2014

TowerJazz Presents Strong Revenue and Margins Growth in Second Quarter 2012 Financial Results: Revenues of $168.6 Million, Up 21% Year-over-Year With an EBITDA of $52 Million Recorded $76 Million of Higher Revenues for the First Half of 2012, a 29% Growth, as Compared to the First Half of 2011

MIGDAL HAEMEK, Israel, August 9, 2012 /PRNewswire/ --

TowerJazz, the global specialty foundry leader, today announced financial results for the second quarter ended June 30, 2012.

Second Quarter 2012 Highlights

  • Revenues of $168.6 million, up 21 percent year-over-year compared with $139.7 million;
  • Revenues for the first half of 2012 are $76 million higher, or 29% as compared to the first half of 2011;
  • EBITDA of $52 million, $11 million up or 28 percent quarter over quarter and 42% up year-over-year excluding the onetime acquisition gain last year;
  • Non-GAAP gross and operating margins at 40% and 31% respectively as compared to 36% and 26% in the second quarter of 2011, respectively;
  • Non-GAAP net profit of $45 million and net margin of 27% as compared to $28 million and 20% net margin in the second quarter of 2011;
  • End of quarter cash balance of $171 million as compared to $101 million as of December 31, 2011 and $158 million as of March 31, 2012;
  • In accordance with its acquisition plan, executed a cost reduction plan to increase efficiency of the Japanese facility, including a reduction in force, and additional cost reduction measures, enabling it to improve its margins by greater than $30 million on an annual basis;
  • Net cash from operating activities of $33 million, or $42 million excluding one-time reorganization payments of $9 million.

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CEO Perspective

"We are pleased with our results demonstrating strong first half year-over-year revenue growth coupled with much better margins in the second quarter of 2012," said Russell Ellwanger, Chief Executive Officer. "In this quarter we finished our one year plan post acquisition of the Nishiwaki facility. The first year realized an outperformance of board committed and trailing-twelve-month financial metrics through consolidations and synergies and the planned headcount reduction which should enable an approximate 10 point increase in the gross margins produced in this factory as compared to the previous operating expense baseline. We are seeing some fluctuations in the market with several of our largest customers down in their revenue and their revenue guidance quarter-over-quarter; whilst we remain very confident in our strategic direction and tactical activities. This confidence is demonstrated by another quarter of extremely high products and new mask sets introduction into our fabs, which activities have a one to three years peak revenue horizon from the point of fab introduction."

Ellwanger concluded: "Considering the actions that drove the improved margins as demonstrated in the second quarter and the fact that third quarter and forward looking mix are higher margin products, we expect the third quarter to follow the second quarter margin trend."

Second quarter 2012 results summary

Second quarter 2012 revenue reached $168.6 million, a 21 percent growth over second quarter 2011 revenue of $139.7 million, and slightly better than revenues of $168.0 in the prior quarter.

During the second quarter of 2012, in accordance with its acquisition plan and the Japanese notification laws, the Company executed a cost reduction plan to increase its efficiency of its Japanese facility, including reduction in force of 280 employees from its Japanese employee base, enabling improved margins by greater than $30 million on an annual basis. One-time payments in regards to this cost reduction plan are presented under cash flow from operating activities, amount to be $9 million for each of the second and third quarters of 2012. One-time expenses of $6 million were included in the statement of operations for the second quarter of 2012 under a separate line named "reorganization costs". No additional expenses are expected to be accrued in future periods following the execution of said plan.

On a non-GAAP basis, as described and reconciled below, the second quarter 2012 gross profit was $68 million, representing a 40 percent gross margin. This is a 34 percent increase over the gross profit of $51 million, achieved in the second quarter of 2011 and 16 percent increase over gross profit of $59 million in the prior quarter.

Operating profit on a non-GAAP basis in the second quarter of 2012 was $53 million, or operating margin of 31 percent, an increase of 44 percent over operating profit of $37 million, or operating margin of 26 percent, as achieved in the second quarter of 2011. This was also an increase of 31 percent over operating profit of $40 million, or operating margin of 24 percent, in the prior quarter.

On a GAAP basis, comparing to the second quarter of 2011, revenues are up $29 million and the GAAP  net loss in the second quarter of 2012 was $9 million, or $0.44 loss per share, as compared to $2 million net profit, or an $8 million improvement excluding the one time acquisition gain in the second quarter of 2011. GAAP net loss was also improved as compared to the net loss of $19 million, or $0.91 per share in the prior quarter.

On a non-GAAP basis, net profit in the second quarter of 2012 was $45 million or $2.08 per share, representing a 27 percent net margin. This is significantly higher than the $28 million or $1.42 per share, representing a 20 percent net margin in the second quarter of 2011 and a 35% increase in net margin compared with $33 million, or $1.56 per share, as reported in the prior quarter.

EBITDA for the second quarter of 2012 was $52 million, a 42 percent increase as compared to $36 million in the second quarter of 2011, excluding the acquisition related and reorganization costs and the one-time acquisition gain.

The Company's cash and short-term deposits balance as of June 30, 2012 was $171 million as compared to $101 million as of December 31, 2011 and as compared to $158 million as of March 31, 2012.

Financial Guidance

TowerJazz forecasts revenues of $152 to $162 million in the third quarter of 2012, resulting in year-to-date 2012 revenues of $489 to $499 million, reflecting 12% to 14% revenue increase as compared to $436 million revenue recorded in the nine months ended September 30, 2011.

Conference Call and Web Cast Announcement

TowerJazz will host a conference call to discuss second quarter 2012 results today, August 9 2012, at 10:00 a.m. Eastern Time (EDT) / 5:00 p.m. Israel time.

To participate, please call: 1-888-407-2553 (U.S. toll-free number) or +972-3-918-0610 (international) and mention ID code: TOWER-JAZZ. Callers in Israel are invited to call locally by dialing 03-918-0610. The conference call will also be Web cast live at http://www.earnings.com and at http://www.towerjazz.com and will be available thereafter on both websites for replay for a period of 90 days, starting a few hours following the call.

As previously announced, beginning with the fourth quarter of 2007, the Company has been presenting its financial statements in accordance with U.S. GAAP.

This release, including the financial tables below, presents other financial information that may be considered "non-GAAP financial measures" under Regulation G and related reporting requirements promulgated by the Securities and Exchange Commission as they apply to our company. These non-GAAP financial measures exclude (1) depreciation and amortization, (2) compensation expenses in respect of options granted to directors, officers and employees, (3) acquisition related and reorganization costs and one time gain from acquisition, (4) financing expenses, net other than interest accrued, such that non-GAAP financial expenses, net include only interest accrued during the reported period, whether paid or payable and (5) income tax expense, such that non-GAAP income tax expense include only taxes paid during the reported period. Non-GAAP financial measures should be evaluated in conjunction with, and are not a substitute for, GAAP financial measures. The tables also present the GAAP financial measures, which are most comparable to the non-GAAP financial measures as well as reconciliation between the non-GAAP financial measures and the most comparable GAAP financial measures.

As applied in this release, the term Earnings Before Interest Tax Depreciation and Amortization (EBITDA) consists of loss, according to U.S. GAAP, excluding acquisition related and reorganization costs and one time gain from acquisition, interest and financing expenses (net), tax, depreciation and amortization and stock based compensation expenses. EBITDA is not a required GAAP financial measure and may not be comparable to a similarly titled measure employed by other companies.

EBITDA and the non-GAAP financial information presented herein should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, per share data or other income or cash flow statement data prepared in accordance with GAAP and is not necessarily consistent with the non-GAAP data presented in previous filings.

About TowerJazz

Tower Semiconductor  Ltd. (NASDAQ: TSEM, TASE: TSEM), the global specialty foundry leader, its fully owned U.S. subsidiary Jazz Semiconductor and its fully owned Japanese subsidiary TowerJazz Japan, LTD, operate collectively under the brand name TowerJazz, manufacturing integrated circuits  with geometries ranging  from  1.0  to  0.13-micron. TowerJazz provides industry leading design enablement tools to allow complex designs to be achieved quickly and more accurately and offers a broad range of customizable process technologies including SiGe, BiCMOS, Mixed-Signal and RFCMOS, CMOS Image Sensor, Power Management (BCD), and Non-Volatile Memory (NVM) as well as MEMS capabilities. To provide world-class customer service, TowerJazz maintains two manufacturing facilities in Israel, one in the U.S., and one in Japan with additional capacity available in China through manufacturing partnerships. For more information, please visit http://www.towerjazz.com.

Forward Looking Statements

This press release includes forward-looking statements, which are subject to risks and uncertainties. Actual results may vary from those projected or implied by such forward-looking statements and you should not place any undue reliance on such forward-looking statements. Potential risks and uncertainties include, without limitation, risks and uncertainties associated with: (i) maintaining existing customers and attracting additional customers, (ii) cancellation of orders, (iii) failure to receive orders currently expected, (iv) the cyclical nature of the semiconductor industry and the resulting periodic overcapacity, fluctuations in operating results and future average selling price erosion, (v) material amount of debt and other liabilities and having sufficient funds to satisfy our debt obligations and other liabilities on a timely basis, (vi) operating our facilities at high utilization rates which is critical in order to defray the high level of fixed costs associated with operating a foundry and reduce our losses, (vii) our ability to satisfy the covenants stipulated in our agreements with our lenders, banks and bond holders, (viii) our ability to capitalize on potential increases in demand for foundry services, (ix) meeting the conditions set in the approval certificates received from the Israeli Investment Center under which we received approximately $200 million in grants over the last ten years , (x) our ability to accurately forecast financial performance, which is affected by limited order backlog and lengthy sales cycles, (xi) the purchase of equipment to increase capacity, the completion of the equipment installation, technology transfer and raising the funds therefor, (xii) the concentration of our business in the semiconductor industry, (xiii) product returns, (xiv) our ability to maintain and develop our technology processes and services to keep pace with new technology, evolving standards, changing customer and end-user requirements, new product introductions and short product life cycles, (xv) competing effectively, (xvi) achieving acceptable device yields, product performance and delivery times, (xvii) possible production or yield problems in our wafer fabrication facilities, (xviii) our ability to manufacture products on a timely basis, (xix) our dependence on intellectual property rights of others, our ability to operate our business without infringing others' intellectual property rights and our ability to enforce our intellectual property against infringement, (xxi) our ability to fulfill our obligations and meet performance milestones under our agreements, including successful execution of our agreement with an Asian entity signed in 2009, (xxiii) retention of key employees and retention and recruitment of skilled qualified personnel, (xxiv) exposure to inflation, currency exchange and interest rate fluctuations and risks associated with doing business internationally and in Israel, (xxv) fluctuations in the market price of our traded securities may adversely affect our reported GAAP non-cash financing expenses, (xxvi) issuance of ordinary shares as a result of conversion and/or exercise of any of our convertible securities, may dilute the shareholdings of current and future shareholders, (xxvii) successfully achieving the anticipated benefits from the acquisition of TowerJazz's Japan fab in Nishiwaki, including technology transfer from our other sites to Nishiwaki and engaging new customers to utilize Nishiwaki fab at levels that will cover all its cost and (xxviii) business interruption due to fire, the security situation in Israel and other events beyond our control..

A more complete discussion of risks and uncertainties that may affect the accuracy of forward-looking statements included in this press release or which may otherwise affect our business is included under the heading "Risk Factors" in Tower's most recent filings on Forms 20-F, F-3, F-4, S-8 and 6-K, as were filed with the Securities and Exchange Commission (the "SEC") and the Israel Securities Authority and Jazz's most recent filings on Forms 10-K and 10-Q, as were filed with the SEC. Future results may differ materially from those previously reported. The Company does not intend to update, and expressly disclaims any obligation to update, the information contained in this release.



                         TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS
                                  (dollars in thousands)


                                               June 30,       March 31,     December 31,
                                                 2012           2012            2011
                                              (Unaudited)    (Unaudited)
    A S S E T S
 
    CURRENT ASSETS
      Cash and short-term deposits         $     170,661  $     158,226  $      101,149
      Trade accounts receivable                   91,928         87,892          75,350
      Other receivables                            6,783          4,385           5,000
      Inventories                                 64,294         62,450          69,024
      Other current assets                        14,716         16,575          15,567
        Total current assets                     348,382        329,528         266,090
 
    LONG-TERM INVESTMENTS                         12,555         12,895          12,644
 
    PROPERTY AND EQUIPMENT, NET                  472,592        477,463         498,683
 
    INTANGIBLE ASSETS, NET                        52,620         53,850          58,737
 
    GOODWILL                                       7,000          7,000           7,000
 
    OTHER ASSETS, NET                             14,715         16,532          14,067
 
     TOTAL ASSETS                          $     907,864  $     897,268  $      857,221
 
    LIABILITIES AND SHAREHOLDERS' EQUITY
 
     CURRENT LIABILITIES
       Short term debt                     $      41,619  $      42,031  $       48,255
       Trade accounts payable                     96,743         94,997         111,620
       Deferred revenue                            4,835          5,745           5,731
       Other current liabilities                  66,608         62,053          64,654
         Total current liabilities               209,805        204,826         230,260
 
           LONG-TERM DEBT                        402,234        385,107         301,610
 
           LONG-TERM CUSTOMERS' ADVANCES           7,447          7,813           7,941
 
           EMPLOYEE RELATED LIABILITES            87,149         97,198          97,927
 
           DEFERRED TAX LIABILITY                 25,782         19,375          20,428
 
           OTHER LONG-TERM LIABILITIES            23,721         25,882          24,352
 
                Total liabilities                756,138        740,201         682,518
 
           SHAREHOLDERS' EQUITY                  151,726        157,067         174,703
 
     TOTAL LIABILITIES 
      AND SHAREHOLDERS' EQUITY             $     907,864  $     897,268  $      857,221


                        TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
              (dollars in thousands, except share data and per share data)


                                                            Three months ended
                                                   June 30,      March 31,      June 30,
                                                     2012          2012           2011
                                                     GAAP          GAAP           GAAP
 
    REVENUES                                     $  168,637    $   168,013    $  139,707
 
    COST OF REVENUES                                140,299        145,265       119,333

                    GROSS PROFIT                     28,338         22,748        20,374
 
    OPERATING COSTS AND EXPENSES
 
        Research and development                      7,582          8,000         5,457
        Marketing, general and administrative         9,695         12,500        10,948
        Acquisition related and reorganization costs  5,789             --         1,493
 
                                                     23,066         20,500        17,898
 
                    OPERATING PROFIT                  5,272          2,248         2,476
 
    FINANCING EXPENSE, NET                           (8,709)       (18,529)      (10,499)
 
    GAIN FROM ACQUISITON                                 --             --        19,467
 
    OTHER EXPENSE, NET                               (1,019)            --          (319)
 
                  PROFIT (LOSS) BEFORE INCOME TAX    (4,456)       (16,281)       11,125
 
    INCOME TAX EXPENSE                               (4,948)        (3,036)       (9,382)
 
                  NET PROFIT (LOSS) FOR THE PERIOD  $(9,404)    $  (19,317)   $    1,743
 
    BASIC EARNINGS (LOSS) PER ORDINARY SHARE(*)
 
        basic earnings (loss) per ordinary share    $ (0.44)    $    (0.91)   $     0.09

           Weighted average number of ordinary
                shares outstanding - in thousands    21,473         21,240        19,730

    (*) Share amounts reflect the one-to-fifteen reverse stock split effected on
        August 5, 2012.


                          TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
           RECONCILIATION OF REPORTED GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF
                                  OPERATIONS (UNAUDITED)
               (dollars in thousands, except share data and per share data)


                                   Three months       Three months          Three months
                                      ended               ended                ended   
                                     June 30,            June 30,             June 30,
                                 2012       2011    2012        2011       2012       2011
                                                    Adjustments (see a, b,
                                    non-GAAP        c, d, e, f, g below)        GAAP
 
    REVENUES                 $ 168,637 $ 139,707  $    --    $   --   $ 168,637 $  139,707
 
    COST OF REVENUES           100,679    89,059   39,620(a) 30,274(a)  140,299    119,333
 
     GROSS PROFIT               67,958    50,648  (39,620)  (30,274)     28,338     20,374
 
    OPERATING COSTS AND EXPENSES

     Research and development    6,966     4,993      616(b)    464(b)    7,582      5,457
     Marketing, general and
      administrative             8,246     9,022    1,449(c)  1,926(c)    9,695     10,948
     Acquisition related and
      reorganization costs          --        --    5,789(d)  1,493(d)    5,789      1,493
 
                                15,212    14,015    7,854     3,883      23,066     17,898
 
      OPERATING PROFIT          52,746    36,633  (47,474)  (34,157)      5,272      2,476
 
    FINANCING EXPENSE, NET      (6,925)   (7,459)  (1,784)(e)(3,040)(e)  (8,709)   (10,499)
 
    GAIN FROM ACQUISITON            --        --       --    19,467(d)       --     19,467
 
    OTHER EXPENSE, NET          (1,019)     (319)      --        --      (1,019)      (319)
 
     PROFIT (LOSS) BEFORE
      INCOME TAX                44,802    28,855  (49,258)  (17,730)     (4,456)    11,125
 
    INCOME TAX EXPENSE             (35)     (809)  (4,913)(f)(8,573)(f)  (4,948)    (9,382)
 
     NET PROFIT (LOSS) FOR
      THE PERIOD             $  44,767  $ 28,046 $(54,171) $(26,303)   $ (9,404)   $ 1,743
 
    BASIC EARNINGS PER
     ORDINARY SHARE(*)       $    2.08    $  1.42
 
    NON-GAAP GROSS MARGINS         40%        36%
 
    NON-GAAP OPERATING MARGINS     31%        26%
 
    NON-GAAP NET MARGINS           27%        20%

    (a) Includes depreciation and amortization expenses in the amounts of $39,360 and
        $29,946 and stock based compensation expenses in the amounts of $260 and $328 for
        the three months ended June 30, 2012 and 2011, respectively.
    (b) Includes depreciation and amortization expenses in the amounts of $419 and $203
        and stock based compensation expenses in the amounts of $197 and $261 for the
        three months ended June 30, 2012 and 2011, respectively.
    (c) Includes depreciation and amortization expenses in the amounts of $304 and $350
        and stock based compensation expenses in the amounts of $1,145 and $1,576 for the
        three months ended June 30, 2012 and 2011, respectively.
    (d) Includes acquisition costs, reorganization costs and gain from acquisition.
    (e) Non-GAAP financing expense, net includes only interest on an accrual basis.
    (f) Non-GAAP income tax expenses include taxes paid during the period.
    (g) Fully diluted earnings per shares according to non-GAAP results would be $0.91 and 
        $0.59 for the three months ended June 30, 2012 and June 30, 2011, respectively,
        and the weighted average number of shares outstanding would be 49,162 thousands
        and 47,701 thousands for these periods.

    (*) Share amounts reflect the one-to-fifteen reverse stock split effected on
        August 5, 2012.


                           TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
            RECONCILIATION OF REPORTED GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF
                                  OPERATIONS (UNAUDITED)
               (dollars in thousands, except share data and per share data)


                                Three months        Three months           Three months
                                   ended                ended                 ended
                             June 30,  March 31,  June 30,  March 31,  June 30,   March 31,
                               2012      2012       2012      2012      2012        2012
                                                 Adjustments (see a, b,
                                  non-GAAP     c, d, e, f, g below)            GAAP
 
    REVENUES              $  168,637  $ 168,013    $   --      $  --  $ 168,637  $ 168,013
 
    COST OF REVENUES         100,679    109,259    39,620(a)  36,006(a) 140,299    145,265
 
              GROSS PROFIT    67,958     58,754   (39,620)   (36,006)    28,338     22,748
 
    OPERATING COSTS AND EXPENSES
 
     Research and development  6,966      7,392       616(b)     608(b)   7,582      8,000
     Marketing, general 
      and administrative       8,246     11,095     1,449(c)   1,405(c)   9,695     12,500
     Reorganization costs         --         --     5,789(d)      --      5,789         --
 
                              15,212     18,487     7,854      2,013     23,066     20,500
 
        OPERATING PROFIT      52,746     40,267   (47,474)   (38,019)     5,272      2,248
 
    FINANCING EXPENSE, NET    (6,925)    (8,163)   (1,784)(e)(10,366)(e) (8,709)   (18,529)
 
    OTHER EXPENSE, NET        (1,019)        --        --         --     (1,019)        --
 
     PROFIT (LOSS)
      BEFORE INCOME TAX       44,802     32,104   (49,258)   (48,385)    (4,456)   (16,281)
 
    INCOME TAX EXPENSE           (35)     1,120    (4,913)(f) (4,156)(f) (4,948)    (3,036)
 
      NET PROFIT (LOSS)
       FOR THE PERIOD       $ 44,767   $ 33,224 $ (54,171) $ (52,541)  $ (9,404) $ (19,317)
 
      BASIC EARNINGS PER 
       ORDINARY SHARE(*)    $   2.08   $   1.56
 
     NON-GAAP GROSS MARGINS       40%        35%
 
     NON-GAAP OPERATING MARGINS   31%        24%
 
     NON-GAAP NET MARGINS         27%        20%
    (a) Includes depreciation and amortization expenses in the amounts of $39,360 and
        $35,747 and stock based compensation expenses in the amounts of $260 and $259 for
        the three months ended June 30, 2012 and March 31, 2012, respectively.
    (b) Includes depreciation and amortization expenses in the amounts of $419 and $395
        and stock based compensation expenses in the amounts of $197 and $213 for the
        three months ended June 30, 2012 and March 31, 2012, respectively.
    (c) Includes depreciation and amortization expenses in the amounts of $304 and $321
        and stock based compensation expenses in the amounts of $1,145 and $1,084 for the
        three months ended June 30, 2012 and March 31, 2012, respectively.
    (d) Includes reorganization costs.
    (e) Non-GAAP financing expense, net includes only interest on an accrual basis.
    (f) Non-GAAP income tax expenses include taxes paid during the period.
    (g) Fully diluted earnings per shares according to non-GAAP results would be $0.91
        and $0.68 for the three months ended June 30, 2012 and March 31, 2012,
        respectively, and the weighted average number of shares outstanding would be
        49,162 thousands and 48,787 thousands for these periods.

    (*) Share amounts reflect the one-to-fifteen reverse stock split effected on
        August 5, 2012.


 

Contacts

TowerJazz Investor Relations
Noit Levi, +972-4-604-7066
noitle@towersemi.com

CCG Investor Relations
Ehud Helft / Kenny Green, +1-646-201-9246
towersemi@ccgisrael.com


SOURCE TowerJazz




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