TowerJazz Presents Third Quarter 2012 Financial Results: Revenues of $155 Million; $491 Million Revenues in the First Nine

  TowerJazz Presents Third Quarter 2012 Financial Results: Revenues of $155
 Million; $491 Million Revenues in the First Nine Months of 2012, Growing 13%
               Versus $436 Million in the Same Period Last Year

Non-GAAP operating income for the nine months periods improved to $132.8
million in 2012 from $115.7 million in 2011

PR Newswire

MIGDAL HAEMEK, Israel, November 15, 2012

MIGDAL HAEMEK, Israel, November 15, 2012 /PRNewswire/ --

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

 (Logo: http://photos.prnewswire.com/prnh/20120509/531192 )

Third Quarter 2012 Highlights

  oRevenues of $154.6 million for the third quarter of 2012 and of $491.2
    million in the first nine months of 2012, a 13% increase over revenues of
    $436.4 million in the same period last year;
  oNon-GAAP gross and operating margins at 37% and 26% respectively as
    compared to 33% and 22% in the third quarter of 2011, respectively;
  oNon-GAAP net profit of $32 million and net margin of 20% as compared to
    $32 million and 18% net margin in the third quarter of 2011;
  oEBITDA of $40 million, higher than the $39 million as of the third quarter
    of 2011 which excludes the one-time gain from the sale of HHNEC holdings;
  oEnd of quarter cash balance of $161 million as compared to $101 million as
    of December 31, 2011;
  oCompleted a previously announced efficiency and cost reduction plan in the
    Japanese facility resulting in $30 million of savings on an annual basis;
  oEngaged during the third quarter of 2012 with Vishay-Siliconix for high
    volume production commitment at the Company's fabs in Israel and Japan
    through 2018.

CEO Perspective

"Our third quarter results came in line with our expectations and guidance,"
commented Russell Ellwanger, Chief Executive Officer of TowerJazz. "The
company continues to execute on its operational and strategic plans. In this
past quarter, we announced the largest single customer manufacturing
engagement in the company history, which includes advanced flows in the
Nishiwaki, Japan factory, increased activities in both Migdal Haemek factories
and the operation of a jointly built epitaxial center for super junction
families. These engagements with Vishay Siliconix are multi-year through
2018. We have continued to make strong progress in growing markets such as
Front End Module for mobile communication, power management and high-end image
sensors. This is evidenced in the record number of new masks that have entered
our factories, this being the last step leading to production revenue ramp. We
have done this whilst making the company more efficient as evidenced in our
EBITDA performance." 

Ellwanger further commented: "Additionally, we are in the final stages of
signing a unique contract in Japan, which we believe will be a significant
model for multiple Japanese Integrated Device Makers, and as well we are in
advanced stages of an enabling agreement for one of our strong strategic
initiatives. We look forward to this evening's call and giving added flavor to
the key activities of the last months."

Third quarter 2012 results summary

Third quarter 2012 revenue reached $154.6 million. Revenues were in line with
the Company's guidance range of between $152 to $162 million. Third quarter
2012 revenue represents a decline of 8 percent compared to the previous
quarter and 12 percent compared with third quarter 2011 revenue of $176.1
million.

On a non-GAAP basis, as described and reconciled below, the third quarter 2012
gross profit was $57 million, representing a 37 percent gross margin, higher
than the 33 percent gross margin for the third quarter of 2011.

Operating profit on a non-GAAP basis in the third quarter of 2012 was $40
million, or operating margin of 26 percent, compared with operating profit of
$39 million, or operating margin of 22 percent, as achieved in the third
quarter of 2011.

The improvement in margins are as a result of the efficiency measures that
management has executed, including the cost reduction plan in the Japanese
facility, with the aim of lowering operating expenses by more than $30 million
on an annual basis.

On a GAAP basis, net loss in the third quarter of 2012 was $18 million or
$0.84 per share as compared to $2 million net profit or $0.09 per share in the
third quarter of 2011. As compared to the same quarter last year, financing
expenses increased significantly mainly due to GAAP, non-cash financing
expenses resulting from the changes in the fair market value of part of our
debentures and warrants which are recorded at fair market value per GAAP and
from the effect of the NIS/USD exchange rate changes on our NIS denominated
debentures. Excluding financing expenses and the net effect of the one-time
gain from the sale of the Company's investment in HHNEC in the third quarter
of 2011, net loss in the quarter was reduced by $6 million compared with that
of the third quarter last year.

On a non-GAAP basis, net profit in the third quarter of 2012 was $32 million
or $1.47 per share, representing a 20 percent net margin. This is compared to
$32 million or $1.50 per share, representing a 18 percent net margin in the
third quarter of 2011.

EBITDA for the third quarter of 2012 was $40 million, a 2 percent increase as
compared to $39 million in the third quarter of 2011, excluding the one-time
gain from realization of investment in HHNEC in 2011.

Net cash from operating activities for the third quarter of 2012 amounted to
$15 million, or $26 million excluding one-time reorganization payments of $11
million related to the previously announced efficiency and cost reduction plan
in its Japanese facility resulting in $30 million of savings on an annual
basis.

The Company's cash and short-term deposits balance as of September 30, 2012
was $161 million as compared to $101 million as of December 31, 2011. In
addition, during October 2012, the company successfully completed a private
placement and raised $25 million, in an expansion of its long-term debentures
series F, due December 2015 and December 2016.

Financial Guidance

TowerJazz forecasts revenues of $147 to $157 million in the fourth quarter of
2012.

Conference Call and Web Cast Announcement

TowerJazz will host a conference call to discuss third quarter 2012 results
today, November 15 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
+972-3-918-0644 (international) and mention ID code: TOWER-JAZZ. Callers in
Israel are invited to call locally by dialing 03-918-0644. 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, one time gain from acquisition
and one time gain from the sale of HHNEC shares, (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, one time gain from acquisition
and one time gain from the sale of HHNEC shares, 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 ramp of new technologies at Nishiwaki and engaging new
customers to utilize the Nishiwaki fab at levels that will cover all of its
cost; (xxviii) meeting regulatory requirements worldwide; and (xxix) 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)

                                     September 30,          June 30,           December 31,
                                         2012                 2012                 2011
                                      (Unaudited)          (Unaudited)
     A S S E T S

       CURRENT ASSETS
        Cash and short-term deposits  $   160,973     $       170,661     $        101,149
        Trade accounts receivable          85,605              91,928               75,350
        Other receivables                   2,710               6,783                5,000
        Inventories                        74,047              64,294               69,024
        Other current assets               18,625              14,716               15,567
         Total current assets             341,960             348,382              266,090

         LONG-TERM INVESTMENTS             12,514              12,555               12,644

         PROPERTY AND EQUIPMENT, NET      466,523             472,592              498,683

         INTANGIBLE ASSETS, NET            51,293              52,620               58,737

         GOODWILL                           7,000               7,000                7,000

         OTHER ASSETS, NET                 14,132              14,715               14,067

          TOTAL ASSETS                 $  893,422     $       907,864     $        857,221

     LIABILITIES AND SHAREHOLDERS' EQUITY

      CURRENT LIABILITIES
       Short term debt                 $   56,970     $        41,619     $         48,255
       Trade accounts payable              90,187              96,743              111,620
       Deferred revenue                     3,323               4,835                5,731
       Other current liabilities           62,427              66,608               64,654
        Total current liabilities         212,907             209,805              230,260

        LONG-TERM DEBT (*)                285,134             402,234              301,610

        LONG-TERM CUSTOMERS' ADVANCES       7,415               7,447                7,941

        EMPLOYEE RELATED LIABILITES        87,301              87,149               97,927

        DEFERRED TAX LIABILITY             31,377              25,782               20,428

        OTHER LONG-TERM LIABILITIES        21,745              23,721               24,352

         Total liabilities                645,879             756,138              682,518

            SHAREHOLDERS' EQUITY (*)      247,543             151,726              174,703

    TOTAL LIABILITIES AND
    SHAREHOLDERS' EQUITY               $  893,422     $       907,864     $        857,221

    (*) In accordance with ASC 470-20 (formerly EITF 98-5 and EITF 00-27), a Beneficial
    Conversion Feature (BCF) exists for bonds series F, which has been measured in
    accordance with such standards at $110 thousands, classified as an
    increase in shareholders' equity with a correspondence decrease in the carrying value
    of the debentures presented as long term liabilities; said amount will be accreted
    through the remaining life of the debentures to the non-cash financing expenses.


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

                                                                      Three months ended
                                                                        September 30,
                                                                      2012           2011
                                                                      GAAP           GAAP

          REVENUES                                              $  154,594      $ 176,112

          COST OF REVENUES                                         135,465        159,780

              GROSS PROFIT                                          19,129         16,332

          OPERATING COSTS AND EXPENSES

             Research and development                                8,179          6,526
             Marketing, general and administrative                  11,463         14,425

                                                                    19,642         20,951

              OPERATING LOSS                                          (513)        (4,619)

          INTEREST EXPENSES, NET                                    (8,073)        (7,299)

          OTHER FINANCING INCOME (EXPENSE), NET                     (7,819)         8,673

          OTHER INCOME (EXPENSE), NET                                 (101)        14,020

              PROFIT (LOSS) BEFORE INCOME TAX                      (16,506)        10,775

          INCOME TAX EXPENSE                                        (1,653)        (8,936)

              PROFIT (LOSS) FOR THE PERIOD                       $ (18,159)      $  1,839

    BASIC EARNINGS (LOSS) PER ORDINARY SHARE (*)

          basic earnings (loss) per ordinary share               $   (0.84)      $   0.09

            Weighted average number of ordinary
              shares outstanding - in thousands                     21,539         21,140

    (*)   Earning (Loss) per ordinary share includes the effect of the reverse stock
          split of one-for-fifteen 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)

                                Nine months ended   Nine months ended   Nine months ended
                                     September 30,       September 30,       September 30,
                                2012          2011  2012          2011  2012         2011
                                     non-GAAP       Adjustments (see a,
                                                    b, c, d, e, f, g
                                                    below)       

    REVENUES                   $ 491,244 $ 436,439 $     --    $    --  $ 491,244 $436,439

    COST OF REVENUES             307,119   275,290  113,910(a)  93,898(a) 421,029  369,188

      GROSS PROFIT               184,125   161,149 (113,910)   (93,898)    70,215   67,251

    OPERATING COSTS AND EXPENSES

     Research and development     21,937    16,311    1,824(b)   1,296 (b) 23,761   17,607
     Marketing, general and
    administrative                29,434    29,172    4,224(c)   5,770 (c) 33,658   34,942
     Acquisition related and
     reorganization costs             --        --    5,789(d)   1,493 (d)  5,789    1,493

                                  51,371    45,483   11,837      8,559     63,208   54,042

      OPERATING PROFIT           132,754   115,666 (125,747)  (102,457)     7,007   13,209

    INTEREST EXPENSES, NET       (23,161)  (21,686)      --(e)      -- (e)(23,161) (21,686)

    OTHER FINANCING EXPENSE, NET      --        --  (19,969)(e) (6,653)(e)(19,969)  (6,653)
                                                                  
    GAIN FROM ACQUISITON              --        --       --     19,467 (d)     --   19,467

    OTHER INCOME (EXPENSE), NET   (1,120)     (442)      --     14,058 (f) (1,120)  13,616

      PROFIT (LOSS) BEFORE
      INCOME TAX                 108,473    93,538 (145,716)   (75,585)   (37,243)  17,953

    INCOME TAX BENEFIT
    (EXPENSE)                      1,085    (3,416) (10,722)(g)(16,366)(g) (9,637) (19,782)
                                                  
      NET PROFIT (LOSS) FOR
      THE PERIOD             $   109,558  $ 90,122 $(156,438) $(91,951)  $(46,880) $(1,829)

     BASIC EARNINGS
     PER ORDINARY SHARE (*)  $      5.42  $   4.56

     NON-GAAP GROSS MARGINS           37%       37%

     NON-GAAP OPERATING MARGINS       27%       27%

     NON-GAAP NET MARGINS             22%       21%

    (a) Includes depreciation and amortization expenses in the amounts of $113,207 and
        $93,029 and stock based compensation expenses in the amounts of $703
        and $869 for the nine months ended September 30, 2012 and 2011, respectively.

    (b) Includes depreciation and amortization expenses in the amounts of $1,271 and
        $648 and stock based compensation expenses in the amounts of $553 and
        $648 for the nine months ended September 30, 2012 and 2011, respectively.

    (c) Includes depreciation and amortization expenses in the amounts of $913 and
        $1,072 and stock based compensation expenses in the amounts of $3,311 and
        $4,698 for the nine months ended September 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) Includes gain from the sale of HHNEC shares.
    (g) Non-GAAP income tax expenses include taxes paid during the period.

    (*) Share amounts reflect the one-to-fifteen reverse stock split effected on August
        5, 2012.
        Fully diluted earnings per shares according to non-GAAP results would be $1.77
        and $1.89 for the nine months ended September 30, 2012 and September
        30, 2011, respectively, and the weighted average number of shares outstanding
        would be 68,042 thousands and 48,049 thousands for these periods.

   
                            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 ended    Three months ended   Three months ended
                                September 30,          September 30,       September 30,
                             2012           2011   2012          2011   2012          2011
                                                 Adjustments (see a, b,
                                  non-GAAP          c, d, e, f below)          GAAP

    REVENUES                $ 154,594  $ 176,112  $    --   $      --  $ 154,594 $ 176,112

    COST OF REVENUES           97,181    118,658   38,284 (a)  41,122(a) 135,465   159,780

      GROSS PROFIT             57,413     57,454  (38,284)    (41,122)    19,129    16,332

    OPERATING COSTS AND EXPENSES

     Research and development   7,579      6,059      600 (b)     467 (b)  8,179     6,526
     Marketing, general and
     administrative            10,093     12,363    1,370 (c)   2,062 (c) 11,463    14,425

                               17,672     18,422    1,970       2,529     19,642    20,951

      OPERATING PROFIT (LOSS)  39,741     39,032  (40,254)    (43,651)      (513)   (4,619)

    INTEREST EXPENSES, NET     (8,073)    (7,299)      -- (d)      -- (d) (8,073)   (7,299)

    OTHER FINANCING INCOME
    (EXPENSE), NET                 --         --   (7,819)(d)   8,673 (d) (7,819)    8,673

    OTHER INCOME (EXPENSE), NET  (101)       (38)      --      14,058 (e)   (101)   14,020

      PROFIT (LOSS) BEFORE
      INCOME TAX               31,567     31,695  (48,073)    (20,920)   (16,506)   10,775

    INCOME TAX EXPENSE             --         --   (1,653)(f)  (8,936)(f) (1,653)   (8,936)

      NET PROFIT (LOSS) FOR
      THE PERIOD            $  31,567  $  31,695 $(49,726)   $(29,856) $ (18,159)  $ 1,839

     BASIC EARNINGS
     PER ORDINARY SHARE (*) $    1.47  $    1.50

     NON-GAAP GROSS MARGINS        37%        33%

     NON-GAAP OPERATING MARGINS    26%        22%

     NON-GAAP NET MARGINS          20%        18%

    (a) Includes depreciation and amortization expenses in the amounts of $38,100 and $40,819
        and stock based compensation expenses in the amounts of $184 and $303 for the three
        months ended September 30, 2012 and 2011, respectively.
    (b) Includes depreciation and amortization expenses in the amounts of $457 and $289 and
        stock based compensation expenses in the amounts of $143 and $178 for the three
        months ended September 30, 2012 and 2011, respectively.
    (c) Includes depreciation and amortization expenses in the amounts of $288 and $369
        and stock based compensation expenses in the amounts of $1,082 and $1,693 for the
        three months ended September 30, 2012 and 2011, respectively.
    (d) Non-GAAP financing expense, net includes only interest on an accrual basis.
    (e) Includes gain from the sale of HHNEC shares
    (f) Non-GAAP income tax expenses include taxes paid during the period.
    (*) Share amounts reflect the one-to-fifteen reverse stock split effected on August
        5, 2012.
        Fully diluted earnings per shares according to non-GAAP results would be $0.65 and
        $0.65 for the three months ended September 30, 2012 and September 30, 2011,
        respectively, and the weighted average number of shares outstanding would be
        48,941 thousands and 48,730 thousands for these periods.



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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