FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of November 2007
TOWER SEMICONDUCTOR LTD.
(Translation of registrant's name into English)
RAMAT GAVRIEL INDUSTRIAL PARK
P.O. BOX 619, MIGDAL HAEMEK, ISRAEL 23105
(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 6, 2007, the Registrant announced its financial results for the
nine and three months ended September 30, 2007. Attached hereto is a copy of the
press release.
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 6, 2007 By: /s/ Nati Somekh Gilboa
--------------------------
Nati Somekh Gilboa
Corporate Secretary
TOWER SEMICONDUCTOR REPORTS 28 PERCENT REVENUE
GROWTH FOR FIRST NINE MONTHS OF 2007
THIRD QUARTER REPRESENTS 10 PERCENT REVENUE GROWTH YEAR-OVER-YEAR;
MIDRANGE REVENUE GUIDANCE OF 12 PERCENT SEQUENTIAL GROWTH
FOR FOURTH QUARTER OF 2007
MIGDAL HAEMEK, Israel - November 6, 2007 - Tower Semiconductor Ltd. (Nasdaq:
TSEM, TASE: TSEM), an independent specialty foundry, today announced financial
results for the third quarter ended September 30, 2007.
THIRD QUARTER HIGHLIGHTS
o Achieved record nine month revenue of $169.2 million representing
year-over-year growth of approximately 28 percent
o Achieved positive cash flow from operations for the fourth consecutive
quarter and positive EBITDA for the eighth consecutive quarter
o Won high-volume Fab 2 manufacturing deal with first-tier U.S. IDM
o Secured funding and announced plan to further increase Fab 2 capacity
to beyond 30,000 wafers-per-month.
Revenue for the third quarter was $56.6 million, representing an increase of 10
percent when compared to revenue of $51.5 million reported in the third quarter
of 2006. For the nine months ended September 30, 2007, total revenue was $169.2
million, representing an increase of 28 percent when compared to revenue of
$131.9 million reported in the same period one year ago.
Non-GAAP gross profit and operating profit (as described and reconciled below)
for the nine months ended September 30, 2007, totaled to $60.5 million and $34.9
million, respectively; and non-GAAP gross profit and operating profit (as
described and reconciled below) for the third quarter of 2007 totaled $20.5
million and $11.6 million, respectively. Calculated in accordance with Generally
Accepted Accounting Principles (GAAP), net loss for the third quarter of 2007
was $33.4 million, or $0.27 per share, as compared to net income of $39.5
million, or $0.46 per share, in the same period one year ago, which included a
one-time restructuring gain of $80.1 million. Excluding the restructuring gain,
third quarter 2007 net loss improved by $7.2 million from $40.6 million in the
third quarter of 2006.
"During the third quarter we continued to achieve positive EBITDA and positive
cash flow from operations," said Russell Ellwanger, Chief Executive Officer of
Tower. "The recent win of a high-volume bid for Fab 2 from a first tier US IDM
should be the most significant manufacturing contract that has been secured
during my time with the company. With the new tools that we recently purchased,
originating at companies such as AMD and Intel, we will be able to fully satisfy
our current customers' demand which currently exceeds our capacity as well as
begin to satisfy this new high-volume contract. Our fourth quarter customer
demand is strong and we look forward to achieving the financial milestone of a
quarter of a billion dollars revenue on an annual basis while implementing our
plans to improve bottom line performance."
BUSINESS OUTLOOK:
Tower forecasts revenue in the fourth quarter 2007 to range between $61 and $65
million, representing midrange sequential revenue growth of 12 percent. As a
result, Tower expects its fiscal 2007 revenues to be between $230 and $234
million, representing midrange annual revenue growth of 24 percent over 2006
revenues.
THIRD QUARTER 2007 FINANCIAL RESULTS CONFERENCE CALL AND WEB CAST
Tower will host a conference call to discuss these results on Tuesday, November
6, 2007, at 10 a.m. Eastern Standard Time / 5 p.m. Israel time. To participate,
please call: 1-888-668-9141 (U.S. toll-free number) or 972-3-918-0688
(international) and mention ID code: TOWER. Callers in Israel are invited to
call locally by dialing 03-918-0688. The conference call will also be Web cast
live at http://www.earnings.com and at www.towersemi.com and will be available
thereafter on both Web sites for replay for 90 days, starting at approximately 2
p.m. Eastern Standard Time on the day of the call.
As used in this release, the term EBITDA consists of loss, according to GAAP
(Generally Accepted Accounting Principles), excluding interest and financing
expenses (net), tax and depreciation and amortization expenses. EBITDA is not a
required GAAP financial measure and may not be comparable to a similarly titled
measure employed by other companies. EBITDA 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, or other income
or cash flow statement data prepared in accordance with 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 expenses and (2) compensation
expenses in respect of options granted to directors, officers and employees.
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 a reconciliation between the non-GAAP financial measures and the most
comparable GAAP financial measures. The non-GAAP financial information presented
herein should not be considered in isolation from or as a substitute for
operating income, net income or loss, cash flows provided by operating,
investing and financing activities, or other income or cash flow statement data
prepared in accordance with GAAP.
ABOUT TOWER SEMICONDUCTOR LTD.
Tower Semiconductor Ltd. (Nasdaq: TSEM, TASE: TSEM) is an independent specialty
foundry that delivers customized solutions in a variety of advanced CMOS
technologies, including digital CMOS, mixed-signal and RF (radio frequency)
CMOS, CMOS image sensors, power management devices, and embedded non-volatile
memory solutions. Tower's customer orientation is complemented by its
uncompromising attention to quality and service. Its specialized processes and
engineering expertise provides highly flexible, customized manufacturing
solutions to fulfill the increasing variety of customer needs worldwide.
Offering two world-class manufacturing facilities with standard and specialized
process technologies ranging from 1.0- to 0.13-micron, Tower Semiconductor
provides exceptional design support and technical services to help customers
sustain long-term, reliable product performance, while delivering on-time and
on-budget results. More information can be found at http://www.towersemi.com.
SAFE HARBOR
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. Potential risks and uncertainties include,
without limitation, risks and uncertainties associated with: (i) the completion
of the equipment installation, technology transfer and ramp-up of production in
Fab 2 and raising the funds therefor, (ii) the cyclical nature of the
semiconductor industry and the resulting periodic overcapacity, fluctuations in
operating results, future average selling price erosion that may be more severe
than our expectations, (iii) having sufficient funds to operate the company in
the short-term and the funding needs for its ramp-up plan, (iv) operating our
facilities at satisfactory utilization rates which is critical in order to
defray the high level of fixed costs associated with operating a foundry and
reduce our losses, (v) our ability to satisfy the covenants stipulated in our
amended credit facility agreement, (vi) our ability to capitalize on increases
in demand for foundry services, (vii) meeting the conditions to receive Israeli
government grants and tax benefits approved for Fab 2 and obtaining the approval
of the Israeli Investment Center for a new expansion program, (viii) attracting
additional customers, (ix) not receiving orders from our wafer partners and
customers, (x) failing to maintain and develop our technology processes and
services, (xi) competing effectively, (xii) our large amount of debt and our
ability to repay our short-term and long-term debt on a timely basis, (xiii)
achieving acceptable device yields, product performance and delivery times,
(xiv) the timely development, internal qualification and customer acceptance of
new processes and products, (xv) the entering into and the consummation of
agreements to purchase the equipment to increase Fab2 capacity beyond 24,000
wafers per month and timely installation thereof, and (xvi) business
interruption due to terror attacks, earthquakes, other acts of God and the
security situation in Israel.
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 our most recent filings on Forms 20-F, F-3 and 6-K, as were filed with the
Securities and Exchange Commission 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.
CONTACT:
Tower Semiconductor
Noit Levi, +972 4 604 7066
noitle@towersemi.com
or:
Shelton Group
Ryan Bright, (214) 315-7601
rbright@sheltongroup.com
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(DOLLARS IN THOUSANDS)
SEPTEMBER 30, JUNE 30,
-------- --------
2007 2007
-------- --------
A S S E T S
CURRENT ASSETS
CASH, CASH EQUIVALENTS AND DEPOSITS $ 42,600 $ 20,723
PROCEEDS RECEIVABLES RELATING PUBLIC OFFERING 13,932 --
TRADE ACCOUNTS RECEIVABLE 40,298 45,476
OTHER RECEIVABLES 1,260 2,769
INVENTORIES 35,431 37,691
OTHER CURRENT ASSETS 1,040 1,465
-------- --------
TOTAL CURRENT ASSETS 134,561 108,124
-------- --------
PROPERTY AND EQUIPMENT, NET 494,361 507,414
-------- --------
INTANGIBLE ASSETS, NET 36,386 39,482
-------- --------
OTHER ASSETS, NET 1,286 1,303
======== ========
TOTAL ASSETS $666,594 $656,323
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
CURRENT MATURITIES OF CONVERTIBLE DEBENTURES $ 7,340 $ 6,611
TRADE ACCOUNTS PAYABLE 39,480 55,922
OTHER CURRENT LIABILITIES 20,041 20,907
-------- --------
TOTAL CURRENT LIABILITIES 66,861 83,440
LONG-TERM DEBT FROM BANKS 362,162 360,689
DEBENTURES 116,865 58,609
LONG-TERM CUSTOMERS' ADVANCES 36,072 42,070
OTHER LONG-TERM LIABILITIES 15,397 19,441
-------- --------
TOTAL LIABILITIES 597,357 564,249
-------- --------
SHAREHOLDERS' EQUITY 69,237 92,074
======== ========
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $666,594 $656,323
======== ========
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA AND PER SHARE DATA)
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------------- ---------------------------------------
2007 2006 2005 2007 2006 2005
--------- --------- --------- --------- --------- ---------
GAAP GAAP GAAP GAAP GAAP GAAP
--------- --------- --------- --------- --------- ---------
REVENUES $ 169,235 $ 131,933 $ 70,928 $ 56,569 $ 51,503 $ 20,553
COST OF SALES 211,130 194,666 179,598 68,252 68,244 57,130
--------- --------- --------- --------- --------- ---------
GROSS PROFIT (LOSS) (41,895) (62,733) (108,670) (11,683) (16,741) (36,577)
--------- --------- --------- --------- --------- ---------
OPERATING COSTS AND EXPENSES
RESEARCH AND DEVELOPMENT 10,253 11,107 12,849 3,301 4,179 4,200
MARKETING, GENERAL AND ADMINISTRATIVE 22,929 18,106 13,481 7,753 7,308 4,715
--------- --------- --------- --------- --------- ---------
33,182 29,213 26,330 11,054 11,487 8,915
========= ========= ========= ========= ========= =========
OPERATING PROFIT (LOSS) (75,077) (91,946) (135,000) (22,737) (28,228) (45,492)
FINANCING EXPENSE, NET (30,249) (37,957) (25,428) (10,695) (12,382) (9,900)
GAIN ON DEBT RESTRUCTURING -- 80,071 -- -- 80,071 --
OTHER INCOME, NET 73 597 2,518 -- 6 42
--------- --------- --------- --------- --------- ---------
NET PROFIT (LOSS) FOR THE PERIOD $(105,253) $ (49,235) $(157,910) $ (33,432) $ 39,467 $ (55,350)
========= ========= ========= ========= ========= =========
BASIC EARNING (LOSS) PER ORDINARY SHARE
(*) EARNING (LOSS) PER SHARE $ (0.90) (0.63) (2.39) $ (0.27) $ 0.46 $ (0.83)
========= ========= ========= ========= ========= =========
INCOME (LOSS) USED TO COMPUTE
BASIC EARNING (LOSS) PER SHARE (105,253) (49,235) (157,910) (33,432) 39,467 (55,350)
========= ========= ========= ========= ========= =========
WEIGHTED AVERAGE NUMBER OF ORDINARY
SHARES OUTSTANDING - IN THOUSANDS 117,084 78,607 66,190 123,970 85,087 66,671
========= ========= ========= ========= ========= =========
DILUTED EARNING (LOSS) PER ORDINARY SHARE
(*) EARNING (LOSS) PER SHARE $ (0.90) (0.63) (2.39) $ (0.27) $ 0.30 $ (0.83)
========= ========= ========= ========= ========= =========
INCOME (LOSS) USED TO COMPUTE
DILUTED EARNING (LOSS) PER SHARE (105,253) (49,235) (157,910) (33,432) 41,433 (55,350)
========= ========= ========= ========= ========= =========
WEIGHTED AVERAGE NUMBER OF ORDINARY
SHARES OUTSTANDING - IN THOUSANDS 117,084 78,607 66,190 123,970 139,214 66,671
========= ========= ========= ========= ========= =========
(*) Basic and diluted loss per share in accordance with U.S. GAAP for the nine
and three months periods ended September 30, 2007 is $0.93 and $0.28,
respectively, for the nine and three months periods ended September 30,
2006 is $1.67 and $0.52, respectively, and is the same as the Isr. GAAP
data for the nine and three months periods ended September 30, 2005.
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARY
RECONCILIATION OF REPORTED GAAP TO NON-GAAP
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS)
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, 2007 SEPTEMBER 30, 2007
----------------------------------------- --------------------------------------
DEPRECIATION, DEPRECIATION,
AMORTIZATION AMORTIZATION
AND STOCK AND STOCK
BASED BASED
COMPENSATION COMPENSATION
EXPENSES EXPENSES
(SEE A, B, (SEE A, B,
NON-GAAP C BELOW) GAAP NON-GAAP C BELOW) GAAP
--------- --------- ------------ --------- --------- ---------
REVENUES $ 169,235 $ -- $ 169,235 $ 56,569 $ -- $ 56,569
COST OF SALES 108,715 102,415 (a) 211,130 36,108 32,144 (a) 68,252
--------- --------- ------------ --------- --------- ---------
GROSS PROFIT (LOSS) 60,520 (102,415) (41,895) 20,461 (32,144) (11,683)
--------- --------- ------------ --------- --------- ---------
OPERATING COSTS AND EXPENSES
RESEARCH AND DEVELOPMENT 7,721 2,532 (b) 10,253 2,494 807 (b) 3,301
MARKETING, GENERAL&ADMINISTRATIVE 17,877 5,052 (c) 22,929 6,409 1,344 (c) 7,753
--------- --------- ------------ --------- --------- ---------
25,598 7,584 33,182 8,903 2,151 11,054
========= ========= ============ ========= ========= =========
OPERATING PROFIT (LOSS) $ 34,922 $(109,999) $ (75,077) $ 11,558 $ (34,295) $ (22,737)
========= ========= ============ ========= ========= =========
(a) Includes depreciation and amortization expenses in the amounts of $101,883
and $31,967 for the nine and three months ended September 30, 2007,
respectively and stock based compensation expenses in the amounts of $532
and $177 for the nine and three months ended September 30, 2007,
respectively.
(b) Includes depreciation and amortization expenses in the amounts of $2,105
and $678 for the nine and three months ended September 30, 2007,
respectively and stock based compensation expenses in the amounts of $427
and $129 for the nine and three months ended September 30, 2007,
respectively.
(c) Includes depreciation and amortization expenses in the amounts of $34 and
$14 for the nine and three months ended September 30, 2007, respectively
and stock based compensation expenses in the amounts of $5,018 and $1,330
for the nine and three months ended September 30, 2007, respectively.