Exhibit 99.1
TOWER SEMICONDUCTOR LTD.
AND SUBSIDIARIES
UNAUDITED CONDENSED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2015
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
INDEX TO UNAUDITED CONDENSED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2015
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TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS(dollars in thousands)
As of | As of | |||||||
June 30, | December 31, | |||||||
2015 | 2014 | |||||||
(unaudited) | ||||||||
A S S E T S | ||||||||
CURRENT ASSETS | ||||||||
Cash and short-term deposits | $ | 142,503 | $ | 187,167 | ||||
Trade accounts receivable | 112,624 | 99,166 | ||||||
Other receivables | 6,333 | 5,759 | ||||||
Inventories | 91,855 | 87,873 | ||||||
Other current assets | 18,796 | 14,119 | ||||||
Total current assets | 372,111 | 394,084 | ||||||
LONG-TERM INVESTMENTS | 12,437 | 11,896 | ||||||
PROPERTY AND EQUIPMENT, NET | 415,092 | 419,111 | ||||||
INTANGIBLE ASSETS, NET | 39,283 | 42,037 | ||||||
GOODWILL | 7,000 | 7,000 | ||||||
OTHER ASSETS, NET | 7,410 | 10,018 | ||||||
TOTAL ASSETS | $ | 853,333 | $ | 884,146 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Current maturities of loans and debentures | $ | 40,558 | $ | 119,999 | ||||
Trade accounts payable | 106,677 | 98,632 | ||||||
Deferred revenue and short-term customers' advances | 11,540 | 5,478 | ||||||
Employee related liabilities | 54,928 | 59,597 | ||||||
Other current liabilities | 17,787 | 16,619 | ||||||
Total current liabilities | 231,490 | 300,325 | ||||||
LONG-TERM LOANS FROM BANKS | 154,635 | 159,776 | ||||||
DEBENTURES | 59,722 | 107,311 | ||||||
LONG-TERM CUSTOMERS' ADVANCES | 6,178 | 6,272 | ||||||
EMPLOYEE RELATED LIABILITES | 16,571 | 16,699 | ||||||
DEFERRED TAX LIABILITY | 74,551 | 75,278 | ||||||
OTHER LONG-TERM LIABILITIES | 9,897 | 22,924 | ||||||
Total liabilities | 553,044 | 688,585 | ||||||
THE COMPANY'S SHAREHOLDERS' EQUITY | 314,039 | 204,979 | ||||||
Non controlling interest | (13,750 | ) | (9,418 | ) | ||||
TOTAL EQUITY | 300,289 | 195,561 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 853,333 | $ | 884,146 |
See notes to consolidated financial statements. |
1
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) |
(dollars and shares in thousands, except per share data) |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
REVENUES | $ | 235,561 | $ | 234,072 | $ | 461,778 | $ | 366,725 | ||||||||
COST OF REVENUES | 183,101 | 227,347 | 376,326 | 355,750 | ||||||||||||
GROSS PROFIT | 52,460 | 6,725 | 85,452 | 10,975 | ||||||||||||
OPERATING COSTS AND EXPENSES | ||||||||||||||||
Research and development | 15,148 | 14,162 | 29,985 | 21,605 | ||||||||||||
Marketing, general and administrative | 15,806 | 16,527 | 31,967 | 27,343 | ||||||||||||
Nishiwaki Fab restructuring costs and impairment | -- | 4,269 | -- | 75,728 | ||||||||||||
Merger costs | -- | -- | -- | 1,229 | ||||||||||||
30,954 | 34,958 | 61,952 | 125,905 | |||||||||||||
OPERATING PROFIT (LOSS) | 21,506 | (28,233 | ) | 23,500 | (114,930 | ) | ||||||||||
INTEREST EXPENSES, NET | (3,613 | ) | (8,818 | ) | (7,246 | ) | (16,931 | ) | ||||||||
OTHER FINANCING EXPENSE, NET | (7,271 | ) | (12,276 | ) | (91,867 | ) | (32,393 | ) | ||||||||
GAIN FROM ACQUISITION, NET | -- | 15,249 | -- | 166,404 | ||||||||||||
OTHER INCOME (EXPENSE), NET | (4 | ) | 64 | (13 | ) | 203 | ||||||||||
PROFIT (LOSS) BEFORE INCOME TAX | 10,618 | (34,014 | ) | (75,626 | ) | 2,353 | ||||||||||
INCOME TAX BENEFIT (EXPENSE) | (2,468 | ) | 11,566 | 8,426 | 14,020 | |||||||||||
PROFIT (LOSS) | 8,150 | (22,448 | ) | (67,200 | ) | 16,373 | ||||||||||
Net income (loss) attributable to non controlling interest | (363 | ) | 6,702 | 1,923 | 6,702 | |||||||||||
NET PROFIT (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 7,787 | $ | (15,746 | ) | $ | (65,277 | ) | $ | 23,075 | ||||||
BASIC EARNING (LOSS) PER ORDINARY SHARE | ||||||||||||||||
Earnings (loss) per share | $ | 0.10 | $ | (0.31 | ) | $ | (0.93 | ) | $ | 0.47 | ||||||
Weighted average number of ordinary | ||||||||||||||||
shares outstanding - in thousands | 76,696 | 50,146 | 70,175 | 49,149 | ||||||||||||
DILUTED EARNING PER ORDINARY SHARE | ||||||||||||||||
Earnings per share | $ | 0.09 | $ | 0.39 | ||||||||||||
Net profit used for diluted earnings per share | $ | 7,787 | $ | 23,075 | ||||||||||||
Weighted average number of ordinary shares | ||||||||||||||||
- in thousands, used for diluted earnings per share | 87,558 | 59,815 | ||||||||||||||
See notes to consolidated financial statements. |
2
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES | ||||||||||||||
CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
(dollars in thousands) |
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Net profit (loss) | $ | 8,150 | $ | (22,448 | ) | $ | (67,200 | ) | $ | 16,373 | ||||||
Other comprehensive income (loss), net of tax: | ||||||||||||||||
Foreign currency translation adjustment | (2,273 | ) | 3,169 | (4,338 | ) | 4,117 | ||||||||||
Change in employees plan assets and benefit obligations, net of taxes | (300 | ) | (565 | ) | (600 | ) | (1,130 | ) | ||||||||
Comprehensive income (loss) | 5,577 | (19,844 | ) | (72,138 | ) | 19,360 | ||||||||||
Comprehensive loss attributable to non-controlling interest | 992 | 6,702 | 4,332 | 6,702 | ||||||||||||
Comprehensive income (loss) attributable to the Company | $ | 6,569 | $ | (13,142 | ) | $ | (67,806 | ) | $ | 26,062 |
3
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED 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-incapital | Capital notes | unearned compensation | Accumulated other comprehensive loss | Foreign currency translation adjustments | Accumulated deficit | Treasury stock | Comprehensive income (loss) | Non controlling interest | Total | |||||||||||||||||||||||||||||||||||||
BALANCE AS OF JANUARY 1, 2015 | 58,120 | $ | 235,117 | $ | 1,137,946 | $ | 60,704 | $ | 50,017 | $ | (376 | ) | $ | (25,350 | ) | $ | (1,244,007 | ) | $ | (9,072 | ) | $ | (9,418 | ) | $ | 195,561 | ||||||||||||||||||||||
Changes during the period: | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of debentures and exercise of warrants into share capital | 17,364 | 65,744 | 106,612 | 172,356 | ||||||||||||||||||||||||||||||||||||||||||||
Exercise of options | 143 | 537 | 720 | 1,257 | ||||||||||||||||||||||||||||||||||||||||||||
Capital notes converted into share capital | 1,500 | 5,751 | 6,400 | (12,151 | ) | - | ||||||||||||||||||||||||||||||||||||||||||
Employee stock-based compensation | 3,253 | 3,253 | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss: | ||||||||||||||||||||||||||||||||||||||||||||||||
loss for the period | (65,277 | ) | $ | (65,277 | ) | (1,923 | ) | (67,200 | ) | |||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | (1,929 | ) | (1,929 | ) | (2,409 | ) | (4,338 | ) | ||||||||||||||||||||||||||||||||||||||||
Change in employees plan assets and benefit obligations, net of taxes | (600 | ) | (600 | ) | (600 | ) | ||||||||||||||||||||||||||||||||||||||||||
Comprehensive loss | $ | (67,806 | ) | |||||||||||||||||||||||||||||||||||||||||||||
BALANCE AS OF JUNE 30, 2015 | 77,127 | $ | 307,149 | $ | 1,251,678 | $ | 48,553 | $ | 53,270 | $ | (976 | ) | $ | (27,279 | ) | $ | (1,309,284 | ) | $ | (9,072 | ) | $ | (13,750 | ) | $ | 300,289 |
4
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
(dollars in thousands) |
Six months ended | ||||||||
June 30, | ||||||||
2015 | 2014 | |||||||
(unaudited) | ||||||||
CASH FLOWS - OPERATING ACTIVITIES | ||||||||
Net profit (loss) | (67,200 | ) | 16,373 | |||||
Adjustments to reconcile net profit (loss) for the period | ||||||||
to net cash provided by operating activities: | ||||||||
Income and expense items not involving cash flows: | ||||||||
Depreciation and amortization | 85,311 | 99,474 | ||||||
Financing expense associated with debentures series F | 77,279 | 10,121 | ||||||
Effect of fair value measurement on debt | 11,356 | 6,740 | ||||||
Financing costs relating to Jazz notes exchange | -- | 9,817 | ||||||
Other expense (income), net | 13 | (203 | ) | |||||
Gain from acquisition | -- | (166,404 | ) | |||||
Changes in assets and liabilities: | ||||||||
Trade accounts receivable | (15,585 | ) | (25,406 | ) | ||||
Other receivables and other current assets | (4,966 | ) | 56,731 | |||||
Inventories | (4,455 | ) | 12,416 | |||||
Trade accounts payable | (6,676 | ) | 14,258 | |||||
Deferred revenue and customers' advances | 5,968 | (43 | ) | |||||
Other current liabilities | 23,270 | 16,156 | ||||||
Deferred tax liability, net | 306 | (16,031 | ) | |||||
Other long-term liabilities | (13,410 | ) | 15,631 | |||||
Net cash provided by operating activities excluding Nishiwaki | ||||||||
fab closure employee related retirement cost | 91,211 | 49,630 | ||||||
Nishiwaki fab closure employee related retirement cost | (24,907 | ) | -- | |||||
Net cash provided by operating activities | 66,304 | 49,630 | ||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||
Investments in property and equipment, net | (66,572 | ) | (25,937 | ) | ||||
Acquisition of subsidiary consolidated for the first time (a) | -- | 57,582 | ||||||
Interest bearing deposits, including designated deposits | -- | 10,000 | ||||||
Net cash provided by (used in) investing activities | (66,572 | ) | 41,645 | |||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||
Proceeds on account of shareholders' equity | 5,654 | 11,451 | ||||||
Proceeds from long-term loans | -- | 85,884 | ||||||
Short-term loan repayment to Panasonic | -- | (85,884 | ) | |||||
Debt repayment | (48,683 | ) | (25,431 | ) | ||||
Net cash used in financing activities | (43,029 | ) | (13,980 | ) | ||||
Effect of foreign exchange rate change | (1,367 | ) | 2,054 | |||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (44,664 | ) | 79,349 | |||||
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 187,167 | 112,871 | ||||||
CASH AND CASH EQUIVALENTS - END OF PERIOD | 142,503 | $ | 192,220 |
5
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
(dollars in thousands) |
Six months ended | ||||||||
June 30, | ||||||||
2015 | 2014 | |||||||
(unaudited) | ||||||||
NON-CASH ACTIVITIES | ||||||||
Investments in property and equipment | 17,350 | $ | 10,906 | |||||
Equity increase associated with Jazz notes exchange | -- | $ | 9,609 | |||||
Conversion of debentures to share capital | 162,346 | $ | -- | |||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
Cash paid during the period for interest | 6,905 | $ | 16,413 | |||||
Cash paid during the period for income taxes | 1,167 | $ | 103 | |||||
(a) ACQUISTION OF SUBSIDIARY CONSOLIDATED FOR THE FIRST TIME | ||||||||
Assets and liabilities of the subsidiary as of April 1, 2014: | ||||||||
Working capital (excluding cash and cash equivalents) | $ | 32,406 | ||||||
Fixed assets | 245,278 | |||||||
Intangible assets | 24,520 | |||||||
Short-term loan | (85,249 | ) | ||||||
Long-term liabilities | (93,602 | ) | ||||||
123,353 | ||||||||
Less : | ||||||||
Share capital | 14,531 | |||||||
Paid-in capital | 166,404 | |||||||
180,935 | ||||||||
Cash received from the acquisition of a subsidiary consolidated for the first time | $ | 57,582 |
See notes to consolidated financial statements. |
6
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS OF JUNE 30, 2015
(dollars in thousands, except per share data)
NOTE 1 - GENERAL
Basis for Presentation
The condensed interim consolidated financial statements of Tower Semiconductor Ltd. (“Tower”) include the financial statements of Tower and its wholly-owned subsidiaries, collectively referred to as the “Company”.
The interim consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“US GAAP”).
The unaudited condensed interim consolidated financial statements as of June 30, 2015 of the Company should be read in conjunction with the audited consolidated financial statements of the Company as of December 31, 2014 and for the year then ended, including the notes thereto.
The Company’s consolidated financial statements include TPSCo’s balance sheet since March 31, 2014 and TPSCo’s results of operations from April 1, 2014. The Company’s consolidated financial statements are presented after elimination of inter-company transactions and balances.
In the opinion of management, the interim financial statements include all adjustments necessary for a fair presentation of the financial position and results of operations as of the date and 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 - RECENT DEVELOPMENTS
A. | Early Redemption of Notes |
In January 2015, Jazz had fully redeemed the remaining outstanding principal amount of approximately $45,000 of its notes issued in 2010 (the “2010 Notes”), originally due June 30, 2015. As of June 30, 2015, no amount is outstanding under the 2010 Notes.
B. | Debentures Series F Accelerated Conversion |
As of June 30, 2015, the aggregate outstanding principal amount of Debentures Series F is approximately $34,000, as compared with approximately $196,000 as of December 31, 2014. This reduction of approximately $162,000 in the debentures’ outstanding principal amount is attributed to an accelerated conversion of such debentures into ordinary shares that occurred during the six months ended June 30, 2015.
The $34,000 outstanding debentures are repayable in two equal installments in December 2015 and December 2016, unless converted earlier into ordinary shares at a fixed conversion ratio of approximately $10 par value of debentures into one ordinary share.
The determination of the fixed conversion ratio in September 2012 triggered the examination of whether a contingent beneficial conversion feature ("BCF") existed as of past issuance dates of these debentures. In accordance with ASC 470-20 (formerly EITF 98-5 and EITF 00-27), and specifically the guidance over "Contingently Adjustable Conversion Ratios", the Company concluded that a BCF existed. The BCF, in accordance with such guidance, amounted to approximately $110,000 which was classified as an increase in shareholders’
7
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS OF JUNE 30, 2015
(dollars in thousands, except per share data)
NOTE 2 - RECENT DEVELOPMENTS (cont.)
B. | Debentures Series F Accelerated Conversion (cont.) |
equity with a corresponding decrease by the same amount in the carrying values of Debentures Series F presented in long term liabilities.
Approximately $110,000 was recorded as accretion with amortization costs to be included in other financing expenses, net from 2012 to 2016 (term of said debentures) using the effective interest method, resulting in non-cash accretion and amortization costs included in other financing expenses, net expected to be recognized at increasing amounts over the term of the debentures. Any partial or full conversion of Debentures Series F into ordinary shares increases shareholders’ equity, reduces debt liabilities and accelerates the recognition of such financing expenses, thereby creating higher accretion and amortization costs included in other financing expenses in the period of conversion occurrence, which would be offset by lower financing expenses in the periods thereafter. Following conversions of approximately $162,000 of Series F Debentures into ordinary shares that occurred during the six months ended June 30, 2015, approximately $73,000 was recorded due to acceleration of accretion and amortization costs included in other financing expenses, net in the statements of operations.
C. | Jazz income tax |
The statute of limitations with respect to Jazz’s 2010 tax year expired in March 2015. As a result, Jazz recorded a tax benefit in the amount of approximately $11,000 during the three months ended March 31, 2015.
D. | Property and Equipment |
Property and equipment are presented at cost, including capitalizable costs. Capitalizable costs include only those costs that are identifiable with, and related to, the property and equipment and are incurred prior to their initial operation. Identifiable incremental, direct costs include costs associated with constructing, establishing and installing property and equipment, and costs directly related to pre-production test runs of property and equipment necessary for preparing such property and equipment for their intended use. Maintenance and repairs are charged to expense as incurred. Property and equipment are presented net of investment grants received, and less accumulated depreciation and amortization.
In connection with periodic review of the reasonableness of the estimated remaining useful lives of property, plant and equipment of the Company’s foundry manufacturing facilities, it was determined that the estimated useful lives of machinery and equipment should be extended to 15 years from 7 years and the useful lives of facility systems and infrastructure should be extended to 25 years from 14 years. The Company extended the estimated useful life of these assets as a result of use of mature technologies, longer processes and products’ life cycles, the versatility of manufacturing equipment, facility systems and infrastructure to provide better flexibility to meet changes in customer demand and the ability to re-use equipment over several technology cycles significantly extending the estimated usage period of such assets. For the three months period ended June 30, 2015, the impact of these extended estimated useful lives was approximately $14,000 of reduced depreciation expenses which resulted in a net increase of approximately $6,800 of net profit. While the timing, extent and useful lives of current manufacturing assets are subject to ongoing analysis and modification, the Company believes the current estimates of useful lives are reasonable, sustainable and better reflect the future anticipated usage of these assets.
8
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS OF JUNE 30, 2015
(dollars in thousands, except per share data)
NOTE 3 - ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS
Since the initial listing of the Company on NASDAQ in the United States, Tower has followed the accounting principles of US GAAP, both for internal as well as external purposes, and since 2007 its main reporting has been under US GAAP. Since the Company was an affiliate of Israel Corporation, Ltd., a public holding company traded on the TASE, which made its reports pursuant to International Financial Reporting Standards rules (“IFRS”), during the years before and including 2015, and in January 2015 became an affiliate of Kenon Holdings, Ltd., a public holding company traded on the NYSE and TASE, which reports pursuant to IFRS, the Company is providing on a voluntary basis a reconciliation from US GAAP to IFRS as detailed below (condensed balance sheet, statement of operations and additional information). IFRS differs in certain significant aspects from US GAAP. The primary differences between US GAAP and IFRS related to the Company are accounting for goodwill, financial instruments, pension plans and termination benefits.
A. | Goodwill |
Adjustment arising from Goodwill of a subsidiary acquired in 2008.
The purchase consideration was paid in stock of the Company. Under US GAAP, the consideration was measured according to the Company's share price on the transaction announcement date. Under IFRS the consideration was measured according to the Company's share price on the transaction announcement date. Under IFRS, the consideration was measured according to the Company's share price on the closing date. Accordingly, a lower purchase consideration was measured under IFRS than the purchase consideration measured under US GAAP. Consequently, no purchase price was allocated to Goodwill under IFRS.
B. | Financial instruments |
Adjustments arising from allocation of proceeds from issuance of convertible debentures and warrants to liabilities and equity, and the subsequent measurement of such liabilities.
The adjustment stems primarily from a convertible debt security sold by the Company in 2010, with a conversion ratio that has been determined during the third quarter of 2013 based on the Company's share price at such time. Under ASC 815 and ASC 470-20, the related conversion feature was measured during the third quarter of 2013 based on its intrinsic value and recorded to equity, with a corresponding discount on the debt instrument. Under IAS 39, such conversion feature was bifurcated from its host contract on the date of issuance and measured as a liability at fair value on each cut-off date until the date of determination of the related conversion ratio, on which date such conversion feature was classified to equity.
C. | Pension plans |
Adjustments arising from defined benefit pension arrangements.
Under ASC 715, prior years’ service cost, as well as actuarial gains and losses, are recorded in accumulated other comprehensive income, and amortized to the profit and loss statement over time. Under IAS 19, prior year service cost is recorded to the profit and lost statement in the period in which the underlying change was executed, while actuarial gains and losses, at the Company's election, are recorded directly to retained earnings with no impact on the profit and loss statement.
9
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS OF JUNE 30, 2015
(dollars in thousands, except per share data)
NOTE 3 - ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS (cont.)
D. | Termination Benefits |
Adjustment arising from benefits to be granted to certain Company officials upon termination.
Under IAS 19, such benefits are not reflected in the Company's financial statements until termination occurs. Under ASC 712, such benefits are recorded in earlier periods based on probability of occurrence.
E. | Balance sheet in accordance with IFRS |
As of June 30, 2015 | ||||||||||||
US GAAP | Adjustments | IFRS | ||||||||||
ASSETS | ||||||||||||
Current assets | $ | 372,111 | $ | -- | $ | 372,111 | ||||||
Property and equipment, net | 415,092 | -- | 415,092 | |||||||||
Long term assets | 66,130 | (7,718 | ) | 58,412 | ||||||||
Total assets | $ | 853,333 | $ | (7,718 | ) | $ | 845,615 | |||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||
Current liabilities | $ | 231,490 | $ | 2,836 | $ | 234,326 | ||||||
Long-term liabilities | 321,554 | 2,889 | 324,443 | |||||||||
Total liabilities | 553,044 | 5,725 | 558,769 | |||||||||
TOTAL EQUITY | 300,289 | (13,443 | ) | 286,846 | ||||||||
Total liabilities and shareholders' equity | $ | 853,333 | $ | (7,718 | ) | $ | 845,615 |
F. | Profit and loss in accordance with IFRS |
Six months ended June 30, 2015 | ||||||||||||
US GAAP | Adjustments | IFRS | ||||||||||
Profit (loss) before income tax and excluding other financing expense, net | $ | 16,241 | $ | (770 | ) | $ | 15,471 | |||||
Other non cash financing expense, net | (91,867 | ) | 65,310 | (26,557 | ) | |||||||
Profit (loss) before income tax benefit | (75,626 | ) | 64,540 | (11,086 | ) | |||||||
Income tax benefit | 8,426 | -- | 8,426 | |||||||||
Profit (loss) for the period | (67,200 | ) | 64,540 | (2,660 | ) | |||||||
Net profit attributable to the non-controlling interest | 1,923 | -- | 1,923 | |||||||||
Net profit (loss) attributable to the company | $ | (65,277 | ) | $ | 64,540 | $ | (737 | ) |
10
TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS OF JUNE 30, 2015
(dollars in thousands, except per share data)
NOTE 3 - ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS (cont.)
G. | Reconciliation of net loss from US GAAP to IFRS: |
Six months ended June 30, | ||||||||||||
2015 | 2014 | 2013 | ||||||||||
Net profit (loss) in accordance with US GAAP | $ | (65,277 | ) | $ | 23,075 | $ | (46,038 | ) | ||||
Financial Instruments | 65,310 | (2,345 | ) | (436 | ) | |||||||
Pension plans | (600 | ) | (757 | ) | -- | |||||||
Termination Benefits | (170 | ) | (6 | ) | -- | |||||||
Net profit (loss) in accordance with IFRS | $ | (737 | ) | $ | 19,967 | $ | (46,474 | ) |
H. | Reconciliation of shareholders’ equity from US GAAP to IFRS: |
As of June 30, | As of December 31, | |||||||
2015 | 2014 | |||||||
Shareholders’ equity in accordance with US GAAP | $ | 300,289 | $ | 195,561 | ||||
Financial Instruments | (7,820 | ) | (54,656 | ) | ||||
Termination Benefits | 1,377 | 1,547 | ||||||
Goodwill | (7,000 | ) | (7,000 | ) | ||||
Shareholders’ equity in accordance with IFRS | $ | 286,846 | $ | 135,452 |
I. | Reconciliation of goodwill from US GAAP to IFRS: |
As of June 30, | As of December 31, | |||||||
2015 | 2014 | |||||||
Goodwill in accordance with US GAAP | $ | 7,000 | $ | 7,000 | ||||
Goodwill | (7,000 | ) | (7,000 | ) | ||||
Goodwill in accordance with IFRS | $ | -- | $ | -- |
J. | Reconciliation of other assets from US GAAP to IFRS: |
As of June 30, | As of December 31, | |||||||
2015 | 2014 | |||||||
Other assets in accordance with US GAAP | $ | 7,410 | $ | 10,018 | ||||
Financial Instruments | (718 | ) | (3,412 | ) | ||||
Other assets in accordance with IFRS | $ | 6,692 | $ | 6,606 |
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TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS OF JUNE 30, 2015
(dollars in thousands, except per share data)
NOTE 3 - ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS (cont.)
K. | Reconciliation of short term bank debt and current maturities of loans and debentures from US GAAP to IFRS: |
As of June 30, | As of December 31, | |||||||
2015 | 2014 | |||||||
Current maturities of loans and debentures in accordance with US GAAP | $ | 40,558 | $ | 119,999 | ||||
Financial Instruments | 2,836 | 25,622 | ||||||
Current maturities of loans and debentures in accordance with IFRS | $ | 43,394 | $ | 145,621 |
L. | Reconciliation of long term debentures from US GAAP to IFRS: |
As of June 30, | As of December 31, | |||||||
2015 | 2014 | |||||||
Long term debentures in accordance with US GAAP | $ | 59,722 | $ | 107,311 | ||||
Financial Instruments | 4,266 | 25,622 | ||||||
Long term debentures in accordance with IFRS | $ | 63,988 | $ | 132,933 |
M. | Reconciliation of other long term liabilities from US GAAP to IFRS: |
As of June 30, | As of December 31, | |||||||
2015 | 2014 | |||||||
Other long term liabilities in accordance with US GAAP | $ | 9,897 | $ | 22,924 | ||||
Termination Benefits | (1,377 | ) | (1,547 | ) | ||||
Other long-term liabilities in accordance with IFRS | $ | 8,520 | $ | 21,377 |
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