Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2015shares | |
Document and Entity Information [Abstract] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2015 |
Entity Registrant Name | TOWER SEMICONDUCTOR LTD |
Entity Central Index Key | 928,876 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | FY |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Entity Current Reporting Status | Yes |
Entity Common Stock, Shares Outstanding | 82,057,606 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 175,575 | $ 187,167 |
Interest bearing deposits | 30,000 | |
Trade accounts receivable | 110,065 | $ 99,166 |
Other receivables | 7,376 | 5,759 |
Inventories | 105,681 | 87,873 |
Other current assets | 18,030 | 14,119 |
Total current assets | 446,727 | 394,084 |
LONG-TERM INVESTMENTS | 11,737 | 11,896 |
PROPERTY AND EQUIPMENT, NET | 459,533 | 419,111 |
INTANGIBLE ASSETS, NET | 34,468 | 42,037 |
GOODWILL | 7,000 | 7,000 |
OTHER ASSETS, NET | 6,759 | 10,018 |
TOTAL ASSETS | 966,224 | 884,146 |
CURRENT LIABILITIES | ||
Current maturities of loans and debentures | 33,259 | 119,999 |
Trade accounts payable | 91,773 | 98,632 |
Deferred revenue and customers' advances | 23,373 | 5,478 |
Employee related liabilities | 44,734 | 59,597 |
Other current liabilities | 17,980 | 16,619 |
Total current liabilities | 211,119 | 300,325 |
LONG-TERM LOANS FROM BANKS | 211,049 | 159,776 |
DEBENTURES | 45,826 | 107,311 |
LONG-TERM CUSTOMERS' ADVANCES | 21,102 | 6,272 |
EMPLOYEE RELATED LIABILITIES | 14,189 | 16,699 |
DEFERRED TAX LIABILITY | 69,744 | 75,278 |
OTHER LONG-TERM LIABILITIES | 7,609 | 22,924 |
Total liabilities | 580,638 | 688,585 |
Ordinary shares of NIS 15 par value; Authorized: 150,000 shares as of December 31, 2015 and 2014, respectively; Issued: 82,144 and 58,120 shares as of December 31, 2015 and 2014, respectively; Outstanding: 82,058 and 58,034 shares as of December 31, 2015 and 2014, respectively; | 326,572 | 235,117 |
Additional paid-in capital | 1,273,545 | 1,137,946 |
Capital notes | 48,553 | 60,704 |
Cumulative stock based compensation | 58,209 | 50,017 |
Accumulated other comprehensive loss | (26,810) | (25,726) |
Accumulated deficit | (1,273,654) | (1,244,007) |
SHAREHOLDERS' EQUITY, before treasury stock | 406,415 | 214,051 |
Treasury stock, at cost - 86 shares | (9,072) | (9,072) |
THE COMPANY'S SHAREHOLDERS' EQUITY | 397,343 | 204,979 |
Non controlling interest | (11,757) | (9,418) |
TOTAL EQUITY | 385,586 | 195,561 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 966,224 | $ 884,146 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - ₪ / shares shares in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Ordinary shares, par value | ₪ 15 | ₪ 15 |
Ordinary shares, authorized | 150,000 | 150,000 |
Ordinary shares, issued | 82,144 | 58,120 |
Ordinary shares, outstanding | 82,058 | 58,034 |
Treasury stock, shares | 86 | 86 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||
REVENUES | $ 960,561 | $ 828,008 | $ 505,009 |
COST OF REVENUES | 755,196 | 764,220 | 476,900 |
GROSS PROFIT | 205,365 | 63,788 | 28,109 |
OPERATING COSTS AND EXPENSES | |||
Research and development | 61,669 | 51,841 | 33,064 |
Marketing, general and administrative | 62,793 | 58,783 | $ 42,916 |
Nishiwaki Fab impairment | (2,641) | 47,472 | |
Nishiwaki Fab restructuring costs | $ 1,650 | $ 8,028 | |
Amortization related to a lease agreement early termination | $ 7,464 | ||
Acquisition related costs | $ 1,229 | ||
TOTAL OPERATING COSTS AND EXPENSES | $ 123,471 | 167,353 | $ 83,444 |
OPERATING PROFIT (LOSS) | 81,894 | (103,565) | (55,335) |
INTEREST EXPENSES, NET | (13,179) | (33,409) | (32,971) |
OTHER FINANCING EXPENSE, NET | $ (109,930) | (55,404) | $ (27,838) |
GAIN FROM ACQUISITION, NET | 166,404 | ||
OTHER EXPENSE, NET | $ (190) | (140) | $ (904) |
LOSS BEFORE INCOME TAX | (41,405) | (26,114) | (117,048) |
INCOME TAX BENEFIT | 12,278 | 24,742 | 9,388 |
LOSS | (29,127) | (1,372) | $ (107,660) |
Net loss (income) attributable to non controlling interest | (520) | 5,635 | |
NET PROFIT (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (29,647) | $ 4,263 | $ (107,660) |
BASIC EARNING (LOSS) PER ORDINARY SHARE | |||
Earnings (loss) per share | $ (0.40) | $ 0.08 | $ (2.72) |
Weighted average number of ordinary shares outstanding - in thousands | 74,366 | 51,798 | 39,633 |
DILUTED EARNING PER ORDINARY SHARE | |||
Earnings per share | $ 0.07 | ||
Net profit used for diluted earnings per share | $ 4,263 | ||
Weighted average number of ordinary - in thousands, used for diluted earnings per share | 63,182 |
CONSOLIDATED COMPREHENSIVE LOSS
CONSOLIDATED COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED COMPREHENSIVE LOSS [Abstract] | |||
Net loss | $ (29,127) | $ (1,372) | $ (107,660) |
Other comprehensive income loss, net of tax: | |||
Foreign currency translation adjustment | (2,485) | (16,643) | (14,242) |
Change in employees plan assets and benefit obligations, net of taxes are $96, $1,774 and $1,268 for the years ended December 31, 2015, 2014 and 2013, respectively | 176 | $ (3,860) | 2,350 |
Unrealized loss on derivatives | (64) | (759) | |
Comprehensive loss | (31,500) | $ (21,875) | $ (120,311) |
Comprehensive loss attributable to non-controlling interest | 769 | 16,538 | |
Comprehensive loss attributable to the Company | $ (30,731) | $ (5,337) | $ (120,311) |
CONSOLIDATED COMPREHENSIVE LOS6
CONSOLIDATED COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED COMPREHENSIVE LOSS [Abstract] | |||
Change in employees plan assets and benefit obligations, tax | $ 96 | $ 1,774 | $ 1,268 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Ordinary shares [Member] | Additional paid-in capital [Member] | Capital notes [Member] | Unearned compensation [Member] | Accumulated other comprehensive loss [Member] | Foreign currency translation adjustments [Member] | Accumulated deficit [Member] | Treasury Stock [Member] | Comprehensive loss [Member] | Noncontrolling interest [Member] |
BALANCE at Dec. 31, 2012 | $ 220,025 | $ 87,280 | $ 937,814 | $ 305,262 | $ 42,826 | $ 1,893 | $ (5,368) | $ (1,140,610) | $ (9,072) | ||
BALANCE, SHARES at Dec. 31, 2012 | 22,398,000 | ||||||||||
Issuance of shares and warrant | 38,875 | $ 33,986 | 4,889 | ||||||||
Issuance of shares and warrant, shares | 8,148,000 | ||||||||||
Exercise of options | $ 105 | $ 100 | 5 | ||||||||
Exercise of options, shares | 23,932 | 24,000 | |||||||||
Capital notes converted into share capital | $ 71,410 | 141,303 | (212,713) | ||||||||
Capital notes converted into share capital, shares | 17,386,000 | ||||||||||
Employee stock-based compensation | $ 2,735 | 2,735 | |||||||||
Tax benefit relating to stock based compensation | (181) | (181) | |||||||||
Other comprehensive income (loss): | |||||||||||
Profit (loss) | (107,660) | (107,660) | $ (107,660) | ||||||||
Foreign currency translation adjustments | (14,242) | (14,242) | (14,242) | ||||||||
Change in employees plan assets and benefit obligations, net of taxes | 2,350 | 2,350 | 2,350 | ||||||||
Unrealized loss on derivatives | (759) | (759) | (759) | ||||||||
Comprehensive loss | (120,311) | (120,311) | |||||||||
BALANCE at Dec. 31, 2013 | 141,248 | $ 192,776 | 1,084,011 | 92,549 | 45,380 | 3,484 | (19,610) | (1,248,270) | (9,072) | ||
BALANCE, SHARES at Dec. 31, 2013 | 47,956,000 | ||||||||||
Establishment of a subsidiary | 7,120 | $ 7,120 | |||||||||
Issuance of shares and warrant | 61,113 | $ 22,563 | 38,550 | ||||||||
Issuance of shares and warrant, shares | 5,470,000 | ||||||||||
Exercise of options | $ 3,318 | $ 3,274 | 44 | ||||||||
Exercise of options, shares | 762,607 | 763,000 | |||||||||
Capital notes converted into share capital | $ 16,504 | 15,341 | (31,845) | ||||||||
Capital notes converted into share capital, shares | 3,931,000 | ||||||||||
Employee stock-based compensation | $ 4,637 | 4,637 | |||||||||
Other comprehensive income (loss): | |||||||||||
Profit (loss) | (1,372) | 4,263 | 4,263 | (5,635) | |||||||
Foreign currency translation adjustments | (16,643) | (5,740) | (5,740) | (10,903) | |||||||
Change in employees plan assets and benefit obligations, net of taxes | $ (3,860) | (3,860) | (3,860) | ||||||||
Unrealized loss on derivatives | |||||||||||
Comprehensive loss | $ (5,337) | (5,337) | |||||||||
BALANCE at Dec. 31, 2014 | 195,561 | $ 235,117 | 1,137,946 | 60,704 | 50,017 | (376) | (25,350) | (1,244,007) | (9,072) | (9,418) | |
BALANCE, SHARES at Dec. 31, 2014 | 58,120,000 | ||||||||||
Conversion of debentures and exercise of warrants into share capital | 206,432 | $ 79,443 | 126,989 | ||||||||
Conversion of debentures and exercise of warrants into share capital, shares | 20,904,000 | ||||||||||
Exercise of options | $ 7,991 | $ 6,261 | 1,730 | ||||||||
Exercise of options, shares | 1,620,056 | 1,620,000 | |||||||||
Capital notes converted into share capital | $ 5,751 | 6,400 | (12,151) | ||||||||
Capital notes converted into share capital, shares | 1,500,000 | ||||||||||
Employee stock-based compensation | $ 8,192 | 8,192 | |||||||||
Stock-based compensation related to the Facility Agreement with the banks | 480 | 480 | |||||||||
Dividend paid to Panasonic | (1,570) | (1,570) | |||||||||
Other comprehensive income (loss): | |||||||||||
Profit (loss) | (29,127) | (29,647) | (29,647) | 520 | |||||||
Foreign currency translation adjustments | (2,485) | (1,196) | (1,196) | (1,289) | |||||||
Change in employees plan assets and benefit obligations, net of taxes | 176 | 176 | 176 | ||||||||
Unrealized loss on derivatives | (64) | (64) | (64) | ||||||||
Comprehensive loss | (30,731) | $ (30,731) | |||||||||
BALANCE at Dec. 31, 2015 | $ 385,586 | $ 326,572 | $ 1,273,545 | $ 48,553 | $ 58,209 | $ (264) | $ (26,546) | $ (1,273,654) | $ (9,072) | $ (11,757) | |
BALANCE, SHARES at Dec. 31, 2015 | 82,144,000 | ||||||||||
Other comprehensive income (loss): | |||||||||||
OUTSTANDING SHARES, NET OF TREASURY STOCK AS OF DECEMBER 31, 2015 | 82,058,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS - OPERATING ACTIVITIES | |||
Net loss | $ (29,127) | $ (1,372) | $ (107,660) |
Income and expense items not involving cash flows: | |||
Depreciation and amortization | 168,032 | 203,868 | 151,711 |
Financing expense associated with debentures series F | 87,973 | 39,494 | 13,113 |
Effect of indexation, translation and fair value measurement on debt | $ 16,078 | (3,667) | $ 4,091 |
Financing costs relating to Jazz notes exchange | 9,817 | ||
Other expense, net | $ 190 | 140 | $ 904 |
Gain from acquisition | (166,404) | ||
Changes in assets and liabilities: | |||
Trade accounts receivable | $ (11,115) | (24,021) | $ (5,194) |
Other receivables and other current assets | (14,979) | 49,934 | (3,647) |
Inventories | (17,908) | (1,758) | (780) |
Trade accounts payable | (26,162) | 11,107 | 25 |
Deferred revenue and customers' advances | 32,725 | 1,915 | 1,202 |
Other current liabilities | 8,454 | 25,744 | (38) |
Deferred tax liability, net | (4,173) | (23,977) | (11,453) |
Other long-term liabilities | (14,775) | 4,517 | $ (6) |
Nishiwaki's employees termination payments | (24,907) | (27,572) | |
Net cash provided by operating activities | 170,306 | 97,765 | $ 42,268 |
CASH FLOWS - INVESTING ACTIVITIES | |||
Investments in property and equipment, net (a) | (165,370) | (50,209) | (77,044) |
Investments in other assets, intangible assets and others | $ (119) | (76) | $ (409) |
Acquisition of subsidiary consolidated for the first time (b) | 57,582 | ||
Decrease (increase) in Interest bearing deposits | $ (30,000) | 10,000 | |
Net cash provided by (used in) investing activities | (195,489) | 17,297 | $ (77,453) |
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from exercise of warrants and options | $ 14,424 | 10,399 | $ 105 |
Proceeds from issuance of debentures, net | $ 9,214 | ||
Proceeds on account of shareholders' equity, net | $ 38,851 | ||
Proceeds from long-term loans | $ 70,592 | $ 85,884 | |
Short-term loan repayment to Panasonic | (85,884) | ||
Bank debt repayment | $ (18,200) | (41,181) | |
Debentures repayment | (51,489) | $ (10,230) | $ (6,540) |
TPSCo dividend to Panasonic | (1,570) | ||
Net cash provided by (used in) financing activities | 13,757 | $ (31,798) | $ 32,416 |
Effect of foreign exchange rate change | (166) | (8,968) | (7,758) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (11,592) | 74,296 | (10,527) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 187,167 | 112,871 | 123,398 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 175,575 | 187,167 | 112,871 |
NON-CASH ACTIVITIES | |||
Investments in property and equipment | $ 18,657 | 27,495 | $ 11,161 |
Equity increase associated with Jazz notes exchange | 9,609 | ||
Conversion of debentures to share capital and exercise of warrants | $ 195,726 | 34,822 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
Cash paid during the period for interest | 12,371 | 34,042 | $ 33,298 |
Cash paid (received) during the period for income taxes | $ 3,469 | (1,563) | $ 190 |
ACQUISITION OF SUBSIDIARY CONSOLIDATED FOR THE FIRST TIME, SEE ALSO NOTE 3: | |||
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) | ||
Total | 123,353 | ||
Less: | |||
Share capital | 14,531 | ||
Paid-in capital | 166,404 | ||
Bargain purchase | 180,935 | ||
Cash from the acquisition of a subsidiary consolidated for the first time | $ 57,582 |
CONSOLIDATED STATEMENTS OF CAS9
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | |||
Proceeds related to sale and disposal of property and equipment | $ 6,589 | $ 45,464 | $ 4,775 |
DESCRIPTION OF BUSINESS AND GEN
DESCRIPTION OF BUSINESS AND GENERAL | 12 Months Ended |
Dec. 31, 2015 | |
DESCRIPTION OF BUSINESS AND GENERAL [Abstract] | |
DESCRIPTION OF BUSINESS AND GENERAL | NOTE 1 - DESCRIPTION OF BUSINESS AND GENERAL The consolidated financial statements of Tower Semiconductor Ltd. (Tower) include the financial statements of Tower, and: (i) its wholly-owned subsidiaries: (1) Tower US Holdings Inc., the sole owner of Jazz US Holdings Inc. and its wholly-owned subsidiary, Jazz Semiconductor, Inc., an independent semiconductor foundry focused on specialty process technologies for the manufacture of analog intensive mixed-signal semiconductor devices (Jazz US Holdings Inc. and Jazz Semiconductor, Inc. collectively referred to herein as Jazz);and (2) TowerJazz Japan Ltd. (TJP), independent semiconductor foundry in Nishiwaki, Japan that ceased operations in July 2014; and (ii) since March 31, 2014, its majority-owned subsidiary, TowerJazz Panasonic Semiconductor Co., Ltd. (TPSCo), an independent semiconductor foundry which includes three semiconductor manufacturing facilities located in Uozu, Tonami and Arai, in Hokuriku, Japan. Tower and its subsidiaries are collectively referred to as the Company. The Company is a global specialty foundry leader manufacturing 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 and 700V) and MEMS. The Company also provides a world-class design enablement platform for a quick and accurate design cycle as well as Transfer Optimization and development Process Services (TOPS) to integrated device manufacturers (IDMs) and fabless companies that need to expand capacity. To provide multi-fab sourcing and extended capacity for its customers, the Company operated in 2015 two manufacturing facilities in Israel (150mm and 200mm), one in the U.S. (200mm) and three additional facilities in Japan through TPSCo (two 200mm and one 300mm), which provide leading edge 45nm CMOS, 65nm RF CMOS and 65nm 1.12um pixel technologies, including advanced image sensor technologies. A second U.S. manufacturing facility was acquired in February 2016 through a new wholly-owned subsidiary of Tower US Holdings, Towerjazz Texas Inc. (see Note 22 Subsequent Events). Tower's ordinary shares are traded on the NASDAQ Global Select Market and on the Tel-Aviv Stock Exchange (TASE) under the symbol TSEM. The Company operates in the semiconductor industry and competes internationally with dedicated foundry services providers, which, in addition to providing leading edge CMOS process technologies also have capacity for some specialty process technologies. The Company also competes with IDMs that have internal semiconductor manufacturing capacity or foundry operations. In addition, several new dedicated foundries have specialized operations and compete directly with the Company in certain areas, flows and technology capabilities. In addition, there are a number of smaller participants in the specialty process arena. The Company believes that most of the large dedicated foundry service providers compete primarily in standard CMOS product types, while they also have capacity for specialty process technologies. As a result, the Company's main industry competitors are smaller participants which focus on the specialty process arena |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company's consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (US GAAP). A. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. B. Principles of Consolidation The Company's consolidated financial statements include the financial statements of Tower and its subsidiaries. The Company's consolidated financial statements are presented after elimination of inter-company transactions and balances. C. Cash and Cash Equivalents Cash and cash equivalents consist of banks deposits and short-term investments (primarily time deposits and certificates of deposit) with original maturities of three months or less. D. Allowance for Doubtful Accounts The allowance for doubtful accounts is computed mainly on the specific identification basis for accounts whose collectability, in the Company's estimation, is uncertain. E. Inventories Inventories are stated at the lower of cost or market. Cost is determined for raw materials and supplies mainly on the basis of the weighted average moving price per unit. Cost is determined for work in process and finished goods on the basis of actual production costs. F. Property and Equipment (1) Property and equipment are presented at cost, including capitalizable costs. Capitalizable costs include only 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 that are necessary to get it ready for its intended use. Maintenance and repairs are charged to expenses as incurred. presented net of investment grants received, and less accumulated depreciation and amortization. Depreciation is calculated based on the straight-line method over the Company's estimated economic lives of the assets or terms of the related leases, as follows: Buildings and building improvements, including facility infrastructure 10 25 Machinery and equipment, software and hardware 3 15 In connection with the periodic review of the estimated remaining useful lives of property and equipment at the Company's foundry manufacturing facilities, the Company determined in the second quarter of 2015, that the estimated useful lives of machinery and equipment should be extended to 15 years from 7 years and the useful lives of facility infrastructure should be extended to 25 years from 14 years. The Company extended the estimated useful lives of these assets as a result of the extended use of mature technologies, longer processes and product 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 further details, see Note 8A. (2) Impairment examinations and recognition are performed and determined based on the accounting policy outlined in R below. G. Intangible Assets Intangible assets include the valuation amount attributed to the intangible assets as part of the purchase price allocation made at the times of acquisition of Jazz and TPSCo. The amounts attributed to intangible assets as part of the purchase price allocations for the acquisitions of Jazz and TPSCo are amortized over the expected estimated economic life of the intangible assets commonly used in the industry. Impairment examinations and recognition are performed and determined based on the accounting policy outlined in R below. H. Other Assets Prepaid Long-Term Land Lease Prepaid lease payments to the Israel Land Administration (ILA) as detailed in Note 16C are amortized over the lease period. I. Convertible Debentures Under ASC 470-20 Debt with Conversion and Other Options, the proceeds from the sale of debt securities with a conversion feature and other options are allocated to each of the securities issued based on their relative fair value. ASC Topic 815 Derivatives and Hedging generally provides criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments. These three criteria are: (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP See Note 13C for the determination of the Beneficial Conversion Feature in the Company's Series F debentures, J. Stock-Based Instruments in Financing Transactions The Company calculates the fair value of stock-based instruments included in the units issued in its financing transactions. That fair value is recognized in equity, if determined to be eligible for equity classification. The fair value of such stock-based instruments, when included in issuance of debt that is not itself accounted at fair value is considered a discount on the debt and results in an adjustment to the yield of the debt. K. Revenue Recognition The Company's net revenues are generated principally from sales of semiconductor wafers. The Company also derives revenues from engineering and design support and other technical and support services. The majority of the Company's sales are achieved through the effort of its direct sales force. In accordance with ASC Topic 605 Revenue Recognition, the Company recognizes revenues from sale of products when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the price to the customer is fixed or determinable; and (iv) collection of the resulting receivable is reasonably assured. These criteria are usually met at the time of product shipment. Revenues are recognized when the acceptance criteria are satisfied, based on performing electronic, functional and quality tests on the products prior to shipment. Such Company testing reliably demonstrates that the products meet all of the specified criteria prior to formal customer acceptance. The Company provides for sales returns allowance relating to specified yield or quality commitments as a reduction of revenues at the time of shipment based on pasts experience and specific identification of events necessitating an allowance. Revenues for engineering, design and other support services are recognized ratably over the contract term or as services are performed. Advances received from customers for future engineering services and/or product purchases are deferred until services are rendered or products are shipped to the customer. L. Research and Development Research and development costs are charged to operations as incurred. Amounts received or receivable from the government of Israel and others, as participation in research and development programs, are offset against research and development costs. The accrual for grants receivable is determined based on the terms of the programs, provided that the criteria for entitlement have been met. M. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes. This topic prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities. Deferred taxes are computed based on the tax rates anticipated (under applicable law as of the balance sheet date) to be in effect when the deferred taxes are expected to be paid or realized. The Company evaluates how realizable its deferred tax assets are for each jurisdiction in which the company operates at each reporting date, and establishes valuation allowances when it is more likely than not that all or a portion of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. The company considers all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities and projected future taxable income. In circumstances where there is sufficient negative evidence indicating that the company deferred tax assets are not more-likely-than-not realizable, the company establishes a valuation allowance. The company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more-likely-than-not sustainable, based solely on their technical merits, upon examination and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit of each position as the largest amount that the company believes is more-likely-than-not realizable. Differences between the amount of tax benefits taken or expected to be taken in its income tax returns and the amount of tax benefits recognized in its financial statements, represent the company unrecognized income tax benefits, which are recorded as a liability. The company policy is to include interest and penalties related to unrecognized income tax benefits as a component of income tax expense. N. Earnings (Loss) Per Ordinary Share Basic earnings (loss) per share is calculated in accordance with ASC Topic 260, Earnings Per Share, by dividing profit or loss attributable to ordinary equity holders of Tower (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the reported period. Diluted earnings per share is calculated if applicable, by adjusting profit attributable to ordinary equity holders of Tower, and the weighted average number of ordinary shares, taking into effect all potential dilutive ordinary shares O. Comprehensive Income (Loss) In accordance with ASC Topic 220, Comprehensive Income, comprehensive income (loss) represents the change in shareholders' equity during a reporting period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a reporting period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) represents gains and losses that are included in comprehensive income but excluded from net income. P. Functional Currency and Exchange Rate Losses The currency of the primary economic environment in which Tower and Jazz conduct their operations is the U.S. dollar (dollar). Thus, the dollar is the functional and reporting currency of Tower and Jazz. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with ASC 830-10, Foreign Currency Matters. All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate. The financial statements of TJP and TPSCo, whose functional currency is the Japanese Yen, have been translated into dollars. The assets and liabilities of both TJP and TPSCo have been translated using the exchange rates in effect as of the balance sheet date. The statement of operations amounts for both TJP and TPSCo has been translated using the average exchange rate for the reported period. The resulting translation adjustments are charged or credited to other comprehensive income (loss). Q. Stock-Based Compensation The Company applies the provisions of ASC Topic 718 Compensation - Stock Compensation, under which employees share-based equity awards are accounted for under the fair value method. Accordingly, stock-based compensation granted to employees and directors is measured at the grant date, based on the fair value of the share-based equity granted. The Company uses the straight-line attribution method to recognize stock-based compensation costs over the vesting period of the share-based equity granted R. Impairment of Assets Impairment of Property, Equipment and Intangible Assets The Company reviews long-lived assets and intangible assets on a periodic basis, as well as when such a review is required based upon relevant circumstances, to determine whether events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company recognizes an impairment loss based upon the difference between the carrying amount and the fair value of such assets, in accordance with ASC 360-10, Property, Plant and Equipment. Impairment of Goodwill Goodwill is subject to an impairment test performed at least on an annual basis or upon the occurrence of certain events or circumstances. The goodwill impairment test is performed according to the following principles: An initial qualitative assessment of the likelihood of impairment may be performed. If this step does not result in a more-likely-than-not indication of impairment, no further impairment testing is required. If it does result in a more-likely-than-not indication of impairment, the impairment test is performed. Goodwill impairment is assessed based on a comparison of the fair value of the unit, to which the goodwill is ascribed, and the underlying carrying value of its net assets, including goodwill. If the carrying amount of the unit exceeds its fair value, the implied fair value of the goodwill is compared with its carrying amount to measure the amount of impairment loss, if any. The Company uses the income approach methodology of valuation that includes discounted cash flows to determine the fair value of the unit. Significant management judgment is required in the forecasts of future operating results used for this methodology. S. Derivatives Tower enters into derivatives from time to time, whether embedded or freestanding, that are denominated in currency other than its functional currency (generally in New Israeli Shekels or NIS). Instruments settled with Tower's shares that are denominated in a currency other than the Company's functional currency are not eligible to be included in equity. T. Classification of Liabilities and Equity Tower applies EITF Issue No. 07-5, Determining Whether an Instrument (or an Embedded Feature) is indexed to an Entity's Own Stock. The consensus is an amendment to ASC 815-40 Contract in Entity's Own Equity. The amendment sets the criteria as to when an instrument that may be settled in the company's shares is also considered indexed to a company's own stock, for the purpose of classification of the instrument as a liability or equity. U. Reclassification and Presentation Certain amounts in prior years' financial statements have been reclassified in order to conform to the 2015 presentation. V. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") amended the existing accounting standards for revenue recognition, ASU 2014-09, Revenue from Contracts with Customers. The amendments are based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is required to adopt the amendments in the first quarter of 2018. Early adoption is not permitted. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating the impact of these amendments and the transition alternatives on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, Customer's Accounting of Fees Paid in Cloud Computing Arrangement, which provides guidance on accounting for fees paid in cloud computing arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a services contract. All software licenses recognized under this guidance will be accounted for consistent with other licenses of intangible assets. The guidance becomes effective for the Company in the first quarter of 2016. The guidance is not expected to have a material effect on the Company's Consolidated Financial Statements. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes and requires that deferred tax assets and liabilities, as well as any related valuation allowance, be classified as noncurrent in a classified statement of financial position. The update becomes effective for the Company for the first quarter of 2017. The update is not expected to have a material effect on the Company's Consolidated Financial Statements. |
TOWERJAZZ PANASONIC SEMICONDUCT
TOWERJAZZ PANASONIC SEMICONDUCTOR CO., LTD. ESTABLISHMENT | 12 Months Ended |
Dec. 31, 2015 | |
TOWERJAZZ PANASONIC SEMICONDUCTOR CO., LTD. ESTABLISHMENT [Abstract] | |
TOWERJAZZ PANASONIC SEMICONDUCTOR CO., LTD. ESTABLISHMENT | NOTE 3 - TOWERJAZZ PANASONIC SEMICONDUCTOR CO., LTD. ESTABLISHMENT Pursant to agreements signed between Panasonic Corporation (Panasonic) and Tower, (a) Panasonic formed a fully-owned subsidiary named TPSCo in March 2014; (b) Panasonic transferred licenses rights to semiconductor wafer manufacturing process and transferred its capacity tools of 8 inch and 12 inch at three of its fabs located in Hokuriku Japan (Uozu, Tonami and Arai) to TPSCo; and (c) Tower acquired 51 7,411 The purchase price has been allocated on the basis of the estimated fair value of the assets purchased and the liabilities assumed. The fair values set forth below are based on a valuation of TPSCo's assets and liabilities and purchase price allocation performed by the Company in accordance with ASC 805-10 "Business Combinations" taking in considerations an appraisal report of a third party expert. The estimated fair value of the assets, net amounted to $ 180,935. 166,404 The Company believes that the gain realized from the acquisition mainly derived from the fact that Panasonic's fabs were not fully utilized in recent years and were anticipated to remain so in the coming years, hence any volume manufacturing and revenue resulting from the transaction with Tower, due to Tower's customer base, contacts, technologies, foundry management and operations expertise will benefit Panasonic and directly increase the value of the transferred assets. The allocation of fair value to the assets acquired and liabilities assumed is as follows: As of Current assets $ 91,414 Machinery and equipment 245,278 Intangible assets 24,520 Total assets as of acquisition date $ 361,212 Current liabilities $ 1,426 Long-term Loan 85,249 Deferred tax liability 93,602 Total liabilities as of acquisition date $ 180,277 Total net assets acquired $ 180,935 The fair value non-controlling interests in TPSCo 7,120 Tower's consideration 7,411 Gain on acquisition $ 166,404 The fair value of the non-controlling interest in the table above was derived based on the purchase price paid by Tower to Panasonic in consideration for the acquisition of 51% of TPSCo's shares. TPSCo, Tower and Panasonic also agreed to the following, among others: (i) a five-year manufacturing agreement between Panasonic and TPSCo, under which Panasonic will acquire products from TPSCo; (ii) a five-year production related and complimentary services agreement between Panasonic and TPSCo, under which Panasonic will acquire services from TPSCo; (iii) TPSCo will license certain technologies from Panasonic in order to utilize certain Panasonic process technologies for the manufacturing of products; (iv) Panasonic will provide TPSCo with various transition services and support; (v) TPSCo will lease the manufacturing buildings and related facilities' infrastructure from Panasonic; and (vi) TPSCo will receive services from Tower including marketing, sales, general and administration services. |
RESTRUCTURING OF JAPAN OPERATIO
RESTRUCTURING OF JAPAN OPERATIONS | 12 Months Ended |
Dec. 31, 2015 | |
RESTRUCTURING OF JAPAN OPERATIONS [Abstract] | |
RESTRUCTURING OF JAPAN OPERATIONS | NOTE 4 - RESTRUCTURING OF JAPAN OPERATIONS During 2014, the Company decided to restructure its business and activities in Japan. In connection with this restructuring, the Company ceased the operations of TJP's fab as well as terminated vendors and other agreements, released for sale TJP's fab assets and terminated TJP's work force. In addition, the Company moved certain customers and a product from TJP to the Company's other fabrication facilities in Japan, US and Israel. The net restructuring and asset impairment charges (credits) in the consolidated statements of operations totaled to impairment charges of $ 47,472 (2,641 8,028 1,650 Changes in TJP facility closure related accruals for the years ended December 31, 2014 and 2015 were as follows: Asset related costs (*) Other restructuring Total Assets impairment and other restructuring charges $ 47,472 $ 8,028 $ 55,500 Charges against accrual (46,276) -- (46,276) Cash payments -- (4,621 (4,621) Accrued balance as of December 31, 2014 $ 1,196 $ 3,407 $ 4,603 Assets impairment related costs and other restructuring charges 3,200 4,116 7,316 Reduction of prior accrual and impairment (5,841 (2,466 (8,307) Charges against accrual 5,841 -- 5,841 Cash payments (1,296) (3,113) (4,409) Accrued balance as of December 31, 2015 $ 3,100 $ 1,944 $ 5,044 (*) Charges associated with asset impairment represent the write-down of the related assets to their new fair value and are recorded concurrently with the recognition of the accrual. |
OTHER RECEIVABLES
OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2015 | |
OTHER RECEIVABLES [Abstract] | |
OTHER RECEIVABLES | NOTE 5 - OTHER RECEIVABLES Other receivables consist of the following: As of December 31, 2015 2014 Government receivables $ 7,071 $ 3,848 Others 305 1,911 $ 7,376 $ 5,759 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2015 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 6 - INVENTORIES Inventories consist of the following: As of December 31, 2015 2014 Raw materials $ 27,848 $ 21,564 Work in process 73,437 62,269 Finished goods 4,396 4,040 $ 105,681 $ 87,873 Work in process and finished goods are presented net of aggregate write-downs to net realizable value of $ 621 1,486 |
LONG-TERM INVESTMENTS
LONG-TERM INVESTMENTS | 12 Months Ended |
Dec. 31, 2015 | |
LONG-TERM INVESTMENTS [Abstract] | |
LONG-TERM INVESTMENTS | NOTE 7 - LONG - TERM INVESTMENTS Long-term investments consist of the following: As of December 31, 2015 2014 Severance pay funds (see Note 15) $ 10,015 $ 10,214 Others 1,722 1,682 $ 11,737 $ 11,896 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2015 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 8 - PROPERTY AND EQUIPMENT, NET A. Composition As of December 31, 2015 2014 Original cost: Buildings (including facility infrastructure) $ 292,303 $ 276,603 Machinery and equipment 1,808,411 1,636,526 2,100,714 1,913,129 Accumulated depreciation: Buildings (including facility infrastructure) (197,518) (187,215 ) Machinery and equipment (1,443,663) (1,306,803 ) (1,641,181) (1,494,018 ) $ 459,533 $ 419,111 As of December 31, 2015 and 2014, the original cost of buildings, machinery and equipment was reflected net of investment grants (see B below) in the aggregate amount of $ 284,406 In connection with the periodic review of the estimated remaining useful lives of property and equipment at the Company's foundry manufacturing facilities, it was determined in the second quarter of 2015, that the estimated useful lives of machinery and equipment should be extended to 15 7 25 14 $ 42,000 approximately $ 27,000 B. Investment Grants In February 2011, Tower received an approval certificate from the Israeli Investment Center for an expansion program for investments in fixed assets in Israel, according to which Tower received grants in the amount of approximately NIS 135 36,000 Entitlement to the above grants is subject to various conditions stipulated by the criteria set forth in the certificate of approval issued by the Israeli Investment Center, as well as by the Israeli Law for the Encouragement of Capital Investments - 1959 (Investments Law) and the regulations promulgated there under. In the event Tower fails to comply with such conditions, Tower may be required to repay all or a portion of the grants received plus interest and certain inflation adjustments. In order to secure fulfillment of the conditions related to the receipt of investment grants, floating liens were registered in favor of the State of Israel on substantially all of Tower's assets. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2015 | |
INTANGIBLE ASSETS, NET [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 9 - INTANGIBLE ASSETS, NET Intangible assets consist of the following as of December 31, 2015: Weighted Average Life (years) Cost Accumulated Amortization Net Technologies 4 5 9 $ 106,363 $ (93,048) $ 13,315 Facilities lease 19 33,500 (19,089) 14,411 Patents and other core technology rights 9 15,100 (12,225) 2,875 Trade name 9 7,455 (5,000) 2,455 Customer relationships 15 2,600 (1,263) 1,337 Others - - 1,000 (925) 75 Total identifiable intangible assets $ 166,018 $ (131,550) $ 34,468 Intangible assets consist of the following as of December 31, 2014: Weighted Average Life (years) Cost Accumulated Amortization Net Technologies 4 5 9 $ 105,093 $ (88,492) $ 16,601 Facilities lease 19 33,500 (17,801) 15,699 Patents and other core technology rights 9 15,100 (10,547) 4,553 Trade name 9 7,472 (3,973) 3,499 Customer relationships 15 2,600 (1,090) 1,510 Others - - 1,000 (825) 175 Total identifiable intangible assets $ 164,765 $ (122,728) $ 42,037 |
OTHER ASSETS, NET
OTHER ASSETS, NET | 12 Months Ended |
Dec. 31, 2015 | |
OTHER ASSETS, NET [Abstract] | |
OTHER ASSETS, NET | NOTE 10 - OTHER ASSETS, NET Other assets, net consist of the following: As of December 31, 2015 2014 Prepaid long-term land lease, net (see Note 16C) $ 3,658 $ 3,779 Debenture issuance expenses and deferred financing charges 1,170 3,995 Long term prepaid expenses and others 1,931 2,244 $ 6,759 $ 10,018 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2015 | |
OTHER CURRENT LIABILITIES [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 11 - OTHER CURRENT LIABILITIES Other current liabilities consist of the following: As of December 31, 2015 2014 Government payables $ 7,645 $ 7,344 TJP facility closure related accruals 5,044 4,603 Interest payable in relation to debentures 2,138 2,207 Others 3,153 2,465 $ 17,980 $ 16,619 |
LONG-TERM LOANS FROM BANKS
LONG-TERM LOANS FROM BANKS | 12 Months Ended |
Dec. 31, 2015 | |
LONG-TERM LOANS FROM BANKS [Abstract] | |
LONG-TERM LOANS FROM BANKS | NOTE 12 - LONG-TERM LOANS FROM BANKS A. Composition As of December 31, 2015 2014 In U.S. Dollars, see also B and C below $ 101,955 $ 120,155 In JPY, see also D below 143,675 73,647 Total long-term loans from banks - principal amount 245,630 193,802 Fair value adjustments (7,900 ) (24,026 ) Total long-term loans from banks 237,730 169,776 Current maturities (26,681 ) (10,000 ) $ 211,049 $ 159,776 B. Facility Agreement with Israeli Banks The outstanding principal amount under Tower's credit facility agreement with the two largest Israeli lenders banks, Bank Leumi and Bank Ha'poalim (the Israeli Banks), as amended, was approximately 83,000 as of December 31, 2015 and $ 101,000 3.90 (Facility Agreement) . Under the Facility Agreement, approximately 6,000 56,000 approximately 21,000 Pursuant to the Facility Agreement, Tower has registered liens in favor of the Israeli Banks on substantially all of its present and future assets. The Facility Agreement restricts Tower's ability to place liens on its assets (other than existing liens in favor of the State of Israel in Respect of Investment Center grants - see Note 8B), without the prior consent of the Israeli Banks. The Facility Agreement also contains certain restrictive financial ratios and covenants. Satisfying these financial ratios and covenants is a material provision of the Facility Agreement. Under the Facility Agreement, Tower agreed to accelerate payments on account of principal of the loans as a percentage of proceeds to be received from certain future fundraising. If, as a result of any default, the Israeli Banks were to accelerate Tower's obligations, Tower would be obligated, to, among other things, immediately repay all loans made by the Israeli Banks plus penalties, and the Israeli Banks would be entitled to exercise the remedies available to them under the Facility Agreement, including enforcement of their liens against all of Tower's assets . Loans received under the Facility Agreement, as amended to date, are presented at fair value, and with changes in value reflected in the statements of operations, following adoption by the Company of ASC 825-10 Fair Value Option and Tower's election to apply the fair value option to the Facility Agreement. The effects of the Facility Agreement, as revised and amended, have been included in the measurement of the fair value of the loans at the relevant periods. C. Wells Fargo Credit Line In December 2013, Jazz entered into an agreement with Wells Fargo Capital Finance, part of Wells Fargo & Company (Wells Fargo), for a five 70,000 0.5 1.0 1.75 2.25 starting February 2016, interest is at a rate equal to, at lender's option, either the lender's prime rate plus a margin ranging from 0.25 0.75 1.5 2.0 The borrowing availability under the Jazz Credit Line Agreement As of December 31, 2015, borrowing availability under the Jazz Credit Line Agreement was approximately 49,000 20,100 was utilized 19,100 1,000 As of December 31, 2015, Jazz was in compliance with all of the covenants under this agreement. D. Loans to TPSCo from Japanese Institutions In June 2014, TPSCo entered into a long term loan agreement with JA Mitsui Leasing, Ltd. and Bank of Tokyo (BOT) Lease Co., Ltd, under which it borrowed (approximately 73,000 The loan carries an annual interest of the TIBOR (Tokyo Interbank Offered Rate) six months' rate plus 1.65 seven In December 2015, TPSCo and JA Mitsui Leasing , signed an asset based loan agreement, according to which, TPSCo entered into a five borrowed an amount of 8.5 (approximately $ 71,000 The ABL carries an interest equal to the six month TIBOR (Tokyo Interbank Offered Rate 2.0 seven The ABL agreement also contains certain financial ratios and covenants, as well as definitions of event of defaults and acceleration of the repayment schedule. |
DEBENTURES
DEBENTURES | 12 Months Ended |
Dec. 31, 2015 | |
DEBENTURES [Abstract] | |
DEBENTURES | NOTE 13 - DEBENTURES A. Composition by repayment schedule (carrying amount) As of December 31, 2015 Interest rate 2016 2017 2018 2019 Debentures Series D 8 % $ 5,781 $ -- $ -- $ -- Debentures Series F 7.8 % 797 -- -- -- Jazz's 2014 Notes (as defined in E below) 8 % -- -- 45,826 -- $ 6,578 $ -- $ 45,826 $ -- As of December 31, 2014 Interest rate 2015 2016 2017 2018 Debentures Series D 8 % $ 5,796 $ 5,796 $ -- $ - Debentures Series F 7.8 % 58,626 58,626 -- -- Jazz's 2010 Notes (as defined in D below) 8 % 45,577 -- -- -- Jazz's 2014 Notes (as defined in E below) 8 % -- -- -- 42,889 $ 109,999 $ 64,422 $ -- $ 42,889 The outstanding principal amounts of Tower's and Jazz's 65,000 312,000 7,000 58,000 Tower's debentures and interest thereon are unsecured and subordinated to Tower's existing and future secured indebtedness, including indebtedness to the Israeli Banks under the Facility Agreement, see Note 16A(1), and to the government of Israel, see Note 8B. For details in regards to Jazz Notes, see E below. If on a payment date of the principal or interest on any series of the Tower debentures, there is a breach of certain covenants and conditions under the Facility Agreement, the dates for payment of interest and principal on the debentures may be postponed until such covenant or condition is satisfied. B. Debentures Series D Issued in 2007 During 2007, Tower issued long-term non-convertible debentures of approximately $ 27,000 six 8 Series D non-convertible debenture outstanding principal amounts were approximately $ 6,000 12,000 C. Debentures Series F In 2010 and 2012, Tower issued un-secured and subordinated long-term debentures in total amount of approximately $ 230,000 7.8 two 1,000 197,000 The debentures are convertible into Tower's ordinary shares until December 2016, at a conversion ratio of approximately $ 10 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 110,000 110,000 amount 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 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 periods of conversion occurrence, which would be offset by lower financing expenses in the periods thereafter. 196,000 34,000 88,000 39,000 D. Notes Issued By Jazz in 2010 In July 2010, Jazz issued notes in the principal amount of approximately $ 94,000 In 2014, with-in an Exchange Agreement described below, certain of the Notes were exchanged for newly issued 2014 Notes and Jazz early redeemed the remaining approximately 45,000 45,000 E. Jazz 2014 Notes Exchange Agreement In March 2014, Jazz, certain of its domestic subsidiaries and Tower entered into an exchange agreement (the 2014 Exchange Agreement) with certain 2010 Notes holders (the 2014 Participating Holders) according to which Jazz issued new unsecured convertible senior notes due December 2018 (the 2014 Notes) in exchange for approximately $ 45,000 In addition, in March 2014, Jazz, Tower and certain of the 2014 Participating Holders (the Purchasers) entered into a purchase agreement (the Purchase Agreement) pursuant to which the Purchasers purchased $ 10,000 Holders of the 2014 Notes may submit a conversion request with respect to their 2014 Notes to be settled at Jazz discretion through cash or ordinary shares of Tower. The conversion price is set to $ 10.07 20 five 8 The 2014 Notes are unsecured senior obligations of Jazz, rank equally with all other existing and future unsecured senior indebtedness of Jazz, and are effectively subordinated to all existing and future secured indebtedness of Jazz, including the Jazz Credit Line Agreement (see Note 12C above), to the extent of the value of the collateral securing such indebtedness. The 2014 Notes rank senior to all existing and future subordinated debt. The 2014 Notes are not guaranteed by Tower. Holders of the 2014 Notes are entitled, subject to certain conditions and restrictions, to require Jazz to repurchase the 2014 Notes at par plus accrued interest and 1 The Indenture contains certain customary covenants including covenants restricting the ability of Jazz and the ability of its subsidiaries to, among other things, incur additional debt, incur additional liens, make specified payments and make certain asset sales. Jazz's obligations under the 2014 Notes are guaranteed by Jazz's wholly owned domestic subsidiaries. Jazz has not provided condensed consolidated financial information for such subsidiaries because the subsidiaries have no independent assets or operations, the subsidiary guarantees are full and unconditional and joint and several and the subsidiaries of Jazz, other than the subsidiary guarantors, are minor. As of December 31, 2015 and 2014, approximately $ 58,000 Jazz concluded that the exchange should not be recognized as a troubled debt restructuring in accordance with the provisions of ASC 470-60 "Modifications and Extinguishments". In accordance with the provisions of ASC 470-50, Jazz concluded that said exchange resulted in an extinguishment of the old debt and the issuance of a new convertible debt to be recorded at fair value. As described above, certain of the 2014 Notes were issued in exchange for certain of the 2010 Notes. Since the 2014 Notes were not traded and no quotes were available, Jazz determined the fair value of the 2014 Notes using the present value technique. The 2014 Exchange Agreement resulted in an expense of approximately $ 9,800 |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2015 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | NOTE 14 - FINANCIAL INSTRUMENTS AND FAIR VALUE MEASURMENTS The Company makes certain disclosures with regard to financial instruments, including derivatives. These disclosures include, among other matters, the nature and terms of derivative transactions, information about significant concentrations of credit risk and the fair value of financial assets and liabilities. A. Exchange Rate Transactions As the functional currency of Tower is the USD and part of Tower's expenses are denominated in NIS, Tower enters from time to time, into exchange rate agreements to protect against the volatility of future cash flows caused by changes in foreign exchange rates on NIS denominated expenses. As of December 31, 2015 and 2014, the outstanding amount of such exchange rate agreements was approximately $ 38,000 $ 0 B. Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term bank deposits, trade receivables and government receivables. The Company's cash and cash equivalents are maintained with large and reputable banks, and the composition and maturities of investments are regularly monitored by the Company. Generally, these securities may be redeemed upon demand and bear minimal risk. The Company generally does not require collateral for insurance of receivables; however, in certain circumstances, the Company obtains credit insurance or may require letters of credit. An allowance for doubtful accounts is determined with respect to those amounts that were determined to be doubtful of collection. The Company performs ongoing credit evaluations of its customers. The Company is exposed to credit-related losses in respect of derivative financial instruments in a manner similar to the credit risk involved in the realization or collection of other types of assets. C. Fair Value of Financial Instruments The estimated fair values of the Company's financial instruments, excluding debentures and banks' loans, do not materially differ from their respective carrying amounts as of December 31, 2015 and 2014. The fair values of Tower and Jazz's debentures, based on quoted market prices or other valuation as of December 31, 2015 and 2014, were approximately $ 97,000 402,000 52,000 217,000 D. Fair Value Measurements Valuation Techniques: In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology applies to the Company's Level 1 assets and liabilities. If quoted prices in active markets for identical assets and liabilities are not available to determine fair value, the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. This pricing methodology applies to the Company's Level 2 and Level 3 assets and liabilities. Level 2 Measurements: Over the counter derivatives - the Company uses the market approach using quotations from banks. Level 3 Measurements: Warrants - the Company utilized the Black Scholes Merton formula. The assumptions included in the Black-Scholes model were (i) the market price of Tower's shares; (ii) the exercise price of the warrant; (iii) risk-free interest; (iv) term available to exercise or redeem the security and (v) the volatility of the share during the relevant term. The Company determines the volatility of its share using daily historical quotes of the share. The risk free interest rate is determined as the interest rate on governmental bonds with maturity commensurate with the term of the warrant. Tower's loans - for Tower's loans from the Israeli Banks , as no identical quotes are available to implement Level 1 valuation the observing yield on its Recurring Fair Value Measurements Using the Indicated Inputs: December 31, 2015 Quoted prices in active market for Significant other Significant inputs Tower's loans (including current maturities)(*) $ 74,891 $ -- $ (64 ) $ 74,955 (*) Includes only loans under Tower's Facility Agreement with the Israeli Banks. Liabilities measured on a recurring basis using significant unobservable inputs (Level 3): Tower's loans (including current Others As of January 1, 2015 - at fair value $ 77,029 $ 34 (18,200) -- Total changes in fair value recognized in earnings 16,126 (34 ) As of December 31, 2015 - at fair value $ 74,955 $ -- Unrealized losses recognized in earnings related to outstanding loans as of December 31, 2015 $ 13,219 $ -- (*) Includes only loans under Tower's Facility Agreement with the Israeli Banks. December 31, 2014 Quoted prices in (Level 1) Significant other (Level 2) Significant (Level 3) Tower's loans (including current maturities) (*) $ 77,029 $ -- $ -- $ 77,029 Others 34 -- -- 34 $ 77,063 $ -- $ -- $ 77,063 (*) Includes only loans under Tower's Facility Agreement with the Israeli Banks. Liabilities measured on a recurring basis using significant unobservable inputs (Level 3): Tower's loans (including current Others As of January 1, 2014 - at fair value $ 108,685 $ 47 Loan repayment (30,000 -- Total changes in fair value recognized in earnings (1,656) (13 ) As of December 31, 2014 - at fair value $ 77,029 $ 34 Unrealized losses (gains) recognized in earnings related to outstanding loans as of December 31, 2014 $ (1,274) $ (13 ) |
EMPLOYEE RELATED LIABILITIES
EMPLOYEE RELATED LIABILITIES | 12 Months Ended |
Dec. 31, 2015 | |
EMPLOYEE RELATED LIABILITIES [Abstract] | |
EMPLOYEE RELATED LIABILITIES | NOTE 15 - EMPLOYEE RELATED LIABILITIES A. Employee Termination Benefits Israeli law, labor agreements and corporate policy determine the obligations of Tower to make severance payments to dismissed Israeli employees and to Israeli employees leaving employment under certain circumstances. Generally, the liability for severance pay benefits, as determined by Israeli law, is based upon length of service and the employee's monthly salary. This liability is primarily covered by regular deposits made each month by Tower into recognized severance and pension funds and by insurance policies maintained by Tower, based on the employee's salary for the relevant month. The amounts so funded and the liability are reflected separately on the balance sheets in long-term investments and long-term employee related liabilities in the amounts of $ 10,015 12,087 Commencing January 1, 2005, Tower implemented a labor agreement with regard to most of its employees, according to which monthly deposits into recognized severance and pension funds or insurance policies will release it from any additional severance obligation in excess of the balance in such accounts to such Israeli employees and, therefore, Tower incurs no liability or asset with respect to such severance obligations and deposits, since that date. Any net severance pay amount as of such date will be released on the employee's termination date. Payments relating to Israeli employee termination benefits were $ 3,986 3,801 3,756 Labor agreements pertaining to the employees of TJP determined the obligation of TJP to make payments to employees upon retirement or upon termination. The liability for termination benefits, as determined by said agreements was based upon length of service and the employee's monthly salary multiplied by a certain ratio. In case of resignation, the employee was entitled to 50% of the termination benefits. TJP did not cover the termination liability through deposits to benefit funds. Following the cessation of operations in TJP and the termination of employees, the accrued termination benefit was paid to employees. There is no outstanding amount of termination liability as of December 31, 2015. The outstanding amount of termination liability as of 22,133 24,907 27,572 TPSCo established a Defined Contribution Retirement Plan (the DC Plan) for its employees through which TPSCo contributes approximately 10 1 6,823 4,011 B. Jazz Employee Benefit Plans The following information provided recognizes the changes in 2015, 2014 and 2013 periodic expenses and benefit obligations due to the bargaining agreement effective December 19, 2009 entered into by Jazz with its collective bargaining unit employees. Post-Retirement Medical Plan The components of the net periodic benefit cost and other amounts recognized in other comprehensive income (loss) for post-retirement medical plan expense are as follows: Year ended Year ended Year ended Net periodic benefit cost: Service cost $ 29 $ 24 $ 32 Interest cost 126 118 126 Amortization of prior service costs (973 ) (1,737 ) (1,703 ) Amortization of net (gain) or loss (115 ) (227 ) (132 ) Total net periodic benefit cost $ (933 ) $ (1,822 ) $ (1,677 ) Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ -- $ -- $ (91 ) Net (gain) or loss for the period (1,333 ) 558 (668 ) Amortization of prior service costs 973 1,737 1,703 Amortization of net gain or (loss) 115 227 132 Total recognized in other comprehensive income (expense) $ (245 ) $ 2,522 $ 1,076 Total recognized in net periodic benefit cost and other comprehensive income $ (1,178 ) $ 700 $ (601 ) Weighted average assumptions used: Discount rate 4.30 % 5.20 % 4.30 % Expected return on plan assets N/A N/A N/A Rate of compensation increases N/A N/A N/A Assumed health care cost trend rates: Health care cost trend rate assumed for current year (Pre-65/Post-65) 7.00 20.00 % 7.75 25.00 % 8.25 35.00 % Ultimate rate (Pre-65/Post-65) 4.50 5.00 % 5.00 5.00 % 5.00 5.00 % Year the ultimate rate is reached (Pre-65/Post-65) 2025 2022 2022 2022 2022 2022 Measurement date December 31, 2015 December 31, 2014 December 31, 2013 Impact of one-percentage point change in assumed health care cost trend rates as of December 31, 2015: Increase Decrease Effect on service cost and interest cost $ 15 $ (12) Effect on post-retirement benefit obligation $ 104 $ (82) The components of the change in benefit obligation, change in plan assets and funded status for post-retirement medical plan are as follows: Year ended Year ended Year ended Change in benefit obligation: Benefit obligation at beginning of period $ 2,977 $ 2,317 $ 2,995 Service cost 29 24 32 Interest cost 126 118 126 Benefits paid (18 ) (40 ) (77 ) Change in plan provisions -- -- (91 ) Actuarial loss (gain) (1,333 ) 558 (668 ) Benefit obligation end of period $ 1,781 $ 2,977 $ 2,317 Change in plan assets: Fair value of plan assets at beginning of period $ -- $ -- $ -- Employer contribution 18 40 77 Benefits paid (18 ) (40 ) (77 ) Fair value of plan assets at end of period $ -- $ -- $ -- Funded status $ (1,781 ) $ (2,977 ) $ (2,317 ) As of December 31, 2015 As of December 31, 2014 As of December 31, Amounts recognized in statement of financial position: Current liabilities (40 ) (83 ) (89 ) Non-current liabilities (1,741 ) (2,894 ) (2,228 ) Net amount recognized $ (1,781 ) $ (2,977 ) $ (2,317 ) Weighted average assumptions used: Discount rate 4.80 % 4.30 % 5.20 % Rate of compensation increases N/A N/A N/A Assumed health care cost trend rates: Health care cost trend rate assumed for next year (pre 65/ post 65) 6.75 10.00 % 7.00 20.00 % 7.75 25.00 % Ultimate rate (pre 65/ post 65) 4.50 5.00 % 4.50 5.00 % 5.00 5.00 % Year the ultimate rate is reached (pre 65/ post 65) 2025 2022 2025 2022 2022 2022 The following benefit payments are expected to be paid in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter: Fiscal Year Other Benefits 2016 $ 40 2017 54 2018 60 2019 71 2020 78 2021-2025 $ 434 Jazz adopted several changes to the post-retirement medical plan in 2012 that cumulatively reduced obligations by approximately $ 3,900 Jazz Pension Plan Jazz has a pension plan that provides for monthly pension payments to eligible employees upon retirement. The pension benefits are based on years of service and specified benefit amounts. Jazz uses a December 31 measurement date. Jazz funding policy is to make contributions that satisfy at least the minimum required contribution for IRS qualified plans. The components of the change in benefit obligation, the change in plan assets and funded status for Jazz's pension plan are as follows: Year ended Year ended Year ended Net periodic benefit cost: Interest cost 798 796 732 Expected return on plan assets (1,130 ) (1,257 ) (948 ) Amortization of prior service costs 3 3 -- Amortization of net (gain) or loss 31 -- 97 Total net periodic benefit cost $ (298 ) $ (458 ) $ (119 ) Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ -- $ -- $ 93 Net (gain) or loss for the period 6 3,117 (4,696 ) Amortization of prior service costs (3 ) (3 ) -- Amortization of net gain or (loss) (31 ) -- (97 ) Total recognized in other comprehensive income (expense) $ (28 ) $ 3,114 $ (4,700 ) Total recognized in net periodic benefit cost and other comprehensive income (expense) $ (326 ) $ 2,656 $ (4,819 ) Weighted average assumptions used: Discount rate 4.20 % 5.10 % 4.30 % Expected return on plan assets 6.20 % 7.50 % 7.50 % Rate of compensation increases N/A N/A N/A Year ended Year ended Year ended Estimated amounts that will be amortized from accumulated other comprehensive income in the next fiscal year ending : Prior service cost 3 3 3 Net actuarial (gain) or loss $ 33 $ 31 $ -- The components of the change in benefit obligation, change in plan assets and funded status for Jazz's pension plan are as follows: Year ended Year ended December 31, 2014 Year ended Change in benefit obligation: Benefit obligation at beginning of period $ 19,304 $ 15,873 $ Interest cost 798 796 732 Benefits paid (451 ) (532 ) (437 ) Change in plan provisions -- -- 93 Actuarial loss (gain) (1,046 ) 3,167 (1,787 ) Benefit obligation end of period $ 18,605 $ 19,304 $ 15,873 Change in plan assets Fair value of plan assets at beginning of period $ 18,134 $ 16,652 $ 12,543 Actual return on plan assets 78 1,307 3,857 Employer contribution 765 707 689 Benefits paid (451 ) (532 ) (437 ) Fair value of plan assets at end of period $ 18,526 $ 18,134 $ 16,652 Funded status $ (79 ) $ (1,170 ) $ 779 Accumulated benefit obligation $ 18,605 $ 19,304 $ 15,873 Amounts recognized in statement of financial position Non-current assets $ -- $ -- $ 779 Non-current liabilities (79 ) (1,170 ) -- Net amount recognized $ (79 ) $ (1,170 ) $ 779 Weighted average assumptions used Discount rate 4.60 % 4.20 % 5.10 % Rate of compensation increases N/A N/A N/A The following benefit payments are expected to be paid in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter: Fiscal Year Other Benefits 2016 $ 650 2017 731 2018 805 2019 866 2020 937 2021-2025 $ 5,446 The plan's Level 1 Level 2 Level 3 Investments in mutual funds $ -- $ 18,526 $ -- Total plan assets at fair value $ -- $ 18,526 $ -- The plan's Level 1 Level 2 Level 3 Investments in mutual funds $ -- $ 18,134 $ -- Total plan assets at fair value $ -- $ 18,134 $ -- Jazz's pension plan weighted average asset allocations on December 31, 2015 by asset category are as follows: Asset Category: December 31, 2015 Target allocation 2016 Equity securities 62 % 60 % Debt securities 38 % 40 % Real estate 0 % 0 % Other 0 % 0 % Total 100 % 100 % Jazz's primary policy goals regarding the plan's assets are cost-effective diversification of plan assets, competitive returns on investment, and preservation of capital. Plan assets are currently invested in mutual funds with various debt and equity investment objectives. The target asset allocation for the plan assets is 40% debt, or fixed income securities, and 60% equity securities. Individual funds are evaluated periodically based on comparisons to benchmark indices and peer group funds and investment decisions are made by Jazz in accordance with the policy goals. Actual allocation to each asset category fluctuates and may not be within the target specified above due to changes in market conditions. The estimated expected return on assets of the plan is based on assumptions derived from, among other things, the historical return on assets of the plan, the current and expected investment allocation of assets held by the plan and the current and expected future rates of return in the debt and equity markets for investments held by the plan. The obligations under the plan could differ from the obligation currently recorded if management's estimates are not consistent with actual investment performance. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16 - COMMITMENTS AND CONTINGENCIES A. Commitments and Contingencies Relating to Fab 2 (1) Facility Agreement Liens For Liens on Tower's assets under the Facility Agreement, see Note 12B. For liens relating to Jazz Credit Line Agreement, see Note 12C. For Liens under TPSCo 2015 Long term Loan agreement see Note 12D. Offer by the Israeli Banks If one or more of certain bankruptcy related events occur, the Israeli Banks are entitled to bring a firm offer made by a potential investor to purchase Tower's ordinary shares (the Offer) at a price provided in the Offer. In such case, Tower shall be required thereafter to procure a rights offering to invest up to 30% of the amount of the Offer on the same terms. If the Offer is conditioned on the offer or purchasing a majority of Tower's outstanding share capital, the rights offering will be limited to allow for this as stipulated in the Facility Agreement as amended. For further details in regard to the Facility Agreement, see Note 12B. (2) Approved Enterprise Status For details regarding Approved Enterprise Status relating to Fab 2, see Note 20A and Note 8B. B. License Agreements The Company enters into intellectual property and licensing agreements with third parties from time to time. The effect of each of them on the Company's total assets and results of operations is immaterial. Certain of these agreements call for royalties to be paid by the Company to these third parties. C. Leases Tower's administrative offices and corporate headquarters, Fab 1 and Fab 2 manufacturing operations are located in a building complex situated in an industrial park in Migdal Ha'emek, in the northern part of Israel. The premises where the administrative offices and Fab 1 are located are under a long-term lease from the ILA, which expires in 2032. Tower has no obligation for lease payments related to this lease through the year 2032. Tower entered into a long-term lease agreement with the ILA relating to Fab 2 for a period ending in 2049. The lease payments through 2049 relating to this lease have been paid in advance and are expensed through the operational lease period. Tower occupies certain other premises under various operating leases. The obligations under such leases were not material as of December 31, 2015. Jazz leases its fabrication facilities under lease contracts that may be extended until 2027, through the exercise of an option at Jazz's sole discretion to extend the lease period through 2027. In 2015, Jazz exercised its first option to extend the lease term from 2017 to 2022, while maintaining the option to extend the lease term at its sole discretion from 2022 to 2027. In the amendments to its leases, Jazz secured various contractual safeguards designed to limit and mitigate any adverse impact of construction activities on its fabrication operations. In addition, Aggregate rental expense under Jazz operating leases, was approximately 3,000 2,600 2,400 Future minimum payments for Jazz's non-cancelable operating building leases are approximately $ 2,800 2,440 2,900 In 2014, TPSCo entered into a five lease agreement with Panasonic to lease the building and facilities of its 3 fabs in Hokuriko, Japan for the manufacturing business of TPSCo. The parties agreed to have good faith discussions regarding the terms and conditions for extension of the term of the lease agreement, taking into account the terms provided air market prices existing at the time of the extension. Future minimum payments under TPSCo's 12,700 11,500 10,800 2,600 D. Other Principal Agreements The Company, from time to time in the ordinary course of business, enters into long-term agreements with various entities for the joint development of products and processes utilizing technologies owned separately by either the other entity or the Company, or owned jointly by both parties, as applicable. E. Environmental Affairs The Company's operations are subject to a variety of laws and state and governmental regulations relating to the use, discharge and disposal of toxic or otherwise hazardous materials used in the production processes. Operating permits and licenses are required for the operation of the Company's facilities and these permits and licenses are subject to revocation, modification and renewal. Government authorities have the power to enforce compliance with these regulations, permits and licenses. As of the approval date of the financial statements, the Company is not aware of any noncompliance with the terms of said permits and licenses. F. Other Commitments Receipt of certain research and development grants from the government of Israel is subject to various conditions. In the event Tower fails to comply with such conditions, Tower may be required to repay all or a portion of the grants received. In Tower's opinion, Tower has been in full compliance with the conditions through December 31, 2015. For details in regard to Investment Center grants, see Note 8B. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
SHAREHOLDERS' EQUITY [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 17 - SHAREHOLDERS' EQUITY A. Description of Ordinary Shares As of December 31, 2015, Tower had 150 million authorized ordinary shares, par value NIS 15.00 each, of which approximately 82.1 million were issued and outstanding (net of approximately 0.1 million ordinary shares held by Tower as of such date). Holders of ordinary shares are entitled to participate equally in the payment of cash dividends and bonus share (stock dividend) distributions and, in the event of the liquidation of Tower, in the distribution of assets after satisfaction of liabilities to creditors. Each ordinary share is entitled to one vote on all matters to be voted on by shareholders. B. Share Option Plans (1) General The Company has granted to its employees and directors options to purchase ordinary shares under several option plans adopted by the Company. The particular provisions of each plan and grant vary as to vesting period, exercise price, exercise period and other terms. Generally, the exercise price will not be lower than the nominal value of the shares. The options (i) are granted at an exercise price which equals either the closing market price of the ordinary shares immediately prior to the date of grant, or, in relation to grants made from September 2013, an average of the closing price during the 30 trading days immediately prior to the date of grant, (ii) vest over up to a three four seven ten Except for those plans described below, as of December 31, 2015 and December 31, 2014, respectively, there are approximately 0.31 0.39 million options outstanding under the Company's option plans (the " Old Plans"). No further options may be granted under Old Plans. (2) Tower's 2009 Share Incentive Plans (the " 2009 Plans") In 2009, the Company adopted new share incentive plans for directors, officers and employees of the Company and its subsidiaries. Options were granted at an exercise price which equals the closing market price of the ordinary shares immediately prior to the date of grant, vest over up to a three seven As of December 31, 2015 and December 31, 2014, approximately 1.27 options and approximately 1.33 (3) Tower's 2013 Share Incentive Plan (the " 2013 Plan") In 2013, the Company adopted a new share incentive plan for directors, officers, employees and its subsidiaries. Options granted under the 2013 Plan bear an exercise price which equals an average of the closing price during the thirty trading days immediately prior to the date of grant, vest over up to a three seven Under the 2013 Plan, the Company granted in 2015 0.8 three As of December 31, 2015, approximately 4.2 million options and 0.8 5.7 (4) Independent Directors' Option Plan In January 2007, our shareholders approved, following approval by the Audit Committee and Board, the grant to each independent director of the Company who is not affiliated with our major shareholders and is not an employee of the Company (Independent Director) a grant of 10,000 3 Upon the third anniversary of the initial grant of options to an Independent Director, each such Independent Director shall be granted an additional 10,000 3 ten As of December 31, 2015 and December 31, 2014 , approximately 0.06 million options and approximately 0.11 (5) Summary of the Status of all the Company's Employees ' ' 2015 2014 2013 Number of share options Weighted average exercise price Number of share options Weighted average exercise price Number of share options Weighted average exercise price Outstanding as of beginning of year 7,537,219 $ 6.37 8,066,749 $ 6.31 4,351,487 $ 15.21 Granted 100,000 16.92 746,431 5.81 5,402,961 4.54 Exercised (1,620,056 ) 4.94 (762,607 ) 4.36 (23,932 ) 4.35 Terminated (26,777 ) 22.28 (30,901 ) 35.40 (4,273 ) 52.79 Forfeited (112,116 ) 8.30 (482,453 ) 5.86 (1,659,494 ) 23.76 Outstanding as of end of year 5,878,270 6.84 7,537,219 6.37 8,066,749 6.31 Options exercisable as of end of year 2,606,704 $ 8.93 1,834,281 $ 11.54 2,419,180 $ 9.03 2015 Number Weighted Average Fair Value Outstanding as of beginning of year -- $ -- Granted 783,700 15.11 Exercised -- -- Forfeited (10,500 ) 15.15 Outstanding as of end of year 773,200 15.11 RSU exercisable as of end of year -- $ -- (6) Summary of Information about Employees ' The following table summarizes information about employees ' Outstanding as of December 31, 2015 Exercisable as of Range of exercise prices Number Weighted average remaining (in years) Weighted average Number exercisable Weighted average $ 4.35 13.20 5,046,147 4.18 $ 4.78 1,864,581 $ 4.69 15.90 20.85 486,112 3.15 16.87 396,112 16.86 $ 21.00 28.20 346,011 1.45 $ 22.71 346,011 $ 22.71 5,878,270 2,606,704 Year ended December 31, 2015 2014 2013 The intrinsic value of options exercised $ 15,374 $ 3,680 $ 42 The original fair value of options exercised $ 3,721 $ 2,661 $ 158 Stock-based compensation expenses were recognized in the following line items in the Statement of Operations as follows: Year ended December 31, 2015 2014 2013 Component of income before provision for income taxes: Cost of goods $ 2,214 $ 753 $ 597 Research and development, net 1,905 1,034 527 Selling, general and administrative 3,421 2,897 1,658 Stock-based compensation expense $ 7,540 $ 4,684 $ 2,782 (7) Weighted Average Grant-Date Fair Value of Options Granted to Employees The weighted average grant-date fair value of the options granted during 2015, 2014 and 2013 to employees and directors amounted to 7.16 3.10 2.10 per option, respectively. The Company utilizes the Black-Scholes model. The Company estimated the fair value, utilizing the following assumptions for the years 2015, 2014 and 2013 (all in weighted averages): 2015 2014 2013 Risk-free interest rate 1.2 1.4 1.3 1.8 0.8 1.8 Expected life of options 4.75 4.75 4.75 Expected annual volatility 47 47 57 51 65 Expected dividend yield none none none Risk free interest rate - is based on yield curve rates published by the US Department of Treasury. Expected life of options - is based upon historical experience and represents the period of time that options granted are expected to be outstanding. Expected annual volatility - is based on the volatility of Tower's ordinary share prior to the options grant for the term identical to expected life. C. Israeli Banks' Capital Notes and Warrants All issued and outstanding equity equivalent capital notes, totaling approximately 3 million as of December 31, 2015, have no voting rights, no maturity date, no dividend rights, are not tradable, are not registered, do not carry interest, are not linked to any index and are not redeemable. The equity equivalent capital notes are classified in shareholders' equity. As of December 31, 2015, Bank Ha'poalim As of December 31, 2015 , the Israeli Banks hold a total of approximately 0.7 million warrants received under the Facility Agreement exercisable until December 2018, at various exercise prices between 10.50 92.55 D. Treasury Stock During 1999 and 1998, the Company funded the purchase by a trustee of an aggregate of 86,667 of ordinary shares E. Dividend Restriction According to the Facility Agreement, as amended to date, Tower undertook not to distribute any dividends prior to the date that all amounts payable under the Facility Agreement have been paid in full F. Warrants J and Warrants 7 In connection with the issuance of the Jazz 2010 Notes, the note holders received warrants (Warrants J), which were exercisable for up to approximately 1.7 Tower ordinary shares based on an exercise price 25.50 one ordinary share, for a period until June 2015. As of December 31, 2015 Warrants J was fully expired. In connection with the issuance of Series F in 2012, the debenture holders received warrants (Warrants 7) exercisable to approximately 1.9 ordinary shares of Tower based on an exercise price of approximately 7.2 one Warrants 7 are exercisable until March 1, 2016. As of December 31, 2015, following some exercises, the remainder of Warrants 7 are exercisable for up to approximately 0.7 G. Rights Offering In June 2013, the Company distributed to its shareholders and certain other security holders rights to purchase ordinary shares and two series of warrants. As a result of the rights offering, the Company received aggregate proceeds of approximately $40,000, including approximately $ 19,000 5.5 7.33 4.5 5.1 H. Debentures |
INFORMATION ON GEOGRAPHIC AREAS
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2015 | |
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS [Abstract] | |
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | NOTE 18 - A. Year ended December 31, 2015 2014 2013 USA 44 % 45 % 77 % Japan 41 40 2 Asia * 11 11 14 Europe * 4 4 7 Total 100 % 100 % 100 % * Represents revenues from individual countries of less than 10% each. The basis of attributing revenues from external customers to geographic area is based on the headquarter location of the customer issuing the purchase order. B. Long-Lived Assets by Geographic Area - Substantially all of Tower's long-lived assets are located in Israel, substantially all of Jazz's long-lived assets are located in the United States and substantially all of TPSCo's long-lived assets are located in Japan. As of December 31 2015 2014 Israel $ 176,764 $ 145,816 United States 90,748 66,953 Japan 192,021 206,342 Total $ 459,533 $ 419,111 C. Accounts receivable from significant customers representing 10% or more of the net accounts receivable balance as of December 31, 2015 and 2014, consist of the following customers: As of December 31, 2015 2014 Customer 1 29 % 35 % Customer 2 17 % 16 % D. Year ended December 31, 2015 2014 2013 Customer A 40 % 38 % -- % Customer B 13 9 7 Customer C 6 7 9 Customer D -- 7 27 |
INTEREST EXPENSES, NET AND OTHE
INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET | 12 Months Ended |
Dec. 31, 2015 | |
INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET [Abstract] | |
INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET | NOTE 19 - INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET A. Interest Expense, Net Interest expense net, for the years ended December 31, 2015, 2014 and 2013 were $ 13,179 33,409 32,971 B. Other Financing Expense, Net Other financing expense, net consist of the following: Year ended December 31, 2015 2014 2013 Debentures Series F accretion and amortization including accelerated accretion (see Note 13C above) $ 87,973 $ 39,494 $ 13,113 Jazz Notes accretion and amortization 3,015 9,307 6,770 Jazz 2014 Exchange Agreement related financing costs, see Note 13E -- 9,817 -- Changes in fair value, (total level 3 changes in fair value as reported in Note 14D) 16,092 (1,669 ) 1,792 Exchange rate differences 1,056 (5,352 ) 4,038 Others 1,794 3,807 2,125 Other financing expense, net $ 109,930 $ 55,404 $ 27,838 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 20 - INCOME TAXES A. Approved Enterprise Status Substantially all of Tower's existing facilities and other capital investments have been granted approved enterprise status, as provided by the Investments Law. Pursuant to the Investments Law and the approval certificates, Tower's income is taxed at a rate of 20 26.5 The tax benefits are also conditioned upon fulfillment of the requirements stipulated by the letter of approval regarding Tower's facilities and other capital investments' approved enterprise status (Ktav Ishur), as well as by the Investments Law and the regulations promulgated thereunder, as well as the criteria set forth in the certificates of approval. In the event of a failure by Tower to comply with these conditions, the tax benefits could be canceled, in whole or in part, and Tower would be required to refund the amount of the canceled benefits, plus interest and certain inflation adjustments. In the Company's opinion, Tower has been in compliance with the conditions through the approval date of the financial statements; See Note 8B. B. The Company's Year Ended December 31, 2015 December 31, 2014 December 31, 2013 Current tax expense (benefit): Foreign (*) $ (8,473 ) $ 2,814 $ (534 ) Total current (8,473 ) 2,814 (534 ) Deferred tax benefit: Foreign (3,805 ) (27,556 ) (8,854 ) Total deferred (3,805 ) (27,556 ) (8,854 ) Income tax benefit $ (12,278 ) $ (24,742 ) $ (9,388 ) (*) Includes changes in unrecognized tax benefit, see D below. Year ended December 31, 2015 December 31, 2014 December 31, 2013 Profit (loss) before taxes Domestic $ (59,797 ) $ 78,677 $ (90,497 ) Foreign 18,392 (104,791 ) (26,551 ) Total loss before taxes $ (41,405 ) $ (26,114 ) $ (117,048 ) C. Components of Deferred Tax Asset/Liability The following is a summary of the components of the deferred tax benefit and liability reflected on the balance sheets as of the respective dates: As of December 31, 2015 2014 Net deferred tax benefit - current: Net operating loss carry forwards $ 797 $ 938 Employees benefits and compensation 3,824 5,170 -- 1,253 Accruals, reserves and others 5,774 3,809 10,395 11,170 Valuation allowance (3,519 ) (3,354 ) Total net current deferred tax benefit $ 6,876 $ 7,816 As of December 31, 2015 2014 Net deferred tax benefit - long-term Deferred tax assets: Net operating loss carry forwards $ 327,924 $ 320,954 Employees benefits and compensation 2,164 2,663 Research and development 1,940 1,940 Others 1,814 1,237 333,842 326,794 Valuation allowance (304,195 ) (293,670 ) $ 29,647 $ 33,124 Deferred tax liability - depreciation and amortization (51,238 ) (36,611 ) Deferred tax related to gain on acquisition (44,423 ) (66,722 ) Debt discount (371 ) (4,200 ) Others (3,359 ) (869 ) Total net long-term deferred tax liability $ (69,744 ) $ (75,278 ) Deferred tax asset in the amounts of $ 6,876 7,816 Deferred tax liability in the amounts of $ 69,744 75,278 The Company establishes a valuation allowance for deferred tax assets, when it is unable to conclude that it is more-likely-than-not that such deferred tax assets will be realized. In making this determination, the Company evaluat es both positive and negative evidence. Jazz's state deferred tax assets exceed the reversal of taxable temporary differences. Without o As of December 31, 2015 and 2014, the Company recorded a valuation allowance against its deferred tax assets in the amounts of 307,714 297,024 respectively, to offset the related net deferred tax assets, as the Company is unable to conclude that it is more likely than not that such deferred tax assets will be realized. D. Unrecognized Tax Benefit A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Unrecognized tax Balance at January 1, 2015 $ 24,961 Additions for tax positions of current year (623) Expiration of statute of limitation of prior years (10,758) Translation differences (42 ) Balance at December 31, 2015 $ 13,538 Unrecognized tax Balance at January 1, 2014 $ 25,676 Additions for tax positions of current year 51 Reductions for tax positions of prior year -- Translation differences (766 ) Balance at December 31, 2014 $ 24,961 Unrecognized tax Balance at January 1, 2013 $ 27,414 Additions for tax positions of current year 12 Reductions for tax positions of prior year (371 ) Translation differences (1,379 ) Balance at December 31, 2013 $ 25,676 The of with respect to Jazz's tax year 2010 expired in March 2015. As a result, Jazz recorded a tax benefit for such year in the amount of approximately $ 10,758 The Company accounts for its uncertain tax provisions in accordance with ASC 740. The Company's policy is to recognize interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits as a component of income tax expense. E. Effective Income Tax Rates The reconciliation of the statutory tax rate to the effective tax rate is as follows: Year ended December 31, 2015 2014 2013 Tax benefit computed at statutory rates $ (10,972 ) $ (6,920 ) $ (29,262 ) Effect of different tax rates in different jurisdictions 6,108 (18,453 ) 1,408 Gain on acquisition of TPSCo -- (33,280 ) -- Tax benefits for which deferred taxes were not recorded 11,687 27,757 20,139 Unrecognized (11,153 ) 412 298 Permanent differences and other, net (7,948 ) 5,742 (1,971 ) Income tax benefit $ (12,278 ) $ (24,742 ) $ (9,388 ) F. Net Operating Loss Carry forward On December 31, 2015, Tower had net operating loss carry forwards for tax purposes of approximately 1.5 The future utilization of Jazz's net operating loss carry forwards to offset future taxable income is subject to an annual limitation as a result of ownership changes that have occurred. Additional limitations could apply if ownership changes occur in the future. Jazz has had two change in ownership events that limit the utilization of net operating loss carry forwards. The first change in ownership event occurred in February 2007 upon Jazz Technologies' acquisition of Jazz Semiconductor. The second change in ownership event occurred on September 19, 2008, upon Tower's acquisition of Jazz. Jazz concluded that the net operating loss limitation for the change in ownership which occurred in September 2008 will be an annual utilization of approximately $ 2,100 28,000 135,500 As of December 31, 2015, TPSCo had operating loss carry forwards of approximately $ 5,000 unless utilized before its expiration. G. Final Tax Assessments Tower possesses final tax assessments through the year 1998. In addition, the tax assessments for the years 1999-2011 are deemed final. Jazz and its subsidiaries are subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. Jazz is subject to federal income tax rate of 35 TJP was established in June 2011 and does not have final tax assessments TPSCo , which was established in March 2014, is subject to income tax rate of approximately 33 35 |
RELATED PARTIES BALANCES AND TR
RELATED PARTIES BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
RELATED PARTIES BALANCES AND TRANSACTIONS [Abstract] | |
RELATED PARTIES BALANCES AND TRANSACTIONS | NOTE 21 - RELATED PARTIES BALANCES AND TRANSACTIONS A. Balances The nature of the relationships involved As of December 31, 2015 2014 Long-term investment Equity investment in a limited partnership $ 50 $ 44 Trade accounts payable Trade accounts payable $ 52 $ 62 B. Transactions Description of the transactions Year ended December 31, 2015 2014 2013 Revenue Revenue from a limited partnership $ -- $ -- $ 59 Cost of revenues Purchase of services and goods from affiliates of a related party. $ 13,970 $ 14,883 $ 3,379 General and Administrative expenses Mainly directors' $ 234 $ 221 $ 311 Other expense (income), net Equity loss (profit) in a limited partnership $ (6 ) $ 16 $ 144 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 22 A. Acquisition of a Manufacturing Facility in the U.S In February 2016, Tower completed the acquisition of a fabrication facility in San Antonio, Texas from Maxim Integrated Products Inc. (Maxim). The acquisition was done through a new indirectly wholly owned subsidiary of Tower, TowerJazz Texas Inc. (TJT). The purchase price was $ 40,000 3.3 In addition, Tower and Maxim entered into a long term 15 B. Litigation I n January 2016, a short-selling focused firm issued a short sell thesis report which the Company believes contains false and misleading information about the Company's strategy, business model and financials. Following this short sell thesis report, putative shareholder class actions were filed in the US and Israel against the Company, certain officers, its directors and/or its external auditor. This short sell thesis analyst acknowledged at the time of the report that he shall be assumed to be in a short position in Tower's shares. The Company believes the alleged claims are without merit and intends to vigorously defend the actions. |
ADDITIONAL INFORMATION - RECONC
ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS | 12 Months Ended |
Dec. 31, 2015 | |
ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS [Abstract] | |
ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS | NOTE 23 - ADDITIONAL INFORMATION- RECONCILIATION OF US GAAP TO IFRS Since the initial listing of the Company on NASDAQ in the United States of America in 1993, the Company utilized US GAAP reports (prior to 2007 Israeli GAAP reconciled to As many of the Company's investors and analysts are located in Israel and in Europe and are familiar with and use the International Financial Reporting Standards rules (IFRS) the Company is providing on a voluntary basis a reconciliation from U.S. GAAP to IFRS as detailed below (condensed balance sheet, condensed statement of operations and additional information). differs in certain significant aspects from US . The primary differences between US and relating to the Company are the accounting for goodwill, financial instruments, pension plans and termination benefits. A. Adjustment arising from goodwill of a subsidiary acquired in 2008. The purchase consideration was paid in Tower's B. nstruments 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 Tower in 2010, with a conversion ratio that have been determined in the third quarter of in the third quarter of 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 years ' D. Termination Benefits Adjustment arising from benefit to be granted to certain of the Company ' E. Condensed Balance Sheet in Accordance with IFRS As of December 31, 2015 US GAAP Adjustments IFRS ASSETS Current assets $ 446,727 $ -- $ 446,727 Property and equipment, net 459,533 -- 459,533 Long term assets 59,964 (7,450 ) 52,514 Total assets 966,224 (7,450 ) 958,774 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities $ 211,119 $ (70 ) $ 211,049 Long-term liabilities 369,519 (1,502 ) 368,017 Total liabilities 580,638 (1,572 ) 579,066 TOTAL SHAREHOLDERS ' 385,586 (5,878 ) 379,708 Total liabilities and shareholders' equity $ 966,224 $ (7,450 ) $ 958,774 F. Condensed Statement of Operations in Accordance with IFRS Year ended December 31, 2015 US GAAP Adjustments IFRS Profit before income tax and excluding other financing expense, net $ 68,525 $ (750) $ 67,775 Other non cash financing expense, net (109,930) 73,770 (36,160) Profit (loss) before income tax benefit (41,405) 73,020 31,615 Income tax benefit 12,278 -- 12,278 Profit (loss) for the period (29,127) 73,020 43,893 Net income attributable to the non-controlling interest (520) -- (520) Net profit (loss) attributable to the company $ (29,647) $ 73,020 $ 43,373 G. Reconciliation of Net Profit (Loss) from US GAAP to IFRS Year ended December 31, 2015 2014 2013 Net profit (loss) in accordance with US GAAP $ (29,647) $ 4,263 $ (107,660 ) Financial instruments 73,770 21,556 (1,619 Pension plans (705) (1,314 ) (1,166 ) Termination benefits (45) 409 106 Net profit (loss) in accordance with IFRS $ 43,373 $ 24,914 $ (110,339 ) H. Reconciliation of Shareholders' Equity from US GAAP to IFRS: As of December 31, 2015 2014 Shareholders' equity in accordance with US GAAP $ 385,586 $ 195,561 Financial instruments (380) (54,656 ) Termination benefits 1,502 1,547 Goodwill (7,000) (7,000 ) Shareholders' equity in accordance with IFRS $ 379,708 $ 135,452 I. Reconciliation of Goodwill from US GAAP to IFRS: 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 Long-term Assets from US GAAP to IFRS: As of December 31, 2015 2014 Other long term assets in accordance with US GAAP $ 6,759 $ 10,018 Financial instruments (450) (3,412 ) Other long term assets in accordance with IFRS $ 6,309 $ 6,606 K. Reconciliation of Current Maturities of Loans and Debentures from US GAAP to IFRS: As of December 31, 2015 2014 Current maturities of loans and debentures in accordance with US GAAP $ 33,259 $ 119,999 Financial instruments (70 ) 25,622 Current maturities of loans and debentures in accordance with IFRS $ 33,189 $ 145,621 L. Reconciliation of Long Term Debentures from US GAAP to IFRS: As of December 31, 2015 2014 Long term debentures in accordance with US GAAP $ 45,826 $ 107,311 Financial instruments - 25,622 Long term debentures in accordance with IFRS $ 45,826 $ 132,933 M. Reconciliation of O ther Long Term Liabilities As of December 31, 2015 2014 Other long term liabilities in accordance with US GAAP $ 7,609 $ 22,924 Termination benefits (1,502) (1,547 ) Other long-term liabilities in accordance with IFRS $ 6,107 $ 21,377 |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Use of Estimates in Preparation of Financial Statements | A. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Principles of Consolidation | B. Principles of Consolidation The Company's consolidated financial statements include the financial statements of Tower and its subsidiaries. The Company's consolidated financial statements are presented after elimination of inter-company transactions and balances. |
Cash and Cash Equivalents | C. Cash and Cash Equivalents Cash and cash equivalents consist of banks deposits and short-term investments (primarily time deposits and certificates of deposit) with original maturities of three months or less. |
Allowance for Doubtful Accounts | D. Allowance for Doubtful Accounts The allowance for doubtful accounts is computed mainly on the specific identification basis for accounts whose collectability, in the Company's estimation, is uncertain. |
Inventories | E. Inventories Inventories are stated at the lower of cost or market. Cost is determined for raw materials and supplies mainly on the basis of the weighted average moving price per unit. Cost is determined for work in process and finished goods on the basis of actual production costs. |
Property and Equipment | F. Property and Equipment (1) Property and equipment are presented at cost, including capitalizable costs. Capitalizable costs include only 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 that are necessary to get it ready for its intended use. Maintenance and repairs are charged to expenses as incurred. presented net of investment grants received, and less accumulated depreciation and amortization. Depreciation is calculated based on the straight-line method over the Company's estimated economic lives of the assets or terms of the related leases, as follows: Buildings and building improvements, including facility infrastructure 10 25 Machinery and equipment, software and hardware 3 15 In connection with the periodic review of the estimated remaining useful lives of property and equipment at the Company's foundry manufacturing facilities, the Company determined in the second quarter of 2015, that the estimated useful lives of machinery and equipment should be extended to 15 years from 7 years and the useful lives of facility infrastructure should be extended to 25 years from 14 years. The Company extended the estimated useful lives of these assets as a result of the extended use of mature technologies, longer processes and product 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 further details, see Note 8A. (2) Impairment examinations and recognition are performed and determined based on the accounting policy outlined in R below. |
Intangible Assets | G. Intangible Assets Intangible assets include the valuation amount attributed to the intangible assets as part of the purchase price allocation made at the times of acquisition of Jazz and TPSCo. The amounts attributed to intangible assets as part of the purchase price allocations for the acquisitions of Jazz and TPSCo are amortized over the expected estimated economic life of the intangible assets commonly used in the industry. Impairment examinations and recognition are performed and determined based on the accounting policy outlined in R below. |
Other Assets | H. Other Assets Prepaid Long-Term Land Lease Prepaid lease payments to the Israel Land Administration (ILA) as detailed in Note 16C are amortized over the lease period. |
Convertible Debentures | I. Convertible Debentures Under ASC 470-20 Debt with Conversion and Other Options, the proceeds from the sale of debt securities with a conversion feature and other options are allocated to each of the securities issued based on their relative fair value. ASC Topic 815 Derivatives and Hedging generally provides criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments. These three criteria are: (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP See Note 13C for the determination of the Beneficial Conversion Feature in the Company's Series F debentures, |
Stock-Based Instruments in Financing Transactions | J. Stock-Based Instruments in Financing Transactions The Company calculates the fair value of stock-based instruments included in the units issued in its financing transactions. That fair value is recognized in equity, if determined to be eligible for equity classification. The fair value of such stock-based instruments, when included in issuance of debt that is not itself accounted at fair value is considered a discount on the debt and results in an adjustment to the yield of the debt. |
Revenue Recognition | K. Revenue Recognition The Company's net revenues are generated principally from sales of semiconductor wafers. The Company also derives revenues from engineering and design support and other technical and support services. The majority of the Company's sales are achieved through the effort of its direct sales force. In accordance with ASC Topic 605 Revenue Recognition, the Company recognizes revenues from sale of products when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the price to the customer is fixed or determinable; and (iv) collection of the resulting receivable is reasonably assured. These criteria are usually met at the time of product shipment. Revenues are recognized when the acceptance criteria are satisfied, based on performing electronic, functional and quality tests on the products prior to shipment. Such Company testing reliably demonstrates that the products meet all of the specified criteria prior to formal customer acceptance. The Company provides for sales returns allowance relating to specified yield or quality commitments as a reduction of revenues at the time of shipment based on pasts experience and specific identification of events necessitating an allowance. Revenues for engineering, design and other support services are recognized ratably over the contract term or as services are performed. Advances received from customers for future engineering services and/or product purchases are deferred until services are rendered or products are shipped to the customer. |
Research and Development | L. Research and Development Research and development costs are charged to operations as incurred. Amounts received or receivable from the government of Israel and others, as participation in research and development programs, are offset against research and development costs. The accrual for grants receivable is determined based on the terms of the programs, provided that the criteria for entitlement have been met. |
Income Taxes | M. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes. This topic prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities. Deferred taxes are computed based on the tax rates anticipated (under applicable law as of the balance sheet date) to be in effect when the deferred taxes are expected to be paid or realized. The Company evaluates how realizable its deferred tax assets are for each jurisdiction in which the company operates at each reporting date, and establishes valuation allowances when it is more likely than not that all or a portion of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. The company considers all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities and projected future taxable income. In circumstances where there is sufficient negative evidence indicating that the company deferred tax assets are not more-likely-than-not realizable, the company establishes a valuation allowance. The company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more-likely-than-not sustainable, based solely on their technical merits, upon examination and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit of each position as the largest amount that the company believes is more-likely-than-not realizable. Differences between the amount of tax benefits taken or expected to be taken in its income tax returns and the amount of tax benefits recognized in its financial statements, represent the company unrecognized income tax benefits, which are recorded as a liability. The company policy is to include interest and penalties related to unrecognized income tax benefits as a component of income tax expense. |
Earnings (Loss) Per Ordinary Share | N. Earnings (Loss) Per Ordinary Share Basic earnings (loss) per share is calculated in accordance with ASC Topic 260, Earnings Per Share, by dividing profit or loss attributable to ordinary equity holders of Tower (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the reported period. Diluted earnings per share is calculated if applicable, by adjusting profit attributable to ordinary equity holders of Tower, and the weighted average number of ordinary shares, taking into effect all potential dilutive ordinary shares |
Comprehensive Income (Loss) | O. Comprehensive Income (Loss) In accordance with ASC Topic 220, Comprehensive Income, comprehensive income (loss) represents the change in shareholders' equity during a reporting period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a reporting period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) represents gains and losses that are included in comprehensive income but excluded from net income. |
Functional Currency and Exchange Rate Losses | P. Functional Currency and Exchange Rate Losses The currency of the primary economic environment in which Tower and Jazz conduct their operations is the U.S. dollar (dollar). Thus, the dollar is the functional and reporting currency of Tower and Jazz. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with ASC 830-10, Foreign Currency Matters. All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate. The financial statements of TJP and TPSCo, whose functional currency is the Japanese Yen, have been translated into dollars. The assets and liabilities of both TJP and TPSCo have been translated using the exchange rates in effect as of the balance sheet date. The statement of operations amounts for both TJP and TPSCo has been translated using the average exchange rate for the reported period. The resulting translation adjustments are charged or credited to other comprehensive income (loss). |
Stock-Based Compensation | Q. Stock-Based Compensation The Company applies the provisions of ASC Topic 718 Compensation - Stock Compensation, under which employees share-based equity awards are accounted for under the fair value method. Accordingly, stock-based compensation granted to employees and directors is measured at the grant date, based on the fair value of the share-based equity granted. The Company uses the straight-line attribution method to recognize stock-based compensation costs over the vesting period of the share-based equity granted |
Impairment of Assets | R. Impairment of Assets Impairment of Property, Equipment and Intangible Assets The Company reviews long-lived assets and intangible assets on a periodic basis, as well as when such a review is required based upon relevant circumstances, to determine whether events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company recognizes an impairment loss based upon the difference between the carrying amount and the fair value of such assets, in accordance with ASC 360-10, Property, Plant and Equipment. Impairment of Goodwill Goodwill is subject to an impairment test performed at least on an annual basis or upon the occurrence of certain events or circumstances. The goodwill impairment test is performed according to the following principles: An initial qualitative assessment of the likelihood of impairment may be performed. If this step does not result in a more-likely-than-not indication of impairment, no further impairment testing is required. If it does result in a more-likely-than-not indication of impairment, the impairment test is performed. Goodwill impairment is assessed based on a comparison of the fair value of the unit, to which the goodwill is ascribed, and the underlying carrying value of its net assets, including goodwill. If the carrying amount of the unit exceeds its fair value, the implied fair value of the goodwill is compared with its carrying amount to measure the amount of impairment loss, if any. The Company uses the income approach methodology of valuation that includes discounted cash flows to determine the fair value of the unit. Significant management judgment is required in the forecasts of future operating results used for this methodology. |
Derivatives | S. Derivatives Tower enters into derivatives from time to time, whether embedded or freestanding, that are denominated in currency other than its functional currency (generally in New Israeli Shekels or NIS). Instruments settled with Tower's shares that are denominated in a currency other than the Company's functional currency are not eligible to be included in equity. |
Classification of Liabilities and Equity | T. Classification of Liabilities and Equity Tower applies EITF Issue No. 07-5, Determining Whether an Instrument (or an Embedded Feature) is indexed to an Entity's Own Stock. The consensus is an amendment to ASC 815-40 Contract in Entity's Own Equity. The amendment sets the criteria as to when an instrument that may be settled in the company's shares is also considered indexed to a company's own stock, for the purpose of classification of the instrument as a liability or equity. |
Reclassification and Presentation | U. Reclassification and Presentation Certain amounts in prior years' financial statements have been reclassified in order to conform to the 2015 presentation. |
Recently Issued Accounting Pronouncements | V. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") amended the existing accounting standards for revenue recognition, ASU 2014-09, Revenue from Contracts with Customers. The amendments are based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is required to adopt the amendments in the first quarter of 2018. Early adoption is not permitted. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating the impact of these amendments and the transition alternatives on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, Customer's Accounting of Fees Paid in Cloud Computing Arrangement, which provides guidance on accounting for fees paid in cloud computing arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a services contract. All software licenses recognized under this guidance will be accounted for consistent with other licenses of intangible assets. The guidance becomes effective for the Company in the first quarter of 2016. The guidance is not expected to have a material effect on the Company's Consolidated Financial Statements. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes and requires that deferred tax assets and liabilities, as well as any related valuation allowance, be classified as noncurrent in a classified statement of financial position. The update becomes effective for the Company for the first quarter of 2017. The update is not expected to have a material effect on the Company's Consolidated Financial Statements. |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Schedule of Estimated Economic Lives | Buildings and building improvements, including facility infrastructure 10 25 Machinery and equipment, software and hardware 3 15 |
TOWERJAZZ PANASONIC SEMICONDU35
TOWERJAZZ PANASONIC SEMICONDUCTOR CO., LTD. ESTABLISHMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
TOWERJAZZ PANASONIC SEMICONDUCTOR CO., LTD. ESTABLISHMENT [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | As of Current assets $ 91,414 Machinery and equipment 245,278 Intangible assets 24,520 Total assets as of acquisition date $ 361,212 Current liabilities $ 1,426 Long-term Loan 85,249 Deferred tax liability 93,602 Total liabilities as of acquisition date $ 180,277 Total net assets acquired $ 180,935 The fair value non-controlling interests in TPSCo 7,120 Tower's consideration 7,411 Gain on acquisition $ 166,404 |
RESTRUCTURING OF JAPAN OPERAT36
RESTRUCTURING OF JAPAN OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
RESTRUCTURING OF JAPAN OPERATIONS [Abstract] | |
Schedule of restructuring and asset impairment activity | Asset related costs (*) Other restructuring Total Assets impairment and other restructuring charges $ 47,472 $ 8,028 $ 55,500 Charges against accrual (46,276) -- (46,276) Cash payments -- (4,621 (4,621) Accrued balance as of December 31, 2014 $ 1,196 $ 3,407 $ 4,603 Assets impairment related costs and other restructuring charges 3,200 4,116 7,316 Reduction of prior accrual and impairment (5,841 (2,466 (8,307) Charges against accrual 5,841 -- 5,841 Cash payments (1,296) (3,113) (4,409) Accrued balance as of December 31, 2015 $ 3,100 $ 1,944 $ 5,044 (*) Charges associated with asset impairment represent the write-down of the related assets to their new fair value and are recorded concurrently with the recognition of the accrual. |
OTHER RECEIVABLES (Tables)
OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
OTHER RECEIVABLES [Abstract] | |
Schedule of Other Receivables | As of December 31, 2015 2014 Government receivables $ 7,071 $ 3,848 Others 305 1,911 $ 7,376 $ 5,759 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INVENTORIES [Abstract] | |
Schedule of Inventory | As of December 31, 2015 2014 Raw materials $ 27,848 $ 21,564 Work in process 73,437 62,269 Finished goods 4,396 4,040 $ 105,681 $ 87,873 |
LONG-TERM INVESTMENTS (Tables)
LONG-TERM INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
LONG-TERM INVESTMENTS [Abstract] | |
Schedule of Long-Term Investments | As of December 31, 2015 2014 Severance pay funds (see Note 15) $ 10,015 $ 10,214 Others 1,722 1,682 $ 11,737 $ 11,896 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
Schedule of Property and Equipment | As of December 31, 2015 2014 Original cost: Buildings (including facility infrastructure) $ 292,303 $ 276,603 Machinery and equipment 1,808,411 1,636,526 2,100,714 1,913,129 Accumulated depreciation: Buildings (including facility infrastructure) (197,518) (187,215 ) Machinery and equipment (1,443,663) (1,306,803 ) (1,641,181) (1,494,018 ) $ 459,533 $ 419,111 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INTANGIBLE ASSETS, NET [Abstract] | |
Schedule of Intangible Assets, Net | Weighted Average Life (years) Cost Accumulated Amortization Net Technologies 4 5 9 $ 105,093 $ (88,492) $ 16,601 Facilities lease 19 33,500 (17,801) 15,699 Patents and other core technology rights 9 15,100 (10,547) 4,553 Trade name 9 7,472 (3,973) 3,499 Customer relationships 15 2,600 (1,090) 1,510 Others - - 1,000 (825) 175 Total identifiable intangible assets $ 164,765 $ (122,728) $ 42,037 |
OTHER ASSETS, NET (Tables)
OTHER ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
OTHER ASSETS, NET [Abstract] | |
Schedule of Other Assets, Net | As of December 31, 2015 2014 Prepaid long-term land lease, net (see Note 16C) $ 3,658 $ 3,779 Debenture issuance expenses and deferred financing charges 1,170 3,995 Long term prepaid expenses and others 1,931 2,244 $ 6,759 $ 10,018 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
OTHER CURRENT LIABILITIES [Abstract] | |
Schedule of Other Current Liabilities | As of December 31, 2015 2014 Government payables $ 7,645 $ 7,344 TJP facility closure related accruals 5,044 4,603 Interest payable in relation to debentures 2,138 2,207 Others 3,153 2,465 $ 17,980 $ 16,619 |
LONG-TERM LOANS FROM BANKS (Tab
LONG-TERM LOANS FROM BANKS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
LONG-TERM LOANS FROM BANKS [Abstract] | |
Schedule of Long-Term Debt From Banks | As of December 31, 2015 2014 In U.S. Dollars, see also B and C below $ 101,955 $ 120,155 In JPY, see also D below 143,675 73,647 Total long-term loans from banks - principal amount 245,630 193,802 Fair value adjustments (7,900 ) (24,026 ) Total long-term loans from banks 237,730 169,776 Current maturities (26,681 ) (10,000 ) $ 211,049 $ 159,776 |
DEBENTURES (Tables)
DEBENTURES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
DEBENTURES [Abstract] | |
Schedule of Maturities of Debentures | As of December 31, 2015 Interest rate 2016 2017 2018 2019 Debentures Series D 8 % $ 5,781 $ -- $ -- $ -- Debentures Series F 7.8 % 797 -- -- -- Jazz's 2014 Notes (as defined in E below) 8 % -- -- 45,826 -- $ 6,578 $ -- $ 45,826 $ -- As of December 31, 2014 Interest rate 2015 2016 2017 2018 Debentures Series D 8 % $ 5,796 $ 5,796 $ -- $ - Debentures Series F 7.8 % 58,626 58,626 -- -- Jazz's 2010 Notes (as defined in D below) 8 % 45,577 -- -- -- Jazz's 2014 Notes (as defined in E below) 8 % -- -- -- 42,889 $ 109,999 $ 64,422 $ -- $ 42,889 |
FINANCIAL INSTRUMENTS AND FAI46
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract] | |
Schedule of Recurring Fair Value Measurements | December 31, 2015 Quoted prices in active market for Significant other Significant inputs Tower's loans (including current maturities)(*) $ 74,891 $ -- $ (64 ) $ 74,955 (*) Includes only loans under Tower's Facility Agreement with the Israeli Banks. |
Schedule of Liabilities Measured on a Recurring Basis Using Significant Unobservable Inputs | Tower's loans (including current Others As of January 1, 2015 - at fair value $ 77,029 $ 34 (18,200) -- Total changes in fair value recognized in earnings 16,126 (34 ) As of December 31, 2015 - at fair value $ 74,955 $ -- Unrealized losses recognized in earnings related to outstanding loans as of December 31, 2015 $ 13,219 $ -- (*) Includes only loans under Tower's Facility Agreement with the Israeli Banks. |
EMPLOYEE RELATED LIABILITIES (T
EMPLOYEE RELATED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Postretirement Medical Plan [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Schedule of Net Periodic Benefit Cost | Year ended Year ended Year ended Net periodic benefit cost: Service cost $ 29 $ 24 $ 32 Interest cost 126 118 126 Amortization of prior service costs (973 ) (1,737 ) (1,703 ) Amortization of net (gain) or loss (115 ) (227 ) (132 ) Total net periodic benefit cost $ (933 ) $ (1,822 ) $ (1,677 ) |
Schedule of Amounts Recognized in Other Comprehensive Income | Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ -- $ -- $ (91 ) Net (gain) or loss for the period (1,333 ) 558 (668 ) Amortization of prior service costs 973 1,737 1,703 Amortization of net gain or (loss) 115 227 132 Total recognized in other comprehensive income (expense) $ (245 ) $ 2,522 $ 1,076 Total recognized in net periodic benefit cost and other comprehensive income $ (1,178 ) $ 700 $ (601 ) |
Schedule of Impact of One-Percentage-Point Change in Assumed Health Care Cost | Increase Decrease Effect on service cost and interest cost $ 15 $ (12) Effect on post-retirement benefit obligation $ 104 $ (82) |
Schedule of changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status | Year ended Year ended Year ended Change in benefit obligation: Benefit obligation at beginning of period $ 2,977 $ 2,317 $ 2,995 Service cost 29 24 32 Interest cost 126 118 126 Benefits paid (18 ) (40 ) (77 ) Change in plan provisions -- -- (91 ) Actuarial loss (gain) (1,333 ) 558 (668 ) Benefit obligation end of period $ 1,781 $ 2,977 $ 2,317 Change in plan assets: Fair value of plan assets at beginning of period $ -- $ -- $ -- Employer contribution 18 40 77 Benefits paid (18 ) (40 ) (77 ) Fair value of plan assets at end of period $ -- $ -- $ -- Funded status $ (1,781 ) $ (2,977 ) $ (2,317 ) |
Schedule of Amounts Recognized in Statement of Financial Position | As of December 31, 2015 As of December 31, 2014 As of December 31, Amounts recognized in statement of financial position: Current liabilities (40 ) (83 ) (89 ) Non-current liabilities (1,741 ) (2,894 ) (2,228 ) Net amount recognized $ (1,781 ) $ (2,977 ) $ (2,317 ) Weighted average assumptions used: Discount rate 4.80 % 4.30 % 5.20 % Rate of compensation increases N/A N/A N/A Assumed health care cost trend rates: Health care cost trend rate assumed for next year (pre 65/ post 65) 6.75 10.00 % 7.00 20.00 % 7.75 25.00 % Ultimate rate (pre 65/ post 65) 4.50 5.00 % 4.50 5.00 % 5.00 5.00 % Year the ultimate rate is reached (pre 65/ post 65) 2025 2022 2025 2022 2022 2022 |
Schedule of Future Benefit Payments | Fiscal Year Other Benefits 2016 $ 40 2017 54 2018 60 2019 71 2020 78 2021-2025 $ 434 |
Schedule of Weighted Average Assumptions Used | Weighted average assumptions used: Discount rate 4.30 % 5.20 % 4.30 % Expected return on plan assets N/A N/A N/A Rate of compensation increases N/A N/A N/A |
Schedule of Health Care Cost Trend Rates | Assumed health care cost trend rates: Health care cost trend rate assumed for current year (Pre-65/Post-65) 7.00 20.00 % 7.75 25.00 % 8.25 35.00 % Ultimate rate (Pre-65/Post-65) 4.50 5.00 % 5.00 5.00 % 5.00 5.00 % Year the ultimate rate is reached (Pre-65/Post-65) 2025 2022 2022 2022 2022 2022 Measurement date December 31, 2015 December 31, 2014 December 31, 2013 |
Pension Plan [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Schedule of Net Periodic Benefit Cost | Year ended Year ended Year ended Net periodic benefit cost: Interest cost 798 796 732 Expected return on plan assets (1,130 ) (1,257 ) (948 ) Amortization of prior service costs 3 3 -- Amortization of net (gain) or loss 31 -- 97 Total net periodic benefit cost $ (298 ) $ (458 ) $ (119 ) |
Schedule of Amounts Recognized in Other Comprehensive Income | Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ -- $ -- $ 93 Net (gain) or loss for the period 6 3,117 (4,696 ) Amortization of prior service costs (3 ) (3 ) -- Amortization of net gain or (loss) (31 ) -- (97 ) Total recognized in other comprehensive income (expense) $ (28 ) $ 3,114 $ (4,700 ) Total recognized in net periodic benefit cost and other comprehensive income (expense) $ (326 ) $ 2,656 $ (4,819 ) |
Schedule of Estimated Amounts in Accumulated Other Comprehensive Income to be Recognized over the Next Fiscal Year | Year ended Year ended Year ended Estimated amounts that will be amortized from accumulated other comprehensive income in the next fiscal year ending : Prior service cost 3 3 3 Net actuarial (gain) or loss $ 33 $ 31 $ -- |
Schedule of changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status | Year ended Year ended December 31, 2014 Year ended Change in benefit obligation: Benefit obligation at beginning of period $ 19,304 $ 15,873 $ Interest cost 798 796 732 Benefits paid (451 ) (532 ) (437 ) Change in plan provisions -- -- 93 Actuarial loss (gain) (1,046 ) 3,167 (1,787 ) Benefit obligation end of period $ 18,605 $ 19,304 $ 15,873 Change in plan assets Fair value of plan assets at beginning of period $ 18,134 $ 16,652 $ 12,543 Actual return on plan assets 78 1,307 3,857 Employer contribution 765 707 689 Benefits paid (451 ) (532 ) (437 ) Fair value of plan assets at end of period $ 18,526 $ 18,134 $ 16,652 Funded status $ (79 ) $ (1,170 ) $ 779 Accumulated benefit obligation $ 18,605 $ 19,304 $ 15,873 |
Schedule of Amounts Recognized in Statement of Financial Position | Amounts recognized in statement of financial position Non-current assets $ -- $ -- $ 779 Non-current liabilities (79 ) (1,170 ) -- Net amount recognized $ (79 ) $ (1,170 ) $ 779 Weighted average assumptions used Discount rate 4.60 % 4.20 % 5.10 % Rate of compensation increases N/A N/A N/A |
Schedule of Future Benefit Payments | Fiscal Year Other Benefits 2016 $ 650 2017 731 2018 805 2019 866 2020 937 2021-2025 $ 5,446 |
Schedule of Weighted Average Assumptions Used | Weighted average assumptions used: Discount rate 4.20 % 5.10 % 4.30 % Expected return on plan assets 6.20 % 7.50 % 7.50 % Rate of compensation increases N/A N/A N/A |
Schedule of Weighted Average Asset Allocations | Asset Category: December 31, 2015 Target allocation 2016 Equity securities 62 % 60 % Debt securities 38 % 40 % Real estate 0 % 0 % Other 0 % 0 % Total 100 % 100 % |
Schedule of Assets Measured at Fair Value on a Recurring Basis | Level 1 Level 2 Level 3 Investments in mutual funds $ -- $ 18,526 $ -- Total plan assets at fair value $ -- $ 18,526 $ -- |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
SHAREHOLDERS' EQUITY [Abstract] | |
Schedule of Share Option Activity | 2015 2014 2013 Number of share options Weighted average exercise price Number of share options Weighted average exercise price Number of share options Weighted average exercise price Outstanding as of beginning of year 7,537,219 $ 6.37 8,066,749 $ 6.31 4,351,487 $ 15.21 Granted 100,000 16.92 746,431 5.81 5,402,961 4.54 Exercised (1,620,056 ) 4.94 (762,607 ) 4.36 (23,932 ) 4.35 Terminated (26,777 ) 22.28 (30,901 ) 35.40 (4,273 ) 52.79 Forfeited (112,116 ) 8.30 (482,453 ) 5.86 (1,659,494 ) 23.76 Outstanding as of end of year 5,878,270 6.84 7,537,219 6.37 8,066,749 6.31 Options exercisable as of end of year 2,606,704 $ 8.93 1,834,281 $ 11.54 2,419,180 $ 9.03 |
Schedule of Restricted Shares Units Activity | 2015 Number Weighted Average Fair Value Outstanding as of beginning of year -- $ -- Granted 783,700 15.11 Exercised -- -- Forfeited (10,500 ) 15.15 Outstanding as of end of year 773,200 15.11 RSU exercisable as of end of year -- $ -- |
Schedule of Information about Share Options Outstanding | Outstanding as of December 31, 2015 Exercisable as of Range of exercise prices Number Weighted average remaining (in years) Weighted average Number exercisable Weighted average $ 4.35 13.20 5,046,147 4.18 $ 4.78 1,864,581 $ 4.69 15.90 20.85 486,112 3.15 16.87 396,112 16.86 $ 21.00 28.20 346,011 1.45 $ 22.71 346,011 $ 22.71 5,878,270 2,606,704 |
Schedule of Intrinsic and Fair Values for Options Exercised | Year ended December 31, 2015 2014 2013 The intrinsic value of options exercised $ 15,374 $ 3,680 $ 42 The original fair value of options exercised $ 3,721 $ 2,661 $ 158 |
Schedule of Stock-Based Compensation Expense in Statement of Operations | Year ended December 31, 2015 2014 2013 Component of income before provision for income taxes: Cost of goods $ 2,214 $ 753 $ 597 Research and development, net 1,905 1,034 527 Selling, general and administrative 3,421 2,897 1,658 Stock-based compensation expense $ 7,540 $ 4,684 $ 2,782 |
Schedule of Fair Value of Options Granted | 2015 2014 2013 Risk-free interest rate 1.2 1.4 1.3 1.8 0.8 1.8 Expected life of options 4.75 4.75 4.75 Expected annual volatility 47 47 57 51 65 Expected dividend yield none none none |
INFORMATION ON GEOGRAPHIC ARE49
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS [Abstract] | |
Schedule of Revenues by Geographic Area | Year ended December 31, 2015 2014 2013 USA 44 % 45 % 77 % Japan 41 40 2 Asia * 11 11 14 Europe * 4 4 7 Total 100 % 100 % 100 % * Represents revenues from individual countries of less than 10% each. |
Schedule of Long-Lived Assets by Geographic Area | As of December 31 2015 2014 Israel $ 176,764 $ 145,816 United States 90,748 66,953 Japan 192,021 206,342 Total $ 459,533 $ 419,111 |
Schedule of Accounts Receivable of Major Customers | As of December 31, 2015 2014 Customer 1 29 % 35 % Customer 2 17 % 16 % |
Schedule of Revenues of Major Customers | Year ended December 31, 2015 2014 2013 Customer A 40 % 38 % -- % Customer B 13 9 7 Customer C 6 7 9 Customer D -- 7 27 |
INTEREST EXPENSES, NET AND OT50
INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET [Abstract] | |
Schedule of Financing Expense | Year ended December 31, 2015 2014 2013 Debentures Series F accretion and amortization including accelerated accretion (see Note 13C above) $ 87,973 $ 39,494 $ 13,113 Jazz Notes accretion and amortization 3,015 9,307 6,770 Jazz 2014 Exchange Agreement related financing costs, see Note 13E -- 9,817 -- Changes in fair value, (total level 3 changes in fair value as reported in Note 14D) 16,092 (1,669 ) 1,792 Exchange rate differences 1,056 (5,352 ) 4,038 Others 1,794 3,807 2,125 Other financing expense, net $ 109,930 $ 55,404 $ 27,838 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INCOME TAXES [Abstract] | |
Schedule of Income Tax Provision | Year Ended December 31, 2015 December 31, 2014 December 31, 2013 Current tax expense (benefit): Foreign (*) $ (8,473 ) $ 2,814 $ (534 ) Total current (8,473 ) 2,814 (534 ) Deferred tax benefit: Foreign (3,805 ) (27,556 ) (8,854 ) Total deferred (3,805 ) (27,556 ) (8,854 ) Income tax benefit $ (12,278 ) $ (24,742 ) $ (9,388 ) (*) Includes changes in unrecognized tax benefit, see D below. |
Schedule of Profit (Loss) Before Taxes | Year ended December 31, 2015 December 31, 2014 December 31, 2013 Profit (loss) before taxes Domestic $ (59,797 ) $ 78,677 $ (90,497 ) Foreign 18,392 (104,791 ) (26,551 ) Total loss before taxes $ (41,405 ) $ (26,114 ) $ (117,048 ) |
Schedule of Deferred Tax Asset/Liability | As of December 31, 2015 2014 Net deferred tax benefit - current: Net operating loss carry forwards $ 797 $ 938 Employees benefits and compensation 3,824 5,170 -- 1,253 Accruals, reserves and others 5,774 3,809 10,395 11,170 Valuation allowance (3,519 ) (3,354 ) Total net current deferred tax benefit $ 6,876 $ 7,816 As of December 31, 2015 2014 Net deferred tax benefit - long-term Deferred tax assets: Net operating loss carry forwards $ 327,924 $ 320,954 Employees benefits and compensation 2,164 2,663 Research and development 1,940 1,940 Others 1,814 1,237 333,842 326,794 Valuation allowance (304,195 ) (293,670 ) $ 29,647 $ 33,124 Deferred tax liability - depreciation and amortization (51,238 ) (36,611 ) Deferred tax related to gain on acquisition (44,423 ) (66,722 ) Debt discount (371 ) (4,200 ) Others (3,359 ) (869 ) Total net long-term deferred tax liability $ (69,744 ) $ (75,278 ) |
Schedule of Reconciliation of Unrecognized Tax Benefits | Unrecognized tax Balance at January 1, 2015 $ 24,961 Additions for tax positions of current year (623) Expiration of statute of limitation of prior years (10,758) Translation differences (42 ) Balance at December 31, 2015 $ 13,538 Unrecognized tax Balance at January 1, 2014 $ 25,676 Additions for tax positions of current year 51 Reductions for tax positions of prior year -- Translation differences (766 ) Balance at December 31, 2014 $ 24,961 Unrecognized tax Balance at January 1, 2013 $ 27,414 Additions for tax positions of current year 12 Reductions for tax positions of prior year (371 ) Translation differences (1,379 ) Balance at December 31, 2013 $ 25,676 |
Schedule of Effective Income Tax Rate Reconciliation | Year ended December 31, 2015 2014 2013 Tax benefit computed at statutory rates $ (10,972 ) $ (6,920 ) $ (29,262 ) Effect of different tax rates in different jurisdictions 6,108 (18,453 ) 1,408 Gain on acquisition of TPSCo -- (33,280 ) -- Tax benefits for which deferred taxes were not recorded 11,687 27,757 20,139 Unrecognized (11,153 ) 412 298 Permanent differences and other, net (7,948 ) 5,742 (1,971 ) Income tax benefit $ (12,278 ) $ (24,742 ) $ (9,388 ) |
RELATED PARTIES BALANCES AND 52
RELATED PARTIES BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
RELATED PARTIES BALANCES AND TRANSACTIONS [Abstract] | |
Schedule of Related Party Balances and Transactions | A. Balances The nature of the relationships involved As of December 31, 2015 2014 Long-term investment Equity investment in a limited partnership $ 50 $ 44 Trade accounts payable Trade accounts payable $ 52 $ 62 B. Transactions Description of the transactions Year ended December 31, 2015 2014 2013 Revenue Revenue from a limited partnership $ -- $ -- $ 59 Cost of revenues Purchase of services and goods from affiliates of a related party. $ 13,970 $ 14,883 $ 3,379 General and Administrative expenses Mainly directors' $ 234 $ 221 $ 311 Other expense (income), net Equity loss (profit) in a limited partnership $ (6 ) $ 16 $ 144 |
ADDITIONAL INFORMATION - RECO53
ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS [Abstract] | |
Schedule of Condensed Balance Sheet in Accordance with IFRS | As of December 31, 2015 US GAAP Adjustments IFRS ASSETS Current assets $ 446,727 $ -- $ 446,727 Property and equipment, net 459,533 -- 459,533 Long term assets 59,964 (7,450 ) 52,514 Total assets 966,224 (7,450 ) 958,774 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities $ 211,119 $ (70 ) $ 211,049 Long-term liabilities 369,519 (1,502 ) 368,017 Total liabilities 580,638 (1,572 ) 579,066 TOTAL SHAREHOLDERS ' 385,586 (5,878 ) 379,708 Total liabilities and shareholders' equity $ 966,224 $ (7,450 ) $ 958,774 |
Schedule of Condensed Statement of Operations in Accordance with IFRS | Year ended December 31, 2015 US GAAP Adjustments IFRS Profit before income tax and excluding other financing expense, net $ 68,525 $ (750) $ 67,775 Other non cash financing expense, net (109,930) 73,770 (36,160) Profit (loss) before income tax benefit (41,405) 73,020 31,615 Income tax benefit 12,278 -- 12,278 Profit (loss) for the period (29,127) 73,020 43,893 Net income attributable to the non-controlling interest (520) -- (520) Net profit (loss) attributable to the company $ (29,647) $ 73,020 $ 43,373 |
Schedule of reconciliation of net loss from US GAAP to IFRS | Year ended December 31, 2015 2014 2013 Net profit (loss) in accordance with US GAAP $ (29,647) $ 4,263 $ (107,660 ) Financial instruments 73,770 21,556 (1,619 Pension plans (705) (1,314 ) (1,166 ) Termination benefits (45) 409 106 Net profit (loss) in accordance with IFRS $ 43,373 $ 24,914 $ (110,339 ) |
Schedule of reconciliation of Shareholders' Equity from US GAAP to IFRS | As of December 31, 2015 2014 Shareholders' equity in accordance with US GAAP $ 385,586 $ 195,561 Financial instruments (380) (54,656 ) Termination benefits 1,502 1,547 Goodwill (7,000) (7,000 ) Shareholders' equity in accordance with IFRS $ 379,708 $ 135,452 |
Schedule of reconciliation of Goodwill from US GAAP to IFRS | 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 $ -- $ -- |
Schedule of reconciliation of Other Assets from US GAAP to IFRS | As of December 31, 2015 2014 Other long term assets in accordance with US GAAP $ 6,759 $ 10,018 Financial instruments (450) (3,412 ) Other long term assets in accordance with IFRS $ 6,309 $ 6,606 |
Schedule of reconciliation of Short Term Bank Debt and Current Maturities of Loans and Debentures from US GAAP to IFRS | As of December 31, 2015 2014 Current maturities of loans and debentures in accordance with US GAAP $ 33,259 $ 119,999 Financial instruments (70 ) 25,622 Current maturities of loans and debentures in accordance with IFRS $ 33,189 $ 145,621 |
Schedule of reconciliation of Long Term Debentures from US GAAP to IFRS | As of December 31, 2015 2014 Long term debentures in accordance with US GAAP $ 45,826 $ 107,311 Financial instruments - 25,622 Long term debentures in accordance with IFRS $ 45,826 $ 132,933 |
Schedule of reconciliation of Other Long Term Liabilities from US GAAP to IFRS | As of December 31, 2015 2014 Other long term liabilities in accordance with US GAAP $ 7,609 $ 22,924 Termination benefits (1,502) (1,547 ) Other long-term liabilities in accordance with IFRS $ 6,107 $ 21,377 |
SUMMARY OF SIGNIFICANT ACCOUN54
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Buildings and building improvements, including facility infrastructure [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 10 years |
Buildings and building improvements, including facility infrastructure [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 25 years |
Machinery and equipment, software and hardware [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 15 years |
Machinery and equipment, software and hardware [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 3 years |
Machinery and equipment, software and hardware [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 15 years |
Machinery and equipment, software and hardware [Member] | Previously reported [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 7 years |
TOWERJAZZ PANASONIC SEMICONDU55
TOWERJAZZ PANASONIC SEMICONDUCTOR CO., LTD. ESTABLISHMENT (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||||
Gain on acquisition | $ 166,404 | |||
TPSCo [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 91,414 | |||
Machinery and equipment | 245,278 | |||
Intangible assets | 24,520 | |||
Total assets as of acquisition date | 361,212 | |||
Current liabilities | 1,426 | |||
Long-term Loan | 85,249 | |||
Deferred tax liability | 93,602 | |||
Total liabilities as of acquisition date | 180,277 | |||
Total net assets acquired | 180,935 | |||
The fair value non-controlling interests in TPSCo | 7,120 | |||
Tower's consideration | 7,411 | |||
Gain on acquisition | $ 166,404 | |||
Percentage of interests acquired | 51.00% |
RESTRUCTURING OF JAPAN OPERAT56
RESTRUCTURING OF JAPAN OPERATIONS (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
RESTRUCTURING OF JAPAN OPERATIONS [Abstract] | |||
Impairment Charges | $ (2,641) | $ 47,472 | |
Restructuring costs. | $ 1,650 | $ 8,028 |
RESTRUCTURING OF JAPAN OPERAT57
RESTRUCTURING OF JAPAN OPERATIONS (Schedule of Restructuring and Asset Impairment Activity) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Restructuring and asset impairment activity [Line Items] | |||
Accrued balance as of beginning of period | $ 4,603 | ||
Assets impairment and other restructuring charges | 7,316 | $ 55,500 | |
Reduction of prior accrual and impairment | (8,307) | ||
Charges against accrual | 5,841 | (46,276) | |
Cash payments | (4,409) | (4,621) | |
Accrued balance as of end of period | 5,044 | 4,603 | |
Assets impairment and related cost [Member] | |||
Restructuring and asset impairment activity [Line Items] | |||
Accrued balance as of beginning of period | [1] | 1,196 | |
Assets impairment and other restructuring charges | [1] | 3,200 | 47,472 |
Reduction of prior accrual and impairment | [1] | (5,841) | |
Charges against accrual | [1] | 5,841 | $ (46,276) |
Cash payments | [1] | (1,296) | |
Accrued balance as of end of period | [1] | 3,100 | $ 1,196 |
Other restructuring [Member] | |||
Restructuring and asset impairment activity [Line Items] | |||
Accrued balance as of beginning of period | 3,407 | ||
Assets impairment and other restructuring charges | 4,116 | $ 8,028 | |
Reduction of prior accrual and impairment | $ (2,466) | ||
Charges against accrual | |||
Cash payments | $ (3,113) | $ (4,621) | |
Accrued balance as of end of period | $ 1,944 | $ 3,407 | |
[1] | Charges associated with asset impairment represent the write-down of the related assets to their new fair value and are recorded concurrently with the recognition of the accrual. |
OTHER RECEIVABLES (Details)
OTHER RECEIVABLES (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
OTHER RECEIVABLES [Abstract] | ||
Government receivables | $ 7,071 | $ 3,848 |
Others | 305 | 1,911 |
Other receivables, net, current | $ 7,376 | $ 5,759 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
INVENTORIES [Abstract] | ||
Raw materials | $ 27,848 | $ 21,564 |
Work in process | 73,437 | 62,269 |
Finished goods | 4,396 | 4,040 |
Inventory, net, total | 105,681 | 87,873 |
Aggregate inventory write-downs | $ 621 | $ 1,486 |
LONG-TERM INVESTMENTS (Details)
LONG-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
LONG-TERM INVESTMENTS [Abstract] | ||
Severance pay funds (see Note 15) | $ 10,015 | $ 10,214 |
Others | 1,722 | 1,682 |
Long-term investments, total | $ 11,737 | $ 11,896 |
PROPERTY AND EQUIPMENT, NET (Sc
PROPERTY AND EQUIPMENT, NET (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Original cost: | $ 2,100,714 | $ 1,913,129 |
Accumulated depreciation | (1,641,181) | (1,494,018) |
Property and equipment, net | 459,533 | 419,111 |
Buildings (including facility infrastructure) [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Original cost: | 292,303 | 276,603 |
Accumulated depreciation | (197,518) | (187,215) |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Original cost: | 1,808,411 | 1,636,526 |
Accumulated depreciation | $ (1,443,663) | $ (1,306,803) |
PROPERTY AND EQUIPMENT, NET (Na
PROPERTY AND EQUIPMENT, NET (Narrative) (Details) $ in Thousands, ₪ in Millions | 12 Months Ended | 84 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2012ILS (₪) | Dec. 31, 2014USD ($) | |
PROPERTY AND EQUIPMENT, NET [Abstract] | ||||
Aggregate investment grants received | $ 284,406 | $ 284,406 | ||
Property, Plant and Equipment [Line Items] | ||||
Reduction in depreciation expenses | 42,000 | |||
Increase in profit | $ 27,000 | |||
Investment grants | $ 36,000 | ₪ 135 | ||
Machinery and equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 15 years | |||
Machinery and equipment [Member] | Previously reported [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 7 years | |||
Facility Infrastructure [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 25 years | |||
Facility Infrastructure [Member] | Previously reported [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful lives | 14 years |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 166,018 | $ 164,765 |
Accumulated Amortization | (131,550) | (122,728) |
Net | $ 34,468 | $ 42,037 |
Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 4 years | 4 years |
Cost | $ 106,363 | $ 105,093 |
Accumulated Amortization | (93,048) | (88,492) |
Net | $ 13,315 | $ 16,601 |
Technologies One [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 5 years | 5 years |
Technologies Two [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 9 years | 9 years |
Facilities lease [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 19 years | 19 years |
Cost | $ 33,500 | $ 33,500 |
Accumulated Amortization | (19,089) | (17,801) |
Net | $ 14,411 | $ 15,699 |
Patents and other core technology right [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 9 years | 9 years |
Cost | $ 15,100 | $ 15,100 |
Accumulated Amortization | (12,225) | (10,547) |
Net | $ 2,875 | $ 4,553 |
Trade name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 9 years | 9 years |
Cost | $ 7,455 | $ 7,472 |
Accumulated Amortization | (5,000) | (3,973) |
Net | $ 2,455 | $ 3,499 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 15 years | 15 years |
Cost | $ 2,600 | $ 2,600 |
Accumulated Amortization | (1,263) | (1,090) |
Net | 1,337 | 1,510 |
Others [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,000 | 1,000 |
Accumulated Amortization | (925) | (825) |
Net | $ 75 | $ 175 |
OTHER ASSETS, NET (Details)
OTHER ASSETS, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
OTHER ASSETS, NET [Abstract] | ||
Prepaid long-term land lease, net (see Note 16C) | $ 3,658 | $ 3,779 |
Debenture issuance expenses and deferred financing charges | 1,170 | 3,995 |
Long term prepaid expenses and others | 1,931 | 2,244 |
Other assets, net | $ 6,759 | $ 10,018 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
OTHER CURRENT LIABILITIES [Abstract] | ||
Government payables | $ 7,645 | $ 7,344 |
TJP facility closure related accruals | 5,044 | 4,603 |
Interest payable in relation to debentures | 2,138 | 2,207 |
Others | 3,153 | 2,465 |
Other current liabilities | $ 17,980 | $ 16,619 |
LONG-TERM LOANS FROM BANKS (Sch
LONG-TERM LOANS FROM BANKS (Schedule of Long-Term Debt form Banks) (Details) - Long-term loans from banks [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Outstanding principal | $ 245,630 | $ 193,802 |
Fair value adjustments | (7,900) | (24,026) |
Total long-term loans from banks | 237,730 | 169,776 |
Current maturities | (26,681) | (10,000) |
Fair value | 211,049 | 159,776 |
U.S. Dollars [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 101,955 | 120,155 |
JPY [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding principal | $ 143,675 | $ 73,647 |
LONG-TERM LOANS FROM BANKS (Fac
LONG-TERM LOANS FROM BANKS (Facility Agreement) (Narrative) (Details) - Facility Agreement [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Outstanding principal | $ 83,000 | $ 101,000 |
LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread over variable interest rate | 3.90% | |
2016 [Member] | Israeli Banks [Member] | ||
Debt Instrument [Line Items] | ||
Installment payment | $ 6,000 | |
2017 [Member] | Israeli Banks [Member] | ||
Debt Instrument [Line Items] | ||
Installment payment | 56,000 | |
2018 [Member] | Israeli Banks [Member] | ||
Debt Instrument [Line Items] | ||
Installment payment | $ 21,000 |
LONG-TERM LOANS FROM BANKS (Cre
LONG-TERM LOANS FROM BANKS (Credit Line) (Narrative) (Details) - Jazz [Member] - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Feb. 29, 2016 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | ||
Term | 5 years | |
Maximum borrowing amount | $ 70,000 | |
Borrowing capacity | 49,000 | |
Borrowing utilized amount | 20,100 | |
Amount outstanding | 19,100 | |
Letters of credit outstanding amount | $ 1,000 | |
Maturity date | Dec. 31, 2018 | |
Prime Rate [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread over variable interest rate | 0.50% | |
Prime Rate [Member] | Minimum [Member] | Subsequent event [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread over variable interest rate | 0.25% | |
Prime Rate [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread over variable interest rate | 1.00% | |
Prime Rate [Member] | Maximum [Member] | Subsequent event [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread over variable interest rate | 0.75% | |
LIBOR [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread over variable interest rate | 1.75% | |
LIBOR [Member] | Minimum [Member] | Subsequent event [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread over variable interest rate | 1.50% | |
LIBOR [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread over variable interest rate | 2.25% | |
LIBOR [Member] | Maximum [Member] | Subsequent event [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread over variable interest rate | 2.00% |
LONG-TERM LOANS FROM BANKS (Loa
LONG-TERM LOANS FROM BANKS (Loans to TPSCo from Japanese Institutions) (Narrative) (Details) - TPSCo [Member] $ in Thousands, ¥ in Billions | 1 Months Ended | ||
Dec. 31, 2015USD ($) | Jun. 30, 2014 | Dec. 31, 2015JPY (¥) | |
2014 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Amount borrowed | $ 73,000 | ||
Number of installment payments | 7 | ||
2014 Term Loan [Member] | TIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread over variable interest rate | 1.65% | ||
2015 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Maturity term | 5 years | ||
Amount borrowed | $ 71,000 | ¥ 8.5 | |
2015 Term Loan [Member] | TIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread over variable interest rate | 2.00% | ||
Number of installment payments | 7 |
DEBENTURES (Schedule of Maturit
DEBENTURES (Schedule of Maturities of Debentures) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Repayment schedule (carrying amount): | ||
2,016 | $ 6,578 | $ 109,999 |
2,017 | $ 64,422 | |
2,018 | $ 45,826 | |
2,019 | $ 42,889 | |
Debentures Series D [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Repayment schedule (carrying amount): | ||
2,016 | $ 5,781 | $ 5,796 |
2,017 | $ 5,796 | |
2,018 | ||
2,019 | ||
Debentures Series F [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 7.80% | 7.80% |
Repayment schedule (carrying amount): | ||
2,016 | $ 797 | $ 58,626 |
2,017 | $ 58,626 | |
2,018 | ||
2,019 | ||
Jazz's 2010 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | |
Repayment schedule (carrying amount): | ||
2,016 | $ 45,577 | |
2,017 | ||
2,018 | ||
2,019 | ||
Jazz's 2014 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Repayment schedule (carrying amount): | ||
2,016 | ||
2,017 | ||
2,018 | $ 45,826 | |
2,019 | $ 42,889 |
DEBENTURES (Narrative) (Details
DEBENTURES (Narrative) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2015USD ($)item$ / shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2015₪ / shares | Dec. 31, 2014₪ / shares | Mar. 31, 2014USD ($)$ / shares | |
Debt Instrument [Line Items] | |||||||
Repayment by December 2016 | $ 6,578 | $ 109,999 | |||||
Repayment by December 2018 | $ 45,826 | ||||||
Par value | ₪ / shares | ₪ 15 | ₪ 15 | |||||
Financing expense | $ 9,817 | ||||||
Debentures [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding principal | $ 65,000 | 312,000 | |||||
Repayment by December 2016 | 7,000 | ||||||
Repayment by December 2018 | 58,000 | ||||||
2007 Debentures Series D [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding principal | 6,000 | 12,000 | |||||
Repayment by December 2016 | $ 5,781 | $ 5,796 | |||||
Repayment by December 2018 | |||||||
Principal amount | $ 27,000 | ||||||
Interest rate | 8.00% | 8.00% | |||||
Number of installment payments | 6 | ||||||
Debentures Series F [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding principal | $ 1,000 | $ 197,000 | |||||
Repayment by December 2016 | $ 797 | $ 58,626 | |||||
Repayment by December 2018 | |||||||
Principal amount | $ 230,000 | ||||||
Interest rate | 7.80% | 7.80% | |||||
Number of installment payments | 2 | ||||||
Par value | $ / shares | $ 10 | ||||||
Beneficial conversion feature | 110,000 | ||||||
Unamortized discount | $ 110,000 | ||||||
Amount of debentures converted into shares | $ 196,000 | $ 34,000 | |||||
Accretion and amortization | $ 88,000 | 39,000 | |||||
2010 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Jul. 1, 2015 | ||||||
Outstanding principal | 45,000 | ||||||
Repayment by December 2016 | $ 45,577 | ||||||
Repayment by December 2018 | |||||||
Principal amount | $ 94,000 | ||||||
Interest rate | 8.00% | ||||||
Amount of debt repaid | 45,000 | ||||||
2014 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding principal | $ 58,000 | $ 58,000 | |||||
Repayment by December 2016 | |||||||
Repayment by December 2018 | $ 45,826 | ||||||
Principal amount | $ 45,000 | ||||||
Interest rate | 8.00% | 8.00% | |||||
Conversion ratio per share | $ / shares | $ 10.07 | ||||||
Percentage of share trading price | 20.00% | ||||||
Repurchase amount | $ 10,000 | ||||||
Financing expense | $ 9,800 | ||||||
Number of trading days to be considered for calculating premium percentage | item | 5 | ||||||
Redemption premium (as a percent) | 1.00% |
FINANCIAL INSTRUMENTS AND FAI72
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract] | ||
Hedge agreements | $ 38,000 | $ 0 |
Tower and Jazz Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Fair value of debentures | 97,000 | 402,000 |
Carrying amount | $ 52,000 | $ 217,000 |
FINANCIAL INSTRUMENTS AND FAI73
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Recurring Fair Value Measurements) (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Tower's loans (including current maturities) | [1] | $ 74,891 | $ 77,029 |
Other | 34 | ||
Total liabilities | $ 77,063 | ||
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Tower's loans (including current maturities) | [1] | ||
Other | |||
Total liabilities | |||
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Tower's loans (including current maturities) | [1] | $ (64) | |
Other | |||
Total liabilities | |||
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Tower's loans (including current maturities) | [1] | $ 74,955 | $ 77,029 |
Other | 34 | ||
Total liabilities | $ 77,063 | ||
[1] | Includes only loans under Tower's Facility Agreement with the Israeli Banks. |
FINANCIAL INSTRUMENTS AND FAI74
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Liabilities Measured on a Recurring Basis Using Significant Unobservable Inputs) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Unrealized losses (gains) recognized in earnings related to outstanding loans held at period end | $ 16,092 | $ (1,669) | $ 1,792 | |
Tower's loans (including current maturities) [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance - at fair value | 77,029 | 108,685 | ||
Loan repayment | (18,200) | [1] | (30,000) | |
Total changes in fair value recognized in earnings | 16,126 | [1] | (1,656) | |
Ending balance - at fair value | 74,955 | [1] | 77,029 | 108,685 |
Unrealized losses (gains) recognized in earnings related to outstanding loans held at period end | 13,219 | [1] | (1,274) | |
Others [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance - at fair value | $ 34 | $ 47 | ||
Loan repayment | ||||
Total changes in fair value recognized in earnings | $ (34) | $ (13) | ||
Ending balance - at fair value | 34 | $ 47 | ||
Unrealized losses (gains) recognized in earnings related to outstanding loans held at period end | $ (13) | |||
[1] | Includes only loans under Tower's Facility Agreement with the Israeli Banks. |
EMPLOYEE RELATED LIABILITIES (N
EMPLOYEE RELATED LIABILITIES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
EMPLOYEE RELATED LIABILITIES [Abstract] | |||
Severance pay fund, Israeli employees | $ 10,015 | ||
Long-term employee liabilties, Israeli employees | 12,087 | ||
Israeli employee termination benefits | 3,986 | $ 3,801 | $ 3,756 |
Reduction to plan obiligation, USA employees | 3,900 | ||
TJP [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Termination liability, Japanese employees | 0 | 22,133 | |
Payments for employee termination benefits, Japanese employees | $ 24,907 | 27,572 | |
TPSCo [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Matching contribution (as a percent) | 10.00% | ||
Employee contribution (as a percent) | 1.00% | ||
Cost recognized | $ 6,823 | $ 4,011 |
EMPLOYEE RELATED LIABILITIES (S
EMPLOYEE RELATED LIABILITIES (Schedule of Components of Net Periodic Benefit Cost Recognized in Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Postretirement Medical Plan [Member] | |||
Net periodic benefit cost | |||
Service cost | $ 29 | $ 24 | $ 32 |
Interest cost | 126 | 118 | 126 |
Amortization of prior service costs | (973) | (1,737) | (1,703) |
Amortization of net (gain) or loss | (115) | (227) | (132) |
Total net periodic benefit cost | $ (933) | $ (1,822) | (1,677) |
Other changes in plan assets and benefits obligations recognized in other comprehensive income | |||
Prior service cost for the period | (91) | ||
Net (gain) or loss for the period | $ (1,333) | $ 558 | (668) |
Amortization of prior service costs | 973 | 1,737 | 1,703 |
Amortization of net gain or (loss) | 115 | 227 | 132 |
Total recognized in other comprehensive income (expense) | (245) | 2,522 | 1,076 |
Total recognized in net periodic benefit cost and other comprehensive income (expense) | $ (1,178) | $ 700 | $ (601) |
Weighted average assumptions used: | |||
Discount rate | 4.30% | 5.20% | 4.30% |
Expected return on plan assets, USA employees | |||
Rate of compensation increases | |||
Assumed health care cost trend rates: | |||
Measurement date | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Postretirement Medical Plan [Member] | Pre 65 [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for current year | 7.00% | 7.75% | 8.25% |
Ultimate rate | 4.50% | 5.00% | 5.00% |
Year the ultimate rate is reached | 2,025 | 2,022 | 2,022 |
Postretirement Medical Plan [Member] | Post 65 [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for current year | 20.00% | 25.00% | 35.00% |
Ultimate rate | 5.00% | 5.00% | 5.00% |
Year the ultimate rate is reached | 2,022 | 2,022 | 2,022 |
Postretirement Medical Plan [Member] | Pre 65 Alternate [Member] | |||
Assumed health care cost trend rates: | |||
Ultimate rate | 4.50% | ||
Year the ultimate rate is reached | 2,025 | ||
Pension Plan [Member] | |||
Net periodic benefit cost | |||
Interest cost | $ 798 | $ 796 | $ 732 |
Expected return on the plan's assets | (1,130) | (1,257) | $ (948) |
Amortization of prior service costs | 3 | $ 3 | |
Amortization of net (gain) or loss | 31 | $ 97 | |
Total net periodic benefit cost | $ (298) | $ (458) | (119) |
Other changes in plan assets and benefits obligations recognized in other comprehensive income | |||
Prior service cost for the period | 93 | ||
Net (gain) or loss for the period | $ 6 | $ 3,117 | $ (4,696) |
Amortization of prior service costs | (3) | $ (3) | |
Amortization of net gain or (loss) | (31) | $ (97) | |
Total recognized in other comprehensive income (expense) | (28) | $ 3,114 | (4,700) |
Total recognized in net periodic benefit cost and other comprehensive income (expense) | $ (326) | $ 2,656 | $ (4,819) |
Weighted average assumptions used: | |||
Discount rate | 4.20% | 5.10% | 4.30% |
Expected return on plan assets, USA employees | 6.20% | 7.50% | 7.50% |
Rate of compensation increases |
EMPLOYEE RELATED LIABILITIES 77
EMPLOYEE RELATED LIABILITIES (Schedule of Impact of One-Percentage Point Change in Assumed Health Care Cost) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
EMPLOYEE RELATED LIABILITIES [Abstract] | |
Effect on service cost and interest cost, Increase | $ 15 |
Effect on postretirement obligation, Increase | 104 |
Effect on service cost and interest cost, Decrease | (12) |
Effect on postretirement obligation, Decrease | $ (82) |
EMPLOYEE RELATED LIABILITIES 78
EMPLOYEE RELATED LIABILITIES (Schedule of Components of Change in Benefit Obligation, Change in Plan Assets and Funded Status) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Change in benefit obligation: | |||
Change in plan provisions | $ (3,900) | ||
Postretirement Medical Plan [Member] | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of period | 2,977 | $ 2,317 | $ 2,995 |
Service cost | 29 | 24 | 32 |
Interest cost | 126 | 118 | 126 |
Benefits paid | $ (18) | $ (40) | (77) |
Change in plan provisions | (91) | ||
Actuarial (gain) loss | $ (1,333) | $ 558 | (668) |
Benefit obligation end of period | $ 1,781 | $ 2,977 | $ 2,317 |
Change in plan assets | |||
Fair value of plan assets at beginning of period | |||
Employer contributions | $ 18 | $ 40 | $ 77 |
Benefits paid | $ (18) | $ (40) | $ (77) |
Fair value of plan assets at end of period | |||
Funded status | $ (1,781) | $ (2,977) | $ (2,317) |
Pension Plan [Member] | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of period | 19,304 | 15,873 | 17,272 |
Interest cost | 798 | 796 | 732 |
Benefits paid | $ (451) | $ (532) | (437) |
Change in plan provisions | 93 | ||
Actuarial (gain) loss | $ (1,046) | $ 3,167 | (1,787) |
Benefit obligation end of period | 18,605 | 19,304 | 15,873 |
Change in plan assets | |||
Fair value of plan assets at beginning of period | 18,134 | 16,652 | 12,543 |
Actual return on plan assets | 78 | 1,307 | 3,857 |
Employer contributions | 765 | 707 | 689 |
Benefits paid | (451) | (532) | (437) |
Fair value of plan assets at end of period | 18,526 | 18,134 | 16,652 |
Funded status | (79) | (1,170) | 779 |
Accumulated benefit obligation | $ 18,605 | $ 19,304 | $ 15,873 |
EMPLOYEE RELATED LIABILITIES 79
EMPLOYEE RELATED LIABILITIES (Schedule of Amounts Recognized in Statement of Financial Position) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Postretirement Medical Plan [Member] | |||
Amounts recognized in statement of financial position: | |||
Current liabilities | $ (40) | $ (83) | $ (89) |
Non-current liabilities | (1,741) | (2,894) | (2,228) |
Net amount recognized | $ (1,781) | $ (2,977) | $ (2,317) |
Weighted average assumptions used: | |||
Discount rate | 4.80% | 4.30% | 5.20% |
Rate of compensation increases | |||
Postretirement Medical Plan [Member] | Pre 65 [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for next year | 6.75% | 7.00% | 7.75% |
Ultimate rate | 4.50% | 5.00% | 5.00% |
Year the ultimate rate is reached | 2,025 | 2,022 | 2,022 |
Postretirement Medical Plan [Member] | Post 65 [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for next year | 10.00% | 20.00% | 25.00% |
Ultimate rate | 5.00% | 5.00% | 5.00% |
Year the ultimate rate is reached | 2,022 | 2,022 | 2,022 |
Pension Plan [Member] | |||
Amounts recognized in statement of financial position: | |||
Non-current assets | $ 779 | ||
Non-current liabilities | $ (79) | $ (1,170) | |
Net amount recognized | $ (79) | $ (1,170) | $ 779 |
Weighted average assumptions used: | |||
Discount rate | 4.60% | 4.20% | 5.10% |
Rate of compensation increases |
EMPLOYEE RELATED LIABILITIES 80
EMPLOYEE RELATED LIABILITIES (Schedule of Future Benefit Payments) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Postretirement Medical Plan [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,016 | $ 40 |
2,017 | 54 |
2,018 | 60 |
2,019 | 71 |
2,020 | 78 |
2021 - 2025 | 434 |
Pension Plan [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,016 | 650 |
2,017 | 731 |
2,018 | 805 |
2,019 | 866 |
2,020 | 937 |
2021 - 2025 | $ 5,446 |
EMPLOYEE RELATED LIABILITIES 81
EMPLOYEE RELATED LIABILITIES (Schedule of Estimated Amounts in Accumulated Other Comprehensive Income to be Recognized over the Next Fiscal Year) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
EMPLOYEE RELATED LIABILITIES [Abstract] | |||
Prior service cost | $ 3 | $ 3 | $ 3 |
Net actuarial (gain) or loss | $ 33 | $ 31 |
EMPLOYEE RELATED LIABILITIES 82
EMPLOYEE RELATED LIABILITIES (Schedule of Weighted Average Asset Allocations) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 100.00% |
Target allocation 2016 | 100.00% |
Equity Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 62.00% |
Target allocation 2016 | 60.00% |
Debt Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 38.00% |
Target allocation 2016 | 40.00% |
Real Estate [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 0.00% |
Target allocation 2016 | 0.00% |
Other [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 0.00% |
Target allocation 2016 | 0.00% |
EMPLOYEE RELATED LIABILITIES 83
EMPLOYEE RELATED LIABILITIES (Schedule of Assets Measured at Fair Value) (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in mutual funds | ||
Total assets measured at fair value | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in mutual funds | $ 18,526 | $ 18,134 |
Total assets measured at fair value | $ 18,526 | $ 18,134 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in mutual funds | ||
Total assets measured at fair value |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Jazz [Member] | |||
Lease [Line Items] | |||
Rent expenses | $ 3,000 | $ 2,600 | $ 2,400 |
Future minimum payments of non-cancelable operating building leases | |||
2,016 | 2,800 | ||
2,017 | 2,800 | ||
2,018 | 2,800 | ||
2,019 | 2,800 | ||
2,020 | 2,440 | ||
Thereafter | $ 2,900 | ||
TPSCo [Member] | |||
Lease [Line Items] | |||
Lease term | 5 years | ||
Future minimum payments of non-cancelable operating building leases | |||
2,016 | $ 12,700 | ||
2,017 | 11,500 | ||
2,018 | 10,800 | ||
2,019 | $ 2,600 |
SHAREHOLDERS' EQUITY (Ordinary
SHAREHOLDERS' EQUITY (Ordinary Shares) (Narrative) (Details) - ₪ / shares shares in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
SHAREHOLDERS' EQUITY [Abstract] | ||
Ordinary shares, authorized | 150,000 | 150,000 |
Ordinary shares, par value | ₪ 15 | ₪ 15 |
Ordinary shares, issued | 82,144 | 58,120 |
Ordinary shares, outstanding | 82,058 | 58,034 |
Treasury stock, shares | 86 | 86 |
SHAREHOLDERS' EQUITY (Share Opt
SHAREHOLDERS' EQUITY (Share Option Plans) (Narrative) (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 100,000 | 746,431 | 5,402,961 | |
Options granted, exercise price | $ 16.92 | $ 5.81 | $ 4.54 | |
Options outstanding | 5,878,270 | 7,537,219 | 8,066,749 | 4,351,487 |
Options outstanding, exercise price | $ 6.84 | $ 6.37 | $ 6.31 | $ 15.21 |
Shares exercised | 1,620,056 | 762,607 | 23,932 | |
Restricted Shares Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted | 783,700 | |||
Awards outstanding | 773,200 | |||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Exercisable period | 7 years | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Exercisable period | 10 years | |||
Old Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding | 310,000 | 390,000 | ||
2009 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Exercisable period | 7 years | |||
Options outstanding | 1,270,000 | 1,330,000 | ||
2013 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Exercisable period | 7 years | |||
Options outstanding | 4,200,000 | 5,700,000 | ||
2013 Plan [Member] | Restricted Shares Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Awards granted | 800,000 | |||
Awards outstanding | 800,000 | |||
Independent Directors Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized, per participant | 10,000 | |||
Vesting period | 3 years | |||
Options outstanding | 60,000 | 110,000 | ||
Independent Directors Plan [Member] | Third Anniversary [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Exercisable period | 10 years | |||
Options granted | 10,000 | |||
Israeli Banks, Warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares exercised | 700,000 | |||
Israeli Banks, Warrants [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price | $ 10.50 | |||
Israeli Banks, Warrants [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, exercise price | $ 92.55 |
SHAREHOLDERS' EQUITY (Other) (N
SHAREHOLDERS' EQUITY (Other) (Narrative) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015₪ / sharesshares | Dec. 31, 2014₪ / sharesshares | Jul. 31, 2013shares | Dec. 31, 2012shares | |
SHAREHOLDERS' EQUITY [Abstract] | |||||||
Capital notes | 3,000,000 | 3,000,000 | |||||
Proceeds on account of shareholders' equity, net | $ | $ 38,851 | ||||||
Proceeds from exercise of warrants | $ | $ 19,000 | ||||||
Class of Warrant or Right [Line Items] | |||||||
Common stock, par value | ₪ / shares | ₪ 15 | ₪ 15 | |||||
Warrants J [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issuable for warrants | 1,700,000 | 1,700,000 | |||||
Exercise price | $ / shares | $ 25.50 | ||||||
Shares called by each warrant | 1 | 1 | |||||
Warrants 7 [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issuable for warrants | 1,900,000 | ||||||
Exercise price | $ / shares | $ 7.2 | ||||||
Shares called by each warrant | 1 | 1 | |||||
Warrants outstanding | 700,000 | 700,000 | |||||
Series 9 [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issuable for warrants | 5,500,000 | ||||||
Exercise price | $ / shares | $ 7.33 | ||||||
Warrants outstanding | 4,500,000 | 4,500,000 | 5,100,000 |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of Share Option Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of share options | |||
Outstanding as of beginning of year | 7,537,219 | 8,066,749 | 4,351,487 |
Granted | 100,000 | 746,431 | 5,402,961 |
Exercised | (1,620,056) | (762,607) | (23,932) |
Terminated | (26,777) | (30,901) | (4,273) |
Forfeited | (112,116) | (482,453) | (1,659,494) |
Outstanding as of end of year | 5,878,270 | 7,537,219 | 8,066,749 |
Options exercisable as of end of year | 2,606,704 | 1,834,281 | 2,419,180 |
Weighted average exercise price | |||
Outstanding as of beginning of year | $ 6.37 | $ 6.31 | $ 15.21 |
Granted | 16.92 | 5.81 | 4.54 |
Exercised | 4.94 | 4.36 | 4.35 |
Terminated | 22.28 | 35.40 | 52.79 |
Forfeited | 8.30 | 5.86 | 23.76 |
Outstanding as of end of year | 6.84 | 6.37 | 6.31 |
Options exercisable as of end of year | $ 8.93 | $ 11.54 | $ 9.03 |
SHAREHOLDERS' EQUITY (Schedul89
SHAREHOLDERS' EQUITY (Schedule of Restricted Shares Units Activity) (Details) - Restricted Shares Units [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of RSU's | |
Outstanding as of beginning of year | shares | |
Granted | shares | 783,700 |
Exercised | shares | |
Forfeited | shares | (10,500) |
Outstanding as of end of year | shares | 773,200 |
RSU exercisable as of end of year | shares | |
Weighted Average Fair Value | |
Outstanding as of beginning of year | $ / shares | |
Granted | $ / shares | $ 15.11 |
Exercised | $ / shares | |
Forfeited | $ / shares | $ 15.15 |
Outstanding as of end of year | $ / shares | $ 15.11 |
RSU's exercisable as of end of year | $ / shares |
SHAREHOLDERS' EQUITY (Schedul90
SHAREHOLDERS' EQUITY (Schedule of Information about Share Options Outstanding) (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number outstanding | shares | 5,878,270 |
Number exercisable | shares | 2,606,704 |
$4.35- $13.20 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number outstanding | shares | 5,046,147 |
Outstanding, Weighted-average remaining contractual life | 4 years 2 months 5 days |
Outstanding, Weighted average exercise price | $ 4.78 |
Number exercisable | shares | 1,864,581 |
Exercisable, Weighted average exercise price | $ 4.69 |
Exercise price, minimum | 4.35 |
Exercise price, maximum | $ 13.20 |
$15.90 - $20.85 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number outstanding | shares | 486,112 |
Outstanding, Weighted-average remaining contractual life | 3 years 1 month 24 days |
Outstanding, Weighted average exercise price | $ 16.87 |
Number exercisable | shares | 396,112 |
Exercisable, Weighted average exercise price | $ 16.86 |
Exercise price, minimum | 15.90 |
Exercise price, maximum | $ 20.85 |
$21.00 - $28.20 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number outstanding | shares | 346,011 |
Outstanding, Weighted-average remaining contractual life | 1 year 5 months 12 days |
Outstanding, Weighted average exercise price | $ 22.71 |
Number exercisable | shares | 346,011 |
Exercisable, Weighted average exercise price | $ 22.71 |
Exercise price, minimum | 21 |
Exercise price, maximum | $ 28.20 |
SHAREHOLDERS' EQUITY (Schedul91
SHAREHOLDERS' EQUITY (Schedule of Intrinsic and Fair Values of Options Exercised) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
SHAREHOLDERS' EQUITY [Abstract] | |||
The intrinsic value of options exercised | $ 15,374 | $ 3,680 | $ 42 |
The fair value of options exercised | $ 3,721 | $ 2,661 | $ 158 |
SHAREHOLDERS' EQUITY (Schedul92
SHAREHOLDERS' EQUITY (Schedule of Stock-Based Compensation Expense in Statement of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Component of income before provision for income taxes: | |||
Stock-based compensation expense | $ 7,540 | $ 4,684 | $ 2,782 |
Cost of goods [Member] | |||
Component of income before provision for income taxes: | |||
Stock-based compensation expense | 2,214 | 753 | 597 |
Research and development, net [Member] | |||
Component of income before provision for income taxes: | |||
Stock-based compensation expense | 1,905 | 1,034 | 527 |
Selling, general and administrative [Member] | |||
Component of income before provision for income taxes: | |||
Stock-based compensation expense | $ 3,421 | $ 2,897 | $ 1,658 |
SHAREHOLDERS' EQUITY (Schedul93
SHAREHOLDERS' EQUITY (Schedule of Fair Value of Options Granted) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
SHAREHOLDERS' EQUITY [Abstract] | |||
Risk-free interest rate, minimum | 1.20% | 1.30% | 0.80% |
Risk-free interest rate, maximum | 1.40% | 1.80% | 1.80% |
Expected life of options | 4 years 9 months | 4 years 9 months | 4 years 9 months |
Expected annual volatility | 47.00% | ||
Expected annual volatility, minimum | 47.00% | 51.00% | |
Expected annual volatility, maximum | 57.00% | 65.00% | |
Expected dividend yield | |||
Weighted average grant-date fair value | $ 7.16 | $ 3.10 | $ 2.10 |
INFORMATION ON GEOGRAPHIC ARE94
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Revenues by Geographic Area) (Details) - Geographic Concentration [Member] - Revenues [Member] | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Segment Reporting Information [Line Items] | ||||
Percentage | 100.00% | 100.00% | 100.00% | |
USA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage | 44.00% | 45.00% | 77.00% | |
Japan [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage | 41.00% | 40.00% | 2.00% | |
Asia [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage | [1] | 11.00% | 11.00% | 14.00% |
Europe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage | [1] | 4.00% | 4.00% | 7.00% |
[1] | Represents revenues from individual countries of less than 10% each. |
INFORMATION ON GEOGRAPHIC ARE95
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Long-Lived Assets by Geographic Area) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 459,533 | $ 419,111 |
Israel [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 176,764 | 145,816 |
USA [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 90,748 | 66,953 |
Japan [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 192,021 | $ 206,342 |
INFORMATION ON GEOGRAPHIC ARE96
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Accounts Receivable of Major Customers) (Details) - Accounts Receivable [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Customer 1 [Member] | ||
Concentration Risk [Line Items] | ||
Percentage | 29.00% | 35.00% |
Customer 2 [Member] | ||
Concentration Risk [Line Items] | ||
Percentage | 17.00% | 16.00% |
INFORMATION ON GEOGRAPHIC ARE97
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Revenues of Major Customers) (Details) - Revenues [Member] | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Percentage | 40.00% | 38.00% | |
Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Percentage | 13.00% | 9.00% | 7.00% |
Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Percentage | 6.00% | 7.00% | 9.00% |
Customer D [Member] | |||
Concentration Risk [Line Items] | |||
Percentage | 7.00% | 27.00% |
INTEREST EXPENSES, NET AND OT98
INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET [Abstract] | |||
Debentures Series F accretion and amortization including accelerated accretion (see Note 13C above) | $ 87,973 | $ 39,494 | $ 13,113 |
Jazz Notes accretion and amortization | $ 3,015 | 9,307 | $ 6,770 |
Jazz 2014 Exchange Agreement related financing costs, see Note 13E | 9,817 | ||
Changes in fair value, (total level 3 changes in fair value as reported in Note 14D) | $ 16,092 | (1,669) | $ 1,792 |
Exchange rate differences | 1,056 | (5,352) | 4,038 |
Others | 1,794 | 3,807 | 2,125 |
Other financing expense, net | 109,930 | 55,404 | 27,838 |
Interest expense, net | $ 13,179 | $ 33,409 | $ 32,971 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
INCOME TAXES [Abstract] | ||
Enterprise tax rate | 20.00% | |
Deferred tax asset | $ 6,876 | $ 7,816 |
Deferred tax liability | 69,744 | 75,278 |
Valuation allowance | 307,714 | $ 297,024 |
Tax Credit Carryforward [Line Items] | ||
Unrecognized tax benefits related to tax return which its statute of limitation may expire in March 2015 | $ 10,758 | |
Federal statutory rate | 26.50% | |
Tower [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carry forwards | $ 1,500,000 | |
Jazz [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carry forwards, annual utilization amount | $ 2,100 | |
Federal statutory rate | 35.00% | |
Jazz [Member] | Federal [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carry forwards | $ 28,000 | |
Jazz [Member] | State [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carry forwards | 135,500 | |
Tower Jazz Panasonic Semiconductor Company Ltd [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carry forwards | $ 5,000 | |
TPSCo [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Federal statutory rate | 33.00% | 35.00% |
INCOME TAXES (Scedule of Income
INCOME TAXES (Scedule of Income Tax Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current tax expense (benefit): | |||
Foreign | $ (8,473) | $ 2,814 | $ (534) |
Total current | (8,473) | 2,814 | (534) |
Deferred tax benefit: | |||
Foreign | (3,805) | (27,556) | (8,854) |
Total deferred | (3,805) | (27,556) | (8,854) |
Income tax benefit | $ (12,278) | $ (24,742) | $ (9,388) |
INCOME TAXES (Schedule of Profi
INCOME TAXES (Schedule of Profit (Loss) Before Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Profit (loss) before taxes | |||
Domestic | $ (59,797) | $ 78,677 | $ (90,497) |
Foreign | 18,392 | (104,791) | (26,551) |
LOSS BEFORE INCOME TAX | $ (41,405) | $ (26,114) | $ (117,048) |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Asset/Liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Net deferred tax benefit - current: | ||
Net operating loss carryforwards | $ 797 | $ 938 |
Employees benefits and compensation | $ 3,824 | 5,170 |
Debt discount | 1,253 | |
Accruals, reserves and others | $ 5,774 | 3,809 |
Gross deferred tax benefit - current | 10,395 | 11,170 |
Valuation allowance - current | (3,519) | (3,354) |
Total net current deferred tax benefit | 6,876 | 7,816 |
Net deferred tax benefit - long-term | ||
Net operating loss carryforwards | 327,924 | 320,954 |
Employees benefits and compensation | 2,164 | 2,663 |
Research and development | 1,940 | 1,940 |
Others | 1,814 | 1,237 |
Gross deferred tax assets - long-term | 333,842 | 326,794 |
Valuation allowance - long-term | (304,195) | (293,670) |
Total net long-term deferred tax assets | 29,647 | 33,124 |
Depreciation and amortization | (51,238) | (36,611) |
Deferred tax related to gain on acquisition | (44,423) | (66,722) |
Debt discount | (371) | (4,200) |
Others | (3,359) | (869) |
Total net long-term deferred tax liability | $ (69,744) | $ (75,278) |
INCOME TAXES (Schedule of Recon
INCOME TAXES (Schedule of Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
INCOME TAXES [Abstract] | |||
Beginning balance | $ 24,961 | $ 25,676 | $ 27,414 |
Additions for tax positions of current year | (623) | $ 51 | 12 |
Expiration of statute of limitation of prior years | (10,758) | ||
Reductions for tax positions of prior year | (371) | ||
Translation differences | (42) | $ (766) | (1,379) |
Ending balance | $ 13,538 | $ 24,961 | $ 25,676 |
INCOME TAXES (Schedule of Effec
INCOME TAXES (Schedule of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
INCOME TAXES [Abstract] | |||
Tax benefit computed at statutory rates | $ (10,972) | $ (6,920) | $ (29,262) |
Effect of different tax rates in different jurisdictions | $ 6,108 | (18,453) | $ 1,408 |
Gain on acquisition of TPSCo | (33,280) | ||
Tax benefits for which deferred taxes were not recorded | $ 11,687 | 27,757 | $ 20,139 |
Unrecognized tax expense (benefit) | (11,153) | 412 | 298 |
Permanent differences and other, net | (7,948) | 5,742 | (1,971) |
Income tax benefit | $ (12,278) | $ (24,742) | $ (9,388) |
RELATED PARTIES BALANCES AND105
RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
RELATED PARTIES BALANCES AND TRANSACTIONS [Abstract] | |||
Long-term investment | $ 50 | $ 44 | |
Trade accounts payable | $ 52 | $ 62 | |
Revenue | $ 59 | ||
Cost of revenues | $ 13,970 | $ 14,883 | 3,379 |
General and Administrative expenses | 234 | 221 | 311 |
Other expense (income), net | $ (6) | $ 16 | $ 144 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - Subsequent event [Member] - Maxim Integrated [Member] $ in Thousands, shares in Millions | 1 Months Ended |
Jan. 31, 2016USD ($)shares | |
Subsequent event [Line Items] | |
Purchase price | $ | $ 40,000 |
Term of manufacturing agreement | 15 years |
Number of shares issued upon acquisition | shares | 3.3 |
ADDITIONAL INFORMATION - REC107
ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS (Schedule of Reconciliation of US GAAP TO IFRS) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
ASSETS | ||||
Current assets, US GAAP | $ 446,727 | $ 394,084 | ||
Current assets, Adjustments | ||||
Current assets, IFRS | $ 446,727 | |||
Property and equipment, net, US GAAP | $ 459,533 | 419,111 | ||
Property and equipment, net, Adjustments | ||||
Property and equipment, net, IFRS | $ 459,533 | |||
Long term assets, US GAAP | 59,964 | |||
Long term assets, Adjustments | (7,450) | |||
Long term assets, IFRS | 52,514 | |||
TOTAL ASSETS | 966,224 | 884,146 | ||
Total assets, Adjustments | (7,450) | |||
Total assets, IFRS | 958,774 | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Current liabilities, US GAAP | 211,119 | 300,325 | ||
Current liabilities, Adjustments | (70) | |||
Current liabilities, IFRS | 211,049 | |||
Long-term liabilities, US GAAP | 369,519 | |||
Long-term liabilities, Adjustments | (1,502) | |||
Long-term liabilities, IFRS | 368,017 | |||
Total liabilities | 580,638 | 688,585 | ||
Total liabilities, Adjustments | (1,572) | |||
Total liabilities, IFRS | 579,066 | |||
TOTAL EQUITY | 385,586 | 195,561 | $ 141,248 | $ 220,025 |
TOTAL SHAREHOLDERS' EQUITY, Adjustments | (5,878) | |||
TOTAL SHAREHOLDERS' EQUITY, IFRS | 379,708 | 135,452 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 966,224 | 884,146 | ||
Total liabilities and shareholders' equity, Adjustments | (7,450) | |||
Total liabilities and shareholders' equity, IFRS | 958,774 | |||
Reconciliation of Condensed Statement of Operations from US GAAP to IFRS | ||||
Profit before income tax and excluding other financing expense, net, US GAAP | 68,525 | |||
Profit before income tax and excluding other financing expense, net, Adjustments | (750) | |||
Profit before income tax and excluding other financing expense, net, IFRS | 67,775 | |||
Other non cash financing expense, net, US GAAP | (109,930) | (55,404) | (27,838) | |
Other non cash financing expense, net, Adjustments | 73,770 | |||
Other non cash financing expense, net, IFRS | (36,160) | |||
LOSS BEFORE INCOME TAX | (41,405) | (26,114) | (117,048) | |
Profit (loss) before income tax benefit, Adjustments | 73,020 | |||
Profit (loss) before income tax benefit, IFRS | 31,615 | |||
Income tax benefit, US GAAP | $ 12,278 | 24,742 | 9,388 | |
Income tax benefit, Adjustments | ||||
Income tax benefit, IFRS | $ 12,278 | |||
LOSS | (29,127) | (1,372) | $ (107,660) | |
Profit (loss) for the period, Adjustments | 73,020 | |||
Profit (loss) for the period, IFRS | 43,893 | |||
Net income attributable to the non-controlling interest, US GAAP | $ (520) | 5,635 | ||
Net income attributable to the non-controlling interest, Adjustments | ||||
Net income attributable to the non-controlling interest, IFRS | $ (520) | |||
NET PROFIT (LOSS) ATTRIBUTABLE TO THE COMPANY | (29,647) | 4,263 | $ (107,660) | |
Net profit (loss) attributable to the company, Adjustments | 73,020 | |||
Net profit (loss) attributable to the company, IFRS | 43,373 | 24,914 | (110,339) | |
Reconciliation of Net Profit (Loss) from US GAAP to IFRS | ||||
Net profit (loss) in accordance with US GAAP | (29,647) | 4,263 | (107,660) | |
Financial instruments | 73,770 | 21,556 | (1,619) | |
Pension plans | (705) | (1,314) | (1,166) | |
Termination benefits | (45) | 409 | 106 | |
Net profit (loss) in accordance with IFRS | 43,373 | 24,914 | (110,339) | |
Reconciliation of Shareholders' Equity from US GAAP to IFRS | ||||
Shareholders' equity in accordance with US GAAP | 385,586 | 195,561 | $ 141,248 | $ 220,025 |
Financial instruments | (380) | (54,656) | ||
Termination benefits | 1,502 | 1,547 | ||
Goodwill | (7,000) | (7,000) | ||
Shareholders' equity in accordance with IFRS | 379,708 | 135,452 | ||
Reconciliation of Goodwill from US GAAP to IFRS | ||||
Goodwill in accordance with US GAAP | 7,000 | 7,000 | ||
Goodwill | $ (7,000) | $ (7,000) | ||
Goodwill in accordance with IFRS | ||||
Reconciliation of Other Long-term Assets from US GAAP to IFRS | ||||
Other long term assets in accordance with US GAAP | $ 6,759 | $ 10,018 | ||
Financial instruments | (450) | (3,412) | ||
Other long term assets in accordance with IFRS | 6,309 | 6,606 | ||
Reconciliation of Current Maturities of Loans and Debentures from US GAAP to IFRS | ||||
Current maturities of loans and debentures in accordance with US GAAP | 33,259 | 119,999 | ||
Financial instruments | (70) | 25,622 | ||
Current maturities of loans and debentures in accordance with IFRS | 33,189 | 145,621 | ||
Reconciliation of Long Term Debentures from US GAAP to IFRS | ||||
Long term debentures in accordance with US GAAP | $ 45,826 | 107,311 | ||
Financial instruments | 25,622 | |||
Long term debentures in accordance with IFRS | $ 45,826 | 132,933 | ||
Reconciliation of Other Long Term Liabilities from US GAAP to IFRS | ||||
Other long term liabilities in accordance with US GAAP | 7,609 | 22,924 | ||
Termination benefits | (1,502) | (1,547) | ||
Other long-term liabilities in accordance with IFRS | $ 6,107 | $ 21,377 |