GlobeNewswire Inc | Jul 29, 2020 07:00AM EDT

July 29, 2020

MIGDAL HAEMEK, Israel, July 29, 2020 (GLOBE NEWSWIRE) -- Tower Semiconductor (NASDAQ: TSEM & TASE: TSEM) reported today its results for the second quarter ended June 30, 2020.

Second Quarter Results Overview

Revenues, gross profit and operating profit for the second quarter of 2020 demonstrated quarter over quarter and year over year growth at $310 million revenues as compared to $300 million and $306 million; gross profit at $58 million, as compared to $53 million and $53 million; and operating profit at $22 million, as compared to $16 million and $18 million, for the first quarter of 2020 and the second quarter of 2019, respectively.

Net profit for the second quarter of 2020 was $19 million, or $0.18 basic and diluted earnings per share, as compared to net profit of $17 million or $0.16 basic and diluted earnings per share in the prior quarter, and $21 million or $0.20 basic and diluted earnings per share in the second quarter of 2019.

Cash flow generated from operations in the second quarter of 2020 was $67 million with investment in fixed assets, net of $63 million that included payments related to the 300mm facility capacity expansion program. In the second quarter of 2020, the company repaid $5 million of its debt.

Business OutlookTower Semiconductor expects revenues for the third quarter of 2020 to be $320 million, with an upward or downward range of 5%, demonstrating quarter over quarter and year over year growth.

Mr. Russell Ellwanger, Chief Executive Officer of Tower Semiconductor, commented Entering the second half of 2020, we are pleased that in the midst of certain market pullbacks, we continue to guide quarter over quarter and year over year growth. This is strong affirmation of our offerings, our increasing market share in RF SOI, and the high value our customers assign to our SiGe platform enablers. Our expansion into additional served markets for power management is well received, which business is seeing significant growth this year. Strengthening our diversification through entering newly served market applications and increased market share has enabled notable performance in this challenging environment.

Ellwanger further commented: We are motivated with the degree of customer interaction and acceptance of our recent developments, namely in advanced SiPho, very high-speed silicon germanium, the entire BSI and stacked wafer sensor offerings, as well as our newly served markets in display. These activities, in addition to our present strong and growing core business, back our confidence in our strategy and roadmap, and will be additionally accretive when all end markets revive to previous patterns.

Teleconference and WebcastTower Semiconductor will host an investor conference call today, Wednesday, July 29, 2020, at 10:00 a.m. Eastern time (9:00 a.m. Central time, 8:00 a.m. Mountain time, 7:00 a.m. Pacific time and 5:00 p.m. Israel time) to discuss the Companys financial results for the second quarter of 2020 and its outlook.

This call will be webcast and can be accessed via Tower Semiconductors website at www.towersemi.com or by calling 1-888-668-9141 (U.S. Toll-Free), 03-918-0609 (Israel), +972-3-918-0609 (International). For those who are not available to listen to the live broadcast, the call will be archived on Tower Semiconductors website for 90 days.

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 in this release and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, which we describe in this release as adjusted 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 one or both of 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 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 (EBITDA) consists of net profit in accordance with GAAP, excluding financing and other income (expense), net, taxes, non-controlling interest, depreciation and amortization expense and stock-based compensation expense. 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 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 used and/ or presented in this release 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 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 $67 million, $68 million and $72 million for the three months periods ended June 30, 2020, March 31, 2020 and June 30, 2019, respectively) less cash used for investments in property and equipment, net (in the amounts of $63 million, $63 million and $44 million for the three months periods ended June 30, 2020, March 31, 2020 and June 30, 2019, 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.

About Tower SemiconductorTower Semiconductor Ltd. (NASDAQ: TSEM, TASE: TSEM), the leader in high-value analog semiconductor foundry 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 Transfer Optimization and development Process Services (TOPS) to IDMs and fabless companies. To provide multi-fab sourcing and extended capacity for its customers, Tower Semiconductor operates two manufacturing facilities in Israel (150mm and 200mm), two in the U.S. (200mm) and three facilities in Japan (two 200mm and one 300mm) through TPSCo. For more information, please visit www.towersemi.com.

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

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) 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 and bondholders (as of June 30, 2020 we are in compliance with all such covenants included in our banks agreements, bond G indenture and others), (x) pending litigation, (xi) new customer engagements, qualification and production ramp-up at our facilities, including TPSCo and the San Antonio facility, (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 fundraising to enable the service of our debt and/or other liabilities and/or for strategic opportunities and the possible unavailability of such financing and/ or the availability of such financing in 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 landlords 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; (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, (xxxvi) potential future effect on TPSCo and the Company due to the possible closing of Panasonic sale of PSCS (a company holding 49% of TPSCo) to Nuvoton, (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, and (xxxix) business interruption due to fire and other natural disasters, the security situation in Israel and other events beyond our control such as power interruptions.

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 Towers 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.

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)(dollars in thousands) June 30, December 31, 2020 2019 A S S E T S CURRENT ASSETS Cash and cash equivalents $ 258,793 $ 355,561 Short-term deposits 269,263 215,609 Marketable securities 195,886 176,070 Trade accounts receivable 128,401 126,966 Inventories 210,129 192,256 Other current assets 28,158 22,019 Total current assets 1,090,630 1,088,481 LONG-TERM INVESTMENTS 41,219 40,085 PROPERTY AND EQUIPMENT, NET 765,895 681,939 GOODWILL AND INTANGIBLE ASSETS, NET 16,298 17,281 DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET 91,834 105,047 TOTAL ASSETS $ 2,005,876 $ 1,932,833 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term debt $ 79,668 $ 65,932 Trade accounts payable 154,517 119,199 Deferred revenue and customers' advances 8,455 10,322 Other current liabilities 68,192 57,603 Total current liabilities 310,832 253,056 LONG-TERM DEBT 219,764 245,821 LONG-TERM CUSTOMERS' ADVANCES 27,570 28,196 LONG-TERM EMPLOYEE RELATED LIABILITIES 14,970 13,285 DEFERRED TAX AND OTHER LONG-TERM LIABILITIES 40,596 45,752 TOTAL LIABILITIES 613,732 586,110 TOTAL SHAREHOLDERS' EQUITY 1,392,144 1,346,723 TOTAL LIABILITIES AND SHAREHOLDERS' $ 2,005,876 $ 1,932,833 EQUITY

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (dollars and share count in thousands, except per share data) Three months ended June 30, March 31, June 30, 2020 2020 2019 REVENUES $ 310,090 $ 300,171 $ 306,064 COST OF REVENUES 252,385 247,628 252,657 GROSS PROFIT 57,705 52,543 53,407 OPERATING COSTS AND EXPENSES: Research and development 19,424 19,414 18,812 Marketing, general and 16,154 16,691 16,838 administrative 35,578 36,105 35,650 OPERATING PROFIT 22,127 16,438 17,757 FINANCING AND OTHER INCOME 1,831 (2,113 ) 947 (EXPENSE), NET PROFIT BEFORE INCOME TAX 23,958 14,325 18,704 INCOME TAX BENEFIT (EXPENSE), NET (2,484 ) 1,706 1,018 PROFIT BEFORE NON CONTROLLING 21,474 16,031 19,722 INTEREST NON CONTROLLING INTEREST (2,422 ) 989 1,214 NET PROFIT $ 19,052 $ 17,020 $ 20,936 BASIC EARNINGS PER SHARE $ 0.18 $ 0.16 $ 0.20 Weighted average number of shares 106,956 106,814 106,321 DILUTED EARNINGS PER SHARE $ 0.18 $ 0.16 $ 0.20 Weighted average number of shares 108,277 108,149 107,178 RECONCILIATION FROM GAAP NET PROFIT TO ADJUSTED NET PROFIT: GAAP NET PROFIT $ 19,052 $ 17,020 $ 20,936 Stock based compensation 3,795 4,543 3,884 Amortization of acquired 493 310 494 intangible assets ADJUSTED NET PROFIT $ 23,340 $ 21,873 $ 25,314 ADJUSTED BASIC AND DILUTED EARNINGS $ 0.22 $ 0.20 $ 0.24 PER SHARE

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)(dollars and share count in thousands, except per share data) Six months ended June 30, 2020 2019 REVENUES $ 610,261 $ 616,171 COST OF REVENUES 500,013 499,613 GROSS PROFIT 110,248 116,558 OPERATING COSTS AND EXPENSES: Research and development 38,838 37,980 Marketing, general and administrative 32,845 33,479 71,683 71,459 OPERATING PROFIT 38,565 45,099 FINANCING AND OTHER INCOME (EXPENSE), NET (282 ) 1,672 PROFIT BEFORE INCOME TAX 38,283 46,771 INCOME TAX EXPENSE, NET (778 ) (649 ) PROFIT BEFORE NON CONTROLLING INTEREST 37,505 46,122 NON CONTROLLING INTEREST (1,433 ) 1,030 NET PROFIT $ 36,072 $ 47,152 BASIC EARNINGS PER SHARE $ 0.34 $ 0.45 Weighted average number of shares 106,885 105,829 RECONCILIATION FROM GAAP NET PROFIT TO ADJUSTED NET PROFIT: GAAP NET PROFIT $ 36,072 $ 47,152 Stock based compensation 8,338 7,707 Amortization of acquired intangible 803 2,135 assets ADJUSTED NET PROFIT $ 45,213 $ 56,994

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES RECONCILIATION FROM GAAP OPERATING PROFIT TO EBITDA (UNAUDITED) (dollars in thousands) EBITDA CALCULATION: Three months ended June March 31, June 30, 30, 2020 2020 2019 GAAP OPERATING PROFIT $ 22,127 $ 16,438 $ 17,757 Depreciation of fixed assets 55,175 51,484 47,966 Stock based compensation 3,795 4,543 3,884 Amortization of acquired intangible 493 310 494 assets EBITDA $ 81,590 $ 72,775 $ 70,101 Six months ended June June 30, 30, 2020 2019 GAAP OPERATING PROFIT $ 38,565 $ 45,099 Depreciation of fixed assets 106,659 94,007 Stock based compensation 8,338 7,707 Amortization of acquired intangible 803 2,135 assets EBITDA $ 154,365 $ 148,948

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIESCONSOLIDATED SOURCES AND USES REPORT (UNAUDITED)(dollars in thousands) Three months ended June 30, March 31, June 30, 2020 2020 2019 CASH AND CASH EQUIVALENTS - $ 251,348 $ 355,561 $ 408,098 BEGINNING OF PERIOD Net cash provided by operating 66,603 68,336 72,156 activities Investments in property and (62,537 ) (62,907 ) (43,727 ) equipment, net Exercise of options 1,127 87 -- Debt repaid, net (5,000 ) (24,197 ) (7,475 ) Effect of Japanese Yen exchange 682 (176 ) 3,205 rate change over cash balance Investments in short-term deposits, marketable securities 6,570 (85,356 ) (27,099 ) and other assets, net CASH AND CASH EQUIVALENTS - END OF $ 258,793 $ 251,348 $ 405,158 PERIOD Six months ended June 30, June 30, 2020 2019 CASH AND CASH EQUIVALENTS - $ 355,561 $ 385,091 BEGINNING OF PERIOD Net cash provided by operating 134,939 147,024 activities Investments in property and (125,444 ) (85,445 ) equipment, net Exercise of options 1,214 397 Debt repaid, net (29,197 ) (10,549 ) Effect of Japanese Yen exchange 506 2,465 rate change over cash balance Investments in short-term deposits, marketable securities (78,786 ) (33,825 ) and other assets, net CASH AND CASH EQUIVALENTS - END OF $ 258,793 $ 405,158 PERIOD

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(dollars in thousands) Six months ended Three months ended June 30, June 30, June 30, March 31, June 30, 2020 2019 2020 2020 2019 CASH FLOWS - OPERATING ACTIVITIES Net profit for the $ 37,505 $ 46,122 $ 21,474 $ 16,031 $ 19,722 period Adjustments to reconcile net profit for the periodto net cash provided by operating activities: Income and expense items not involving cash flows: Depreciation and 117,299 104,867 60,268 56,796 52,853 amortization Effect of exchange rate (910 ) 6,205 3,159 (4,069 ) 2,204 differences on debentures Other income, (890 ) (445 ) (876 ) (14 ) (428 ) net Changes in assets and liabilities: Trade accounts (1,296 ) 31,271 (12,981 ) 11,685 12,665 receivable Other assets 5,122 (5,755 ) (1,998 ) 7,355 (2,050 ) Inventories (17,380 ) (3,017 ) (11,209 ) (6,171 ) 378 Trade accounts (12,950 ) (15,204 ) (6,751 ) (6,199 ) (12,553 ) payable Deferred revenue and (2,498 ) (13,649 ) (1,927 ) (571 ) (2,964 ) customers' advances Other current 10,729 (1,846 ) 13,977 (3,248 ) 2,957 liabilities Long-term employee 2,078 39 2,109 (31 ) (29 ) related liabilities Deferred tax, net and other (1,870 ) (1,564 ) 1,358 (3,228 ) (599 ) long-term liabilities Net cash provided by 134,939 147,024 66,603 68,336 72,156 operating activities CASH FLOWS - INVESTING ACTIVITIES Investments in property (125,444 ) (85,445 ) (62,537 ) (62,907 ) (43,727 ) and equipment, net Investments in deposits, marketable (78,786 ) (33,825 ) 6,570 (85,356 ) (27,099 ) securities and other assets, net Net cash used in (204,230 ) (119,270 ) (55,967 ) (148,263 ) (70,826 ) investing activities CASH FLOWS - FINANCING ACTIVITIES Debt repaid, net (29,197 ) (10,549 ) (5,000 ) (24,197 ) (7,475 ) Exercise of options 1,214 397 1,127 87 -- Net cash used in (27,983 ) (10,152 ) (3,873 ) (24,110 ) (7,475 ) financing activities EFFECT OF FOREIGN CURRENCY 506 2,465 682 (176 ) 3,205 EXCHANGE RATE CHANGE INCREASE (DECREASE) IN (96,768 ) 20,067 7,445 (104,213 ) (2,940 )CASH AND CASH EQUIVALENTSCASH AND CASH EQUIVALENTS 355,561 385,091 251,348 355,561 408,098 - BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS $ 258,793 $ 405,158 $ 258,793 $ 251,348 $ 405,158 - END OF PERIOD