Published: August 03, 2011

TowerJazz Presents Second Quarter 2011 Financial Results: Highest Revenue in Company's History With a Growth of 16 Percent Quarter-over-Quarter and GAAP Net Profit of $1.7 Million

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MIGDAL HAEMEK, Israel - (BUSINESS WIRE) - TowerJazz, the global specialty foundry leader, today announced financial results for the second quarter ended June 30, 2011.

Second Quarter 2011 Highlights

Record revenues of $139.7 million, up 11 percent year-over-year and sequential increase of 16 percent;
EBITDA of $54 million, up 30 percent year-over-year;
GAAP net profit of $1.7 million compared to a loss of $8.7 million in the second quarter of last year;
Net profit on a non-GAAP basis at $46 million, up 40 percent year-over-year and representing a net margin of 33 percent;
Acquired Micron's manufacturing facility in Nishiwaki, Japan, nearly doubling TowerJazz's production capacity; Micron has become a 6% long-term strategic shareholder of TowerJazz.
Cash balance at quarter-end of $139 million as compared to $85 million as of June 30, 2010
Expects to achieve revenues of $173 to $183 million in the third quarter of 2011, representing a mid range growth of 32 percent year-over-year and 27 percent growth quarter-over-quarter.

CEO Perspective

Russell Ellwanger, Chief Executive Officer, commented: "The second quarter of 2011 integrated many fantastic developments in our company. The acquisition of an operational facility in Japan was a strategic corporate directive. And now the Nishiwaki factory opens a new chapter in our Company's history. Our substantially greater capacity will allow us to unleash much additional future growth and enable us to quickly turn our recent strong design win momentum into products, ramping quickly to volume production. The acquisition also provides us with a very strong foothold in the growing Asia-Pacific market and in Japan in particular. Just as importantly, it cements a long-term partnership with Micron, through both a three year supply agreement and through their becoming a strategic shareholder of our Company. The important steps taken in the quarter bring a surer realization of our 2014 goal of becoming a billion dollar-plus company in revenues."

Second quarter 2011 results summary

Second quarter 2011 revenue reached $139.7 million, an 11 percent growth over second quarter 2010 revenue of $125.7 million and 16 percent growth over prior quarter.

On a non-GAAP basis, as described and reconciled below, the second quarter 2011 gross profit was $59.5 million, representing a 43 percent gross margin. This is a 5 percent increase over the gross profit of $56.9 million, achieved in the second quarter of 2010 and 12 percent increase over gross profit of $53 million in prior quarter.

Non-GAAP operating profit increased by 6 percent to $44 million, or operating margin of 31 percent, when compared with operating profit of $41.5 million, or operating margin of 33 percent, as achieved in the second quarter of 2010.

On a GAAP basis, the net profit was $1.7 million, or $0.01 earnings per share, a strong improvement when compared with a net loss of $8.7 million, or $0.04 loss per share, in the second quarter of 2010.

On a non-GAAP basis, net profit was $46 million, representing a 33 percent net margin an increase of 40 percent over net profit of $33 million, representing a 26 percent net margin, achieved in the second quarter of 2010. Non-GAAP net profit increased by 50 percent to $46 million, or $0.15 earnings per share, as compared to the $30 million net profit, or $0.11 earnings per share in the prior quarter.

Net profit for the quarter includes approximately $4 million net positive effect from Nishiwaki Fab acquisition, comprised of (i) approximately $10 million gross gain from the acquisition, as the fair market value of the assets, net acquired exceeded the purchase price; (ii) approximately $6 million of related tax provisions and other expenses directly associated with this acquisition.

EBITDA for the second quarter of 2011 was $54 million, a year-over-year increase of 30 percent and 36 percent increase sequentially.

The Company's cash and short-term deposits balance as of June 30, 2011 was $139 million as compared to $85 million as of June 30, 2010.

Second quarter results include TowerJazz Japan results as from the acquisition date, June 3, 2011.

Financial Guidance

TowerJazz forecasts revenues of $173 to $183 million in the third quarter of 2011, representing a mid range growth of 32 percent year-over-year and 27 percent growth quarter-over-quarter.

Conference Call and Web Cast Announcement

TowerJazz will host a conference call to discuss second quarter 2011 results today, August 4, 2011, at 10:00 a.m. Eastern Time (EDT) / 5:00 p.m. Israel time.

To participate, please call: 1-888-668-9141 (U.S. toll-free number) or +972-3-918-0609 (international) and mention ID code: TOWER-JAZZ

Callers in Israel are invited to call locally by dialing 03-918-0609. The conference call will also be Web cast live at www.earnings.com and at www.towerjazz.com and will be available thereafter on both websites for replay for a period of 90 days, starting a few hours following the call.

As previously announced, beginning with the fourth quarter of 2007, the Company has been presenting its financial statements in accordance with U.S. 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, (2) compensation expenses in respect of options granted to directors, officers and employees, (3) financing expenses, net other than interest accrued, such that non-GAAP financial expenses, net include only interest accrued during the reported period, whether paid or payable and (4) income tax expense, such that non-GAAP income tax expense include only taxes paid during the reported period. 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 as reconciliation between the non-GAAP financial measures and the most comparable GAAP financial measures.

As applied 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 and the non-GAAP financial information presented herein 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, per share data or other income or cash flow statement data prepared in accordance with GAAP and is not necessarily consistent with the non-GAAP data presented in previous filings.

About TowerJazz

Tower Semiconductor Ltd. (NASDAQ: TSEM) (TASE: TSEM), the global specialty foundry leader and its fully owned U.S. subsidiary Jazz Semiconductor, operate collectively under the brand name TowerJazz, manufacturing integrated circuits with geometries ranging from 1.0 to 0.13-micron. TowerJazz provides industry leading design enablement tools to allow complex designs to be achieved quickly and more accurately and offers a broad range of customizable process technologies including SiGe, BiCMOS, Mixed-Signal and RFCMOS, CMOS Image Sensor, Power Management (BCD), and Non-Volatile Memory (NVM) as well as MEMS capabilities. To provide world-class customer service, TowerJazz maintains two manufacturing facilities in Israel, one in the U.S., and one in Japan with additional capacity available in China through manufacturing partnerships. For more information, please visit www.towerjazz.com.

Forward Looking Statements

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 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) maintaining existing customers and attracting additional customers, (ii) cancellation of orders, (iii) failure to receive orders currently expected, (iv) the cyclical nature of the semiconductor industry and the resulting periodic overcapacity, fluctuations in operating results and future average selling price erosion, (v) the large amount of debt and liabilities and having sufficient funds to satisfy our debt obligations and other liabilities on a timely basis, (vi) 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, (vii) our ability to satisfy the covenants stipulated in our agreements with our lenders, banks and bond holders, (viii) our ability to capitalize on potential increases in demand for foundry services, (ix) meeting the conditions to receive Israeli government grants and tax benefits approved for Fab2, including the receipt of cash grants under the approval certificate recently received from the Israeli Investment Center for up to 150 million NIS grants, (x) our ability to accurately forecast financial performance, which is affected by limited order backlog and lengthy sales cycles, (xi) the purchase of equipment to increase capacity, the completion of the equipment installation, technology transfer and raising the funds therefor, (xii) the concentration of our business in the semiconductor industry, (xiii) product returns, (xiv) 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, (xv) competing effectively, (xvi) achieving acceptable device yields, product performance and delivery times, (xvii) possible production or yield problems in our wafer fabrication facilities, (xviii) our ability to manufacture products on a timely basis, (xix) 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, (xxi) our ability to fulfill our obligations and meet performance milestones under our agreements, including successful execution of our agreement with an Asian entity signed in 2009, (xxiii) retention of key employees and retention and recruitment of skilled qualified personnel, (xxiv) exposure to inflation, currency exchange and interest rate fluctuations and risks associated with doing business internationally and in Israel, (xxv) fluctuations in the market price of our traded securities may adversely affect our reported GAAP non-cash financing expenses, and (xxvi) successfully achieving the anticipated benefits from the acquisition Micron Technology's Japan fab in Nishiwaki, including its successful integration into TowerJazz, and (xxviii) 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 Tower's most recent filings on Forms 20-F, F-3, F-4, S-8 and 6-K, as were filed with the Securities and Exchange Commission (the "SEC" ) and the Israel Securities Authority and Jazz's most recent filings on Forms 10-K and 10-Q, as were filed with the SEC. 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.


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


		June 30,		December 31,
		2011		2010
		unaudited
ASSETS

CURRENT ASSETS
Cash, short-term deposits and designated deposits	$	138,916	$	198,382
Trade accounts receivable		90,238		67,415
Short-term investment		17,100		--
Other receivables		38,658		5,344
Inventories		71,108		42,512
Other current assets		11,126		8,422
Total current assets		367,146		322,075

LONG-TERM INVESTMENTS		14,290		31,051

PROPERTY AND EQUIPMENT, NET		503,853		375,325

INTANGIBLE ASSETS, NET		60,092		54,247

GOODWILL		7,000		7,000

OTHER ASSETS, NET		19,277		12,030


TOTAL ASSETS	$	971,658	$	801,728



LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Short term debt	$	128,656	$	122,179
Trade accounts payable		106,076		48,656
Deferred revenue		21,572		40,273
Other current liabilities		61,212		38,914
Total current liabilities		317,516		250,022

LONG-TERM DEBT		335,577		359,480

LONG-TERM CUSTOMERS' ADVANCES		9,361		9,257

EMPLOYEE RELATED LIABILITIES		98,517		27,891

OTHER LONG-TERM LIABILITIES		30,771		37,296

Total liabilities		791,742		683,946

SHAREHOLDERS' EQUITY		179,916		117,782


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	971,658	$	801,728

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(dollars in thousands, except per share data)

Six months ended

Three months ended

June 30,

2011

2010

2009

2011

2010

2009

GAAP

REVENUES

260,327

239,464

118,626

139,707

125,668

60,567

COST OF REVENUES

200,551

201,470

146,333

110,476

103,996

71,193

GROSS PROFIT (LOSS)

59,776

37,994

(27,707

)

29,231

21,672

(10,626

)

OPERATING COSTS AND EXPENSES

Research and development

11,081

12,357

10,307

5,457

6,503

5,951

Marketing, general and administrative

20,517

21,141

13,888

10,948

10,828

7,153

Acquisition related costs

1,493

33,091

33,498

24,195

17,898

17,331

13,104

OPERATING PROFIT (LOSS)

26,685

4,496

(51,902

)

11,333

4,341

(23,730

)

FINANCING EXPENSE, NET

(29,713

)

(43,250

)

(10,274

)

(10,499

)

(9,459

)

(9,296

)

GAIN FROM ACQUISITION

10,432

OTHER INCOME (EXPENSE), NET

(404

)

459

(319

)

459

PROFIT (LOSS) BEFORE INCOME TAX

7,000

(38,703

)

(61,717

)

10,947

(5,118

)

(32,567

)

INCOME TAX BENEFIT (EXPENSE)

(10,752

)

(6,193

)

2,910

(9,288

)

(3,534

)

1,633

PROFIT (LOSS) FOR THE PERIOD

(3,752

)

(44,896

)

(58,807

)

1,659

(8,652

)

(30,934

)

BASIC EARNINGS (LOSS) PER ORDINARY SHARE

(0.01

)

(0.21

)

(0.37

)

0.01

(0.04

)

(0.19

)

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

RECONCILIATION OF REPORTED GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(dollars in thousands, except per share data)

Three months ended

June 30,

2011

2010

2011

2010

2011

2010

non-GAAP

Adjustments
(see a, b, c, d, e below)

GAAP

REVENUES

139,707

125,668

139,707

125,668

COST OF REVENUES

80,202

68,786

30,274

(a)

35,210

(a)

110,476

103,996

GROSS PROFIT

59,505

56,882

(30,274

)

(35,210

)

29,231

21,672

OPERATING COSTS AND EXPENSES

Research and development

4,993

6,174

464

(b)

329

(b)

5,457

6,503

Marketing, general and administrative

9,022

9,191

1,926

(c)

1,637

(c)

10,948

10,828

Acquisition related costs

1,493

15,508

15,365

2,390

1,966

17,898

17,331

OPERATING PROFIT

43,997

41,517

(32,664

)

(37,176

)

11,333

4,341

FINANCING EXPENSE, NET

(7,459

)

(6,236

)

(3,040

)

(d)

(3,223

)

(d)

(10,499

)

(9,459

)

GAIN FROM ACQUISITION

10,432

OTHER EXPENSE, NET

(319

)

(319

)

PROFIT (LOSS) BEFORE INCOME TAX

46,651

35,281

(35,704

)

(40,399

)

10,947

(5,118

)

INCOME TAX EXPENSE

(809

)

(2,598

)

(8,479

)

(e)

(936

)

(e)

(9,288

)

(3,534

)

NET PROFIT (LOSS) FOR THE PERIOD

45,842

32,683

(44,183

)

(41,335

)

1,659

(8,652

)

BASIC EARNINGS PER ORDINARY SHARE

0.15

0.14

NON-GAAP GROSS MARGINS

NON-GAAP OPERATING MARGINS

NON-GAAP NET MARGINS

(a)		Includes depreciation and amortization expenses in the amounts of $29,946 and $35,011 and stock based compensation expenses in the amounts of $328 and $199 for the three months ended June 30, 2011 and 2010, respectively.
(b)		Includes depreciation and amortization expenses in the amounts of $203 and $148 and stock based compensation expenses in the amounts of $261 and $181 for the three months ended June 30, 2011 and 2010, respectively.
(c)		Includes depreciation and amortization expenses in the amounts of $350 and $373 and stock based compensation expenses in the amounts of $1,576 and $1,264 for the three months ended June 30, 2011 and 2010, respectively.
(d)		Non-gaap financing expense, net includes only interest on an accrual basis
(e)		Non-gaap income tax expenses include taxes paid during the period

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

RECONCILIATION OF REPORTED GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(dollars in thousands, except per share data)

Three months ended

June 30,

March 31,

June 30,

March 31,

June 30,

March 31,

2011

non-GAAP

Adjustments
(see a, b, c, d, e below)

GAAP

REVENUES

139,707

120,620

139,707

120,620

COST OF REVENUES

80,202

67,573

30,274

(a)

22,502

(a)

110,476

90,075

GROSS PROFIT

59,505

53,047

(30,274

)

(22,502

)

29,231

30,545

OPERATING COSTS AND EXPENSES

Research and development

4,993

5,252

464

(b)

372

(b)

5,457

5,624

Marketing, general and administrative

9,022

7,794

1,926

(c)

1,775

(c)

10,948

9,569

Acquisition related costs

1,493

15,508

13,046

2,390

2,147

17,898

15,193

OPERATING PROFIT

43,997

40,001

(32,664

)

(24,649

)

11,333

15,352

FINANCING EXPENSE, NET

(7,459

)

(6,928

)

(3,040

)

(d)

(12,286

)

(d)

(10,499

)

(19,214

)

GAIN FROM ACQUISITION

10,432

OTHER EXPENSE, NET

(319

)

(85

)

(319

)

(85

)

PROFIT BEFORE INCOME TAX

46,651

32,988

(35,704

)

(36,935

)

10,947

(3,947

)

INCOME TAX EXPENSE

(809

)

(2,607

)

(8,479

)

(e)

1,143

(e)

(9,288

)

(1,464

)

NET PROFIT (LOSS) FOR THE PERIOD

45,842

30,381

(44,183

)

(35,792

)

1,659

(5,411

)

BASIC EARNINGS PER ORDINARY SHARE

0.15

0.11

NON-GAAP GROSS MARGINS

NON-GAAP OPERATING MARGINS

NON-GAAP NET MARGINS

(a)		Includes depreciation and amortization expenses in the amounts of $29,946 and $22,264 and stock based compensation expenses in the amounts of $328 and $238 for the three months ended June 30, 2011 and March 31, 2011, respectively. The main reason for the depreciation and amortization increase in the three months ended June 30, 2011 as compared to the three months ended March 31, 2011 is an expenses reduction in the three months ended March 31, 2011 resulted from the receipt by the Company of a grants approval certificate from the Israeli Investment Centre according to the Company's press release dated January 2, 2011; such certificate receipt resulted in a reduction in the cost of property and equipment eligible for grants that has been purchased by Tower since 2006.
(b)		Includes depreciation and amortization expenses in the amounts of $203 and $163 and stock based compensation expenses in the amounts of $261 and $209 for the three months ended June 30, 2011 and March 31, 2011, respectively.
(c)		Includes depreciation and amortization expenses in the amounts of $350 and $346 and stock based compensation expenses in the amounts of $1,576 and $1,429 for the three months ended June 30, 2011 and March 31, 2011, respectively.
(d)		Non-gaap financing expense, net includes only interest on an accrual basis
(e)		Non-gaap income tax expenses include taxes paid during the period

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

RECONCILIATION OF REPORTED GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(dollars in thousands, except per share data)

Six months ended

June 30,

2011

2010

2011

2010

2011

2010

non-GAAP

Adjustments
(see a, b, c, d, e below)

GAAP

REVENUES

260,327

239,464

260,327

239,464

COST OF REVENUES

147,775

133,285

52,776

(a)

68,185

(a)

200,551

201,470

GROSS PROFIT

112,552

106,179

(52,776

)

(68,185

)

59,776

37,994

OPERATING COSTS AND EXPENSES

Research and development

10,245

11,698

836

(b)

659

(b)

11,081

12,357

Marketing, general and administrative

16,816

17,788

3,701

(c)

3,353

(c)

20,517

21,141

Acquisition related costs

1,493

28,554

29,486

4,537

4,012

33,091

33,498

OPERATING PROFIT

83,998

76,693

(57,313

)

(72,197

)

26,685

4,496

FINANCING EXPENSE, NET

(14,387

)

(12,394

)

(15,326

)

(d)

(30,856

)

(d)

(29,713

)

(43,250

)

GAIN FROM ACQUISITION

10,432

OTHER INCOME (EXPENSE), NET

(404

)

(404

)

PROFIT (LOSS) BEFORE INCOME TAX

79,639

64,350

(72,639

)

(103,053

)

7,000

(38,703

)

INCOME TAX EXPENSE

(3,416

)

(2,922

)

(7,336

)

(e)

(3,271

)

(e)

(10,752

)

(6,193

)

NET PROFIT (LOSS) FOR THE PERIOD

76,223

61,428

(79,975

)

(106,324

)

(3,752

)

(44,896

)

BASIC EARNINGS PER ORDINARY SHARE

0.27

0.28

NON-GAAP GROSS MARGINS

NON-GAAP OPERATING MARGINS

NON-GAAP NET MARGINS

(a)		Includes depreciation and amortization expenses in the amounts of $52,210 and $67,775 and stock based compensation expenses in the amounts of $566 and $410 for the six months ended June 30, 2011 and 2010, respectively. The main reason for the depreciation and amortization decrease in the six months ended June 30, 2011 as compared to the six months ended June 30, 2010 is an expenses reduction resulted from the receipt by the Company of a grants approval certificate from the Israeli Investment Centre according to the Company's press release dated January 2, 2011; such certificate receipt resulted in a reduction in the cost of property and equipment eligible for grants that has been purchased by Tower since 2006.
(b)		Includes depreciation and amortization expenses in the amounts of $366 and $293 and stock based compensation expenses in the amounts of $470 and $366 for the six months ended June 30, 2011 and 2010, respectively.
(c)		Includes depreciation and amortization expenses in the amounts of $696 and $708 and stock based compensation expenses in the amounts of $3,005 and $2,645 for the six months ended June 30, 2011 and 2010, respectively.
(d)		Non-gaap financing expense, net includes only interest on an accrual basis
(e)		Non-gaap income tax expenses include taxes paid during the period

TowerJazz Investor Relations
Noit Levi, +972 4 604 7066
noitle@towersemi.com
or
CCG Investor Relations
Ehud Helft / Kenny Green, 646-201-9246
towersemi@ccgisrael.com

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TowerJazz Presents Second Quarter 2011 Financial Results: Highest Revenue in Company's History With a Growth of 16 Percent Quarter-over-Quarter and GAAP Net Profit of $1.7 Million

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