SEC Filing | SolarEdge Technologies, Inc.

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zk1516769.htm

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 7, 2015

SOLAREDGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36894		20-5338862
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)


1 HaMada Street, Herziliya Pituach, Israel		4673335
(Address of Principal executive offices)		(Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report.)

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 Instruction 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))

Item 2.02. Results of Operations and Financial Condition.

This Current Report on Form 8-K/A amends the Current Report on Form 8-K of SolarEdge Technologies, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission on May 12, 2015 (the “Original Form 8-K”). In addition to the press release announcing the Company’s earnings for the third fiscal quarter ended March 31, 2015, which was furnished as Exhibit 99.1 to the Original Form 8-K, copies of the earnings summary and supplemental information provided during the Company’s conference call and live webcast discussing the earnings were intended to have been furnished as Exhibits 99.2 and 99.3, respectively, to the Original Form 8-K. This Current Report on Form 8-K/A is being filed to add the earnings summary and supplemental information as Exhibits 99.2 and 99.3, respectively. The Original Form 8-K, including Exhibit 99.1, is not otherwise modified hereby and remains otherwise unchanged.

The information in this Item 2.02, including the information in Exhibit 99.1, which was furnished with the Original Form 8-K, and Exhibits 99.2 and 99.3 attached hereto pertaining to this Item 2.02, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are being furnished with this Current Report on Form 8-K/A.

Exhibit Number		Description

99.1		SolarEdge Technologies, Inc. Press Release, dated May 7, 2015 (previously furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on May12, 2015).
99.2		SolarEdge Technologies, Inc. Third Fiscal Quarter 2015 Earnings Summary, dated May 7, 2015.
99.3		SolarEdge Technologies, Inc. Third Fiscal Quarter 2015 Supplemental Information.

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 13, 2015

	By:	/s/ Ronen Faier
	Name:	Ronen Faier
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description

99.1		SolarEdge Technologies, Inc. Press Release, dated May 7, 2015 (previously furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on May 12, 2015).
99.2		SolarEdge Technologies, Inc. Third Fiscal Quarter 2015 Earnings Summary, dated May 7, 2015.
99.3		SolarEdge Technologies, Inc. Third Fiscal Quarter 2015 Supplemental Information.

exhibit_99-2.htm

Exhibit 99.2

| 1 |

Third Fiscal Quarter 2015

Earnings summary

May 7, 2015

| 2 |

SAFE HARBOR

Use of Forward-Looking Statements

This presentation contains forward-looking statements within the meaning 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.

Forward-looking statements are only predictions based on our current expectations and are inherently subject to risks and uncertainties. They should not be
considered guarantees of future results, which could differ materially from the results set forth in, contemplated by, or underlying this presentation.

Factors that could cause actual results to differ materially from our expectations are described in the reports filed by SolarEdge with the Securities and
Exchange Commission and we encourage you to review our filings carefully, especially the sections entitled “Risk Factors” in our Registration Statement on
Form S-1 (including the related prospectus).

SolarEdge undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future
events or changes in its expectations.

This presentation describes non-GAAP net income and non-GAAP net diluted earnings per share, which are not measures prepared in accordance with U.S.
GAAP (i.e. "Non-GAAP" measures). The Non-GAAP measures are presented in this presentation as we believe that they provide investors with a means of
evaluating and understanding how SolarEdge’s management evaluates the company’s operating performance. These Non-GAAP measures should not be
considered in isolation from, as substitutes for, or superior to financial measures prepared in accordance with U.S. GAAP.

| 3 |

KEY OPERATING METRICS

$$$

946K optimizers
shipped

39K inverters
shipped

248 Megawatts
shipped

$86M revenues

| 4 |

FISCAL THIRD QUARTER HIGHLIGHTS

Financial highlights

Record revenue of $86.4 million, up 18% from QoQ; 183% YoY

GAAP gross margin of 27.4%

GAAP net income of $6.0 million

Non-GAAP net income of $8.7 million

Business highlights

Increased capacity with contract manufacturers

248 Megawatts AC inverters shipped

946K optimizers and 39K inverters shipped

| 5 |

NOTEWORTHY

Continued on-time development of next generation products to further improve
usability, compliance and efficiency at reduced cost

Inverter prices in the US face pressure, especially from European manufacturers
benefitting from lower Euro/Dollar exchange rate

Natural hedging is required to overcome unstable Euro/Dollar exchange rate

| 6 |

STRATEGY AND TECHNOLOGY

After years of market decline in Germany, we see stabilization of this market

In recent years, while the European market shrunk in size, SolarEdge successfully
increased market share. We are now expecting further growth, primarily in Germany,
the UK and the Netherlands as well as from new potential opportunities in Turkey and
South Africa

We continue to increase our commercial offering with anticipated introduction of a
larger three phase inverter in FYQ4 15

Development of storage solutions, mainly for US and Europe expected to create new
business

| 7 |

FINANCIAL RESULTS

USD in millions*	FYQ3 '15	FYQ2 '15	FYQ3 '14
Revenues	86.4	73.3	30.6
Gross margin	27.4%	21.5%	20.4%
Operating expenses	13.9	11.5	10.8
Operating income	9.8	4.2	-4.5
Net income	6.0	3.4	-5.2
Net diluted earnings per share	0.01	0.00	-1.87

*with the exception of gross margin and per share data

| 8 |

NON-GAAP FINANCIAL RESULTS

*with the exception of gross margin and per share data

USD in millions*	FYQ3 '15	FYQ2 '15	FYQ3 '14
Revenues	86.4	73.3	30.6
Gross margin	27.6%	21.6%	20.5%
Operating expenses	13.1	11.2	10.5
Operating income	10.8	4.7	-4.3
Net income	8.7	4.1	-5.0
Net diluted Earnings Per Share	0.20	0.12	-0.19

| 9 |

REVENUE GROWTH

183% YoY

USD millions

| 10 |

UNITS SHIPPED

Optimizers shipped

Inverter shipped

K units

Units

| 11 |

GROSS MARGINS

| 12 |

OPERATING EXPENSES

35.3%

25.0%

17.4%

15.8%

16.1%*

* 15.4% excluding IPO related expenses

| 13 |

USD thousands

| 14 |

BALANCE SHEET & CASH FLOW

*FYQ3 ‘15 includes $3.5M related to leasehold improvements

USD in millions	FYQ3 '15	FYQ2 '15	FYQ3 '14
Cash and investments	138.8	27.2	12.9
Inventory	64.5	47.6	25.2
Capital Expenditures*	5.1	2.1	0.8
Total Debt	-	4.7	19.1
Cash Flow From Operations	-13.0	9.7	-4.9

| 15 |

FISCAL FOURTH QUARTER OUTLOOK

Revenues to be within the range of $92-96 million

Gross margin to be within the range of 26%-28%

| 16 |

Appendix

| 17 |

RECONCILIATION OF GAAP TO NON-GAAP

	Reconciliation of GAAP to Non-GAAP Gross Profit
	FYQ3 '15	FYQ2 '15	FYQ3 '14
Gross profit (GAAP)	23,701	15,781	6,229
Stock-based compensation	140	77	33
Gross profit (Non-GAAP)	23,841	15,858	6,262

	Reconciliation of GAAP to Non-GAAP Gross Margin
	FYQ3 '15	FYQ2 '15	FYQ3 '14
Gross margin (GAAP)	27.4%	21.5%	20.4%
Stock-based compensation	0.2%	0.1%	0.1%
Gross margin (Non-GAAP)	27.6%	21.6%	20.5%

	Reconciliation of GAAP to Non-GAAP Operating expenses
	FYQ3 '15	FYQ2 '15	FYQ3 '14
Operating expenses (GAAP)	13,902	11,547	10,774
Stock-based compensation R&D	183	155	102
Stock-based compensation S&M	292	152	74
Stock-based compensation G&A	355	76	69
Operating expenses (Non-GAAP)	13,072	11,164	10,529

| 18 |

RECONCILIATION OF GAAP TO NON-GAAP

	Reconciliation of GAAP to Non-GAAP Operating income (loss)
	FYQ3 '15	FYQ2 '15	FYQ3 '14
Operating income (loss) (GAAP)	9,799	4,234	(4,545)
Stock-based compensation	970	460	278
Operating income (loss) (Non-GAAP)	10,769	4,694	(4,267)

	Reconciliation of GAAP to Non-GAAP Finance expenses
	FYQ3 '15	FYQ2 '15	FYQ3 '14
Finance expenses (GAAP)	3,436	458	626
Warrants remeasurement	1,800	280	(8)
Finance expenses (Non-GAAP)	1,636	178	634

	Reconciliation of GAAP to Non-GAAP Net income (loss)
	FYQ3 '15	FYQ2 '15	FYQ3 '14
Net income (loss) (GAAP)	5,965	3,375	(5,238)
Stock-based compensation	970	460	278
Warrants remeasurement	1,800	280	(8)
Net income (loss) (Non-GAAP)	8,735	4,115	(4,968)

| 19 |

RECONCILIATION OF GAAP TO NON-GAAP

	Reconciliation of GAAP to Non-GAAP Net basic EPS
	FYQ3 '15	FYQ2 '15	FYQ3 '14
Net basic earnings (loss) per share (GAAP)	0.01	0.00	(1.87)
Stock-based compensation	0.03	0.00	0.01
Warrants remeasurement	0.04	0.01	----
Additional earnings per share giving effect to IPO and conversion of preferred stock at the beginning of the periods (1)	0.14	0.12	1.67
Net basic earnings (loss) per share (Non-GAAP)	0.22	0.13	(0.19)

	Reconciliation of GAAP to Non-GAAP No. of shares used in net basic EPS
	FYQ3 '15	FYQ2 '15	FYQ3 '14
Number of shares used in computing net basic earnings (loss) per share (GAAP)	2,822,893	2,815,694	2,806,044
Additional shares giving effect to IPO and conversion of preferred stock at the beginning of the periods	36,297,931	28,202,001	23,697,300
Number of shares used in computing net basic earnings (loss) per share (Non-GAAP)	39,120,824	31,017,695	26,503,344

| 20 |

RECONCILIATION OF GAAP TO NON-GAAP

	Reconciliation of GAAP to Non-GAAP Net diluted EPS
	FYQ3 '15	FYQ2 '15	FYQ3 '14
Net diluted earnings (loss) per share (GAAP)	0.01	0.00	(1.87)
Stock-based compensation	0.02	0.00	0.01
Warrants remeasurement	0.04	0.01	----
Additional earnings per share giving effect to IPO and conversion of preferred stock at the beginning of the periods (1)	0.13	0.11	1.67
Net diluted earnings (loss) per share (Non-GAAP)	0.20	0.12	(0.19)

	Reconciliation of GAAP to Non-GAAP No. of shares used in net diluted EPS
	FYQ3 '15	FYQ2 '15	FYQ3 '14
Number of shares used in computing net diluted earnings (loss) per share (GAAP)	7,099,046	2,815,694	2,806,044
Additional shares related Stock-based compensation	647,474	3,173,096
Additional shares relate to warrants remeasurement adjustment	103,777	6,739
Additional shares giving effect to IPO and conversion of preferred stock at the beginning of the periods (1)	36,297,931	28,202,001	23,697,300
Number of shares used in computing net diluted earnings (loss) per share (Non-GAAP)	44,148,228	34,197,530	26,503,344

(1) Assumes shares of common stock outstanding after accounting for (i) the automatic conversion of the shares of preferred stock then outstanding into common stock at the beginning of fiscal year 2015; and (ii) the issuance of 8,050,000 shares of common stock (associated with our initial public offering) at the beginning of the third fiscal quarter instead of the IPO closing date, March 31, 2015.

| 21 |

NASDAQ | SEDG

exhibit_99-3.htm

Exhibit 99.3

Operational Metrics


KPI's $,000	FYQ'4 13			FYQ'1 14			FYQ'2 14			FYQ'3 14			FYQ'4 14			FYQ'1 15			FYQ'2 15			FYQ'3 15			2012			2013			2014

Revenues		22,928			30,515			27,569			30,560			44,573			66,969			73,290			86,399			75,351			79,035			133,217
% Y/Y	N\A				65	%		22	%		104	%		94	%		119	%		166	%		183	%					5	%		69	%
% Q/Q		53	%		33	%		(10	)%		11	%		46	%		50	%		9	%		18	%

Gross (loss) profit $		2,836			4,058			2,960			6,229			8,724			14,030			15,781			23,701			(677	)		4,409			21,971
% Y/Y	N\A			N\A				142	%		308	%		208	%		246	%		433	%		280	%				N\A				398	%
% Q/Q		86	%		43	%		(27	)%		110	%		40	%		61	%		12	%		50	%

Gross Margin		12.4	%		13.3	%		10.7	%		20.4	%		19.6	%		20.9	%		21.5	%		27.4	%		(0.9	)%		5.6	%		16.5	%
% Y/Y	N\A				N/A			98	%		100	%		58	%		58	%		101	%		35	%				N\A				196	%
% Q/Q		21	%		8	%		(19	)%		90	%		(4	)%		7	%		3	%		27	%

Operating profit (loss)		(5,312	)		(4,527	)		(6,859	)		(4,545	)		(2,440	)		2,351			4,234			9,799			(27,460	)		(27,460	)		(18,371	)
% Y/Y	N\A				(50	)%		6	%		(30	)%		(54	)%	N\A			N\A			N\A							0	%		(33	)%
% Q/Q		(19	)%		(15	)%		52	%		(34	)%		(46	)%	N\A				80	%		131	%

Net profit (loss)		(6,141	)		(5,311	)		(7,787	)		(5,238	)		(3,042	)		2,520			3,375			5,965			(27,783	)		(28,180	)		(21,378	)
% Y/Y	N\A				(40	)%		21	%		(22	)%		(50	)%	N\A			N\A			N\A							1	%		(24	)%
% Q/Q		(9	)%		(14	)%		47	%		(33	)%		(42	)%	N\A				34	%		77	%

Optimizer shipped (units)		280,663			306,901			262,943			328,822			458,585			663,850			785,730			945,586			709,804			890,445			1,357,251
Inverter shipped (units)		12,123			13,005			12,135			14,936			21,923			31,880			35,696			38,630			30,140			36,088			61,999
MW shipped		78			77			76			84			129			176			213			248			174			239			365

System monitored		33,097			38,925			44,988			51,124			60,518			77,814			93,542			107,450			12,667			33,097			60,518
Megawatts monitored		283			319			391			450			554			940			1,106			1,231			106			289			554

Balance Sheet

$,000	March 31, 2015			June 30, 2014

Current Assets
Cash and cash equivalents		135,204			9,754
Restricted cash		3,575			1,602
Trade receivables, net		45,093			19,267
Prepaid expenses and other accounts receivable		25,312			13,151
Inventories		64,522			25,499
Total Current Assets		273,706			69,273

Fixed Assets, net		11,903			5,351
Long-term lease deposit and prepaid expenses		380			367
Long-term deferred charges		----			7

Total Assets		285,989			74,998

Current Liabilities
Short term bank loan		----			13,326
Current maturities of term loan		----			3,474
Accounts payables		36,233			36,815
Employees & related payroll exp.		6,017			5,210
Other accounts payable		52,428			6,893
Warranty obligations		7,661			5,496
Deferred revenues		1,098			1,729
Total Current Liabilities		103,437			72,943

Long Term Liabilities
Long Term Warranty obligations		20,238			12,685
Deferred Revenues		6,995			4,252
Lease incentive obligation		1,959			----
Term loans		----			3,444
Warrants Liability		2,830			765
Total Long Term Liabilities		32,022			21,146

Convertible Preferred Stock		----			116,203

Stockholders’ Equity (Deficiency):
Common stock		4			----
Additional paid-in capital		280,040			5,878
Accumulated other comprehensive loss		(263	)		(61	)
Accumulated deficit		(129,251	)		(141,111	)
Total stockholders’ equity (deficiency)		150,530			(135,294	)

Total liabilities and stockholders’ equity (deficiency)		285,989			74,998

P&L GAAP


	FYQ'4 13			FYQ'1 14			FYQ'2 14			FYQ'3 14			FYQ'4 14			FYQ'1 15			FYQ'2 15			FYQ'3 15			2012			2013			2014

Revenues		22,928			30,515			27,569			30,560			44,573			66,969			73,290			86,399			75,351			79,035			133,217
Cost of revenues		20,092			26,457			24,609			24,331			35,849			52,939			57,509			62,698			76,028			74,626			111,246
Gross (loss) profit		2,836			4,058			2,960			6,229			8,724			14,030			15,781			23,701			(677	)		4,409			21,971
Gross Margin %		12.4	%		13.3	%		10.7	%		20.4	%		19.6	%		20.9	%		21.5	%		27.4	%		(0.9	)%		5.6	%		16.5	%

Operating expenses:
Research and development, net		3,790			4,136			4,686			4,864			4,570			5,059			4,768			5,490			13,783			15,823			18,256
Sales and marketing		3,475			3,657			4,123			4,592			5,420			5,461			5,658			6,422			9,926			12,784			17,792
General and administrative		883			792			1,010			1,318			1,174			1,159			1,121			1,990			3,074			3,262			4,294
Total operating expenses		8,148			8,585			9,819			10,774			11,164			11,679			11,547			13,902			26,783			31,869			40,342

Operating income (loss)		(5,312	)		(4,527	)		(6,859	)		(4,545	)		(2,440	)		2,351			4,234			9,799			(27,460	)		(27,460	)		(18,371	)

Financial expenses (Income)		721			777			914			626			470			(516	)		458			3,436			287			612			2,787

Profit (Loss) before taxes on income		(6,033	)		(5,304	)		(7,773	)		(5,171	)		(2,910	)		2,867			3,776			6,363			(27,747	)		(28,072	)		(21,158	)

Taxes on income		108			7			14			67			132			347			401			398			36			108			220

Net (Profit) loss		(6,141	)		(5,311	)		(7,787	)		(5,238	)		(3,042	)		2,520			3,375			5,965			(27,783	)		(28,180	)		(21,378	)

Cash Flow

	3 months ended
$,000	Mar-15			Mar-14

Cash flows from operating activities:
Net income (loss)		5,965			(5,238	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		544			496
Interest expenses related to Bank Loan		656			8
Stock-based compensation related to employee and non-employee consultants stock options		970			278
Financial expenses (income), net related to term loan		(992	)		5,762
Remeasurement of warrants to purchase preferred and common stock		1,800			(537	)
Changes in assets and liabilities:
Inventories		(16,943	)		(7,381	)
Prepaid expenses and other accounts receivable		(1,527	)		(55	)
Trade receivables, net		(20,074	)		(16,798	)
Trade payables		(7,311	)		13,921
Employees and payroll accruals		522			(4,176	)
Warranty obligations		3,602			8,720
Deferred revenues		422			258
Accrued expenses and other accounts payable		17,079			(192	)
Lease incentive obligation		2,243

Net cash used in operating activities		(13,044	)		(4,934	)

Cash flows from investing activities:
Purchase of property and equipment		(5,121	)		(810	)
Increase in restricted cash		(166	)		1
Increase (decrease) in long-term deposit		7			10

Net cash used in investing activities		(5,280	)		(799	)

Cash flows from financing activities:
Proceeds from short term bank loan		17,000			2,361
Repayment of short term bank loan		(17,000	)		(1,119	)
Repayments of term loan		(4,341	)		(747	)
Proceeds from issuance of stock, net		145,063			----
Issuance costs		(10,952	)		----
Receipts on account of Convertible Preferred stock		----			7,115
Proceeds from exercise of employee stock options		30			14

Net cash provided by financing activities		129,800			7,624

Increase in cash and cash equivalents		111,476			1,891
Cash and cash equivalents at the beginning of the period		23,774			9,598
Cash (erosion) due to exchange rate differences		(46	)		(17	)

Cash and cash equivalents at the end of the period		135,204			11,472