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Exhibit 99.1

TOWER SEMICONDUCTOR LTD.

AND SUBSIDIARIES

UNAUDITED CONDENSED INTERIM

CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2020


TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES

INDEX TO UNAUDITED CONDENSED INTERIM

CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2020

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,

2020

2019

 

A S S E T S

 

CURRENT ASSETS

Cash and cash equivalents

$

258,793

$

355,561

Short-term interest-bearing 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

Current maturities of long-term debt

$

79,668

$

65,932

Trade accounts payable

154,517

119,199

Deferred revenue and customers' advances

8,455

10,322

Employee related liabilities

59,079

50,302

Other current liabilities

9,113

7,301

Total current liabilities

310,832

253,056

 

LONG-TERM DEBT

219,764

245,821

 

LONG-TERM CUSTOMERS' ADVANCES

27,570

28,196

 

EMPLOYEE RELATED LIABILITIES

14,970

13,285

 

DEFERRED TAX LIABILITY

40,075

45,238

 

OTHER LONG-TERM LIABILITIES

521

514

 

TOTAL LIABILITIES

613,732

586,110

 

THE COMPANY'S SHAREHOLDERS' EQUITY

1,398,009

1,354,547

Non-controlling interest

(5,865

)

(7,824

)

TOTAL SHAREHOLDERS' EQUITY

1,392,144

1,346,723

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

2,005,876

$

1,932,833

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,

2020

2019

2020

2019

 

REVENUES

$

610,261

$

616,171

$

310,090

$

306,064

 

COST OF REVENUES

500,013

499,613

252,385

252,657

 

GROSS PROFIT

110,248

116,558

57,705

53,407

 

OPERATING COSTS AND EXPENSES:

 

Research and development

38,838

37,980

19,424

18,812

Marketing, general and administrative

32,845

33,479

16,154

16,838

 

71,683

71,459

35,578

35,650

 

OPERATING PROFIT

38,565

45,099

22,127

17,757

 

FINANCING AND OTHER INCOME (EXPENSE), NET

(282

)

1,672

1,831

947

 

PROFIT BEFORE INCOME TAX

38,283

46,771

23,958

18,704

 

INCOME TAX BENEFIT (EXPENSE), NET

(778

)

(649

)

(2,484

)

1,018

 

NET PROFIT

37,505

46,122

21,474

19,722

 

Net loss (income) attributable to non-controlling interest

(1,433

)

1,030

(2,422

)

1,214

 

NET PROFIT ATTRIBUTABLE TO THE COMPANY

$

36,072

$

47,152

$

19,052

$

20,936

 

BASIC EARNINGS PER ORDINARY SHARE:

 

Earnings per share

$

0.34

$

0.45

$

0.18

$

0.20

 

Weighted average number of ordinary shares outstanding

106,885

105,829

106,956

106,321

 

DILUTED EARNINGS PER ORDINARY SHARE:

 

Earnings per share

$

0.33

$

0.44

$

0.18

$

0.20

 

Net profit used for diluted earnings per share

$

36,072

$

47,152

$

19,052

$

20,936

 

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

108,213

107,078

108,277

107,178

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,

2020

2019

2020

2019

 

Net profit

$

37,505

$

46,122

$

21,474

$

19,722

 

Other comprehensive income, net of tax:

 

Foreign currency translation adjustment

(124

)

2,672

556

4,323

 

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

(130

)

115

(65

)

172

 

Unrealized gain (loss) on derivatives

(1,473

)

1,639

4,662

(431

)

 

Comprehensive income

35,778

50,548

26,627

23,786

 

Comprehensive income attributable to non-controlling interest

(1,959

)

(496

)

(3,091)

(939

)

 

Comprehensive income attributable to the Company

$

33,819

$

50,052

$

23,536

$

22,847

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

Capital

notes

Unearned compensation

Accumulated other comprehensive income

Foreign currency translation adjustments

Accumulated deficit

Treasury stock

Comprehensive income

Non

controlling

interest

Total

 

BALANCE AS OF JANUARY 1, 2020

106,895

$

426,111

$

1,395,376

$

--

$

107,774

$

1,906

$

(20,150

)

$

(547,398

)

$

(9,072

)

$

(7,824

)

$

1,346,723

 

Changes during the period:

 

Exercise of options and RSUs

454

1,952

(647

)

1,305

Employee stock-based compensation

8,338

8,338

Other comprehensive income:

Profit

36,072

$

36,072

1,433

37,505

Foreign currency translation adjustments

(650

)

(650

)

526

(124

)

Change in employees plan assets and benefit obligations

(130

)

(130

)

(130

)

Unrealized loss on derivatives

(1,473

)

(1,473

)

(1,473

)

Comprehensive income

$

33,819

 

BALANCE AS OF JUNE 30, 2020

107,349

$

428,063

$

1,394,729

$

--

$

116,112

$

303

$

(20,800

)

$

(511,326

)

$

(9,072

)

$

(5,865

)

$

1,392,144

 

OUTSTANDING SHARES, NET OF TREASURY STOCK AS OF JUNE 30, 2020

107,262

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

2020

2019

 

Net profit

$

37,505

$

46,122

 

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

117,299

104,867

Effect of exchange rate differences on debentures

(910

)

6,205

Other income, net

(890

)

(445

)

Changes in assets and liabilities:

Trade accounts receivable

(1,296

)

31,271

Other current assets

5,122

(5,755

)

Inventories

(17,380

)

(3,017

)

Trade accounts payable

(12,950

)

(15,204

)

Deferred revenue and customers' advances

(2,498

)

(13,649

)

Employee related liabilities and other current liabilities

10,729

(1,846

)

Long-term employee related liabilities

2,078

39

Deferred tax, net and other long-term liabilities

(1,870

)

(1,564

)

Net cash provided by operating activities

134,939

147,024

 

CASH FLOWS - INVESTING ACTIVITIES

 

Investments in property and equipment, net

(125,444

)

(85,445

)

Investments in deposits, marketable securities and other assets, net

(78,786

)

(33,825

)

Net cash used in investing activities

(204,230

)

(119,270

)

 

CASH FLOWS - FINANCING ACTIVITIES

 

Exercise of options

1,214

397

Principal payments on account of capital lease obligation

(10,443

)

(10,549

)

Debentures repayment

(18,754

)

--

Net cash used in financing activities

(27,983

)

(10,152

)

 

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE

506

2,465

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(96,768

)

20,067

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

355,561

385,091

 

CASH AND CASH EQUIVALENTS - END OF PERIOD

$

258,793

$

405,158

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,

2020

2019

 

NON-CASH ACTIVITIES:

 

Investments in property and equipment

$

71,967

$

35,529

Conversion of notes into share capital

$

--

$

20,758

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

Cash received during the period from interest, net

$

2,028

$

1,226

Cash paid during the period for income taxes, net

$

2,149

$

10,178

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, 2020

(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, 2020 include the financial statements of Tower and (i) its wholly-owned subsidiary Tower US Holdings Inc., the sole owner of: (1) Tower Semiconductor US Tech Holdings, Inc. (formerly named “Jazz US Holdings Inc.”) and its wholly-owned subsidiary, Tower Semiconductor Newport Beach, Inc. (formerly named “Jazz Semiconductor, Inc.”) and (2) Tower Semiconductor San Antonio, Inc. (formerly named “TowerJazz Texas Inc.”), and (ii) its 51% owned subsidiary, Tower Partners Semiconductor Co., Ltd. (formerly named “TowerJazz Panasonic 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, 2019 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”). The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application among reporting entities. The guidance will be effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

NOTE 3 - RECENT DEVELOPMENTS

In November 2019, Panasonic Corporation announced it will sell its fully-owned subsidiary, Panasonic Semiconductor Solution Co., Ltd (“PSCS”), which holds 49% in TPSCo, to Nuvoton Technology Corporation, a Taiwan-based semiconductor company, which is an affiliate of Winbond Electronics Corporation. The transaction is subject to regulatory and / or other approvals and has not yet closed.

In May 2020, the Company received approval of its shelf prospectus filed in Israel, to serve as a platform for future possible issuance of securities. No decision has been made to date with respect to any specific type of securities to be

issued or its timing, if any.

F - 8