false 2021-06-30 0000928876 --12-31 6-K 0000928876 2020-01-01 2020-06-30 iso4217:USD 0000928876 2020-04-01 2020-06-30 0000928876 2021-01-01 2021-06-30 0000928876 2021-04-01 2021-06-30 0000928876 us-gaap:RetainedEarningsMember 2021-01-01 2021-06-30 0000928876 tsem:OtherComprehensiveIncomeLossTotalMember 2021-01-01 2021-06-30 0000928876 us-gaap:NoncontrollingInterestMember 2021-01-01 2021-06-30 0000928876 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-01 2021-06-30 0000928876 2020-06-30 0000928876 2019-12-31 0000928876 2020-12-31 0000928876 2021-06-30 0000928876 us-gaap:CommonStockMember 2020-12-31 i:shares 0000928876 us-gaap:CommonStockMember 2021-06-30 0000928876 us-gaap:CommonStockMember 2021-01-01 2021-06-30 0000928876 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-06-30 0000928876 us-gaap:AccumulatedTranslationAdjustmentMember 2021-01-01 2021-06-30 0000928876 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0000928876 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0000928876 us-gaap:DeferredCompensationShareBasedPaymentsMember 2020-12-31 0000928876 us-gaap:DeferredCompensationShareBasedPaymentsMember 2021-06-30 0000928876 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0000928876 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-06-30 0000928876 us-gaap:AccumulatedTranslationAdjustmentMember 2020-12-31 0000928876 us-gaap:AccumulatedTranslationAdjustmentMember 2021-06-30 0000928876 us-gaap:RetainedEarningsMember 2020-12-31 0000928876 us-gaap:RetainedEarningsMember 2021-06-30 0000928876 us-gaap:TreasuryStockMember 2020-12-31 0000928876 us-gaap:TreasuryStockMember 2021-06-30 0000928876 us-gaap:NoncontrollingInterestMember 2020-12-31 0000928876 us-gaap:NoncontrollingInterestMember 2021-06-30 iso4217:USD i:shares 0000928876 tsem:TowerJazzPanasonicSemiconductorCoLtdMember 2021-06-30 i:pure 0000928876 us-gaap:DeferredCompensationShareBasedPaymentsMember 2021-01-01 2021-06-30


Exhibit 99.1

TOWER SEMICONDUCTOR LTD.

AND SUBSIDIARIES

UNAUDITED CONDENSED INTERIM

CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021


TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

INDEX TO UNAUDITED CONDENSED INTERIM

CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

Page

BALANCE SHEETS

F-2

STATEMENTS OF OPERATIONS

F-3

STATEMENTS OF COMPREHENSIVE INCOME

F-4

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

F-5

STATEMENTS OF CASH FLOWS

F-6 - F-7

NOTES TO FINANCIAL STATEMENTS

F-8


TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(dollars and shares in thousands)

As of

As of

June 30,

December 31,

2021

2020

 

A S S E T S

 

CURRENT ASSETS

Cash and cash equivalents

$

215,755

$

211,683

Short-term interest-bearing deposits

323,713

310,230

Marketable securities

189,489

188,967

Trade accounts receivables

144,868

162,100

Inventories

209,306

199,126

Other current assets

39,929

30,810

Total current assets

1,123,060

1,102,916

 

LONG-TERM INVESTMENTS

41,453

40,699

 

PROPERTY AND EQUIPMENT, NET

859,589

839,171

 

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

16,978

17,962

 

DEFERRED TAX AND OTHER LONG-TERM ASSETS

91,312

93,401

 

TOTAL ASSETS

$

2,132,392

$

2,094,149

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

CURRENT LIABILITIES

Current maturities of long-term debt

$

104,062

$

106,513

Trade accounts payables

100,426

 

96,940

Deferred revenue and customers' advances

19,608

 

10,027

Employee related liabilities

63,650

 

51,527

Other current liabilities

14,761

 

7,905

Total current liabilities

302,507

 

272,912

 

LONG-TERM DEBT

234,500

283,765

 

 

LONG-TERM CUSTOMERS' ADVANCES

32,047

25,451

 

 

EMPLOYEE RELATED LIABILITIES

15,958

15,833

 

DEFERRED TAX AND OTHER LONG-TERM LIABILITIES

29,771

41,286

 

TOTAL LIABILITIES

614,783

639,247

 

THE COMPANY'S SHAREHOLDERS' EQUITY

1,522,540

1,457,812

Non-controlling interest

(4,931

)

(2,910

)

TOTAL SHAREHOLDERS' EQUITY

1,517,609

1,454,902

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

2,132,392

$

2,094,149

(*) Marketable securities are available-for-sale securities; the amortized cost of such marketable securities of $188,361 and $187,719 as of June 30, 2021 and December 31, 2020, respectively, is presented net of an immaterial allowance for credit losses.

See notes to consolidated financial statements.

F - 2


TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(dollars and shares in thousands, except per share data)

Six months ended

Three months ended

June 30,

June 30,

2021

2020

2021

2020

 

REVENUES

$

709,352

$

610,261

$

362,138

$

310,090

 

COST OF REVENUES

565,783

500,013

288,383

252,385

 

GROSS PROFIT

143,569

110,248

73,755

57,705

 

OPERATING COSTS AND EXPENSES:

 

Research and development

41,424

38,838

21,081

19,424

Marketing, general and administrative

35,662

32,845

18,671

16,154

 

77,086

71,683

39,752

35,578

 

OPERATING PROFIT

66,483

38,565

34,003

22,127

 

FINANCING AND OTHER INCOME (EXPENSE), NET

(8,326

)

(282

)

( 484

)

1,831

 

PROFIT BEFORE INCOME TAX

58,157

38,283

33,519

23,958

 

INCOME TAX BENEFIT (EXPENSE), NET

3,674

(778

)

(2,202

)

(2,484

)

 

NET PROFIT

61,831

37,505

31,317

21,474

 

Net income attributable to non-controlling interest

(2,643

)

(1,433

)

(451

)

(2,422

)

 

NET PROFIT ATTRIBUTABLE TO THE COMPANY

$

59,188

$

36,072

$

30,866

$

19,052

 

BASIC EARNINGS PER ORDINARY SHARE:

 

Earnings per share

$

0.55

$

0.34

$

0.29

$

0.18

 

Weighted average number of ordinary shares outstanding

107,992

106,885

108,043

106,956

 

DILUTED EARNINGS PER ORDINARY SHARE:

 

Earnings per share

$

0.54

$

0.33

$

0.28

$

0.18

 

Net profit used for diluted earnings per share

$

59,188

$

36,072

$

30,866

$

19,052

 

Weighted average number of ordinary shares outstanding used for diluted earnings per share

109,545

108,213

109,629

108,277

See notes to consolidated financial statements.

F - 3


TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(dollars in thousands)

Six months ended

Three months ended

June 30,

June 30,

2021

2020

2021

2020

 

Net profit

$

61,831

$

37,505

$

31,317

$

21,474

 

Other comprehensive income, net of tax:

 

Foreign currency translation adjustment

(9,741

)

(124

)

1,209

556

 

Change in employees plan assets and benefit obligations, net of taxes

(100

)

(130

)

(50

)

(65

)

 

Unrealized gain (loss) on derivatives

(523

)

(1,473

)

1,134

4,662

 

Comprehensive income

51,467

35,778

33,610

26,627

 

Comprehensive loss (income) attributable to non-controlling interest

2,021

(1,959

)

(552

)

(3,091

)

 

Comprehensive income attributable to the Company

$

53,488

$

33,819

$

33,058

$

23,536

See notes to consolidated financial statements.

F - 4


TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)

(dollars and share data in thousands)

THE COMPANY'S SHAREHOLDERS' EQUITY

 

Ordinary

shares

issued

Ordinary

shares

amount

Additional

paid-in

capital

Unearned compensation

Accumulated other comprehensive loss

Foreign currency translation adjustments

Accumulated deficit

Treasury stock

Comprehensive income

Non

controlling

interest

Total

 

 

 

BALANCE AS OF JANUARY 1, 2021

108,010

 

 

$

430,996

 

 

$

1,393,095

 

 

$

124,762

 

 

$

(262

)

 

$

(16,247

)

 

$

(465,460

)

 

$

(9,072

)

 

 

 

$

(2,910

)

 

$

1,454,902

 

 

 

Changes during the period:

 

 

 

Exercise of options and RSUs

296

1,358

(995

)

363

 

Employee stock-based compensation

10,877

10,877

 

Other comprehensive income:

 

Profit

59,188

$

59,188

2,643

61,831

 

Foreign currency translation adjustments

(5,077

)

(5,077

)

(4,664

)

(9,741

)

Change in employees plan assets and benefit obligations

(100

)

(100

)

(100

)

Unrealized loss on derivatives

(523

)

(523

)

(523

)

Comprehensive income

$

53,488

 

 

 

BALANCE AS OF JUNE 30, 2021

108,306

$

432,354

$

1,392,100

$

135,639

$

(885

)

$

(21,324

)

$

(406,272

)

$

(9,072

)

$

(4,931

)

$

1,517,609

 

 

 

OUTSTANDING SHARES, NET OF TREASURY STOCK AS OF JUNE 30, 2021

108,219

 

See notes to consolidated financial statements.

F - 5


TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(dollars in thousands)

Six months ended

June 30,

CASH FLOWS - OPERATING ACTIVITIES

2021

2020

 

Net profit

$

61,831

$

37,505

 

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

127,535

117,299

Effect of exchange rate differences on debentures

(1,994

)

(910

)

Other income, net

(3,227

)

(890

)

Changes in assets and liabilities:

Trade accounts receivable

12,722

(1,296

)

Other current assets

(8,983

)

5,122

Inventories

(15,484

)

(17,380

)

Trade accounts payable

(14,568

)

(12,950

)

Deferred revenue and customers' advances

16,207

(2,498

)

Employee related liabilities and other current liabilities

19,696

10,729

Long-term employee related liabilities

140

2,078

Deferred tax, net and other long-term liabilities

(13,212

)

(1,870

)

Net cash provided by operating activities

180,663

134,939

 

CASH FLOWS - INVESTING ACTIVITIES

 

Investments in property and equipment, net

(105,599

)

(125,444

)

Investments in deposits, marketable securities and other assets, net

(18,666

)

(78,786

)

Net cash used in investing activities

(124,265

)

(204,230

)

 

CASH FLOWS - FINANCING ACTIVITIES

 

Exercise of options, net

364

1,214

Loans repayment

(11,163

)

-

Principal payments on account of capital lease obligation

(17,903

)

(10,443

)

Debentures repayment

(20,078

)

(18,754

)

Net cash used in financing activities

(48,780

)

(27,983

)

 

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE

(3,546

)

506

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

4,072

(96,768

)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

211,683

355,561

 

CASH AND CASH EQUIVALENTS - END OF PERIOD

$

215,755

$

258,793

See notes to consolidated financial statements.

F - 6


TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(dollars in thousands)

Six months ended

June 30,

2021

2020

 

NON-CASH ACTIVITIES:

 

Investments in property and equipment

$

74,142

$

71,967

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

Cash received during the period from interest, net

$

769

$

2,028

Cash paid during the period for income taxes, net

$

5,016

$

2,149

See notes to consolidated financial statements.

F - 7


TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED

FINANCIAL STATEMENTS AS OF JUNE 30, 2021

(dollars in thousands, except per share data)

NOTE 1 - GENERAL

Basis for Presentation

The unaudited condensed interim consolidated financial statements of Tower Semiconductor Ltd. (“Tower”) as of June 30, 2021 include the financial statements of Tower and (i) its wholly-owned subsidiary Tower US Holdings Inc., the sole owner of: (1) Tower Semiconductor NPB Holdings, Inc. and its wholly-owned subsidiary, Tower Semiconductor Newport Beach, Inc. and (2) Tower Semiconductor San Antonio, Inc. and (ii) its 51% owned subsidiary, Tower Partners Semiconductor Co., Ltd. (“TPSCo”). Tower and its subsidiaries are collectively referred to as the “Company”.

The Company’s unaudited condensed interim consolidated financial statements are presented after elimination of inter-company transactions and balances and are presented in accordance with U.S. generally accepted accounting principles (“US GAAP”).

The unaudited condensed interim consolidated financial statements of the Company should be read in conjunction with the audited consolidated financial statements of the Company as of December 31, 2020 and for the year then ended, including the notes thereto.

In the opinion of the Company's management, the unaudited condensed interim consolidated financial statements include all adjustments necessary for a fair presentation of the Company’s financial position as of the dates presented and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected on a full-year basis.

NOTE 2 - INITIAL ADOPTION OF NEW STANDARDS

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes - Simplifying the Accounting for Income Taxes” (“Topic 740”). This guidance removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. This ASU became effective on January 1, 2021 and has been initially adopted by the Company on such date, which adoption resulted in no material effect on the Company’s consolidated financial statements.

NOTE 3 - RECENT DEVELOPMENTS

In June 2021, the Company signed a definitive agreement with STMicroelectronics, an independent device manufacturer and a global semiconductor company serving customers across the spectrum of electronics applications ("ST"), to collaborate for an accelerated ramp-up of a 12-inch (300mm) state-of-the-art manufacturing facility, which is under construction in Agrate Brianza site in Italy. To implement this project, Tower is establishing a fully owned subsidiary in Italy (“TSIT”). ST and TSIT will share the clean room space and the facility infrastructure, with TSIT installing its own equipment in one third of the total space. Both companies will make significant investments in their respective process equipment and work together on the acceleration of the fab technology and equipment qualifications and subsequent manufacturing ramp-up, a key factor to reach a high utilization level and therefore a competitive wafer cost structure. Operations will continue to be managed by ST and the fab’s cost will be shared between the parties.

The products of the fab will be used in automotive, industrial and personal electronics applications and markets, and the manufacturing technologies of the fab are expected to include 130, 90 and 65nm processes for smart power, analog mixed signal, displays and analog RF processes.

 

F - 8