UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022 No.4

Commission File Number 0-24790

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 of 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): ____



On May 16, 2022, the Registrant announced its financial results for the three months ended March 31, 2022. 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: May 16, 2022
By:
/s/ Nati Somekh  
    Name: Nati Somekh  
    Title: Corporate Secretary  
       





Exhibit 99.1


 

Tower Semiconductor Reports First Quarter 2022
Record revenue of $421 Million,
a 21 Percent Year over Year Revenue Growth

MIGDAL HAEMEK, ISRAEL – May 16, 2022– Tower Semiconductor (NASDAQ: TSEM & TASE: TSEM) reports today its results for the first quarter ended March 31, 2022.
 
First Quarter of 2022 Results Overview
 
Revenue for the first quarter of 2022 was $421 million, as compared to $347 million in the first quarter of 2021, reflecting 21% revenue growth. Organic revenue for the first quarter of 2022, defined as total revenue excluding revenues from Nuvoton in the Japanese fabs and from Maxim in the San Antonio fab, grew by 29% year over year. Revenue for the fourth quarter of 2021 was $412 million.

Gross profit for the first quarter of 2022 was $105 million, 50% higher than $70 million recorded in the first quarter of 2021. Gross profit in the fourth quarter of 2021 was $100 million.

Operating profit for the first quarter of 2022 was $63 million, 94% higher than the $32 million recorded in the first quarter of 2021. Operating profit in the fourth quarter of 2021 was $56 million.

Net profit for the first quarter of 2022 was $54 million, or $0.50 basic and $0.49 diluted earnings per share, 91% higher than $28 million recorded in the first quarter of 2021, which represented $0.26 basic and diluted earnings per share.
Net profit for the fourth quarter of 2021 was $52 million, representing $0.48 basic and $0.47 diluted earnings per share.
 

Cash flow generated from operating activities in the first quarter of 2022 was $137 million and investment in fixed assets was $81 million, net. During the first quarter of 2022, the company repaid $31 million of its debt.

Corporate Credit Rating
In May 2022, Standard & Poor’s Ma’alot (an Israeli rating company that is fully owned by S&P Global Ratings) completed its annual rating review for the Company and decided to increase the corporate credit rating and bonds series G rating from “ilAA- “to “ilAA“, with a stable horizon.

Guidance and Conference Call
In light of the Company’s definitive agreement with Intel Corporation, as announced on February 15, 2022, the Company is not providing herewith revenue guidance for the second quarter 2022 and will not host an earnings conference call.

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, which may be used and/ or presented in this release and/ or prior earnings related filings and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, which we describe as “adjusted” financial measures and/ or reconciled financial measures, are 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 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 prior earnings related filings 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 which we define as EBITDA consists of operating profit in accordance with GAAP, excluding (i) depreciation expenses, which include depreciation recorded in cost of revenues and in operating cost and expenses lines (e.g, research and development related equipment and/ or fixed other assets depreciation), (ii) stock-based compensation expense and (iii) amortization of acquired intangible assets. 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 prior earnings related filings 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 may be used and/ or presented in this release and/ or prior earnings related filings 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 prior earnings related filings and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, is calculated to be net cash provided by operating activities (in the amounts of $137 million, $134 million and $87 million for the three months periods ended March 31, 2022, December 31, 2021 and March 31, 2021, respectively) less cash used  for investments in property and equipment, net (in the amounts of $81 million, $86 million and $49 million for the three months periods ended March 31, 2022, December 31, 2021 and March 31, 2021, 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.

2

About Tower Semiconductor
Tower Semiconductor Ltd. (NASDAQ: TSEM, TASE: TSEM), the leading foundry of high value analog semiconductor solutions, provides technology and manufacturing platforms for integrated circuits (ICs) in growing markets such as consumer, industrial, automotive, mobile, infrastructure, medical and aerospace and defense. Tower Semiconductor focuses on creating positive and sustainable impact on the world through long term partnerships and its advanced and innovative analog technology offering, comprised of a broad range of customizable process platforms such as SiGe, BiCMOS, mixed-signal/CMOS, RF CMOS, CMOS image sensor, non-imaging sensors, integrated power management (BCD and 700V), and MEMS. Tower Semiconductor also provides world-class design enablement for a quick and accurate design cycle as well as process transfer services including development, transfer, and optimization, to IDMs and fabless companies. To provide multi-fab sourcing and extended capacity for its customers, Tower Semiconductor owns two manufacturing facilities in Israel (150mm and 200mm), two in the U.S. (200mm), three facilities in Japan (two 200mm and one 300mm) which it owns through its 51% holdings in TPSCo and is sharing a 300mm manufacturing facility being established in Italy by STMicroelectronics. For more information, please visit: www.towersemi.com

CONTACTS:
Noit Levy | Investor Relations | +972 74 737 7556 | noitle@towersemi.com



This press release, including other projections with respect to our business and activities, 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) demand in our customers’ end markets, (ii) over demand for our foundry services and/or products that exceeds our capacity, (iii) maintaining existing customers and attracting additional customers, (iv) high utilization and its effect on cycle time, yield and on schedule delivery which may cause customers to transfer their product(s) to other fabs, (v) operating results fluctuate from quarter to quarter making it difficult to predict future performance, (vi) impact of our debt and other liabilities on our financial position and operations, (vii) our ability to successfully execute acquisitions, integrate them into our business, utilize our expanded capacity and find new business, (viii) fluctuations in cash flow, (ix) our ability to satisfy the covenants stipulated in our agreements with our lender banks, (x) pending litigation, (xi) new customer engagements, qualification and production ramp-up at our facilities,(xii) meeting the conditions set in the approval certificates received from the Israeli Investment Center under which we received a significant amount of grants in past years, (xiii) receipt of orders that are lower than the customer purchase commitments, (xiv) failure to receive orders currently expected, (xv) possible incurrence of additional indebtedness, (xvi) effect of global recession, unfavorable economic conditions and/or credit crisis, (xvii) our ability to accurately forecast financial performance, which is affected by limited order backlog and lengthy sales cycles, (xviii) possible situations of obsolete inventory if forecasted demand exceeds actual demand when we manufacture products before receipt of customer orders, (xix) the cyclical nature of the semiconductor industry and the resulting periodic overcapacity, fluctuations in operating results and future average selling price erosion, (xx) the execution of debt re-financing and/or other fundraising activities to enable the service of our debt and/or other liabilities and/or for strategic opportunities, including to fund Agrate fab’s significant 300mm capacity investments, in addition to other previously announced capacity expansion plans , and the possible unavailability of such financing and/ or the availability of such financing on unfavorable terms, (xxi) operating our facilities at high utilization rates which is critical in order to cover a portion or all of the high level of fixed costs associated with operating a foundry, and our debt, in order to improve our results, (xxii) the purchase of equipment to increase capacity, the timely completion of the equipment installation, technology transfer and raising the funds therefor, (xxiii) the concentration of our business in the semiconductor industry, (xxiv) product returns, (xxv) 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, (xxvi) competing effectively, (xxvii) use of outsourced foundry services by both fabless semiconductor companies and integrated device manufacturers, (xxviii) achieving acceptable device yields, product performance and delivery times, (xxix) 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, (xxx) our fab3 landlord’s construction project adjacent to our fabrication facility, including possible temporary reductions or interruptions in the supply of utilities and/ or fab manufacturing, as well as claims that our noise abatement efforts are not adequate under the terms of the amended lease that caused him to request a judicial declaration that there was a material non-curable breach of the lease and that he would be entitled to terminate the lease (we do not agree and are disputing these claims), (xxxi) retention of key employees and recruitment and retention of skilled qualified personnel, (xxxii) exposure to inflation, currency rates (mainly the Israeli Shekel and Japanese Yen) and interest rate fluctuations and risks associated with doing business locally and internationally, as well fluctuations in the market price of our traded securities, (xxxiii) issuance of ordinary shares as a result of conversion and/or exercise of any of our convertible securities, as well as any sale of shares by any of our shareholders, or any market expectation thereof, which may depress the market price of our ordinary shares and may impair our ability to raise future capital, (xxxiv) meeting regulatory requirements worldwide, including environmental and governmental regulations, (xxxv) potential engagement for fab establishment, joint venture and/or capital lease transactions for capacity enhancement in advanced technologies, including risks and uncertainties associated with Agrate fab establishment project, its qualification schedule, technology, equipment and process qualification and production facility ramp-up, customer engagements, cost structure and investment amounts and other terms, which may require additional funding to cover its significant capacity investment needs and other payments, the availability of which funding cannot be assured on favorable terms, if at all, (xxxvi) potential impact on TPSCo and the Company due to the purchase in 2020 of 49% of TPSCo by NTCJ (previously named PSCS) from Panasonic and due to the planned cessation of operations of Arai manufacturing factory in Japan, which is currently manufacturing products solely for NTCJ and is not serving Tower’s or TPSCo’s foundry customers, (xxxvii) industry and market impact due to the coronavirus and its potential impact on our business, operational continuity, supply chain, revenue and profitability, (xxxviii) potential security, cyber and privacy breaches, (xxxix) our ability to satisfy the covenants stipulated in our agreements with the series G bondholders (as of March 31, 2022, we are in compliance with this indenture’s covenants), (xxxx) risks associated with the transaction announced on February 15, 2022 under which Intel Corporation is to acquire the Company, including the timely receipt of certain governmental and other regulatory approvals, the potential for regulatory authorities to require divestitures, behavioral remedies or other concessions in order to obtain their approval of the proposed transaction, the occurrence of any event, change or other circumstance that could give rise to a termination of the merger agreement, the effect of the announcement or pendency of the transaction on business relationships, operating results and business generally, delays, disruptions or increased costs due to the integration process with the acquirer,  litigation related to or resulting from the transaction, difficulties to retain key personnel and customers, diverting management’s attention from the ongoing business operations, potential negative reactions or changes to business relationships resulting from the announcement or completion of the transaction, and (xxxxi) business interruption due to fire, earthquake and other natural disasters, the security situation in Israel, global trade “war”, COVID-19 pandemic, including its impact on global supply chain to the fabs and from the fabs, power interruptions 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 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.
#   #   #
(Financial tables follow)


3

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)


   
March 31,
   
December 31,
 
   
2022
   
2021
 
ASSETS
           
             
CURRENT ASSETS
           
Cash and cash equivalents
 
$
203,484
   
$
210,930
 
Short-term deposits
   
402,873
     
363,648
 
Marketable securities
   
184,539
     
190,068
 
Trade accounts receivable
   
176,443
     
142,228
 
Inventories
   
247,826
     
234,512
 
Other current assets
   
41,629
     
54,817
 
Total current assets
   
1,256,794
     
1,196,203
 
LONG-TERM INVESTMENTS
   
27,235
     
39,597
 
PROPERTY AND EQUIPMENT, NET
   
879,781
     
876,683
 
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
   
16,665
     
18,820
 
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET
   
89,677
     
99,938
 
TOTAL ASSETS
 
$
2,270,152
   
$
2,231,241
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
                 
Short-term debt
 
$
78,165
   
$
83,868
 
Trade accounts payable
   
109,077
     
78,712
 
Deferred revenue and customers' advances
   
49,444
     
39,992
 
Other current liabilities
   
87,258
     
73,756
 
Total current liabilities
   
323,944
     
276,328
 
LONG-TERM DEBT
   
190,383
     
230,972
 
LONG-TERM CUSTOMERS' ADVANCES
   
63,872
     
69,968
 
EMPLOYEE RELATED LIABILITIES
   
14,626
     
14,622
 
DEFERRED TAX AND OTHER LONG-TERM LIABILITIES
   
19,670
     
23,962
 
TOTAL LIABILITIES
   
612,495
     
615,852
 
TOTAL SHAREHOLDERS' EQUITY
   
1,657,657
     
1,615,389
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
2,270,152
   
$
2,231,241
 

 
4

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


   
T h r e e    m o n t h s    e n d e d
 
   
March 31,
   
December 31,
   
March 31,
 
   
2022
   
2021
   
2021
 
REVENUES
 
$
421,132
   
$
412,108
   
$
347,214
 
COST OF REVENUES
   
316,501
     
311,935
     
277,400
 
GROSS PROFIT
   
104,631
     
100,173
     
69,814
 
OPERATING COSTS AND EXPENSES:
                       
Research and development
   
20,318
     
22,371
     
20,343
 
Marketing, general and administrative
   
21,253
     
21,939
     
16,991
 
     
41,571
     
44,310
     
37,334
 
                         
OPERATING PROFIT
   
63,060
     
55,863
     
32,480
 
FINANCING AND OTHER EXPENSE, NET
   
(2,133
)
   
(372
)
   
(7,842
)
PROFIT BEFORE INCOME TAX
   
60,927
     
55,491
     
24,638
 
INCOME TAX BENEFIT (EXPENSE), NET
   
(5,153
)
   
(3,614
)
   
5,876
 
NET PROFIT
   
55,774
     
51,877
     
30,514
 
Net income attributable to non-controlling interest
   
(1,741
)
   
(138
)
   
(2,192
)
NET PROFIT ATTRIBUTABLE TO THE COMPANY
 
$
54,033
   
$
51,739
   
$
28,322
 
BASIC EARNINGS PER SHARE
 
$
0.50
   
$
0.48
   
$
0.26
 
Weighted average number of shares
   
108,934
     
108,768
     
107,940
 
DILUTED EARNINGS PER SHARE
 
$
0.49
   
$
0.47
   
$
0.26
 
Weighted average number of shares
   
110,539
     
110,267
     
109,462
 

 
5

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
RECONCILIATION FROM GAAP OPERATING PROFIT TO EBITDA (UNAUDITED)
(dollars in thousands)

   
T h r e e    m o n t h s    e n d e d
 
   
March 31,
   
December 31,
   
March 31,
 
   
2022
   
2021
   
2021
 
GAAP OPERATING PROFIT
 
$
63,060
   
$
55,863
   
$
32,480
 
Depreciation
   
64,368
     
64,692
     
56,624
 
Stock based compensation
   
5,715
     
8,815
     
4,906
 
Amortization of acquired intangible assets
   
506
     
506
     
491
 
EBITDA
 
$
133,649
   
$
129,876
   
$
94,501
 

 
6

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONSOLIDATED SOURCES AND USES REPORT (UNAUDITED)
(dollars in thousands)

   
T h r e e    m o n t h s    e n d e d
 
   
March 31,
   
December 31,
   
March 31,
 
   
2022
   
2021
   
2021
 
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
 
$
210,930
   
$
211,503
   
$
 211,683
 
Net cash provided by operating activities
   
136,571
     
133,656
     
87,413
 
Investments in property and equipment, net
   
(80,840
)
   
(85,947
)
   
(49,415
)
Exercise of options
   
44
     
48
     
364
 
Debt recevied (repaid), net
   
(30,539
)
   
1,040
     
(29,375
)
Effect of Japanese Yen exchange rate change over cash balance
   
(3,071
)
   
(2,102
)
   
(3,478
)
Investments in short-term deposits, marketable securities and other assets, net
   
(29,611
)
   
(47,268
)
   
(1,611
)
CASH AND CASH EQUIVALENTS - END OF PERIOD
 
$
203,484
   
$
210,930
   
$
215,581
 

7

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)

   
T h r e e    m o n t h s    e n d e d
 
   
March 31,
   
December 31,
   
March 31,
 
   
2022
   
2021
   
2021
 
CASH FLOWS - OPERATING ACTIVITIES
                 
Net profit for the period
 
$
55,774
   
$
51,877
   
$
30,514
 
Adjustments to reconcile net profit for the period
                       
to net cash provided by operating activities:
                       
Income and expense items not involving cash flows:
                       
Depreciation and amortization
   
70,780
     
73,693
     
62,053
 
Effect of exchange rate differences on debentures
   
(1,330
)
   
2,353
     
(3,792
)
Other expense (income), net
   
1,347
     
(175
)
   
(4,985
)
Changes in assets and liabilities:
                       
Trade accounts receivable
   
(35,181
)
   
2,291
     
(6,274
)
Other assets
   
13,874
     
(12,927
)
   
7,082
 
Inventories
   
(18,328
)
   
(16,155
)
   
(3,407
)
Trade accounts payable
   
30,595
     
(8,971
)
   
(9,266
)
Deferred revenue and customers' advances
   
3,385
     
39,029
     
19,340
 
Other current liabilities
   
15,103
     
5,242
     
7,084
 
Long-term employee related liabilities
   
331
     
(2,778
)
   
(107
)
Deferred tax, net and other long-term liabilities
   
221
     
177
     
(10,829
)
Net cash provided by operating activities
   
136,571
     
133,656
     
87,413
 
CASH FLOWS - INVESTING ACTIVITIES
                       
Investments in property and equipment, net
   
(80,840
)
   
(85,947
)
   
(49,415
)
Investments in deposits, marketable securities and other assets, net
   
(29,611
)
   
(47,268
)
   
(1,611
)
Net cash used in investing activities
   
(110,451
)
   
(133,215
)
   
(51,026
)
CASH FLOWS - FINANCING ACTIVITIES
                       
Debt received (repaid), net
   
(30,539
)
   
1,040
     
(29,375
)
Exercise of options
   
44
     
48
     
364
 
Net cash provided by (used in) financing activities
   
(30,495
)
   
1,088
     
(29,011
)
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE
   
(3,071
)
   
(2,102
)
   
(3,478
)
                         
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
(7,446
)
   
(573
)
   
3,898
 
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
   
210,930
     
211,503
     
211,683
 
CASH AND CASH EQUIVALENTS - END OF PERIOD
 
$
203,484
   
$
210,930
   
$
215,581
 

8