Tower Semiconductor Announces Second Quarter and Six Months 2005 Results
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Tower Semiconductor Announces Second Quarter and Six Months 2005 Results

Fab2 Tape-Outs During Q2 at Record High

MIGDAL HAEMEK, Israel, August 2 /PRNewswire-FirstCall/ -- Tower Semiconductor Ltd. (NASDAQ: TSEM), a pure-play independent specialty foundry, today announced second quarter and six months results for fiscal year 2005. Revenues were $27.2 million for the three months ended June 30, including $8 million from a previously announced technology-related agreement, versus revenues of $23.2 in the first quarter of 2005 and $33.7 million in the second quarter of 2004. For the six months ending June 30, 2005, revenues were $50.4 million, including $8 million from a previously announced technology-related agreement, versus $60.9 million for the first half of 2004, including $1.9 million from this same agreement.

The 2005-second quarter loss was $47.2 million, or $0.71 per share, which represents negative $4.5 million EBITDA. This loss is compared with a loss of $55.3 million, or $0.84 per share, for the first quarter of 2005 (negative $13.7 million EBITDA), and a loss of $36.5 million, or $0.55 per share, in the second quarter of 2004 (negative $2.2 million EBITDA). In addition, for the first half of 2005 the loss was $102.6 million, or $1.56 per share, which represents negative $18.2 million EBITDA versus a loss of $75 million, or $1.16 per share for the first half of 2004 (negative $8.2 million EBITDA).

Tower expects revenues in the third quarter of 2005 to be in the range of $20 to $22 million, reflecting a modest growth over Q2 sales from manufacturing activities. In addition, Q2 had a record high number of Fab2 customer product tape-outs, exceeding the total for the full calendar year in 2004. These tape-outs are expected to materialize into revenue growth in the coming quarters and indicate the increasing traction of the Fab2 technology offering to its customer's products.

During the second quarter Tower has started shipping production wafers of 1.3 and 2.0 mega-pixel CMOS Image Sensors for cell-phone applications, utilizing the 0.18-micron manufacturing capabilities of Fab2. Included in Q2 tape-outs, a product for a leading fabless company, utilizing Tower's state of the art 0.18 micron embedded NVM solution. Tower continues to grow its mixed signal revenues in Fab2 and has attained excellent performance on an advanced RFCMOS product in the Wi-Fi space.

Tower has reached a definitive agreement with its banks, under which they will provide the company with up to approximately $30 million of additional funding to be matched by financing of $30 million to be raised by Tower. A preliminary prospectus for rights to purchase the company's convertible debentures was filed in the U.S. and Israel. All of Tower's shareholders as of the record date, yet to be determined, will be offered the opportunity to participate in this $50 million offering. Certain of Tower's major shareholders have committed to purchase from Tower $24.5 million principal amount of convertible debentures.

"I have now visited the majority of Tower's customers world wide and the overriding sentiment is confidence and satisfaction in Towers technical and operational capability and best of breed responsiveness", said Russell Ellwanger, chief executive officer, Tower Semiconductor. "With up to $60M million in additional funding from our banks and investors we will continue to build on these strengths, while setting our customers' needs at the core of our operation."

The revenue numbers below exclude the $8 million from a previously announced technology agreement.

    1. Diversifying customer base

    Total customer count       As of end of   As of end of Q2
                               Q2 2005        2004

    95% of revenue generated   27 customers   21 customers
    by:
    Fab 2 production customers 9 customers    5 customers
    Fab 2 pre-production       22 customers   11 customers
    customers


    2. Sales by customer base profile

    Type of customer     Q2 2005    Q1 2005     Q2 2004

    Fabless              72%        76%         71%
    IDM                  28%        24%         29%


    3. Sales by geography

    Region                     Q2 2005     Q1 2005    Q2 2004

    U.S.                       68%         77%        49%
    Israel                     9%          5%         28%
    Pacific Rim (including     8%          10%        13%
    Japan)
    Europe                     15%         8%         10%


    4. Developing specialized technology offerings

Tower continues to develop differentiated technologies, utilizing core technical knowledge in embedded NVM, CMOS image sensors, mixed-signal and RF technologies, according to its strategic roadmap.

During the second quarter, Tower increased the CMOS image sensors and the Mixed Signal shares of total revenue, as can be seen in the table below.

    Technology Segment          Q2 2005     Q1 2005    Q2 2004
    Consolidated

    Core CMOS                   54%         69%        53%
    Non Volatile memory          9%          8%        23%
    CMOS imager sensors         18%         11%         9%
    Mixed Signal, RF and Power  19%         12%        15%
    Fab1
    Core CMOS                   31%         36%        18%
    Non Volatile memory         19%         18%        41%
    CMOS imager sensors         29%         20%        15%
    Mixed Signal, RF and Power  21%         26%        26%
    Fab2
    Core CMOS                   72%         92%        95%
    Non Volatile memory          1%          1%         0%
    CMOS imager sensors          9%          5%         3%
    Mixed Signal and RF         18%          2%         2%

The company made progress in 0.13u technology, running initial shuttle with customers' test chips and several IP blocks. Tower expects that production ramp utilizing this technology will start during 2006.

    5. Diversifying revenues by market segment
    Tower maintains its market segment diversification.

    Industry Segment         Q2 2005      Q1 2005   Q2 2004

    Consumer                 29%          48%       49%
    Communication            20%          18%       15%
    PC                        6%           2%        5%
    Industrial, medical and  21%          12%       12%
    automotive
    Multi market and others  24%          20%       19%

Tower will host a conference call to discuss these results on August 2, at 10a.m. Eastern time/5 p.m. Israel time. To participate, call +1-866-229-7198 (U.S. toll-free number) or +972-3-918-0610 (international) and mention ID code: TOWER. Callers in Israel are invited to call locally 03-918-0610. The conference call will also be webcast live at www.companyboardroom.com and at www.towersemi.com and will be available thereafter on both websites for replay for 90 days, starting at 1 p.m. Eastern time on the day of the call.

About Tower Semiconductor Ltd.

Tower Semiconductor Ltd. is a pure-play independent specialty foundry established in 1993. The company manufactures integrated circuits with geometries ranging from 1.0 to 0.13 micron; it also provides complementary technical services and design support. In addition to digital CMOS process technology, Tower offers advanced non-volatile memory solutions, mixed-signal and CMOS image-sensor technologies. To provide world-class customer service, the company maintains two manufacturing facilities: Fab 1 has process technologies from 1.0 to 0.35 micron and can produce up to 16,000 150mm wafers per month. Fab 2 features 0.18 micron and below standard and specialized process technologies and has a current capacity of up to 15,000 200mm wafers per month. Tower's website is located at www.towersemi.com.

Safe Harbor

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. Potential risks and uncertainties include, without limitation, risks and uncertainties associated with: (i) the completion of the equipment installation, technology transfer and ramp-up of production in Fab 2, (ii) having sufficient funds to operate the company and to complete the Fab 2 project, (iii) the cyclical nature of the semiconductor industry and the resulting periodic overcapacity, fluctuations in operating results, future average selling price erosion that may be more severe than our expectations, (iv) operating our facilities at satisfactory utilization rates which is critical in order to cover the high level of fixed costs associated with operating a foundry, (v) the successful completion of the rights offering (vi) our ability to meet certain of the covenants stipulated in our amended facility agreement, (vii) the closing of the definitive amendment to the facility agreement and the receipt and consummation of the investors' commitments to invest at least $23.5 million, (viii) our ability to capitalize on increases in demand for foundry services, (ix) meeting the conditions to receive Israeli government grants and tax benefits approved for Fab 2 and obtaining the approval of the Israeli Investment Center to extend or to expand the five-year investment period under our Fab 2 approved enterprise program, (x) attracting additional customers, (xi) not receiving orders from our wafer partners and technology providers, (xii) failing to maintain and develop our technology processes and services, (xiii) competing effectively, (xiv) our large amount of debt, (xv) achieving acceptable device yields, product performance and delivery times, (xvi) the timely development, internal qualification and customer acceptance of new processes and products, and (xvii) business interruption due to terror attacks, earthquakes, and other acts of God.

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 our most recent filings on Forms 20-F, F-2 and 6-K, as were filed with the Securities and Exchange Commission and the Israel Securities Authority. Future results may differ materially from those previously reported. We do not intend to update the information contained in this release.

    Tower Semiconductor
    Ilanit Vudinsky
    +972-4-650-6434
    
Email Contact

    or

    Pacifico Inc.
    PR Agency Contact
    Mary Curtis
    +1-408-293-8600
    
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     or

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    Investor Relations Contact
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    +1-212-268-1816
    
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    TOWER SEMICONDUCTOR LTD. AND SUBSIDIARY
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (dollars in thousands)


                                             June 30,          December 31,
                                              2005                2004

    ASSETS

       CURRENT ASSETS
         Cash and cash equivalents    $       23,459      $       27,664
         Designated cash and short-term
          interest-bearing deposits           16,953              53,793
         Trade accounts receivable            10,853              19,286
         Other receivables                     8,862              11,365
         Inventories                          17,058              25,669
         Other current assets                  1,310               1,818
            Total current assets              78,495             139,595

       LONG-TERM INVESTMENTS
         Long-term interest-bearing deposits
          designated for Fab 2 operations        --                5,134

       PROPERTY AND EQUIPMENT, NET           562,962             609,296

       OTHER ASSETS, NET                      86,519              93,483


             TOTAL ASSETS             $      727,976      $      847,508

    LIABILITIES AND SHAREHOLDERS' EQUITY

       CURRENT LIABILITIES
         Trade accounts payable       $       59,640      $       65,326
         Current maturities of convertible
          debentures                           6,331                  --
         Other current liabilities             8,467              10,678
             Total current liabilities        74,438              76,004

       LONG-TERM DEBT                        497,000             497,000

       CONVERTIBLE DEBENTURES                 18,992              26,651

       LONG-TERM LIABILITY IN RESPECT
        OF CUSTOMERS' ADVANCES                62,007              64,428

       OTHER LONG-TERM LIABILITIES             9,175              15,445

             Total liabilities               661,612             679,528

       SHAREHOLDERS' EQUITY
         Ordinary shares                      16,408              16,274
         Additional paid-in capital          518,286             517,476
         Shareholder receivables                 -26                 -26
         Accumulated deficit                -459,232            -356,672
                                              75,436             177,052
         Treasury stock                       -9,072              -9,072
             Total shareholders' equity       66,364             167,980


             TOTAL LIABILITIES AND
              SHAREHOLDERS' EQUITY    $      727,976      $      847,508



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

                             Six months ended            Three months ended
                                   June 30,                    June 30,
                             2005         2004           2005         2004

    REVENUES

      Sales           $    42,375   $   58,955     $   19,208   $   33,652
      Revenues related
       to a joint development
       agreement            8,000        1,944          8,000           --
                           50,375       60,899         27,208       33,652

    COST OF SALES         122,468      104,399         61,254       54,250

    GROSS LOSS            -72,093      -43,500        -34,046      -20,598

    OPERATING COSTS AND EXPENSES

      Research and
       development          8,649        7,256          3,886        3,751
      Marketing, general
       and administrative   8,766       11,021          4,238        5,430
                           17,415       18,277          8,124        9,181

    OPERATING LOSS        -89,508      -61,777        -42,170      -29,779

    FINANCING EXPENSE,
     NET                  -15,528      -13,340         -7,353       -6,809

    OTHER INCOME, NET       2,476           94          2,283           56

        LOSS FOR THE
         PERIOD      $   -102,560  $   -75,023    $   -47,240  $   -36,532


    BASIC LOSS PER ORDINARY SHARE

      Loss per sh(*) $      -1.56  $     -1.16    $     -0.71  $     -0.55

      Loss used to compute
       basic loss per
       share         $   -102,560  $   -75,009    $   -47,240  $   -36,525

      Weighted average
       number of ordinary
       shares outstanding -
       in thousands        65,946       64,812         66,190       66,632

    (*)Basic and diluted loss per share in accordance with U.S. GAAP are the
       same as the Isr. GAAP data for the six and three months periods ended
       June 30, 2005 [$1.18 ans $0.56 in the six and three months periods
       ended June 30, 2004]

CONTACT: Tower Semiconductor, Ilanit Vudinsky, +972-4-650-6434,
Email Contact, Pacifico Inc., PR Agency Contact, Mary Curtis,
+1-408-293-8600, Email Contact, Fusion IR & Communications, Investor
Relations Contact, Sheldon Lutch, +1-212-268-1816, Email Contact