FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the month of November 2019 No.1

TOWER SEMICONDUCTOR LTD.

(Translation of registrant's name into English)

Ramat Gavriel Industrial Park

P.O. Box 619, Migdal Haemek, Israel 2310502

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐    No ☒

On November 13, 2019, the Registrant announced its financial results for the nine and the three months ended September 30, 2019. Attached hereto is the following exhibit.

SIGNATURES

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, thereunto duly authorized.

	TOWER SEMICONDUCTOR LTD.
Date: November 13, 2019	By:	/s/ Nati Somekh
		Name:  Nati Somekh
		Title:  Corporate Secretary

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TowerJazz Announces Third Quarter 2019 Results

Presents Sequential Increase in Revenues, Gross and Operating Profit,

EBITDA, Net Profit and Free Cash Flow

Third Quarter Results Overview

 

 

 

 

 

Business Outlook

TowerJazz expects revenues for the fourth quarter of 2019 of approximately $312 million, with an upward or downward range of 5%.

 

Teleconference and Webcast

 

TowerJazz will host an investor conference call today, Wednesday, November 13, 2019, at 10:00a.m. Eastern time (9:00a.m. Central time, 8:00a.m. Mountain Time, 7:00a.m. Pacific Time and 5:00p.m. Israel time). Management will discuss the Company’s financial results for the third quarter of 2019 and present its outlook.

 

This call will be webcast and can be accessed via TowerJazz’s website at www.towerjazz.com, or can also be accessed by calling the following numbers: U.S. Toll Free: 1-888-407-2553; Israel: 03-918-0610; International: +972-3-918-0610. The teleconference will be available for replay for 90 days.

 

The Company presents its financial statements in accordance with U.S. GAAP.  The financial information included in the tables below includes unaudited condensed financial data. Some of the financial information in this release and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, which we describe in this release as “adjusted” financial measures, is non-GAAP financial measures as defined in Regulation G and related reporting requirements promulgated by the Securities and Exchange Commission as they apply to our Company. These adjusted financial measures are calculated excluding one or more of the following: (1) amortization of acquired intangible assets and (2) compensation expenses in respect of equity grants to directors, officers and employees. These adjusted 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 adjusted financial measures, as well as a reconciliation between the adjusted financial measures and the comparable GAAP financial measures. As used and/ or presented in this release and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, as well as calculated in the tables herein, the term Earnings Before Interest Tax Depreciation and Amortization (EBITDA) consists of net profit in accordance with GAAP, excluding interest and other financing expense, net, other income, net, taxes, non-controlling interest, depreciation and amortization expense and stock-based compensation expense. EBITDA is reconciled in the tables below from GAAP operating profit. 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 adjusted financial information presented herein and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, should not be considered in isolation or as a substitute for operating profit, net profit or loss, cash flows provided by operating, investing and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP. The term Net Cash, as used and/ or presented in this release and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, is comprised of cash, cash equivalents, short-term deposits and marketable securities less debt amounts as presented in the balance sheets included herein. The term Net Cash is not a required GAAP financial measure, may not be comparable to a similarly titled measure employed by other companies and should not be considered in isolation or as a substitute for cash, debt, operating profit, net profit or loss, cash flows provided by operating, investing and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP. The term Free Cash Flow, as used and/ or presented in this release and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, is calculated to be cash from operating activities (in the amounts of $73 million, $72 million and $69 million for the three months periods ended September 30, 2019, June 30, 2019 and September 30, 2018, respectively and in the amounts of $220 million and $221 million for the nine months periods ended September 30, 2019 and September 30, 2018, respectively) less cash for investments in property and equipment, net (in the amounts of $43 million, $44 million and $41 million for the three months periods ended September 30, 2019, June 30, 2019 and September 30, 2018, respectively and in the amounts of $128 million and $121 million for the nine months periods ended September 30, 2019 and September 30, 2018, respectively). The term Free Cash Flow is not a required GAAP financial measure, may not be comparable to a similarly titled measure employed by other companies and should not be considered in isolation or as a substitute for operating profit, net profit or loss, cash flows provided by operating, investing and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP. With regards to our balance sheet as of September 30, 2019, as disclosed in Note 2Y to our annual financial statements for the year ended December 31, 2018, we implemented ASU 2016-02 “Leases” effective January 1, 2019 with regards to lease right-of-use assets and lease liabilities, which implementation resulted in our lease contracts value presentation under property and equipment, net, short-term debt and long-term debt as of September 30, 2019. In addition, short-term debt as of September 30, 2019 includes $37 million of the first and second installment payments scheduled in March and September 2020 for series G bonds.

About TowerJazz

Noit Levy | TowerJazz | +972 4 604 7066 | Noit.levi@towerjazz.com

GK Investor Relations | Gavriel Frohwein, +1 (646) 688 3559 | towerjazz@gkir.com

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 and 6-K, as were filed with the Securities and Exchange Commission (the “SEC”) and the Israel Securities Authority. 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.

 

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(Financial tables follow)

 

		September 30,				June 30,				December 31,
		2019				2019				2018
		(unaudited)				(unaudited)
A S S E T S
CURRENT ASSETS
Cash and cash equivalents		$	417,636			$	405,158			$	385,091
Short-term deposits			159,230				147,032				120,079
Marketable securities			146,264				146,893				135,850
Trade accounts receivable			123,519				123,789				153,409
Inventories			187,902				174,806				170,778
Other current assets			21,571				22,374				22,752
Total current assets			1,056,122				1,020,052				987,959
LONG-TERM INVESTMENTS			36,662				36,874				35,945
PROPERTY AND EQUIPMENT, NET			703,569				707,122				657,234
INTANGIBLE ASSETS, NET			10,800				11,279				13,435
GOODWILL			7,000				7,000				7,000
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET			90,269				89,171				88,404
TOTAL ASSETS		$	1,904,422			$	1,871,498			$	1,789,977
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt		$	64,774			$	45,173			$	10,814
Trade accounts payable			104,366				92,747				104,329
Deferred revenue and customers' advances			6,539				7,975				20,711
Other current liabilities			59,065				65,904				67,867
Total current liabilities			234,744				211,799				203,721
LONG-TERM DEBT			254,683				275,914				256,669
LONG-TERM CUSTOMERS' ADVANCES			32,843				27,230				28,131
LONG-TERM EMPLOYEE RELATED LIABILITIES			13,818				14,295				13,898
DEFERRED TAX AND OTHER LONG-TERM LIABILITIES			45,598				47,403				51,353
TOTAL LIABILITIES			581,686				576,641				553,772
TOTAL SHAREHOLDERS' EQUITY			1,322,736				1,294,857				1,236,205
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	1,904,422			$	1,871,498			$	1,789,977

		N i n e   m o n t h s   e n d e d
		September 30,
		2019				2018
REVENUES		$	928,293			$	970,444
COST OF REVENUES			753,454				753,130
GROSS PROFIT			174,839				217,314
OPERATING COSTS AND EXPENSES:
Research and development			56,702				54,675
Marketing, general and administrative			50,319				47,935
			107,021				102,610
OPERATING PROFIT			67,818				114,704
FINANCING AND OTHER INCOME (EXPENSE), NET			1,247				(11,719	)
PROFIT BEFORE INCOME TAX			69,065				102,985
INCOME TAX EXPENSE, NET			(588	)			(6,121	)
PROFIT BEFORE NON CONTROLLING INTEREST			68,477				96,864
NON CONTROLLING INTEREST			864				642
NET PROFIT		$	69,341			$	97,506
BASIC EARNINGS PER SHARE		$	0.65			$	0.98
Weighted average number of shares			106,103				99,186
DILUTED EARNINGS PER SHARE		$	0.65			$	0.96
Net profit used for diluted earnings per share		$	69,341			$	97,506
Weighted average number of shares			107,252				101,424
RECONCILIATION FROM GAAP NET PROFIT TO ADJUSTED NET PROFIT:
GAAP NET PROFIT		$	69,341			$	97,506
Stock based compensation			11,482				8,755
Amortization of acquired intangible assets			2,627				4,940
ADJUSTED NET PROFIT		$	83,450			$	111,201
ADJUSTED EARNINGS PER SHARE:
Basic		$	0.79			$	1.12
Diluted		$	0.78			$	1.10