investment plans; dividend policy; competitive position; industry and regulatory environment; general economic conditions; potential growth opportunities; and the effects of competition. These forward-looking statements are often characterized by the use of words such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or similar expressions and the negative or plural of those terms and other like terminology.

Forward-looking statements are only predictions based on our current expectations and our projections about future events.  These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Given these factors, you should not place undue reliance on these forward-looking statements.  These factors include, but are not limited to, the matters discussed in the section entitled “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023 and our quarterly reports filed on Form 10-Q, Current Reports on Form 8-K and other reports filed with the SEC. All information set forth in this release is as of May 3, 2023.  The Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.

Investor Contacts

SolarEdge Technologies, Inc.

JB Lowe, Head of Investor Relations

      investors@solaredge.com

Sapphire Investor Relations, LLC

Erica Mannion or Michael Funari

investors@solaredge.com


SOLAREDGE TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

Three Months Ended<br><br> March 31,
2023 2022
Unaudited
Revenues $ 943,889 $ 655,080
Cost of revenues 643,763 476,122
Gross profit 300,126 178,958
Operating expenses:
Research and development 79,873 66,349
Sales and marketing 40,966 35,316
General and administrative 36,567 26,429
Other operating income, net (1,434 )
Total operating expenses 155,972 128,094
Operating income 144,154 50,864
Financial income (expense), net 23,674 (4,605 )
Other loss (125 ) (844 )
Income before income taxes 167,703 45,415
Income taxes 29,325 12,292
Net income $ 138,378 $ 33,123

SOLAREDGE TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

December 31,<br><br> <br>2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 727,849 $ 783,112
Marketable securities 410,820 241,117
Trade receivables, net of allowances of 4,422 and 3,202, respectively 969,543 905,146
Inventories, net 874,212 729,201
Prepaid expenses and other current assets 259,642 241,082
Total current assets 3,242,066 2,899,658
LONG-TERM ASSETS:
Marketable securities 509,127 645,491
Deferred tax assets, net 46,612 44,153
Property, plant and equipment, net 556,138 543,969
Operating lease right-of-use assets, net 69,710 62,754
Intangible assets, net 17,933 19,929
Goodwill 29,934 31,189
Other long-term assets 24,906 18,806
Total long-term assets 1,254,360 1,366,291
Total assets 4,496,426 $ 4,265,949
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables, net 408,523 459,831
Employees and payroll accruals 90,853 85,158
Warranty obligations 129,278 103,975
Deferred revenues and customers advances 27,507 26,641
Accrued expenses and other current liabilities 243,881 214,112
Total current liabilities 900,042 889,717
LONG-TERM LIABILITIES:
Convertible senior notes, net 625,182 624,451
Warranty obligations 313,693 281,082
Deferred revenues 196,917 186,936
Finance lease liabilities 43,711 45,385
Operating lease liabilities 50,855 46,256
Other long-term liabilities 15,232 15,756
Total long-term liabilities 1,245,590 1,199,866
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS’ EQUITY:
Common stock of 0.0001 par value - Authorized: 125,000,000 shares as of March 31, 2023 and<br> December 31, 2022; issued and outstanding: 56,343,164 and 56,133,404 shares as of March 31, 2023 and December 31, 2022, respectively 6 6
Additional paid-in capital 1,545,777 1,505,632
Accumulated other comprehensive loss (77,204 ) (73,109 )
Retained earnings 882,215 743,837
Total stockholders’ equity 2,350,794 2,176,366
Total liabilities and stockholders’<br> equity 4,496,426 $ 4,265,949

All values are in US Dollars.


SOLAREDGE TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except per share data)

Three Months Ended<br><br> <br>March 31,
2023 2022
Cash flows from operating activities:
Net income $ 138,378 $ 33,123
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 13,464 11,660
Stock-based compensation expenses 39,235 34,107
Deferred income taxes, net (3,930 ) (1,034 )
Loss (gain) from exchange rate fluctuations (20,441 ) 1,725
Other items 2,810 4,167
Changes in assets and liabilities:
Inventories, net (141,521 ) (51,323 )
Prepaid expenses and other assets (20,591 ) (17,163 )
Trade receivables, net (55,002 ) (224,865 )
Trade payables, net (50,410 ) (28,045 )
Employees and payroll accruals 10,227 9,246
Warranty obligations 57,864 27,629
Deferred revenues and customers advances 9,325 15,029
Accrued expenses and other liabilities, net 28,515 22,755
Net cash provided by (used in) operating activities 7,923 (162,989 )
Cash flows from investing activities:
Proceed from sales and maturities of available-for-sale marketable securities 11,597 53,096
Purchase of property, plant and equipment (38,338 ) (43,210 )
Investment in available-for-sale marketable securities (38,979 ) (26,712 )
Investment in a privately-held company (5,500 )
Other investing activities 3,440 1,692
Net cash used in investing activities (67,780 ) (15,134 )
Cash flows from financing activities:
Proceeds from secondary public offering, net of issuance costs 650,526
Proceeds from exercise of stock-based awards 75 1,478
Tax withholding in connection with stock-based awards, net (4,541 ) 822
Other financing activities (756 ) (491 )
Net cash provided by (used in) financing activities (5,222 ) 652,335
Increase (decrease) in cash and cash equivalents (65,079 ) 474,212
Cash and cash equivalents at the beginning of the period 783,112 530,089
Effect of exchange rate differences on cash and cash equivalents 9,816 (1,529 )
Cash and cash equivalents at the end of the period 727,849 1,002,772

SOLAREDGE TECHNOLOGIES INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

(in thousands, except per share data and percentages)

Corrective note: certain additions and subtractions in the reconciliation table were inadvertently reported as the reverse direction

Reconciliation of GAAP to Non-GAAP
Three Months Ended
March 31,<br><br> <br>2023 December 31,<br><br> <br>2022 March 31,<br><br> <br>2022
Gross profit (GAAP) $ 300,126 $ 261,047 $ 178,958
Revenues from finance component (187 ) (174 ) (135 )
Stock-based compensation 5,927 6,810 5,062
Amortization and depreciation of acquired assets 1,515 961 2,219
Gross profit (Non-GAAP) $ 307,381 $ 268,644 $ 186,104
Gross margin (GAAP) 31.8 % 29.3 % 27.3 %
Revenues from finance component 0.0 % 0.0 % 0.0 %
Stock-based compensation 0.6 % 0.8 % 0.8 %
Amortization and depreciation of acquired assets 0.2 % 0.1 % 0.3 %
Gross margin (Non-GAAP) 32.6 % 30.2 % 28.4 %
Operating expenses (GAAP) $ 155,972 $ 266,210 $ 128,094
Stock-based compensation - R&D (17,209 ) (16,854 ) (14,985 )
Stock-based compensation - S&M (8,079 ) (7,928 ) (6,701 )
Stock-based compensation - G&A (8,020 ) (7,015 ) (7,359 )
Amortization and depreciation of acquired assets - R&D (313 ) (301 ) (303 )
Amortization and depreciation of acquired assets - S&M (181 ) (173 ) (236 )
Amortization and depreciation of acquired assets - G&A (26 ) (4 ) (6 )
Assets impairment (114,473 )
Gain (loss) from assets sales and disposal (412 ) (93 ) 410
Other items 1,846 (359 )
Operating expenses (Non-GAAP) $ 123,578 $ 119,010 $ 98,914

SOLAREDGE TECHNOLOGIES INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

(in thousands, except per share data and percentages)

Reconciliation of GAAP to Non-GAAP
Three Months Ended
March 31,<br><br> <br>2023 December 31,<br><br> <br>2022 March 31,<br><br> <br>2022
Operating income (loss) (GAAP) $ 144,154 $ (5,163 ) $ 50,864
Revenues from finance component (187 ) (174 ) (135 )
Stock-based compensation 39,235 38,607 34,107
Amortization and depreciation of acquired assets 2,035 1,439 2,764
Assets impairment 114,473
Loss (gain) from assets sales and disposal 412 93 (410 )
Other items (1,846 ) 359
Operating income (Non-GAAP) $ 183,803 $ 149,634 $ 87,190
Financial income (expense), net (GAAP) $ 23,674 $ 56,101 $ (5,449 )
Notes due 2025 731 730 728
Non cash interest 2,161 1,955 1,609
Unrealized losses (gains) (170 )
Currency fluctuation related to lease standard (2,519 ) 749 (1,792 )
Financial income (expense), net (Non-GAAP) $ 24,047 $ 59,365 $ (4,904 )
Other income (loss) (GAAP) $ (125 ) $ 186 $
Gain from sale of investment in privately-held company (186 )
Other income (loss) (Non-GAAP) $ (125 ) $ $
Income tax benefit (expense) (GAAP) $ (29,325 ) $ (30,295 ) $ (12,292 )
Income tax adjustment (3,901 ) (7,186 ) (1,201 )
Income tax benefit (expense) (Non-GAAP) $ (33,226 ) $ (37,481 ) $ (13,493 )

SOLAREDGE TECHNOLOGIES INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

(in thousands, except per share data and percentages)

Reconciliation of GAAP to Non-GAAP
Three Months Ended
March 31,<br><br> <br>2023 December 31,<br><br> <br>2022 March 31,<br><br> <br>2022
Net income (GAAP) $ 138,378 $ 20,829 $ 33,123
Revenues from finance component (187 ) (174 ) (135 )
Stock-based compensation 39,235 38,607 34,107
Amortization and depreciation of acquired assets 2,035 1,439 2,764
Assets impairment 114,473
Loss (gain) from assets sales and disposal 412 93 (410 )
Other items (1,846 ) 359
Notes due 2025 731 730 728
Non cash interest 2,161 1,955 1,609
Unrealized losses (gains) (170 )
Currency fluctuation related to lease standard (2,519 ) 749 (1,792 )
Gain from sale of investment in privately-held company (186 )
Income tax adjustment (3,901 ) (7,186 ) (1,201 )
Net income (Non-GAAP) $ 174,499 $ 171,518 $ 68,793
Net basic earnings per share (GAAP) $ 2.46 $ 0.37 $ 0.62
Revenues from finance component 0.00 0.00 0.00
Stock-based compensation 0.70 0.69 0.64
Amortization and depreciation of acquired assets 0.03 0.02 0.05
Assets impairment 2.05
Loss (gain) from assets sales and disposal 0.01 0.00 0.00
Other items (0.03 ) 0.01
Notes due 2025 0.01 0.01 0.01
Non cash interest 0.04 0.04 0.03
Unrealized losses (gains) (0.01 )
Currency fluctuation related to lease standard (0.05 ) 0.02 (0.03 )
Gain from sale of investment in privately-held company (0.01 )
Income tax adjustment (0.07 ) (0.13 ) (0.03 )
Net basic earnings per share (Non-GAAP) $ 3.10 $ 3.06 $ 1.29

SOLAREDGE TECHNOLOGIES INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

(in thousands, except per share data and percentages)

Reconciliation of GAAP to Non-GAAP
Three Months Ended
March 31,<br><br> <br>2023 December 31,<br><br> <br>2022 March 31,<br><br> <br>2022
Net diluted earnings per share (GAAP) $ 2.35 $ 0.36 $ 0.60
Revenues from finance component (0.01 ) 0.00 0.00
Stock-based compensation 0.62 0.64 0.58
Amortization and depreciation of acquired assets 0.03 0.02 0.05
Assets impairment 1.91
Loss (gain) from assets sales and disposal 0.01 0.00 0.00
Other items (0.03 ) 0.01 (0.01 )
Notes due 2025 0.00 0.00 0.01
Non cash interest 0.04 0.03 0.02
Unrealized losses (gains) 0.00
Currency fluctuation related to lease standard (0.04 ) 0.01 (0.03 )
Gain from sale of investment in privately-held company 0.00
Income tax adjustment (0.07 ) (0.12 ) (0.02 )
Net diluted earnings per share (Non-GAAP) $ 2.90 $ 2.86 $ 1.20
Number of shares used in computing net diluted earnings per share (GAAP) 59,193,831 58,734,719 56,315,193
Stock-based compensation 939,571 1,237,266 927,219
Number of shares used in computing net diluted earnings per share (Non-GAAP) 60,133,402 59,971,985 57,242,412