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Microsoft Cloud Authors: Eric Aarrestad, Greg O'Connor, Liz McMillan, Aleksei Gavrilenko, Elizabeth White

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TowerJazz Reports Second Quarter 2014 Results

TowerJazz (NASDAQ: TSEM & TASE: TSEM) today reports results for the second quarter of 2014 ended June 30, 2014.

Highlights

  • Second quarter revenues of $234 million, up 76% quarter over quarter and 87% year over year; this quarter’s statement of operations report includes Tower Panasonic Semiconductor Co. (“TPSCo”) results for the first time. First half revenues of $367 million, up 54% year over year;
  • Building upon the base Panasonic business annual demand of $360-420 million, first quarter post TPSCo formation evidenced strong new 3rd party customer engagements with potential to reach incremental annual revenue run rate of beyond $100 million at high incremental margin;
  • EBITDA of $33 million for the second quarter of 2014 as compared to $26 million in the second quarter 2013;
  • Organic business growth of approximately 40% year over year for Company’s top 10 customers and 50% for its top 5 customers (excluding Micron and Panasonic) representing 20% and 11% quarter over quarter growth, respectively;
  • End of quarter cash balance of $192 million with $41 million (excluding interest payments) cash from operations generated during the second quarter and strong balance sheet ratios.

Financial Results Overview

Second quarter 2014 revenues were $234.1 million, an increase of 87% as compared with $125.2 million in the second quarter of 2013, and an increase of 76% as compared with $132.7 million in the first quarter of 2014. Revenues for the second quarter of 2014 include TPSCo revenues for the first time, as a result of closure completion on March 31, 2014.

Revenues for the first half of 2014 were $366.7 million, as compared to $237.9 million in the first half of 2013, an increase of 54%.

On a non-GAAP basis, as described and reconciled in the tables below, 2014 second quarter gross profit was $62 million, reflecting 27% gross margins, and an increase of 42% compared to $44 million in the second quarter of 2013, and an increase of 40% compared to $44.5 million in the first quarter of 2014.

On a non-GAAP basis, 2014 second quarter operating profit was $33 million, an increase of 26% as compared to $26 million in the second quarter of 2013, and an increase of 21% as compared to $27 million in the first quarter of 2014.

On a non-GAAP basis, 2014 second quarter net profit was $31 million, an increase of 70% as compared to $18 million in the second quarter of 2013, and an increase of 59% as compared to $19 million in the first quarter of 2014. 2014 second quarter non-GAAP net profit represents $0.62 earnings per share as compared to $0.47 earnings per share in the second quarter of 2013 and $0.40 earnings per share in the first quarter of 2014.

On a GAAP basis, net loss in the second quarter of 2014 was $16 million, representing $0.31 per share, as compared with a net loss of $23 million or $0.59 per share in the second quarter of 2013. GAAP net loss for the second quarter of 2014 included $4 million of non-cash cost resulting from the Nishiwaki Fab cessation of operations in Japan, which was announced in the first quarter of 2014, and a gain from acquisition derived from the high value assigned to Tower’s stake in TPSCo of $15 million, net.

On a GAAP basis, net profit in the first half of 2014 was $23 million, representing $0.47 earnings per share, as compared with a net loss of $46 million or $1.44 loss per share in the first half of 2013. GAAP net loss for the first half of 2014 included the following one-time non-cash items: $76 million of non-cash cost due to Company’s decision to cease the operations of the Nishiwaki fab in Japan and a gain from acquisition derived from the high value assigned to Tower’s stake in TPSCo of $166 million, net.

Cash and short-term deposits as of June 30, 2014 were $192 million, as compared to $123 million as of December 31, 2013 and $183 million as of March 31, 2014. The increase in cash balance during the quarter was attributed mainly to $41 million cash generated from operating activities excluding interest payments of $10 million; investments of $15 million in fixed assets, net; and repayment of $6 million of debt, net.

The increase in cash balance during the first half of 2014 was attributed mainly to $66 million cash generated from operating activities excluding interest payments of $16 million; $58 million of cash in TPSCo associated with its establishment as of March 31, 2014; investments of $24 million in fixed assets, net; and repayment of $14 million of debt, net.

Shareholders' equity as of June 30, 2014 was $191 million as compared to $141 million as of December 31, 2013.

Outlook

TowerJazz expects revenues for its 2014 third quarter ending September 30, 2014 to be $225 million with an upward or downward range of 5%. Mid-range guidance represents 70% year over year growth. The third quarter of 2014 will be the first quarter to realize no revenue from Micron, hence the mid-range guidance represents a year over year revenue growth of 20% for all customers (excluding Micron and Panasonic) and 13% quarter over quarter growth.

During the quarter, the Company received and is now evaluating offers and opportunities to strengthen its balance sheet by exchanging its existing debt with longer term, non-equity debt vehicles.

Management Remarks

Russell Ellwanger, Chief Executive Officer of TowerJazz, commented, “The second quarter was our first integrating TPSCo activities and consolidating the revenues. There were no operational surprises against our plans and better than expected business activities. We closed negotiations with 3rd party customers, including high end CIS and top-tier IDM transfers, which should reach annual revenues of well beyond $100 million within the next 3 years. We expect these first contracts and agreements to begin volume production ramp in the second half of 2015.

“The core TowerJazz business grew significantly at 50% and 40%, for our top 5 and top 10 customers, respectively, when comparing their revenues in the second quarter of 2014 to the same period of last year. For these top customers, we expect continuous growth throughout the year, with already 11% and 20%, respectively, comparing the second quarter revenues to the first quarter of 2014.

“Second quarter saw a record number of masks full sets entering our Israeli and US fabs of over 240 vs. 130 for the same period of 2013. The first half of 2014 increase in new masks of 62% vs. the first half of 2013 is a definite indication that we are providing customers’ satisfaction in growing market segments, enabling continued significant growth in 2015 and 2016, as these products reach peak volume production.

“We are seeing strong market demand from customers being served by all of our business units, which we are well poised to serve both organically and with the newly added operational and technical capabilities of TPSCo, enabling us to exceed our $1 billion annual revenue target.”

Teleconference and Webcast

TowerJazz will host an investor conference call today, August 4, 2014, 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 Company’s financial results for the 2014 second quarter and its third quarter 2014 outlook.

This call will be webcast and can be accessed via TowerJazz’s website at www.towerjazz.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 for 90 days.

As previously announced, beginning with the second 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) Nishiwaki Fab restructuring costs and impairments, (4) amortization related to a lease agreement early termination, (5) TPSCo pre-merger costs, (6) financing expenses, net other than interest accrued, such that non-GAAP interest expenses and other financial expenses, net include only interest accrued during the reported period, whether paid or payable, (7) Gain from acquisition and (8) 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 amortization related to a lease agreement early termination, Nishiwaki Fab restructuring costs and impairment, TPSCo pre-merger costs, gain from acquisition, 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), its fully owned U.S. subsidiary Jazz Semiconductor, Inc. and its fully owned Japanese subsidiary TowerJazz Japan, Ltd., operate collectively under the brand name TowerJazz, the global specialty foundry leader. TowerJazz also owns 51% of TowerJazz Panasonic Semiconductor Co., Ltd., newly established with Panasonic Corporation. TowerJazz manufactures integrated circuits, offering a broad range of customizable process technologies including: SiGe, BiCMOS, Mixed-Signal/CMOS, RF CMOS, CMOS Image Sensor, integrated Power Management (BCD & 700V), and MEMS capabilities. Through TowerJazz Panasonic Semiconductor Co., TowerJazz offers best of class 65nm CMOS image sensor dark current and quantum efficiency performance as well as 45nm digital technology. TowerJazz provides a world-class design enablement platform that enables a quick and accurate design cycle. TowerJazz also offers Transfer Optimization and development Process Services (TOPS) to IDMs and fabless companies that need to expand capacity. To provide multi-fab sourcing for its customers, TowerJazz operates two manufacturing facilities in Israel, one in the U.S., and three in Japan. For more information, please visit www.towerjazz.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) 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) material amount of fixed costs, debt and other liabilities and having sufficient funds to satisfy our fixed costs, debt obligations and other short-term and long-term liabilities on a timely basis, or to execute debt re-financing, restructuring and/or fundraising to enable the service of these debt and other liabilities, (vi) 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 and in order to improve our results, (vii) our ability to satisfy the covenants stipulated in our agreements with our lenders, banks and bond holders, (viii) our ability to capitalize on the demand for our foundry services, including the ability to operate our fabs at very high utilization rates, (ix) 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, (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, (xx) 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, (xxi) retention of key employees and recruitment and retention of skilled qualified personnel, (xxii) exposure to inflation, currency exchange and interest rate fluctuations and risks associated with doing business locally and internationally, (xxiii) fluctuations in the market price of our traded securities may adversely affect our reported GAAP non-cash financing expenses, (xxiv) issuance of ordinary shares as a result of conversion and/or exercise of any of our convertible securities may dilute the shareholdings of current and future shareholders, (xxv) successfully executing our acquisitions and integrating them into our business, utilizing our expanded capacity and finding new business, including successfully operating TowerJazz Panasonic Semiconductor Co. (TPSCo), and integrating our foundry business opportunities into TPSCo fabs; (xxvi) meeting regulatory requirements worldwide; (xxvii) ceasing the Nishiwaki fab operations in the course of restructuring our activities and business in Japan, including the sale of TowerJazz Japan (‘TJP’) assets in order to fund its liabilities, settling any potential claims from its employees, labor unions, suppliers, customers or other third parties amicably to avoid deviations to our estimated accruals and allowances and so that it may pay all its employee and other obligations and liabilities and any risk that may result from any legal proceeding that may required in the course of the dissolution and closure of TJP; and (xxviii) business interruption due to fire and other natural disasters, 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, March 31, December 31,
2014 2014 2013
(Unaudited) (Unaudited)
A S S E T S
 
CURRENT ASSETS

Cash and designated short-term interest bearing deposits

$ 192,220 $ 182,831 $ 122,871
Trade accounts receivable 106,569 82,679 80,316
Other receivables 8,450 12,928 10,943
Inventories 83,689 94,453 64,804
Other current assets 38,305 60,279 11,480
Total current assets 429,233 433,170 290,414
 
LONG-TERM INVESTMENTS 14,386 14,132 14,494
 
PROPERTY AND EQUIPMENT, NET 485,177 483,525 350,039
 
INTANGIBLE ASSETS, NET 49,603 26,868 32,393
 
GOODWILL 7,000 7,000 7,000
 
OTHER ASSETS, NET 10,847 10,909 11,547
 
     
TOTAL ASSETS $ 996,246 $ 975,604 $ 705,887
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
CURRENT LIABILITIES
Short term debt $ 97,128 $ 46,364 $ 36,441
Trade accounts payable 100,456 73,604 66,358
Deferred revenue 3,752 1,372 3,166

Employee related liabilities, including Nishiwaki retirement allowance

80,423 80,356 25,957
Deferred tax -- 17,006 --
Other current liabilities 26,548 27,895 7,994
Total current liabilities 308,307 246,597 139,916
 
LONG-TERM DEBT 339,436 386,761 316,885
 
LONG-TERM CUSTOMERS' ADVANCES 6,572 6,924 7,187
 

EMPLOYEE RELATED LIABILITIES

16,406 15,706 65,337
 
DEFERRED TAX LIABILITY 100,135 73,262 13,611
 
OTHER LONG-TERM LIABILITIES 33,925 39,244 21,703
 
Total liabilities 804,781 768,494 564,639
 
TOTAL EQUITY 191,465 207,110 141,248
     
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 996,246 $ 975,604 $ 705,887
 
 
  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,

June 30,

2014 2013 2014 2013
GAAP GAAP GAAP GAAP
 
REVENUES $ 366,725 $ 237,883 $ 234,072 $ 125,236
 
COST OF REVENUES 355,750   223,086   227,347   113,014  
 

GROSS PROFIT

10,975   14,797   6,725   12,222  
 
OPERATING COSTS AND EXPENSES
 
Research and development 21,605 16,891 14,162 7,396
Marketing, general and administrative 27,343 20,987 16,527 10,942
Nishiwaki Fab restructuring costs and impairment 75,728 -- 4,269 --
Amortization related to a lease agreement early termination -- 3,732 -- 1,866
Merger related costs 1,229   --   --   --  
 
125,905   41,610   34,958   20,204  
       
 

OPERATING LOSS

(114,930 ) (26,813 ) (28,233 ) (7,982 )
 
INTEREST EXPENSES, NET (16,931 ) (16,332 ) (8,818 ) (8,305 )
 

OTHER FINANCING EXPENSE, NET

(32,393 ) (7,227 ) (12,276 ) (8,213 )
 

GAIN FROM ACQUISITION

166,404 -- 15,249 --
 
OTHER INCOME (EXPENSE), NET 203   (59 ) 64   201  
 
PROFIT (LOSS) BEFORE INCOME TAX 2,353 (50,431 ) (34,014 ) (24,299 )
 

INCOME TAX BENEFIT

14,020 4,393 11,566 1,412
       
PROFIT (LOSS) BEFORE NON CONTROLLING INTEREST 16,373 (46,038 ) (22,448 ) (22,887 )
 
NON CONTROLLING INTEREST 6,702 -- 6,702 --
       
NET PROFIT (LOSS) $ 23,075   $ (46,038 ) $ (15,746 ) $ (22,887 )
 
 
BASIC EARNINGS (LOSS) PER ORDINARY SHARE $ 0.47   $ (1.44 ) $ (0.31 ) $ (0.59 )
 
 
DILUTED EARNINGS PER ORDINARY SHARE $ 0.39  
 
Net profit used for diluted earnings per share $ 23,075  
 

Weighted average number of ordinary shares outstanding - in thousands, used for diluted earnings per share

59,815  
 
 
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
RECONCILIATION OF REPORTED GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars in thousands, except share data and per share data)
           
 
Three months ended Three months ended Three months ended
June 30, March 31, June 30, March 31, June 30, March 31,
2014 2014 2014 2014 2014 2014
non-GAAP Adjustments (see a, b, c, d, e, below) GAAP
 
REVENUES $ 234,072 $ 132,653 $ -- $ -- $ 234,072 $

132,653

 
COST OF REVENUES 171,672   88,162   55,675   (a) 40,241   (a) 227,347   128,403  
 
GROSS PROFIT (LOSS) 62,400   44,491   (55,675 ) (40,241 ) 6,725   4,250  
 
OPERATING COSTS AND EXPENSES
 
Research and development 13,734 7,155 428 (b) 288 (b) 14,162 7,443
Marketing, general and administrative 15,556 9,866 971 (c) 950 (c) 16,527 10,816
Nishiwaki Fab restructuring costs and impairment -- -- 4,269 71,459 4,269 71,459
Merger related costs --   --   --   1,229   --   1,229  
 
29,290   17,021   5,668   73,926   34,958   90,947  
           
 
OPERATING PROFIT (LOSS) 33,110 27,470 (61,343 ) (114,167 ) (28,233 ) (86,697 )
 
INTEREST EXPENSES, NET (8,818 ) (8,113 ) -- (d) -- (d) (8,818 ) (8,113 )
 
OTHER FINANCING INCOME (EXPENSE), NET -- -- (12,276 ) (d) (20,117 ) (d) (12,276 ) (20,117 )
 

GAIN FROM ACQUISITION

-- -- 15,249 151,155 15,249 151,155
 
OTHER INCOME (EXPENSE), NET 64   139   --   --   64   139  
 
PROFIT (LOSS) BEFORE INCOME TAX 24,356 19,496 (58,370 ) 16,871 (34,014 ) 36,367
 
INCOME TAX BENEFIT (EXPENSE) (66 ) (37 ) 11,632 (e) 2,491 (e) 11,566 2,454
           
PROFIT (LOSS) BEFORE NON CONTROLLING INTEREST 24,290 19,459 (46,738 ) 19,362 (22,448 ) 38,821
 
NON CONTROLLING INTEREST 6,702 -- -- -- 6,702 --
           
NET PROFIT (LOSS) $ 30,992   $ 19,459   $ (46,738 ) $ 19,362   $ (15,746 ) $ 38,821  
 
 
 
 
BASIC EARNINGS (LOSS) PER ORDINARY SHARE $ 0.62   $ 0.40   $ (0.31 ) $ 0.81  
 

Weighted average number of ordinary shares outstanding - in thousands

50,146   48,142   50,146   48,142  
 
 
DILUTED EARNINGS PER ORDINARY SHARE (*) $ 0.41   $ 0.30  
 
 
(a) Includes depreciation and amortization expenses in the amounts of $55,460 and $39,944 and stock based compensation expenses in the amounts of $215 and $297 for the three months ended June 30, 2014 and March 31, 2014, respectively.
 
(b) Includes depreciation and amortization expenses in the amounts of $203 and $29 and stock based compensation expenses in the amounts of $225 and $259 for the three months ended June 30, 2014 and March 31, 2014, respectively.
 
(c) Includes depreciation and amortization expenses in the amounts of $213 and $200 and stock based compensation expenses in the amounts of $758 and $750 for the three months ended June 30, 2014 and March 31, 2014, respectively.
 
(d) Non-GAAP interest expenses and other financing expense, net include only interest on an accrual basis; GAAP financing expense, net for the three months ended March 31, 2014 included one-time non-cash cost of $9.8 million resulted from the Jazz Notes exchange deal dated March 2014.
 
(e) Non-GAAP income tax expense include taxes paid during the period.
 
(*)

Fully diluted earnings per share calculation and presentation are not required under GAAP for the second quarter of 2014, since the company did not have net profit. Hence, fully diluted earnings per share is not different than basic earnings per share for the second quarter of 2014. Had fully diluted earnings per share calculation and presentation been required for the second quarter of 2014, the company would have added 7 million shares underlying its capital notes, 4 million shares underlying options and warrants, 11 million possible shares underlying notes series F due December 2015 (unless repayable with cash), 11 million possible shares underlying notes series F due December 2016 (unless repayable with cash) and 6 million possible shares underlying Jazz notes due December 2018 (unless repayable with cash).

 
 
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 Three months ended Three months ended
June 30,

June 30,

June 30,

2014 2013 2014 2013 2014 2013
non-GAAP Adjustments (see a, b, c, d, e, f below) GAAP
 
REVENUES $ 234,072 $ 125,236 $ -- $ -- $ 234,072 $ 125,236
 
COST OF REVENUES 171,672   81,204   55,675   (a) 31,810   (a) 227,347   113,014  
 
GROSS PROFIT 62,400   44,032   (55,675 ) (31,810 ) 6,725   12,222  
 
OPERATING COSTS AND EXPENSES
 
Research and development 13,734 7,256 428 (b) 140 (b) 14,162 7,396
Marketing, general and administrative 15,556 10,471 971 (c) 471 (c) 16,527 10,942
Nishiwaki Fab restructuring costs and impairment -- -- 4,269

 

-- 4,269 --
Amortization related to a lease agreement early termination --   --   --   1,866  

(d)

--   1,866  
 
29,290   17,727   5,668   2,477   34,958   20,204  
           
 
OPERATING PROFIT (LOSS) 33,110 26,305 (61,343 ) (34,287 ) (28,233 ) (7,982 )
 
INTEREST EXPENSES, NET (8,818 ) (8,305 ) -- (e) -- (e) (8,818 ) (8,305 )
 
OTHER FINANCING EXPENSE, NET -- -- (12,276 ) (e) (8,213 ) (e) (12,276 ) (8,213 )
 

GAIN FROM ACQUISITION

-- -- 15,249 -- 15,249 --
 
OTHER INCOME, NET 64   201   --   --   64   201  
 
PROFIT (LOSS) BEFORE INCOME TAX 24,356 18,201 (58,370 ) (42,500 ) (34,014 ) (24,299 )
 
INCOME TAX BENEFIT (EXPENSE) (66 ) 11,632 (f) 1,412 (f) 11,566 1,412
           
PROFIT (LOSS) BEFORE NON CONTROLLING INTEREST 24,290 18,201 (46,738 ) (41,088 ) (22,448 ) (22,887 )
 
NON CONTROLLING INTEREST 6,702 -- -- -- 6,702 --
           
NET PROFIT (LOSS) $ 30,992   $ 18,201   $ (46,738 ) $ (41,088 ) $ (15,746 ) $ (22,887 )
 
 
 
BASIC EARNINGS (LOSS) PER ORDINARY SHARE $ 0.62   $ 0.47   $ (0.31 ) $ (0.59 )
 
 
(a) Includes depreciation and amortization expenses in the amounts of $55,460 and $31,735 and stock based compensation expenses in the amounts of $215 and $75 for the three months ended June 30, 2014 and June 30, 2013, respectively.
 
(b) Includes depreciation and amortization expenses in the amounts of $203 and $75 and stock based compensation expenses in the amounts of $225 and $65 for the three months ended June 30, 2014 and June 30, 2013, respectively.
 
(c) Includes depreciation and amortization expenses in the amounts of $213 and $160 and stock based compensation expenses in the amounts of $758 and $311 for the three months ended June 30, 2014 and June 30, 2013, respectively.
 
(d) Non cash amortization recorded in 2013 as a result of an early termination of an office building lease contract.
 
(e) Non-GAAP interest expenses and other financing expense, net include only interest on an accrual basis.
 
(f) Non-GAAP income tax expense 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 Six months ended Six months ended
June 30,

June 30,

June 30,

2014 2013 2014 2013 2014 2013
non-GAAP Adjustments (see a, b, c, d, e, f below) GAAP
 
REVENUES $ 366,725 $ 237,883 $ -- $ -- $ 366,725 $ 237,883
 
COST OF REVENUES 259,834   160,151   95,916   (a) 62,935   (a) 355,750   223,086  
 
GROSS PROFIT 106,891   77,732   (95,916 ) (62,935 ) 10,975   14,797  
 
OPERATING COSTS AND EXPENSES
 
Research and development 20,889 16,603 716 (b) 288 (b) 21,605 16,891
Marketing, general and administrative 25,422 19,874 1,921 (c) 1,113 (c) 27,343 20,987
Nishiwaki Fab restructuring costs and impairment -- -- 75,728

 

-- 75,728 --
Amortization related to a lease agreement early termination -- -- -- 3,732

(d)

-- 3,732
Merger related costs --   --   1,229   --   1,229   --  
           
 
46,311   36,477   79,594   5,133   125,905   41,610  
           
 
OPERATING PROFIT (LOSS) 60,580 41,255 (175,510 ) (68,068 ) (114,930 ) (26,813 )
 
INTEREST EXPENSES, NET (16,931 ) (16,332 ) -- (e) -- (e) (16,931 ) (16,332 )
 
OTHER FINANCING EXPENSE, NET -- -- (32,393 ) (e) (7,227 ) (e) (32,393 ) (7,227 )
 

GAIN FROM ACQUISITION

-- -- 166,404 -- 166,404 --
 
OTHER INCOME (EXPENSE), NET 203   (59 ) --   --   203   (59 )
 
PROFIT (LOSS) BEFORE INCOME TAX 43,852 24,864 (41,499 ) (75,295 ) 2,353 (50,431 )
 
INCOME TAX BENEFIT (EXPENSE) (103 ) (190 ) 14,123 (f) 4,583

(f)

14,020 4,393
           
PROFIT (LOSS) BEFORE NON CONTROLLING INTEREST 43,749 24,674 (27,376 ) (70,712 ) 16,373 (46,038 )
 
NON CONTROLLING INTEREST 6,702 -- -- -- 6,702 --
           
NET PROFIT (LOSS) $ 50,451   $ 24,674   $ (27,376 ) $ (70,712 ) $ 23,075   $ (46,038 )
 
 
 
BASIC EARNINGS (LOSS) PER ORDINARY SHARE $ 1.03   $ 0.77   $ 0.47   $ (1.44 )
 
 
(a) Includes depreciation and amortization expenses in the amounts of $95,404 and $62,701 and stock based compensation expenses in the amounts of $512 and $234 for the six months ended June 30, 2014 and June 30, 2013, respectively.
 
(b) Includes depreciation and amortization expenses in the amounts of $232 and $105 and stock based compensation expenses in the amounts of $484 and $183 for the six months ended June 30, 2014 and June 30, 2013, respectively.
 
(c) Includes depreciation and amortization expenses in the amounts of $413 and $364 and stock based compensation expenses in the amounts of $1,508 and $749 for the six months ended June 30, 2014 and June 30, 2013, respectively.
 
(d) Non cash amortization related to an early termination of an office building lease contract.
 
(e) Non-GAAP interest expenses and other financing expense, net include only interest on an accrual basis; GAAP financing expense, net, includes (i) in 2014 - one-time non-cash cost of $9.8 million resulted from the Jazz Notes exchange deal dated March 2014; and (ii) in 2013 - one-time non-cash income of $6.5 million from the banks' extension contract signed in March 2013.
 
(f) Non-GAAP income tax expenses include taxes paid during the period

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@ThingsExpo Stories
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
For IoT to grow as quickly as analyst firms’ project, a lot is going to fall on developers to quickly bring applications to market. But the lack of a standard development platform threatens to slow growth and make application development more time consuming and costly, much like we’ve seen in the mobile space. In his session at @ThingsExpo, Mike Weiner, Product Manager of the Omega DevCloud with KORE Telematics Inc., discussed the evolving requirements for developers as IoT matures and conducted a live demonstration of how quickly application development can happen when the need to comply wit...
The Internet of Everything (IoE) brings together people, process, data and things to make networked connections more relevant and valuable than ever before – transforming information into knowledge and knowledge into wisdom. IoE creates new capabilities, richer experiences, and unprecedented opportunities to improve business and government operations, decision making and mission support capabilities.
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at @ThingsExpo, James Kirkland, Red Hat's Chief Architect for the Internet of Things and Intelligent Systems, described how to revolutionize your archit...
MuleSoft has announced the findings of its 2015 Connectivity Benchmark Report on the adoption and business impact of APIs. The findings suggest traditional businesses are quickly evolving into "composable enterprises" built out of hundreds of connected software services, applications and devices. Most are embracing the Internet of Things (IoT) and microservices technologies like Docker. A majority are integrating wearables, like smart watches, and more than half plan to generate revenue with APIs within the next year.
Growth hacking is common for startups to make unheard-of progress in building their business. Career Hacks can help Geek Girls and those who support them (yes, that's you too, Dad!) to excel in this typically male-dominated world. Get ready to learn the facts: Is there a bias against women in the tech / developer communities? Why are women 50% of the workforce, but hold only 24% of the STEM or IT positions? Some beginnings of what to do about it! In her Opening Keynote at 16th Cloud Expo, Sandy Carter, IBM General Manager Cloud Ecosystem and Developers, and a Social Business Evangelist, d...
In his keynote at 16th Cloud Expo, Rodney Rogers, CEO of Virtustream, discussed the evolution of the company from inception to its recent acquisition by EMC – including personal insights, lessons learned (and some WTF moments) along the way. Learn how Virtustream’s unique approach of combining the economics and elasticity of the consumer cloud model with proper performance, application automation and security into a platform became a breakout success with enterprise customers and a natural fit for the EMC Federation.
The Internet of Things is not only adding billions of sensors and billions of terabytes to the Internet. It is also forcing a fundamental change in the way we envision Information Technology. For the first time, more data is being created by devices at the edge of the Internet rather than from centralized systems. What does this mean for today's IT professional? In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists addressed this very serious issue of profound change in the industry.
Discussions about cloud computing are evolving into discussions about enterprise IT in general. As enterprises increasingly migrate toward their own unique clouds, new issues such as the use of containers and microservices emerge to keep things interesting. In this Power Panel at 16th Cloud Expo, moderated by Conference Chair Roger Strukhoff, panelists addressed the state of cloud computing today, and what enterprise IT professionals need to know about how the latest topics and trends affect their organization.
It is one thing to build single industrial IoT applications, but what will it take to build the Smart Cities and truly society-changing applications of the future? The technology won’t be the problem, it will be the number of parties that need to work together and be aligned in their motivation to succeed. In his session at @ThingsExpo, Jason Mondanaro, Director, Product Management at Metanga, discussed how you can plan to cooperate, partner, and form lasting all-star teams to change the world and it starts with business models and monetization strategies.
Converging digital disruptions is creating a major sea change - Cisco calls this the Internet of Everything (IoE). IoE is the network connection of People, Process, Data and Things, fueled by Cloud, Mobile, Social, Analytics and Security, and it represents a $19Trillion value-at-stake over the next 10 years. In her keynote at @ThingsExpo, Manjula Talreja, VP of Cisco Consulting Services, discussed IoE and the enormous opportunities it provides to public and private firms alike. She will share what businesses must do to thrive in the IoE economy, citing examples from several industry sectors.
There will be 150 billion connected devices by 2020. New digital businesses have already disrupted value chains across every industry. APIs are at the center of the digital business. You need to understand what assets you have that can be exposed digitally, what their digital value chain is, and how to create an effective business model around that value chain to compete in this economy. No enterprise can be complacent and not engage in the digital economy. Learn how to be the disruptor and not the disruptee.
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Business as usual for IT is evolving into a "Make or Buy" decision on a service-by-service conversation with input from the LOBs. How does your organization move forward with cloud? In his general session at 16th Cloud Expo, Paul Maravei, Regional Sales Manager, Hybrid Cloud and Managed Services at Cisco, discusses how Cisco and its partners offer a market-leading portfolio and ecosystem of cloud infrastructure and application services that allow you to uniquely and securely combine cloud business applications and services across multiple cloud delivery models.
The enterprise market will drive IoT device adoption over the next five years. In his session at @ThingsExpo, John Greenough, an analyst at BI Intelligence, division of Business Insider, analyzed how companies will adopt IoT products and the associated cost of adopting those products. John Greenough is the lead analyst covering the Internet of Things for BI Intelligence- Business Insider’s paid research service. Numerous IoT companies have cited his analysis of the IoT. Prior to joining BI Intelligence, he worked analyzing bank technology for Corporate Insight and The Clearing House Payment...
"Optimal Design is a technology integration and product development firm that specializes in connecting devices to the cloud," stated Joe Wascow, Co-Founder & CMO of Optimal Design, in this SYS-CON.tv interview at @ThingsExpo, held June 9-11, 2015, at the Javits Center in New York City.
SYS-CON Events announced today that CommVault has been named “Bronze Sponsor” of SYS-CON's 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. A singular vision – a belief in a better way to address current and future data management needs – guides CommVault in the development of Singular Information Management® solutions for high-performance data protection, universal availability and simplified management of data on complex storage networks. CommVault's exclusive single-platform architecture gives companies unp...
Electric Cloud and Arynga have announced a product integration partnership that will bring Continuous Delivery solutions to the automotive Internet-of-Things (IoT) market. The joint solution will help automotive manufacturers, OEMs and system integrators adopt DevOps automation and Continuous Delivery practices that reduce software build and release cycle times within the complex and specific parameters of embedded and IoT software systems.
"ciqada is a combined platform of hardware modules and server products that lets people take their existing devices or new devices and lets them be accessible over the Internet for their users," noted Geoff Engelstein of ciqada, a division of Mars International, in this SYS-CON.tv interview at @ThingsExpo, held June 9-11, 2015, at the Javits Center in New York City.
Internet of Things is moving from being a hype to a reality. Experts estimate that internet connected cars will grow to 152 million, while over 100 million internet connected wireless light bulbs and lamps will be operational by 2020. These and many other intriguing statistics highlight the importance of Internet powered devices and how market penetration is going to multiply many times over in the next few years.