STOCK CAPITAL | NOTE 9:- STOCK CAPITAL a. Common Stock: Number of shares Authorized Issued and outstanding September 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018 (Unaudited) (Unaudited) Stock of $0.0001 par value: Common stock 125,000,000 125,000,000 48,576,288 46,052,802 b. Stock Incentive plans: The Company’s 2007 Global Incentive Plan (the “2007 Plan”) was adopted by the board of directors on August 30, 2007. On March 31, 2015, once the Company completed its Initial Public Offering (“IPO”), the 2007 Plan was terminated and no further awards will be granted thereunder. All outstanding awards are continuing to be governed by their existing terms and 379,358 available options for future grant 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, RSUs and other stock-based awards to directors, employees, officers, and consultants of the Company and its Subsidiaries. As of September 30, 2019 (unaudited), a total of 10,383,357 shares of common stock were reserved for issuance under the 2015 Plan (the “Share Reserve”). 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 five percent (5%) of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year; provided, however, that our 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 five percent (5%) of the shares of capital stock outstanding on the preceding December 31st. The aggregate maximum number of shares of common stock that may be issued on the exercise of incentive stock options is ten million (10,000,000). As of September 30, 2019 (unaudited), an aggregate of 8,686,589 shares of common stock are still available for future grant under the 2015 Plan. SOLAREDGE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) NOTE 9:- STOCK CAPITAL (Cont.) c. Options granted to employees and directors: A summary of the activity in the share options granted to employees and directors for the nine months ended September 30, 2019 (unaudited) and related information follows: Number of Options Weighted average exercise price Weighted average remaining contractual term in years Aggregate intrinsic Value Outstanding as of December 31, 2018 2,401,893 11.04 6.19 58,323 Granted 267,852 36.15 Exercised (377,685 ) 6.40 Forfeited and expired (11,324 ) 13.84 Outstanding as of September 30, 2019 2,280,736 14.74 6.07 157,318 Vested and expected to vest as of September 30, 2019 2,253,031 14.61 6.04 155,705 Exercisable as of September 30, 2019 1,910,609 12.21 5.65 136,632 The aggregate intrinsic value represents the total intrinsic value (the difference between the fair value of the Company’s common stock as of the last day of each period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on the last day of each period. The total intrinsic value of options exercised during the nine months ended September 30, 2019 (unaudited) was $23,907. The weighted average grant date fair values of options granted to employees and executive directors during the nine months ended September 30, 2019 (unaudited) was $19.83. d. A summary of the activity in the RSUs (excluding PSUs) granted to employees and members of the board of Number of RSUs Weighted average grant date fair value Unvested as of December 31, 2018 2,807,232 34.40 Granted 608,112 51.55 Vested (858,914 ) 32.12 Forfeited (225,800 ) 38.14 Unvested as of September 30, 2019 (unaudited) 2,330,630 39.35 SOLAREDGE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) NOTE 9:- STOCK CAPITAL (Cont.) As part of the SMRE Acquisition (unaudited), the Company granted 334,096 PSUs that are subject to certain performance goals and a vesting period. The PSUs grant date fair value is $40.24. During the nine months ended September 30, 2019 (unaudited), the Company recognized expenses in the amount of $2,521 related to PSU’S vesting that were expensed in the condensed consolidated statement of operations in general and administrative expenses line item. e. Options and RSUs issued to non-employee consultants: The Company has granted options and RSUs to purchase common shares to non-employee consultants as of September 2019 (unaudited) as follows: Issuance Date Outstanding as of September 30, 2019 Exercise price Exercisable as of September 30, 2019 Options exercisable through 2014 5,249 $3.51 - $5.01 5,137 October 29, 2024 2016 3,084 $0.00 - $15.34 - September 21, 2026 2017 10,376 $0.00 - $13.70 - March 15, 2027 2018 16,012 $0.00 - 2019 13,912 $0.00 - 48,633 5,137 The Company had accounted for its options and RSUs granted to non-employee consultants under the fair value method of ASC 505-50 (“Equity-Based Payments to Non-Employees”). In connection with the grant of stock options and RSUs to non-employee consultants, the Company recorded stock compensation expenses during the nine months ended September 30, 2019 (unaudited) and 2018 (unaudited) in the amount of $525 and $1,070, respectively. f. Employee Stock Purchase Plan (“ESPP”): The Company adopted an Employee Stock Purchase Plan (the “ESPP”) effective upon the consummation of the IPO. As of September 30, 2019 (unaudited), a total of 2,199,808 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 10% of their salaries to purchase common stock shares up to an aggregate limit of $10 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 September 30, 2019 (unaudited), 460,455 common stock shares had been purchased under the ESPP. SOLAREDGE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) NOTE 9:- STOCK CAPITAL (Cont.) As of September 30, 2019 (unaudited), 1,739,353 common stock shares 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. g. Stock-based compensation expense for employees and non-employee consultants: The Company recognized stock-based compensation expenses related to stock options, RSUs and PSUs granted to employees and non-employee consultants and ESPP in the condensed consolidated statement of income for the three and nine months ended September 30, 2019 (unaudited) and 2018 (unaudited), as follows: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 (Unaudited) (Unaudited) Cost of revenues $ 1,691 $ 1,127 $ 4,696 $ 3,019 Research and development 4,269 2,988 11,935 7,975 Selling and marketing 2,779 2,250 7,905 6,548 General and administrative 2,628 1,585 7,907 4,385 Non-recurring expenses 6,242 - 6,242 - Total stock-based compensation expense $ 17,609 $ 7,950 $ 38,685 $ 21,927 As of September 30, 2019 (unaudited), there was a total unrecognized compensation expense of $103,421 related to non-vested stock-based compensation arrangements. These expenses are expected to be recognized during the period from October 1, 2019 through August 31, 2023. |