FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of November 2003
TOWER SEMICONDUCTOR LTD.
(Translation of registrant's name into English)
P.O. BOX 619, MIGDAL HAEMEK, ISRAEL 10556
(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 [X] Form 40-F[_]
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 [X]
On November 2, 2003, the Registrant announced its financial results for the
three and nine months ended September 30, 2003. Attached hereto is the press
release announcing the results.
This Form 6-K is being incorporated by reference in all effective
registration statements filed by us under the Securities Act of 1933.
NEWS RELEASE
TOWER SEMICONDUCTOR LTD. ANNOUNCES
THIRD QUARTER AND NINE MONTHS 2003 RESULTS
MIGDAL HAEMEK, Israel-- November 2, 2003-- Tower Semiconductor Ltd. (NASDAQ:
TSEM; TASE: TSEM) today announced results for the third quarter and nine months
ended September 30, 2003.
Sales for the third quarter of 2003 were $16.1 million, an increase of 25
percent over sales of $12.9 million in the prior quarter. In the third quarter
of 2002, the company reported revenues of $16.2 million, which were comprised of
$12.2 million in sales from operations and $4.0 million from a
technology-transfer revenue.
Total third quarter loss was $37.1 million, or $0.77 per share, compared with a
loss of $16.8 million, or $0.37 per share, for the second quarter of 2003, and
compared with a loss of $14.5 million, or $0.48 per share, for the third quarter
of 2002. The increase in loss results mainly from the commencement of Fab 2
depreciation and amortization expenses, which totaled $17.3 million for the
quarter.
Sales for the nine months ended September 30, 2003, were $41.5 million, versus
revenues of $36.2 million for the nine months ended September 30, 2002, which
were comprised of $32.2 million in sales from operations and $4.0 million from a
technology-transfer revenue.
The company reported a loss of $68.3 million, or $1.49 per share, for the nine
months ended September 30, 2003, compared with a loss of $37.8 million, or $1.34
per share, in the nine months ended September 30, 2002.
"In the third quarter, Tower began to recognize Fab 2 sales in its financial
results. This is a significant milestone for our customers, our investors and
us. We are encouraged by the general improvement in demand for wafer-foundry
services, and remain focused on ramping our 0.18-micron wafer outputs for the
next several quarters. Accordingly, we are expecting moderate sales growth for
the fourth quarter," said Carmel Vernia, chairman and CEO of Tower
Semiconductor.
Tower's two fabs generated positive results during the reporting period. The
third quarter marked the sixth consecutive quarter that Tower's Fab 1 had
positive cash flow from operations. Fab 2 began to generate production revenue
from 0.18-micron wafers during the quarter, with SanDisk Corporation
representing the fab's largest customer.
Fab 2 capacity installation continues to progress on schedule. The company
expects Fab 2 to achieve 8,500 wafer starts per month at the 0.18-micron
technology node by year-end.
In addition to Fab 1's continuing strong presence in the CMOS image-sensor
market, Fab 2 is already in the advanced stages of developing prototype CMOS
image sensors using 0.18-micron technology. Tower seeks to broaden its position
in the CMOS image-sensor market by offering differentiated and value-added
services and technologies.
Harold Blomquist announced his resignation as CEO of Tower Semiconductor USA and
senior vice president of Tower Semiconductor, Ltd. for personal reasons. Company
management intends to quickly identify a qualified replacement.
Tower will host a conference call to discuss these results on Monday, November
3, 2003, at 11:00 a.m. Eastern time / 18:00 Israel time. To participate, call
1-800-915-4836 (U.S. toll-free number) or 1-973-317-5319 (international) and
mention ID code: TOWER. Callers in Israel are invited to call local 03-925-5910.
The conference call also will be webcast live at www.companyboardroom.com and at
www.towersemi.com, and will be available thereafter on both Web sites for replay
for 90 days, starting at 2:00 p.m. Eastern time on the day of the call.
FINANCIAL TABLES ATTACHED
About Tower Semiconductor Ltd.
Tower Semiconductor Ltd. is a pure-play independent wafer foundry established in
1993. The company manufactures integrated circuits with geometries ranging from
1.0 to 0.18 microns; it also provides complementary technical services and
design support. In addition to digital CMOS process technology, Tower offers
advanced non-volatile memory solutions, mixed-signal and CMOS image-sensor
technologies. To provide world-class customer service, the company maintains two
manufacturing facilities: Fab 1 has process technologies from 1.0 to 0.35
microns and can produce up to 20,000 150mm wafers per month. Fab 2 features
0.18-micron and below process technologies, including foundry-standard
technology. When complete, Fab 2 is expected to offer full production capacity
of 33,000 200mm wafers per month. The Tower Web site is located at
www.towersemi.com.
Safe Harbor
This press release includes forward-looking statements, which are subject to
risks and uncertainties. Our actual results may vary from those projected or
implied by such forward-looking statements. Potential risks and uncertainties
include, without limitation, risks and uncertainties associated with (i) Our
need to complete our financing package with our banks, which is a condition to
receipt of the remainder of the fifth milestone payment from our wafer and
equity investors in the amount of approximately $25.1 million, (ii) Our need to
amend our previously approved revised fifth milestone arrangements with our
wafer and equity partners to conform the fifth milestone terms to the
arrangements we have concluded with our banks, (iii) Our need to obtain
shareholders approval to our further revised fifth milestone arrangements and
our financing package with our banks, (iii) obtaining the approval of the
Israeli Investment Center to extend the five-year investment period under our
Fab 2 approved enterprise program and of amendments to our modified business
plan, (iv) market acceptance and competitiveness of the products to be
manufactured by us for customers using these technologies, as well as obtaining
additional business from new and existing customers, (v) our need to renegotiate
our credit arrangements with our banks, to restructure certain financial
covenants and to extend the deadlines by which we were and are required to meet
the fifth and sixth milestones, which, in the absence of a renegotiated
agreement, would result in an event of default under the credit facility in
which event our banks would have the right to call our loans and exercise their
liens against our assets and we would most likely face claims from our wafer
partners, financial investors and the Investment Center, (vi) our ability to
obtain additional financing for the Fab 2 project from equity and/or wafer
partners, the Israeli Investment Center, our banks, and/or other sources, as
required under the Fab 2 business plan and pursuant to our agreements with our
wafer and equity partners, banks and the Israeli Investment Center, (vii)
ramp-up of production at Fab 2 (viii) completion of the development and/or
transfer of advanced process technologies to be utilized in our existing
facility and in Fab 2, (ix) initial production difficulties we may experience in
connection with the functionality of the equipment installed in Fab 2 during its
early manufacturing period , and (x) conditions in the market for foundry
manufacturing services and for semiconductor products generally . 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 at "Risk Factors" in our most recent Annual
Report on Form 20-F and form F-3, as were filed with the Securities and Exchange
Commission and the Israel Securities Authority.
# # #
INVESTOR RELATIONS CONTACT
Sheldon Lutch
Fusion IR & Communications
+1 (212) 268 1816
sheldon@fusionir.com
PR AGENCY CONTACT
Bruce Hokanson
Loomis Group
+1 (360) 574 4000
hokanson@loomisgroup.com
CORPORATE CONTACT
Doron Simon
Tower Semiconductor USA
+1 (408) 330 6888
pr@towersemi.com
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA AND PER SHARE DATA)
AS OF SEPTEMBER 30, DECEMBER 31,
------------------- ------------
2003 2002 2002
------------ ------------ ------------
(UNAUDITED)
-------------------------------------
A S S E T S
CURRENT ASSETS
CASH AND CASH EQUIVALENTS $ 4,218 $ 7,046 $ 7,857
SHORT-TERM INTEREST-BEARING DEPOSITS 2,500 11,500 10,500
CASH AND SHORT-TERM INTEREST-BEARING DEPOSITS
DESIGNATED FOR INVESTMENTS RELATING TO FAB 2 1,659 34,743 51,338
TRADE ACCOUNTS RECEIVABLE (NET OF ALLOWANCE FOR
DOUBTFUL ACCOUNTS OF $110, $250 AND $155, RESPECTIVELY) 9,302 5,082 7,456
OTHER RECEIVABLES 14,564 21,338 21,322
INVENTORIES 17,058 10,085 10,201
OTHER CURRENT ASSETS 1,681 2,030 1,407
--------------- --------------- ---------------
Total current assets 50,982 91,824 110,081
--------------- --------------- ---------------
LONG-TERM INVESTMENTS
LONG-TERM INTEREST-BEARING DEPOSITS
DESIGNATED FOR INVESTMENTS RELATING TO FAB 2 11,945 11,544 11,893
OTHER LONG-TERM INVESTMENTS 6,000 6,000 6,000
--------------- --------------- ---------------
17,945 17,544 17,893
--------------- --------------- ---------------
PROPERTY AND EQUIPMENT, NET 576,425 435,485 493,074
--------------- --------------- ---------------
OTHER ASSETS 105,260 84,913 95,213
=============== =============== ===============
TOTAL ASSETS $ 750,612 $ 629,766 $ 716,261
=============== =============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
SHORT-TERM DEBT $ 4,000 $ 4,000 $ 4,000
TRADE ACCOUNTS PAYABLE 65,772 54,559 76,083
OTHER CURRENT LIABILITIES 9,382 8,819 8,071
--------------- --------------- ---------------
Total current liabilities 79,154 67,378 88,154
LONG-TERM DEBT 347,000 254,000 253,000
CONVERTIBLE DEBENTURES 25,552 23,369 24,121
LONG-TERM LIABILITY IN RESPECT
OF CUSTOMERS' ADVANCES 46,920 32,578 47,246
OTHER LONG-TERM LIABILITIES 5,869 5,332 5,406
--------------- --------------- ---------------
Total liabilities 504,495 382,657 417,927
--------------- --------------- ---------------
SHAREHOLDERS' EQUITY
ORDINARY SHARES, NIS 1 PAR VALUE - AUTHORIZED
100,000,000 SHARES; ISSUED 50,079,146, 31,511,228
AND 44,735,532 SHARES, RESPECTIVELY 12,479 8,537 11,294
ADDITIONAL PAID-IN CAPITAL 415,645 338,777 400,808
SHAREHOLDER RECEIVABLES AND UNEARNED COMPENSATION -26 -74 -53
ACCUMULATED DEFICIT -172,909 -91,059 -104,643
--------------- --------------- ---------------
255,189 256,181 307,406
TREASURY STOCK, AT COST - 1,300,000 SHARES -9,072 -9,072 -9,072
--------------- --------------- ---------------
Total shareholders' equity 246,117 247,109 298,334
=============== =============== ===============
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 750,612 $ 629,766 $ 716,261
=============== =============== ===============
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except share data and per share data)
NINE MONTHS ENDED THREE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
-------------------------- ------------------------ ------------
2003 2002 2003 2002 2002
------------ ----------- ------------ ---------- ------------
(unaudited) (unaudited)
-------------------------- ------------------------
SALES $ 41,545 $ 36,229 $ 16,074 $ 16,187 $ 51,801
COST OF SALES 75,816 49,956 38,548 21,078 67,022
----------- ----------- ---------- ---------- ---------
GROSS LOSS -34,271 -13,727 -22,474 -4,891 15,221
----------- ----------- ---------- ---------- ---------
OPERATING COSTS AND EXPENSES
RESEARCH AND DEVELOPMENT 12,551 10,184 3,895 3,642 17,031
MARKETING, GENERAL AND ADMINISTRATIVE 17,064 11,807 6,300 4,680 17,091
----------- ----------- ---------- ---------- ---------
29,615 21,991 10,195 8,322 34,122
=========== =========== ========== ========== =========
OPERATING LOSS -63,886 -35,718 -32,669 -13,213 49,343
FINANCING EXPENSE, NET -4,293 -2,100 -4,264 -1,300 -2,104
OTHER INCOME (EXPENSE), NET -87 -- -153 -- 45
----------- ----------- ---------- ---------- ---------
LOSS FOR THE PERIOD $ -68,266 $ -37,818 $ -37,086 $ -14,513 $ -51,402
=========== =========== ========== ========== =========
BASIC LOSS PER ORDINARY SHARE
(**) Loss per share $ -1.49 $ -1.34 $ -0.77 $ -0.48 $ -1.63
=========== =========== ========== ========== =========
WEIGHTED AVERAGE NUMBER OF ORDINARY
SHARES OUTSTANDING - IN THOUSANDS 45,788 28,129 48,360 30,211 31,523
=========== =========== ========== ========== =========
(**) Basic and diluted loss per share in accordance with U.S. GAAP would be
$1.49 and $0.77 for the nine and three months ended September 30, 2003
[$1.34 and $0.48 in the nine and three months ended September 30, 2002,
respectively and $1.63 for the year ended December 31, 2002].
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 4, 2003 By: /s/ Amir Harel
--------------------
Amir Harel
Chief Financial Officer