FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of May 2008 (No. 2)
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 May 19, 2008, the Registrant announced its financial results for the
three months ended March 31, 2008. Attached hereto are the following exhibits
Exhibit 99.1 Press release dated May 19, 2008
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: May 19, 2008 By: /s/ Nati Somekh Gilboa
--------------------------
Nati Somekh Gilboa
Corporate Secretary
EXHIBIT 99.1
TOWER SEMICONDUCTOR REPORTS FIRST QUARTER 2008 FINANCIAL RESULTS
ACHIEVED REVENUE OF $57.6 MILLION, REPRESENTING THE SECOND HIGHEST
QUARTERLY REVENUE IN THE COMPANY'S HISTORY
MIGDAL HAEMEK, Israel - May 20, 2008 - Tower Semiconductor Ltd. (NASDAQ: TSEM,
TASE: TSEM), an independent specialty foundry, today announced financial results
for the first quarter ended March 31, 2008.
HIGHLIGHTS
o Recorded positive cash flow from operations for the sixth consecutive
quarter and positive EBITDA for the tenth consecutive quarter
o Decreased net loss by $10.6 million year-over-year, representing an
improvement of 26 percent
o Initiated production of N-trig's Digitizer Chips in Fab 2 targeted at the
convertible notebook market
o Ramped production of Canesta's 3D Image Sensors in Fab 2 targeted at the
automotive and gaming 3D camera market
o Announced plan to pursue expanded opportunities within the European market
Revenue for the first quarter of 2008 was $57.6 million as compared to revenue
of $55.6 million in the first quarter of 2007 and $61.6 million in the prior
quarter.
First quarter 2008 non-GAAP gross profit and operating profit, as described and
reconciled below, totaled $21.0 million and $12.0 million, respectively, which
represent 36.4 percent gross margin and 20.9 percent operating margin.
Calculated in accordance with GAAP, net loss for the first quarter was $29.6
million, or $0.24 per share, an improvement of $10.6 million as compared to
$40.2 million, or $0.38 per share, for the same period in 2007.
"During the first quarter, we continued to execute on a number of key
initiatives and customer engagements that resulted in the second largest revenue
quarter in the Company's history despite the seasonality that is typically
associated with our customer base and target markets," commented Russell
Ellwanger, Chief Executive Officer of Tower Semiconductor, Ltd. "Furthermore, in
accordance with our stated IDM specialty platform strategy, we achieved very
high base line yield levels on new process platforms for two tier-one IDM
customers in our first cycle of learning. Both platforms are expected to ramp in
volume production over the next quarters. Additionally, our CMOS Image Sensor
portfolio continues to expand with the inclusion of 3D imaging for automotive
and gaming applications."
Tower expects that second quarter revenue will be in a range of between $56
million and $60 million.
FIRST QUARTER 2008 FINANCIAL RESULTS CONFERENCE CALL AND WEB CAST
Tower will host a conference call to discuss these results today, May 20, 2008,
at 10:00 a.m. Eastern Time (ET) / 5:00 p.m. Israel time. To participate, please
call: 1-888-994-4498 (U.S. toll-free number) or 972-3-918-0685 (international)
and mention ID code: TOWER. Callers in Israel are invited to call locally by
dialing 03-918-0685.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. ET on the day of the call.
As previously announced, beginning with the fourth quarter of 2007, the Company
presents its financial statements in accordance with U.S. GAAP. All historical
amounts presented in this release, including the financial tables below, were
recast to reflect the application of U.S. GAAP.
As used in this release, the term Earnings Before Interest Tax Depreciation and
Amortization (EBITDA) consists of loss, according to U.S. GAAP, excluding
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 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.
FORWARD LOOKING STATEMENT
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 therefore, (ii) the cyclical nature of the
semiconductor industry and the resulting periodic overcapacity, fluctuations in
operating results, future average selling price erosion, (iii) having sufficient
funds to satisfy our short-term and long-term debt obligations and other
liabilities, (iv) 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, (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
Fab2, the possibility of the government requiring us to repay all or a portion
of the grants already received and obtaining the approval of the Israeli
Investment Center for a new expansion program, (viii) our ability to accurately
forecast financial performance, which is affected by limited order backlog and
lengthy sales cycles, (ix) maintaining existing customers and attracting
additional customers, (x) not receiving orders from our wafer partners and
customers, which can result in excess capacity, (xi) our dependence on a
relatively small number of products for a significant portion of our revenue,
(xii) product returns, (xiii) 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, (xiv) competing effectively, (xv) our large amount of debt
and our ability to repay our short-term and long-term debt on a timely basis,
(xvi) achieving acceptable device yields, product performance and delivery
times, (xvii) our ability to manufacture products on a timely basis and to
purchase the equipment to increase Fab2 capacity beyond 24,000 wafers per month
and timely installation thereof, (xviii) our dependence on intellectual property
rights of others and our ability to operate our business without infringing
others' intellectual property rights, (xix) exposure to inflation, currency
exchange and interest rate fluctuations and risks associated with doing business
internationally and in Israel and (xx) 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 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
Limor Asif, + 972-4-650 6936
Limoras@towersemi.com
or:
Shelton Group
Ryan Bright, (972) 239-5119 ext. 159
rbright@sheltongroup.com
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
MARCH 31, DECEMBER 31,
-------- --------
2008 2007
-------- --------
UNAUDITED
--------
ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS $ 32,374 $ 44,536
TRADE ACCOUNTS RECEIVABLE 42,185 44,977
OTHER RECEIVABLES 3,805 4,748
INVENTORIES 34,398 27,806
OTHER CURRENT ASSETS 1,347 1,580
-------- --------
TOTAL CURRENT ASSETS 114,109 123,647
-------- --------
LONG-TERM INVESTMENTS 14,984 15,093
-------- --------
PROPERTY AND EQUIPMENT, NET 520,518 502,287
-------- --------
INTANGIBLE ASSETS, NET 31,855 34,711
-------- --------
OTHER ASSETS, NET 10,652 11,044
======== ========
TOTAL ASSETS $692,118 $686,782
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
CURRENT MATURITIES OF CONVERTIBLE DEBENTURE $ 8,426 $ 7,887
TRADE ACCOUNTS PAYABLE 55,988 49,025
DEFERRED REVENUE 9,935 --
OTHER CURRENT LIABILITIES 17,926 20,024
-------- --------
TOTAL CURRENT LIABILITIES 92,275 76,936
LONG-TERM DEBT FROM BANKS 390,210 379,314
DEBENTURES 116,618 117,460
LONG-TERM CUSTOMERS' ADVANCES 16,059 27,983
OTHER LONG-TERM LIABILITIES 59,793 40,380
-------- --------
TOTAL LIABILITIES 674,955 642,073
-------- --------
SHAREHOLDERS' EQUITY 17,163 44,709
======== ========
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $692,118 $686,782
======== ========
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA AND PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
-----------------------------------
2008 2007 2006
--------- --------- ---------
GAAP GAAP GAAP
--------- --------- ---------
REVENUES $ 57,607 $ 55,604 $ 35,875
COST OF SALES 68,255 71,519 61,331
--------- --------- ---------
GROSS LOSS (10,648) (15,915) (25,456)
--------- --------- ---------
OPERATING COSTS AND EXPENSES
RESEARCH AND DEVELOPMENT 2,976 3,609 3,379
MARKETING, GENERAL AND ADMINISTRATIVE 7,768 8,077 5,849
--------- --------- ---------
10,744 11,686 9,228
========= ========= =========
OPERATING LOSS (21,392) (27,601) (34,684)
FINANCING EXPENSE, NET (7,800) (12,710) (6,062)
OTHER INCOME (EXPENSE), NET (428) 69 551
--------- --------- ---------
LOSS FOR THE PERIOD $ (29,620) $ (40,242) $ (40,195)
========= ========= =========
BASIC LOSS PER ORDINARY SHARE
LOSS PER SHARE $ (0.24) $ (0.38) $ (0.56)
========= ========= =========
WEIGHTED AVERAGE NUMBER OF ORDINARY
SHARES OUTSTANDING - IN THOUSANDS 124,228 105,060 71,872
========= ========= =========
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARY
RECONCILIATION OF REPORTED GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF
OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31, 2008
-------------------------------------
DEPRECIATION,
AMORTIZATION AND
STOCK BASED
COMPENSATION
EXPENSES
NON-GAAP (SEE A, B, C BELOW) GAAP
-------- -------- --------
REVENUES $ 57,607 $ -- $ 57,607
COST OF SALES 36,650 31,605(A) 68,255
-------- -------- --------
GROSS PROFIT (LOSS) 20,957 (31,605) (10,648)
-------- -------- --------
OPERATING COSTS AND EXPENSES
RESEARCH AND DEVELOPMENT 2,744 232(B) 2,976
MARKETING, GENERAL&ADMINISTRATIVE 6,169 1,599(C) 7,768
-------- -------- --------
8,913 1,831 10,744
======== ======== ========
OPERATING PROFIT (LOSS) $ 12,044 $(33,436) $(21,392)
======== ======== ========
(A) INCLUDES DEPRECIATION AND AMORTIZATION EXPENSES IN THE AMOUNT OF $31,328
AND STOCK BASED COMPENSATION EXPENSES IN THE AMOUNT OF $277.
(B) INCLUDES DEPRECIATION AND AMORTIZATION EXPENSES IN THE AMOUNT OF $58 AND
STOCK BASED COMPENSATION EXPENSES IN THE AMOUNT OF $174.
(C) INCLUDES DEPRECIATION AND AMORTIZATION EXPENSES IN THE AMOUNT OF $14 AND
STOCK BASED COMPENSATION EXPENSES IN THE AMOUNT OF $1,585.
THREE MONTHS ENDED
MARCH 31, 2007
-------------------------------------
DEPRECIATION,
AMORTIZATION AND
STOCK BASED
COMPENSATION
EXPENSES
NON-GAAP (SEE D, E, F BELOW) GAAP
-------- -------- --------
REVENUES $ 55,604 $ -- $ 55,604
COST OF SALES 34,711 36,808(D) 71,519
-------- -------- --------
GROSS PROFIT (LOSS) 20,893 (36,808) (15,915)
-------- -------- --------
OPERATING COSTS AND EXPENSES
RESEARCH AND DEVELOPMENT 2,752 857(E) 3,609
MARKETING, GENERAL&ADMINISTRATIVE 6,310 1,767(F) 8,077
-------- -------- --------
9,062 2,624 11,686
======== ======== ========
OPERATING PROFIT (LOSS) $ 11,831 $(39,432) $(27,601)
======== ======== ========
(D) INCLUDES DEPRECIATION AND AMORTIZATION EXPENSES IN THE AMOUNT OF $36,647
AND STOCK BASED COMPENSATION EXPENSES IN THE AMOUNT OF $161.
(E) INCLUDES DEPRECIATION AND AMORTIZATION EXPENSES IN THE AMOUNT OF $705 AND
STOCK BASED COMPENSATION EXPENSES IN THE AMOUNT OF $152.
(F) INCLUDES STOCK BASED COMPENSATION EXPENSES.
THREE MONTHS ENDED
MARCH 31, 2006
----------------------------------
DEPRECIATION,
AMORTIZATION AND
STOCK BASED
COMPENSATION
EXPENSES
NON-GAAP (SEE G, H, I BELOW) GAAP
-------- -------- --------
REVENUES $ 35,875 $ -- $ 35,875
COST OF SALES 23,297 38,034(G) 61,331
-------- -------- --------
GROSS PROFIT (LOSS) 12,578 (38,034) (25,456)
-------- -------- --------
OPERATING COSTS AND EXPENSES
RESEARCH AND DEVELOPMENT 2,227 1,152(H) 3,379
MARKETING, GENERAL&ADMINISTRATIVE 5,155 694(I) 5,849
-------- -------- --------
7,382 1,846 9,228
======== ======== ========
OPERATING PROFIT (LOSS) $ 5,196 $(39,880) $(34,684)
======== ======== ========
(G) INCLUDES DEPRECIATION AND AMORTIZATION EXPENSES IN THE AMOUNT OF $37,835
AND STOCK BASED COMPENSATION EXPENSES IN THE AMOUNT $199.
(H) INCLUDES DEPRECIATION AND AMORTIZATION EXPENSES IN THE AMOUNT OF $1,055 AND
STOCK BASED COMPENSATION EXPENSES IN THE AMOUNT OF $97.
(I) INCLUDES DEPRECIATION AND AMORTIZATION EXPENSES IN THE AMOUNT OF $11 AND
STOCK BASED COMPENSATION EXPENSES IN THE AMOUNT OF $683.