Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2017 | |
Document and Entity Information [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2017 |
Entity Registrant Name | TOWER SEMICONDUCTOR LTD |
Entity Central Index Key | 928,876 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | FY |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Accelerated Filer |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 445,961 | $ 355,284 |
Marketable securities | 113,874 | |
Short term deposits | 34,093 | |
Trade accounts receivable | 149,666 | 141,048 |
Inventories | 143,315 | 137,532 |
Other current assets | 21,516 | 30,041 |
Total current assets | 874,332 | 697,998 |
LONG-TERM INVESTMENTS | 26,073 | 25,624 |
PROPERTY AND EQUIPMENT, NET | 635,124 | 616,686 |
INTANGIBLE ASSETS, NET | 19,841 | 28,129 |
GOODWILL | 7,000 | 7,000 |
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET | 111,269 | 4,447 |
TOTAL ASSETS | 1,673,639 | 1,379,884 |
CURRENT LIABILITIES | ||
Current maturities of loans, leases and debentures | 105,958 | 48,084 |
Trade accounts payable | 115,347 | 99,262 |
Deferred revenue and customers' advances | 14,338 | 26,169 |
Employee related liabilities | 50,844 | 49,517 |
Other current liabilities | 15,886 | 24,083 |
Total current liabilities | 302,373 | 247,115 |
LONG-TERM DEBT: | ||
Debentures | 128,368 | 162,981 |
Other long-term debt | 100,355 | 133,163 |
LONG-TERM CUSTOMERS' ADVANCES | 31,908 | 41,874 |
EMPLOYEE RELATED LIABILITES | 14,662 | 14,176 |
DEFERRED TAX LIABILITY | 63,924 | 95,233 |
OTHER LONG-TERM LIABILITIES | 2,343 | 2,728 |
TOTAL LIABILITIES | 643,933 | 697,270 |
Ordinary shares of NIS 15 par value: 150,000 authorized as of December 31, 2017 and 2016 98,544 and 98,458 issued and outstanding, respectively, as of December 31, 2017 93,071 and 92,985 issued and outstanding, respectively, as of December 31, 2016 | 391,727 | 369,057 |
Additional paid-in capital | 1,347,866 | 1,318,725 |
Capital notes | 20,758 | 41,264 |
Cumulative stock based compensation | 80,565 | 68,921 |
Accumulated other comprehensive loss | (22,759) | (27,827) |
Accumulated deficit | (773,025) | (1,071,036) |
SHAREHOLDERS' EQUITY, before treasury stock | 1,045,132 | 699,104 |
Treasury stock, at cost - 86 shares | (9,072) | (9,072) |
THE COMPANY'S SHAREHOLDERS' EQUITY | 1,036,060 | 690,032 |
Non controlling interest | (6,354) | (7,418) |
TOTAL SHAREHOLDERS' EQUITY | 1,029,706 | 682,614 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 1,673,639 | $ 1,379,884 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - ₪ / shares shares in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value | ₪ 15 | ₪ 15 |
Ordinary shares, authorized | 150,000 | 150,000 |
Ordinary shares, issued | 98,544 | 93,071 |
Ordinary shares, outstanding | 98,458 | 92,985 |
Treasury stock, shares | 86 | 86 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
REVENUES | $ 1,387,310 | $ 1,249,634 | $ 960,561 |
COST OF REVENUES | 1,033,005 | 946,534 | 755,196 |
GROSS PROFIT | 354,305 | 303,100 | 205,365 |
OPERATING COSTS AND EXPENSES: | |||
Research and development | 67,664 | 63,134 | 61,669 |
Marketing, general and administrative | 66,799 | 65,439 | 62,793 |
Nishiwaki Fab restructuring and impairment cost (income), net | (627) | (991) | |
TOTAL OPERATING COSTS AND EXPENSES | 134,463 | 127,946 | 123,471 |
OPERATING PROFIT | 219,842 | 175,154 | 81,894 |
INTEREST EXPENSE, NET | (7,840) | (11,857) | (13,179) |
OTHER FINANCING EXPENSE, NET | (7,607) | (12,492) | (109,930) |
GAIN FROM ACQUISITION, NET | 50,471 | ||
OTHER INCOME (EXPENSE), NET | (2,627) | 9,322 | (190) |
PROFIT (LOSS) BEFORE INCOME TAX | 201,768 | 210,598 | (41,405) |
INCOME TAX BENEFIT (EXPENSE), NET | 99,888 | (1,432) | 12,278 |
NET PROFIT (LOSS) | 301,656 | 209,166 | (29,127) |
Net income attributable to non controlling interest | (3,645) | (5,242) | (520) |
NET PROFIT (LOSS) ATTRIBUTABLE TO THE COMPANY | $ 298,011 | $ 203,924 | $ (29,647) |
BASIC EARNINGS (LOSS) PER ORDINARY SHARE: | |||
Earnings (loss) per share | $ 3.08 | $ 2.33 | $ (0.40) |
Weighted average number of ordinary shares outstanding | 96,647 | 87,480 | 74,366 |
DILUTED EARNINGS PER ORDINARY SHARE: | |||
Earnings per share | $ 2.90 | $ 2.09 | |
Net profit used for diluted earnings per share | $ 306,905 | $ 212,160 | |
Weighted average number of ordinary shares outstanding used for diluted earnings per share | 105,947 | 101,303 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net profit (loss) | $ 301,656 | $ 209,166 | $ (29,127) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment | 5,681 | 923 | (2,485) |
Change in employees plan assets and benefit obligations $171, $184 and $96 for the years ended December 31, 2017, 2016 and 2015, respectively | 511 | (546) | 176 |
Unrealized gain (loss) on derivatives | 1,796 | 266 | (64) |
Comprehensive income (loss) | 309,644 | 209,809 | (31,500) |
Comprehensive (income) loss attributable to non-controlling interest | (6,565) | (6,902) | 769 |
Comprehensive income (loss) attributable to the Company | $ 303,079 | $ 202,907 | $ (30,731) |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Change in employees plan assets and benefit obligations, tax | $ 171 | $ 184 | $ 96 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary shares [Member] | Additional paid-in capital [Member] | Capital notes [Member] | Unearned compensation [Member] | Accumulated other comprehensive income (loss) [Member] | Foreign currency translation adjustments [Member] | Accumulated deficit [Member] | Treasury stock [Member] | Comprehensive income (loss) [Member] | Noncontrolling interest [Member] | Total |
BALANCE at Dec. 31, 2014 | $ 235,117 | $ 1,137,946 | $ 60,704 | $ 50,017 | $ (376) | $ (25,350) | $ (1,244,007) | $ (9,072) | $ (9,418) | $ 195,561 | |
BALANCE, SHARES at Dec. 31, 2014 | 58,120,000 | ||||||||||
Conversion of debentures and exercise of warrants into share capital | $ 79,443 | 126,989 | 206,432 | ||||||||
Conversion of debentures and exercise of warrants into share capital, shares | 20,904,000 | ||||||||||
Exercise of options | $ 6,261 | 1,730 | $ 7,991 | ||||||||
Exercise of options, shares | 1,620,000 | 1,620,056 | |||||||||
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) | (29,647) | $ (29,647) | 520 | (29,127) | |||||||
Foreign currency translation adjustments | (1,196) | (1,196) | (1,289) | (2,485) | |||||||
Change in employees plan assets and benefit obligations | 176 | 176 | 176 | ||||||||
Unrealized gain (loss) on derivatives | (64) | (64) | (64) | ||||||||
Comprehensive loss | (30,731) | (30,731) | |||||||||
BALANCE at Dec. 31, 2015 | $ 326,572 | 1,273,545 | 48,553 | 58,209 | (264) | (26,546) | (1,273,654) | (9,072) | (11,757) | 385,586 | |
BALANCE, SHARES at Dec. 31, 2015 | 82,144,000 | ||||||||||
Issuance of shares | $ 12,504 | 27,496 | 40,000 | ||||||||
Issuance of shares, shares | 3,297,000 | ||||||||||
Conversion of debentures and exercise of warrants into share capital | $ 12,069 | 10,223 | 22,292 | ||||||||
Conversion of debentures and exercise of warrants into share capital, shares | 3,080,000 | ||||||||||
Exercise of options | $ 14,412 | 3,192 | $ 17,604 | ||||||||
Exercise of options, shares | 3,650,000 | 3,649,754 | |||||||||
Capital notes converted into share capital | $ 3,500 | 3,789 | (7,289) | ||||||||
Capital notes converted into share capital, shares | 900,000 | ||||||||||
Employee stock-based compensation | 9,406 | 9,406 | |||||||||
Stock-based compensation related to the Facility Agreement with the Banks | 480 | 480 | |||||||||
Dividend paid to Panasonic | (2,563) | (2,563) | |||||||||
Accumulated amount due to adoption of ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) | 1,306 | (1,306) | |||||||||
Other comprehensive income (loss): | |||||||||||
Profit (loss) | 203,924 | 203,924 | 5,242 | 209,166 | |||||||
Foreign currency translation adjustments | (737) | (737) | 1,660 | 923 | |||||||
Change in employees plan assets and benefit obligations | (546) | (546) | (546) | ||||||||
Unrealized gain (loss) on derivatives | 266 | 266 | 266 | ||||||||
Comprehensive loss | 202,907 | 202,907 | |||||||||
BALANCE at Dec. 31, 2016 | $ 369,057 | 1,318,725 | 41,264 | 68,921 | (544) | (27,283) | (1,071,036) | (9,072) | (7,418) | 682,614 | |
BALANCE, SHARES at Dec. 31, 2016 | 93,071,000 | ||||||||||
Issuance of shares | $ 12,128 | 4,247 | 16,375 | ||||||||
Issuance of shares, shares | 2,914,000 | ||||||||||
Conversion of debentures and exercise of warrants into share capital | |||||||||||
Conversion of debentures and exercise of warrants into share capital, shares | |||||||||||
Exercise of options | $ 6,750 | 8,180 | $ 14,930 | ||||||||
Exercise of options, shares | 1,629,000 | 1,611,489 | |||||||||
Capital notes converted into share capital | $ 3,792 | 16,714 | (20,506) | ||||||||
Capital notes converted into share capital, shares | 930,000 | ||||||||||
Employee stock-based compensation | 11,644 | 11,644 | |||||||||
Stock-based compensation related to the Facility Agreement with the Banks | |||||||||||
Dividend paid to Panasonic | (5,501) | (5,501) | |||||||||
Other comprehensive income (loss): | |||||||||||
Profit (loss) | 298,011 | 298,011 | 3,645 | 301,656 | |||||||
Foreign currency translation adjustments | 2,761 | 2,761 | 2,920 | 5,681 | |||||||
Change in employees plan assets and benefit obligations | 511 | 511 | 511 | ||||||||
Unrealized gain (loss) on derivatives | 1,796 | 1,796 | 1,796 | ||||||||
Comprehensive loss | $ 303,079 | 303,079 | |||||||||
BALANCE at Dec. 31, 2017 | $ 391,727 | $ 1,347,866 | $ 20,758 | $ 80,565 | $ 1,763 | $ (24,522) | $ (773,025) | $ (9,072) | $ (6,354) | $ 1,029,706 | |
BALANCE, SHARES at Dec. 31, 2017 | 98,544,000 | ||||||||||
OUTSTANDING SHARES, NET OF TREASURY STOCK AS OF DECEMBER 31, 2017 at Dec. 31, 2017 | 98,458,000 |
CONDENSED INTERIM CONSOLIDATED
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS - OPERATING ACTIVITIES | |||
Net profit (loss) | $ 301,656 | $ 209,166 | $ (29,127) |
Income and expense items not involving cash flows: | |||
Depreciation and amortization | 208,411 | 197,606 | 168,032 |
Financing expense associated with debentures series F | 150 | 87,973 | |
Effect of indexation, translation and fair value measurement on debt | 12,865 | 8,292 | 16,078 |
Other expense (income), net | 2,627 | (9,322) | 190 |
Gain from acquisition, net | (50,471) | ||
Changes in assets and liabilities: | |||
Trade accounts receivable | (6,564) | (30,104) | (11,115) |
Other current assets | (8,321) | (265) | (14,978) |
Inventories | (4,277) | (22,069) | (17,908) |
Trade accounts payable | (8,649) | 5,550 | (26,163) |
Deferred revenue and customers' advances | (21,803) | 23,581 | 32,725 |
Employee related liabilities and other current liabilities | (8,219) | (145) | 8,454 |
Long-term employee related liabilities | (3,247) | (798) | (2,036) |
Deferred tax, net | (108,459) | (4,564) | (4,173) |
Other long-term liabilities | (385) | 861 | (12,739) |
Nishiwaki employees retirement related payments in connection with its operation cessation | (24,907) | ||
Net cash provided by operating activities | 355,635 | 327,468 | 170,306 |
CASH FLOWS - INVESTING ACTIVITIES | |||
Investments in property and equipment | (187,676) | (217,496) | (172,078) |
Proceeds related to sale and disposal of property and equipment | 20,038 | 7,872 | 6,589 |
Investment grants received | 2,921 | ||
Deposits and other investments, including marketable securities, net | (80,643) | (17,101) | (30,000) |
Net cash provided by (used in) investing activities | (245,360) | (226,725) | (195,489) |
CASH FLOWS - FINANCING ACTIVITIES | |||
Issuance of debentures, net | 113,149 | ||
Exercise of warrants and options, net | 31,315 | 38,803 | 14,424 |
Proceeds from loans | 55,960 | 70,592 | |
Loans repayment | (43,259) | (132,018) | (18,200) |
Principal payments on account of capital lease obligation | (781) | ||
Debentures repayment | (6,215) | (51,489) | |
Dividend payment to Panasonic | (4,378) | (2,563) | (1,570) |
Net cash provided by (used in) financing activities | (23,318) | 73,331 | 13,757 |
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE | 3,720 | 5,635 | (166) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 90,677 | 179,709 | (11,592) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 355,284 | 175,575 | 187,167 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 445,961 | 355,284 | 175,575 |
NON-CASH ACTIVITIES: | |||
Investments in property and equipment | 28,419 | 23,747 | 18,657 |
Conversion of debentures to share capital | 611 | 195,726 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid during the period for interest | 10,198 | 9,534 | 12,371 |
Cash paid during the period for income taxes | 17,668 | 3,485 | 3,469 |
(a) ACQUISITION OF SUBSIDIARIES CONSOLIDATED FOR THE FIRST TIME, SEE ALSO NOTE 3: | |||
Working capital (excluding cash and cash equivalents) | 10,775 | ||
Fixed assets | 106,919 | ||
Intangible assets | 2,799 | ||
Long-term liabilities | (28,021) | ||
Total | 92,472 | ||
Less: | |||
Share capital | 40,000 | ||
Gain from acquisition, net | 52,472 | ||
Bargain purchase | $ 92,472 |
DESCRIPTION OF BUSINESS AND GEN
DESCRIPTION OF BUSINESS AND GENERAL | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND GENERAL | NOTE 1 - The consolidated financial statements of Tower Semiconductor Ltd. (“Tower”) include the financial statements of Tower, and (i) its wholly-owned subsidiary Tower US Holdings Inc., the sole owner of: (1) 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) since February 2016, Tower US Holdings is also the sole owner of TowerJazz Texas Inc. (“TJT”), as described in Note 3 below; and (ii) its 51% owned subsidiary, TowerJazz Panasonic Semiconductor Co., Ltd. (“TPSCo”), an independent semiconductor foundry which includes three semiconductor manufacturing facilities located in Tonami, Uozu 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 require capacity. To provide multi-fab sourcing and expanded capacity for its customers, the Company operates two manufacturing facilities in Israel (150mm and 200mm), two in the U.S. (200mm) and three 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. The Company operates in the semiconductor industry and competes internationally with dedicated foundry service 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. Several dedicated foundries have specialized operations and compete directly with the Company in certain areas, flows and technology capabilities. There are a number of smaller participants in the specialty process arena with specific analog focus. 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 analog arena. 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’s consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“US GAAP”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - 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, affect the 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. The Company’s consolidated financial statements include TJT’s results of operations and balance sheet since February 1, 2016. C. Cash and Cash Equivalents, Short-Term Deposits Cash and cash equivalents consist of cash, bank deposits and short-term investments with original maturities of three months or less. Short-term deposits include bank deposits with original maturities greater than three months and to be matured within 12 months from balance sheet date. D. Marketable securities The Company accounts for investments in debt securities in accordance with ASC 320, "Investments - Debt and Equity Securities". Management determines the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates such determinations at each balance sheet date. Marketable securities classified as "available-for-sale" are carried at fair value, based on quoted market prices. Unrealized gains and losses are reported in a separate component of shareholders' equity in accumulated other comprehensive income (loss) (“OCI”). Gains and losses are recognized when realized, on a specific identification basis, in the Company's consolidated statements of income. The Company's securities are reviewed for impairment in accordance with ASC 320-10-35. If such assets are considered to be impaired, the impairment charge is recognized in earnings when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. Factors considered in making such a determination include the duration and severity of the impairment, the reason for the decline in value, the potential recovery period and the Company's intent to sell, including whether it is more likely than not that the Company will be required to sell the investment before recovery of cost basis. For securities with an unrealized loss that the Company intends to sell, or it is more likely than not that the Company will be required to sell before recovery of their amortized cost basis, the entire difference between amortized cost and fair value is recognized in earnings. For securities that do not meet these criteria, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while declines in fair value related to other factors are recognized in OCI. E. Trade Accounts Receivables - Allowance for Doubtful Accounts The allowance for doubtful accounts is computed on the specific identification basis for accounts whose collectability, in the Company’s estimation, is uncertain. As of December 31, 2017 and 2016, the amounts in the allowance for doubtful accounts are immaterial. F. Inventories The Company applies Accounting Standards Update ( “ ” G. Property and Equipment The Company accounts for property and equipment in accordance with Accounting Standards Codification (“ASC”) 360 “Accounting for the Property, Plant and Equipment” (“ASC 360”). 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 which are directly related to pre-production test runs of property and equipment that are necessary for preparing such property and equipment for their intended use. Maintenance and repairs are charged to expenses as incurred. Property and equipment are presented net of investment grants received, and less accumulated depreciation. Depreciation is calculated based on the straight-line method over the Company’s estimated useful lives of the assets, as follows: Buildings and building improvements, including facility infrastructure 10-25 years Machinery and equipment, software and hardware 3-15 years Impairment charges, if needed, are determined based on the policy outlined in S below. For Equipment under lease see H below. H. Equipment Lease The Company determines lease classification based on the criteria established in ASC 840. When the Company determines, based on the criteria, that a lease should be classified as capital lease, an asset and corresponding liability is recognized. Each capital lease is recorded as an asset and an obligation at an amount that is equal to the present value of the minimum lease payments over the lease term. Assets under capital lease are part of property plant and equipment. I. Intangible Assets and Goodwill The Company accounts for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). Intangible assets include the values assigned to the intangible assets as part of the purchase price allocation made at the time of acquisition of each of Jazz, TPSCo and TJT. Intangible assets are amortized over the expected estimated economic life of the intangible assets commonly used in the industry. Goodwill is not amortized and subject to impairment test. Impairment charges on intangibles or goodwill, if needed, are determined based on the policy outlined in S below. J. Deferred Tax Asset and Other Long-Term Assets, Net Deferred tax asset and other assets include: (i) deferred tax asset as described in Note 19; (ii) fair market value of derivative instrument used in hedging of Debentures Series G, see T below and (iii) prepaid long-term lease payments to the Israel Land Administration (“ILA”) for the land on which the Company’s Israeli fabs are established, net of accumulated amortization over the lease period, see also Note 15C. K. Debentures - Classification of Liabilities and Equity of Convertible Debentures Convertible debentures are evaluated to determine whether they include conversion features or other embedded derivatives that warrant bifurcation. The Company applies ASC 815-40 “Contract in Entity’s Own Equity” in determining whether an instrument that may be settled in Tower’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. L. Revenue Recognition The Company’s revenues are generated principally from sales of semiconductor wafers. The Company, to much lesser extent, also derives revenues from design support and other technical and support services incidental to the sale of semiconductor wafers. The vast 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. Generally, delivery occurs after products meet all of the customer’s acceptance criteria based on pre-shipment electronic, functional and quality tests. The Company provides for sales returns allowance relating to specified yield or quality commitments as a reduction of revenues, based on past experience and specific identification of events necessitating an allowance, which has been in immaterial amounts. M. 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. N. Income Taxes The Company accounts for income taxes using an asset and liability approach as prescribed in ASC 7 40-10 “Income Taxes” (“ASC 740-10” The Company evaluates realizability of its deferred tax assets 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 part 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's deferred tax assets are not more-likely-than-not realizable, the Company establishes a valuation allowance, see Note 19E and 19F. ASC 740-10 prescribes a two-step approach for 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's unrecognized income tax benefits. The Company's policy is to include interest and penalties related to unrecognized income tax benefits as a component of income tax expense. O. Earnings (Loss) Per Ordinary Share Basic earnings (loss) per share are calculated in accordance with ASC 260, “Earnings Per Share” ("ASC 260") by dividing profit or loss attributable to ordinary equity holders of Tower (the numerator) by the weighted average number of ordinary shares outstanding during the reported period (the denominator). Diluted earnings per share are 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. P. Comprehensive Income (Loss) In accordance with ASC 220 “Comprehensive Income” ("ASC 220"), 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) (“OCI”) represents gains and losses that are included in comprehensive income but excluded from net income. Q. Functional Currency and Exchange Rate Income (Loss) The currency of the primary economic environment in which Tower, TJT and Jazz conduct their operations is the U.S. Dollar (“dollar”). Thus, the dollar is their functional and reporting currency. 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 TPSCo, whose functional currency is the Japanese Yen (“JPY”), have been translated into dollars. The assets and liabilities have been translated using the exchange rate in effect as of the balance sheet date. The statement of operations of TPSCo has been translated using the average exchange rate for the reported period. The resulting translation adjustments are charged or credited to OCI. R. 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 grant. The Company uses the straight-line attribution method to recognize stock-based compensation costs over the vesting period of the grant, except for grants that involve performance criteria, for which an accelerated method is used. S. 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, considering the undiscounted cash flows expected from it. If applicable, 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 The Company evaluates goodwill qualitatively for impairment at least annually or whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If the Company determines that a quantitative analysis is necessary, the impairment test for goodwill is currently a two-step process. Step one consists of a comparison of the fair value of a reporting unit against its carrying amount, including the goodwill allocated to each reporting unit. If the carrying amount of the reporting unit is in excess of its fair value, step two requires the comparison. Any excess of the carrying value of the reporting unit’s goodwill over the implied fair value of the reporting unit’s goodwill is recorded as an impairment loss. 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. T. Fair value of Financial Instruments and Fair Value Measurements ASC 820, "Fair Value Measurements and Disclosures", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments of cash, bank deposits, account receivable and payables and U. Derivatives and hedging Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as fair value hedges, the gains (losses) are recognized in earnings in the periods of change together with the offsetting losses (gains) on the hedged items attributed to the risk being hedged. For derivative instruments designated as cash flow hedges, the effective portion of the gains (losses) on the derivatives is initially reported as a component of OCI and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. Gains (losses) on derivatives representing either hedge components excluded from the assessment of effectiveness or hedge ineffectiveness are recognized in earnings. For derivative instruments that are not designated as hedges, gains (losses) from changes in fair values are primarily recognized in the same line of the item economically hedged. V. Reclassification and Presentation Certain amounts in prior years’ financial statements have been reclassified in order to conform to the 2017 presentation. W. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") amended the existing accounting standards for revenue recognition in Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” ASU 2014-09 is effective January 1, 2018. Early adoption is permitted but not before January 1, 2017. The Company’s assessment did not identify a change in revenue recognition timing on most material revenues streams (mainly wafer production), for which recognition will be at a point in time upon control being transferred to the customers. The Company considered whether control over wafers in production is transferred over time, and reached to conclusion that recognition should be only at a point in time upon completion of production and delivery to customers. The Company provides its customers with other services that are immaterial in scope and/or amount. The Company does not expect any change in the recognition of such services, compared with current standards. The standard will be adopted in fiscal year 2018. The Company elected the modified retrospective approach as the transition method and expects no transition adjustment to its retained earning upon adoption. In January 2016, the FASB issued ASU 2016-01 In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”, In June 2016, the FASB issued ASU 2016-13 “Financial Instruments Credit Losses”. In October 2016 the FASB issued ASU 2016- In November 2016, the FASB issued ASU 2016-18 In January 2017, the FASB issued ASU 2017-04 In May 2017, the FASB issued ASU 2017-09 In August 2017, the FASB issued Accounting Standard Update ("ASU") 2017-12 |
TOWERJAZZ TEXAS INC. ESTABLISHM
TOWERJAZZ TEXAS INC. ESTABLISHMENT | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
TOWERJAZZ TEXAS INC. ESTABLISHMENT | NOTE 3 - In February 2016, Tower acquired at a purchase price of $40,000, a fabrication facility in San Antonio, Texas from Maxim Integrated Products Inc. (“Maxim”). The acquisition was done through an indirectly wholly owned subsidiary of Tower, TJT. The agreement with Maxim included an earn-out mechanism for a period of up to 10 months. According to that mechanism, if the proceeds from the sale of the shares by Maxim during the 10 month period plus the value of the shares remaining, if any, as of the last day of this 10 month period, will exceed $40,000, Maxim would need to pay the Company such excess amount, in cash, but in no event more than $6,000. On the date of acquisition, the mechanism had a fair value of zero. On the date of settlement, the earn-out mechanism resulted in a gain of $6,000 to the Company, of which $1,000 was paid in 2016 and $5,000 was paid in 2017. In addition, Tower and Maxim entered into a long-term 15 year manufacturing agreement, under which Maxim is committed to buy products from TJT in gradually decreasing quantities. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 - INVENTORIES Inventories consist of the following: As of December 31, 2017 2016 Raw materials $ 48,220 $ 26,296 Work in process 92,764 105,564 Finished goods 2,331 5,672 $ 143,315 $ 137,532 Work in process and finished goods are presented net of aggregate write-downs to net realizable value of $1,352 and $1,391 as of December 31, 2017 and 2016, respectively. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
OTHER CURRENT ASSETS | NOTE 5 - OTHER CURRENT ASSETS Other current assets consist of the following: As of December 31, 2017 2016 Tax authorities receivables $ 9,144 $ 9,620 Deferred tax asset (see Note 19) -- 7,158 Prepaid expenses 11,634 6,610 TJT acquisition related receivable (see Note 3) -- 5,000 Others 738 1,653 $ 21,516 $ 30,041 |
LONG-TERM INVESTMENTS
LONG-TERM INVESTMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
LONG-TERM INVESTMENTS | NOTE 6 - LONG-TERM INVESTMENTS Long-term investments consist of the following: As of December 31, 2017 2016 Severance-pay funds, net $ 13,317 $ 9,909 Long-term interest bearing bank deposit 12,500 12,500 Others 256 3,215 $ 26,073 $ 25,624 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 7 - PROPERTY AND EQUIPMENT, NET A. Composition As of December 31, 2017 2016 Original cost: Buildings (including facility infrastructure) $ 343,247 $ 333,696 Machinery and equipment 2,282,042 2,093,204 $ 2,625,289 $ 2,426,900 Accumulated depreciation: Buildings (including facility infrastructure) $ (215,515 ) $ (205,604 ) Machinery and equipment (1,774,650 ) (1,604,610 ) $ (1,990,165 ) $ (1,810,214 ) $ 635,124 $ 616,686 As of December 31, 2017 and 2016, the original cost of buildings, machinery and equipment was reflected net of investment grants (see B below) in the aggregate amount of $285,930 and $284,406, respectively. The following is the composition of the leased equipment under capital lease agreements included under “Machinery and equipment“ above: As of December 31, 2017 2016 Original cost - Machinery and equipment $ 16,630 $ -- Accumulated depreciation - Machinery and equipment (306 ) -- $ 16,324 $ -- B. Investment Grants Substantially all of Tower’s existing facilities and other capital investments made through 2012 have been granted approved enterprise status, as provided by the Investments Law. In 2011, Tower received an approval certificate from the Israeli Investment Center for an expansion program for investments in fixed assets in Fab 2 facility in Israel, according to which Tower received grants in the amount of NIS 145,000 (approximately $36,000) for eligible investments in machinery, equipment and other assets made by Tower in the years 2006 to 2012. Investment grants received are presented as a deduction from the original cost of its respective assets. In December 2017, the Company received approval from the Israeli Investment Center for its final performance report. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 8 - Intangible assets consist of the following as of December 31, 2017: Useful Life (years) Cost Accumulated Amortization Net Technologies 4;5;9 $ 110,310 $ (103,897 ) $ 6,413 Facilities lease 19 33,500 (21,665 ) 11,835 Patents and other core technology rights 9 15,100 (15,100 ) -- Trade name 9 7,612 (7,009 ) 603 Customer relationships 15 2,600 (1,610 ) 990 Others -- 1,000 (1,000 ) -- Total identifiable intangible assets $ 170,122 $ (150,281 ) $ 19,841 Intangible assets consist of the following as of December 31, 2016: Useful Life (years) Cost Accumulated Amortization Net Technologies 4;5;9 $ 109,543 $ (98,354 ) $ 11,189 Facilities lease 19 33,500 (20,377 ) 13,123 Patents and other core technology rights 9 15,100 (13,903 ) 1,197 Trade name 9 7,520 (6,064 ) 1,456 Customer relationships 15 2,600 (1,436 ) 1,164 Others -- 1,000 (1,000 ) -- Total identifiable intangible assets $ 169,263 $ (141,134 ) $ 28,129 |
DEFERRED TAX AND OTHER LONG-TER
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET | NOTE 9 - Deferred tax and other long-term assets, net consist of the following: As of December 31, 2017 2016 Deferred tax asset ( see Note 19) $ 82,852 $ -- Prepaid long-term land lease, net (see Note 15C) 3,417 3,537 Fair value of cross currency interest rate swap ( see Note 13D) 18,005 -- Long-term prepaid expenses and others 6,995 910 $ 111,269 $ 4,447 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities, Current [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 10 - OTHER CURRENT LIABILITIES Other current liabilities consist of the following: As of December 31, 2017 2016 Interest payable $ 3,160 $ 4,683 2014 Japan Restructuring related payables -- 1,793 Tax authorities payables 8,567 10,342 Others 4,159 7,265 $ 15,886 $ 24,083 |
DEBENTURES
DEBENTURES | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable [Abstract] | |
DEBENTURES | NOTE 11 - A. Composition by Repayment Schedule: As of December 31, 2017 Interest rate 2018 2019 2020 2021 2022 2023 and on Total Debentures Series G (see B below) 2.79% $ -- $ -- $ 38,568 $ 38,568 $ 38,568 $ 19,283 $ 134,987 Jazz’s Notes (see C below) 8% 58,307 -- -- -- -- -- 58,307 Total outstanding principal amounts of debentures $ 58,307 $ -- $ 38,568 $ 38,568 $ 38,568 $ 19,283 $ 193,294 Accretion of carrying amount to principal amount (11,629 ) Carrying amount $ 181,665 In January 2017, Tower fully redeemed its debentures Series D and Series F which had principal outstanding amounts of $5,977 and $238, respectively, as of December 31, 2016. For details with regards to Jazz Notes (see C below). Tower’s Series G Debentures carry a negative pledge covenant (see B below). B. Debentures Series G In June 2016, Tower raised approximately $115,000 through the issuance of long-term unsecured non-convertible debentures (“Series G Debentures”). The Series G Debentures are payable in seven semi-annual consecutive equal installments from March 2020 to March 2023 and carrying an annual interest rate of 2.79%, payable in thirteen semi-annual consecutive equal installments from March 2017 to March 2023. The principal and interest amounts are denominated in NIS and are not linked to any index or to any other currency. The Company entered into hedging transactions to mitigate the foreign exchange rate differences on the principal and interest using a cross currency swap. As of December 31, 2017, the outstanding principal amount of Series G Debentures was NIS 468,000 (approximately $135,000), with related hedging transactions net asset fair value of $16,455. The fair value increase in 2017 is mainly attributed to the devaluation of the USD against the NIS. (see Note 13D). The Series G Debentures’ indenture includes customary financial and other terms and conditions, including a negative pledge and financial covenants. As of December 31, 2017, the Company was in compliance with all of the financial covenants under the indenture. C. Jazz 2014 Notes Exchange Agreement In March 2014, Jazz, certain of its domestic subsidiaries and Tower entered into an exchange agreement with certain holders of previously issued Jazz notes from 2010 (the “2014 Participating Holders”) (the “2010 Notes”) according to which Jazz issued new unsecured convertible senior notes due December 2018 (the “2014 Notes” or the “Jazz Notes”) in exchange for approximately $45,000 in aggregate principal amount of the 2010 Notes that were originally due June 2015. In addition, in March 2014, Jazz, Tower and certain of the 2014 Participating Holders entered into a purchase agreement pursuant to which they purchased $10,000 in aggregate principal amount of the 2014 Notes for cash consideration. Holders of the 2014 Notes may submit a conversion request with respect to their 2014 Notes, to be settled at Jazz’s discretion through cash or ordinary shares of Tower. The conversion price is set to $10.07 per share. Interest on the 2014 Notes at a rate of 8% per annum is payable semiannually. 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 below), 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 value plus accrued interest and 1% redemption premium in the event of certain change of control transactions as set forth in the Indenture governing the 2014 Notes. The Indenture contains certain customary covenants including covenants restricting the ability of Jazz and 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. As of December 31, 2017 and 2016, approximately $58,000 principal amount of 2014 Notes was outstanding. The Jazz Credit Line Agreement imposes certain limitations on the ability to repay the 2014 Notes and/or to incur additional indebtedness without Wells Fargo’s consent. Any default on payment or refinancing of the 2014 Notes prior to said notes maturity, in a form not satisfactory to Wells Fargo, may trigger a cross default under the Jazz Credit Line Agreement, which would permit the lenders to accelerate the obligations thereunder, potentially requiring Jazz to repay or refinance the Jazz Credit Line Agreement. As of December 31, 2017 there are no outstanding loan drawdowns under the Wells Fargo Credit Line. |
OTHER LONG-TERM DEBT
OTHER LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2017 | |
Loans Payable [Abstract] | |
OTHER LONG-TERM DEBT | NOTE 12 - OTHER LONG-TERM DEBT A. Composition: As of December 31, 2017 2016 In U.S. Dollars, see also E below $ 40,000 $ 40,000 In JPY, see also D below 98,239 126,376 Total long-term loan from banks - principal amount 138,239 166,376 Deferred issuance costs (1,077 ) (1,344 ) Total long-term loans from banks 137,162 165,032 Capital leases - see Note 15C 15,854 -- Current maturities (52,661 ) (31,869 ) $ 100,355 $ 133,163 B. Composition by Repayment Schedule of Loans: Interest rate 2018 2019 2020 2021 2022 and on Total In U.S Dollars Libor + 2.00% $ 5,714 $ 11,429 $ 11,429 $ 11,428 $ -- $ 40,000 In JPY Tibor + 1.65%-2.00% 43,915 32,747 21,577 -- -- 98,239 Total outstanding principal amounts of loans $ 49,629 $ 44,176 $ 33,006 $ 11,428 $ -- $ 138,239 For repayment schedule of capital lease agreements see Note 15C 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-year secured asset-based revolving credit line in the total amount of up to $70,000, maturing in December 2018 (the “Jazz Credit Line Agreement”). The applicable interest on the loans under the Jazz Credit Line Agreement for the period following February 2016 is at a rate equal to, at lender’s option, either the lender’s prime rate plus a margin ranging from 0.25% to 0.75% or the LIBOR rate plus a margin ranging from 1.5% to 2.0% per annum. The outstanding borrowing availability varies from time to time based on the levels of Jazz’s eligible accounts receivable, eligible equipment, eligible inventories and other terms and conditions described in the Jazz Credit Line Agreement. The obligations of Jazz under the Jazz Credit Line Agreement are secured by a security interest on all the assets of Jazz. The Jazz Credit Line Agreement contains customary covenants and other terms, including customary events of default. If any event of default will occur, Wells Fargo may declare all borrowings under the facility due immediately and foreclose on the collateral. Furthermore, an event of default under the Credit Line Agreement would result in an increase in the interest rate on any amounts outstanding. Jazz’s obligations pursuant to the Jazz Credit Line Agreement are not guaranteed by Tower or any of its affiliates . As of December 31, 2017, borrowing availability under the Jazz Credit Line Agreement was approximately $58,000, of which approximately $1,000 was utilized through letters of credit. As of December 31, 2016 and 2017 no loan amounts were outstanding. As of December 31, 2017, Jazz was in compliance with all of the covenants under this agreement. In February 2018, Jazz and Wells Fargo signed an amendment to the Jazz Credit Line Agreement for a five years extension to the Jazz Credit Line Agreement to mature in 2023, in the total amount of up to $70,000. The applicable interest on the loans is at a rate equal to, at lender’s option, either the lender’s prime rate plus a margin ranging from 0.0% to 0.5% or the LIBOR rate plus a margin ranging from 1.25% to 1.75% per annum D. Loans to TPSCo from Japanese Financial 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 8.8 billion Japanese Yen (outstanding principal amount was approximately $33,000 and $53,000 as of December 31, 2017 and 2016, respectively). The loan carries an annual interest of the TIBOR (Tokyo Interbank Offered Rate) six months’ rate plus 1.65% per annum with the principal outstanding amount payable during 2018 and 2019 (the “Term Loan”). The Term Loan is secured by an assignment of TPSCo’s right to receive any amounts under its manufacturing and production related services agreements with Panasonic. The Term Loan contains certain covenants, as well as definitions of events of default and acceleration terms of the repayment schedule. TPSCo’s obligations pursuant to the loan are not guaranteed by Tower or any of its affiliates . In December 2015, TPSCo and JA Mitsui Leasing, Ltd., Sumitomo Mitsui Trust Bank Limited and Showa Leasing Co., Ltd. (“JP Banks”) signed an asset-based loan agreement (the “ABL”), according to which TPSCo entered into a five year term loan agreement with the JP Banks under which TPSCo borrowed an amount of 8.5 billion Japanese Yen, outstanding principal amount was approximately $65,000 and $73,000 as of December 31, 2017 and 2016, respectively. The ABL carries an interest equal to the six month TIBOR (Tokyo Interbank Offered Rate) plus 2.0% per annum with the outstanding principal amount payable between 2018 and 2020. The ABL is secured by a lien over the machinery and equipment of TPSCo located in Uozu and Tonami manufacturing facilities. The ABL also contains certain financial ratios and covenants, as well as definitions of events of default and acceleration of the repayment schedule. TPSCo’s obligations pursuant to the ABL are not guaranteed by Tower or any of its affiliates . E. Bank Loan to TJT In July 2016, TJT entered into an asset based long-term loan agreement with JA Mitsui Leasing Capital Corporation (“JA Mitsui”) in the total amount of $40,000. The loan carries annual interest of LIBOR+2.0% and is repayable between 2018 and 2021. The loan is secured mainly by a lien over TJT’s machinery and equipment and an assignment of TJT’s right to receive any amounts under its manufacturing agreement with Maxim. This loan agreement contains customary terms, conditions and covenants, as well as customary events of default. TJT’s obligations pursuant to the loan agreement are not guaranteed by Tower or any of its affiliates . F. Capital Lease Agreements See Note 15C. |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASURMENTS | 12 Months Ended |
Dec. 31, 2017 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASURMENTS | NOTE 13 - The Company makes certain disclosures as detailed below 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. Non-Designated 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, 2017 and 2016 the fair value amounts of such exchange rate agreements were approximately $24 in an asset position presented in short-term assets and $294 in a liability position presented in short-term liabilities with face value of $18,000 and $96,000, respectively. Changes in the fair values of such derivatives are As the functional currency of TPSCo is the JPY and part of TPSCo revenues are denominated in USD, TPSCo 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 USD denominated amounts. As of December 31, 2017 and 2016, the fair value amounts of such exchange rate agreements were $169 and $682, respectively, in a liability position presented in short-term liabilities with face value of $48,000 and $36,000, respectively. Changes in the fair value of such derivatives are presented in the statements of operations. B. Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, bank deposits, marketable securities, derivative, trade receivables and government and other receivables. The Company's cash, deposits, marketable securities and derivative are maintained with large and reputable banks and investment banks, 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 advance payments. An allowance for doubtful accounts is determined with respect to those amounts which their collection determined to be doubtful. The Company performs ongoing credit evaluations of its customers. C. Fair Value of Financial Instruments The estimated fair values of the Company’s financial instruments, excluding debentures do not materially differ from their respective carrying amounts as of December 31, 2017 and 2016. The fair values of Tower and Jazz’s debentures, based on quoted market prices or other valuation as of December 31, 2017 and 2016, were approximately $345,000 and $245,000, respectively, compared to carrying amounts of approximately $182,000 and $163,000, for the above dates, respectively. D. Cash Flow Hedge Gains (Losses) The Company entered into cash flow hedging transactions to mitigate the foreign exchange rate differences on the principle and interest using a cross currency swap to mitigate the risk arising from Series G Debentures denomination in NIS. As of December 31, 2017 the fair value of the swap was $16,455 in an asset position, of which $1,550 presented in short-term liabilities and $18,005 presented in long-term assets. As of December 31, 2016 the fair value of the swap was $67 in a liability position, presented in short-term liabilities. As of December 31, 2017 and December 31, 2016, the effective portion of $2,758 and $202, respectively, were recorded in OCI , of which a loss of approximately $1,500 is expected to be reclassified into earnings during the twelve months ended December 31, 2018. E. 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. Assets held for sale - securities classified as available for sale are reported at fair value on a recurring basis. These securities are classified as Level 1 of the valuation hierarchy where quoted market prices from reputable third-party brokers are available in an active market. If quoted market prices are not available, the Company obtains fair value measurements from an independent pricing service. These securities are reported using Level 2 inputs and the fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security’s terms and conditions, among other factors. Changes in fair value of securities available for sale are recorded in other comprehensive income, net of income tax effect. Level 2 Measurements Over the counter derivatives - the Company uses the market approach using quotations from banks and other public information. Level 3 Measurements Recurring Fair Value Measurements Using the Indicated Inputs: December 31, 2017 Quoted prices in active market for identical liability (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Cross currency swap- asset position $ 16,455 $ -- $ 16,455 $ -- Marketable securities held for sale 113,168 113,168 -- -- Foreign exchange forward and cylinders - liability position (169 ) -- (169 ) -- Foreign exchange forward and cylinders - asset position 24 -- 24 -- $ 129,478 $ 113,168 $ 16,310 $ -- December 31, 2016 Quoted prices in active market for identical liability (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Cross currency swap- liability position $ 67 $ -- $ 67 $ -- Foreign exchange forward and cylinders - liability position 976 976 -- $ 1,043 $ -- $ 1,043 $ -- Liabilities measured on a recurring basis using significant unobservable inputs (Level 3): Tower’s Israeli Banks Loans (including current maturities) Others As of January 1, 2016 - at fair value $ 74,955 $ -- principal repayment (82,855 ) -- Total changes in fair value recognized in earnings 7,900 -- As of December 31, 2016 - at fair value $ -- $ -- F. Short-Term and Long-Term Investments Short-term and long-term investments include marketable securities in the amount of $113,874 (including accrued interest) and long-term bank deposit in the amount of $12,500 as of December 31, 2017; Short-term and long-term investments include short-term bank deposits in the amount of $34,093 and long-term bank deposit in the amount of $12,500 as of December 31, 2016. The following table summarizes amortized costs, gross unrealized gains and losses and estimated fair values of available-for-sale marketable securities as of December 31, 2017: Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Corporate bonds $ 98,998 $ 25 $ (683 ) $ 98,340 Non- U.S government bonds 2,730 -- (19 ) 2,711 Municipal bonds 11,950 15 (96 ) 11,869 Certificate of deposits 248 -- -- 248 $ 113,926 $ 40 $ (798 ) $ 113,168 The scheduled maturities of available-for-sale marketable securities as of December 31, 2017 were as follows: Amortized cost Estimated fair value Due within one year $ 7,688 $ 7,679 Due after one year through five years 106,238 105,489 $ 113,926 $ 113,168 Investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values as of December 31, 2017 were as indicated in the following tables: December 31, 2017 Investment with continuous unrealized losses for less than 12 months Investments with continuous unrealized losses for 12 months or greater Total Investments with continuous unrealized losses Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses Corporate debentures $ 89,133 $ (683 ) $ -- $ -- $ 89,133 $ (683 ) Non- U.S government bonds 2,711 (19 ) -- -- 2,711 (19 ) Municipal bonds 8,837 (96 ) -- -- 8,837 (96 ) Total $ 100,681 $ (798 ) $ -- $ -- $ 100,681 $ (798 ) |
EMPLOYEE RELATED LIABILITIES
EMPLOYEE RELATED LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
Postemployment Benefits [Abstract] | |
EMPLOYEE RELATED LIABILITIES | NOTE 14 - 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 included on the balance sheets in long-term investments and employee related liabilities in the amounts of $10,711 and $12,258, respectively, as of December 31, 2017. Commencing January 1, 2005, Tower implemented a labor agreement with regard to most of its Israeli 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 amount as of such date will be released on the employee’s termination date. Payments relating to Israeli employee termination benefits were $5,059, $4,345 and, $3,986 for 2017, 2016 and 2015, respectively. TPSCo established a Defined Contribution Retirement Plan (the “DC Plan”) for its employees through which TPSCo contributes approximately 10% with employee average match of 1% from employee base salary to the DC Plan. Such contribution releases the employer from further obligation to any payments upon termination of employment. The contribution is remitted either to third party benefit funds based on employee preference, or directly, to those employees who elected not to enroll in the DC Plan. Total payments under the DC Plan in 2017, 2016 and 2015 amounted to $6,706, $7,015 and $6,823, respectively. B. Jazz Employee Benefit Plans The following information provide the changes in 2017, 2016 and 2015 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 December 31, 2017 2016 2015 Net periodic benefit cost: Service cost $ 9 $ 12 $ 29 Interest cost 69 85 126 Amortization of prior service costs -- (12 ) (973 ) Amortization of net (gain) or loss (361 ) (333 ) (115 ) Total net periodic benefit cost $ (283 ) $ (248 ) $ (933 ) Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ -- $ -- $ -- Net (gain) or loss for the period 317 (316 ) (1,333 ) Amortization of prior service costs -- 12 973 Amortization of net gain or (loss) 361 333 115 Total recognized in other comprehensive income (expense) $ 678 $ 29 $ (245 ) Total recognized in net periodic benefit cost and other comprehensive income $ 395 $ (219 ) $ (1,178 ) Weighted average assumptions used: Discount rate 4.50 % 4.80 % 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) 7.20%/10.00 % 6.75%/10.00 % 7.00%/20.00 % Ultimate rate (Pre-65/Post-65) 4.50%/4.50 % 4.50%/5.00 % 4.50%/5.00 % Year the ultimate rate is reached (Pre-65/Post-65) 2025/2025 2025/2022 2025/2022 Measurement date December 31, 2017 December 31, 2016 December 31, 2015 Impact of one - Increase Decrease Effect on service cost and interest cost $ 4 $ (3 ) Effect on post-retirement benefit obligation $ 78 $ (61 ) 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 December 31, 2017 2016 2015 Change in medical plan related benefit obligation: Medical plan related benefit obligation at beginning of period $ 1,550 $ 1,781 $ 2,977 Service cost 9 12 29 Interest cost 69 85 126 Benefits paid (9 ) (12 ) (18 ) Change in medical plan provisions -- -- -- Actuarial loss (gain) 317 (316 ) (1,333 ) Benefit medical plan related obligation end of period $ 1,936 $ 1,550 $ 1,781 Change in plan assets: Fair value of plan assets at beginning of period $ -- $ -- $ -- Employer contribution 9 12 18 Benefits paid (9 ) (12 ) (18 ) Fair value of plan assets at end of period $ -- $ -- $ -- Medical plan $ (1,936 ) $ (1,550 ) $ (1,781 ) As of December 31, 2017 2016 2015 Amounts recognized in statement of financial position: Current liabilities $ (58 ) $ (37 ) $ (40 ) Non-current liabilities (1,878 ) (1,513 ) (1,741 ) Net amount recognized $ (1,936 ) $ (1,550 ) $ (1,781 ) Weighted average assumptions used: Discount rate 3.80 % 4.50 % 4.80 % 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) 8.30%/11.10 % 7.20%/10.00 % 6.75%/10.00 % Ultimate rate (pre 65/ post 65) 4.50%/4.50 % 4.50%/4.50 % 4.50%/5.00 % Year the ultimate rate is reached (pre 65/ post 65) 2027/2027 2025/2025 2025/2022 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 2018 $ 59 2019 73 2020 71 2021 74 2022 77 2023-2027 $ 404 Jazz adopted several changes to the post-retirement medical plan in 2012 that cumulatively reduced its obligations by approximately $3,900. The changes in the plan were implemented through 2015 and included the phase out of spousal coverage, introduction of an employer-paid cap, and acceleration of increases in retiree contribution rates. 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 December 31, 2017 2016 2015 Net periodic benefit cost: Interest cost $ 831 $ 841 $ 798 Expected return on plan assets (1,236 ) (1,154 ) (1,130 ) Amortization of prior service costs 3 3 3 Amortization of net (gain) or loss 55 34 31 Total net periodic benefit cost $ (347 ) $ (276 ) $ (298 ) Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ -- $ -- $ -- Net (gain) or loss for the period (1,303 ) 736 6 Amortization of prior service costs (3 ) (3 ) (3 ) Amortization of net gain or (loss) (55 ) (34 ) (31 ) Total recognized in other comprehensive income (expense) $ (1,361 ) $ 699 $ (28 ) Total recognized in net periodic benefit cost and other comprehensive income (expense) $ (1,708 ) $ 423 $ (326 ) Weighted average assumptions used: Discount rate 4.30 % 4.60 % 4.20 % Expected return on plan assets 6.20 % 6.20 % 6.20 % Rate of compensation increases N/A N/A N/A Year ended December 31, 2017 2016 2015 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 $ 0 $ 54 $ 33 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 December 31, 2017 2016 2015 Change in benefit obligation: Benefit obligation at beginning of period $ 19,672 $ 18,605 $ 19,304 Interest cost 831 841 798 Benefits paid (548 ) (496 ) (451 ) Change in plan provisions -- -- -- Actuarial loss (gain) 674 722 (1,046 ) Benefit obligation end of period $ 20,629 $ 19,672 $ 18,605 Change in plan assets: Fair value of plan assets at beginning of period $ 19,871 $ 18,526 $ 18,134 Actual return on plan assets 3,212 1,141 78 Employer contribution 700 700 765 Benefits paid (548 ) (496 ) (451 ) Fair value of plan assets at end of period $ 23,235 $ 19,871 $ 18,526 Funded status $ 2,606 $ 199 $ (79 ) Amounts recognized in statement of financial position: Non-current assets $ 2,606 $ 199 $ -- Non-current liabilities -- -- (79 ) Net amount recognized $ 2,606 $ 199 $ (79 ) Weighted average assumptions used: Discount rate 3.70 % 4.30 % 4.60 % 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 2018 $ 764 2019 850 2020 935 2021 998 2022 1,058 2023-2027 $ 5,865 The plan’s assets measured at fair value on a recurring basis consisted of the following as of December 31, 2017: Level 1 Level 2 Level 3 Investments in mutual funds $ -- $ 23,235 $ -- Total plan assets at fair value $ -- $ 23,235 $ -- Level 1 Level 2 Level 3 Investments in mutual funds $ - $ 19,871 $ - Total plan assets at fair value $ - $ 19,871 $ - Jazz’s pension plan weighted average asset allocations on December 31, 2017, by asset category are as follows: Asset Category December 31, 2017 Target allocation 2018 Equity securities 61 % 60 % Debt securities 39 % 40 % 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, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 - A. Liens (1) Banks Loans and Capital Leases For liens relating to Jazz Credit Line Agreement, see Note 12C. For liens under TPSCo 2015 Term Loan agreement see Note 12D. For liens relating to TJT term loan, see Note 12E. For liens under the capital lease agreements see Note 15C. (2) Approved Enterprise Status Floating liens are registered in favor of the State of Israel on substantially all of Tower’s assets under the Investment Center’s approved enterprise status program. 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, 2017. Jazz leases its fabrication facilities under operational 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, (i) Jazz secured various contractual safeguards designed to limit and mitigate any adverse impact of construction activities on its fabrication operations; and (ii) set forth certain obligations of Jazz and the landlord, including certain noise abatement actions at the fabrication facility. The landlord has made claims that Jazz’s noise abatement efforts are not adequate under the terms of the amended lease. Jazz does not agree and is disputing these claims. Aggregate rental expenses under Jazz operating leases were approximately $2,800, $2,800 and $3,000 for the years ended December 31, 2017, 2016 and 2015, respectively. Future minimum payments for Jazz’s non-cancelable operating building leases are approximately $2,800 for each of the years 2018 through 2019, approximately $2,400 for each of the years 2020 through 2021 and approximately $500 thereafter. In 2014, TPSCo entered into a five-year operational lease agreement with Panasonic to lease the building and facilities of its three 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 thereunder prior to the expiration thereof and the fair market prices existing at the time of the extension. Future minimum payments under TPSCo’s non-cancelable operating building and facilities lease are $14,075 and $3,518 for the year 2018 and the first quarter of 2019 (end of the lease term), respectively. In addition, certain of the Company’s subsidiaries entered into capital lease agreements for certain machinery and equipment required at the fabrication facilities for a period of up to 5 years with an option to buy each or all of the machinery and equipment after 3 years from the start of the lease period at 40% of their original value. The lease agreements contain annual interest rate of 1.85% and the assets under the lease agreements are pledged to JA Mitsui until the time at which the respective subsidiary will buy the assets. The obligations under the capital lease agreement are guaranteed by Tower except for TPSCo’s obligations under its capital lease agreements. As of December 31, 2017 the outstanding capital lease liability was $15,854 of which $3,032 were included in current maturities. As of December 31, 2017, the minimum lease payments under capital leases, are $3,032 for the year ending December 31, 2018, $3,538 for the year ending December 31, 2019, $ 3,377 for the year ending December 31, 2020, and $5,907 for the year ending December 31, 2021 D. Other Agreements The Company enters from time to time, in the ordinary course of business, 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. An engagement in relation to a new fabrication facility planned to be built in China. In 2017, the Company, Tacoma Technology Ltd. and Tacoma (Nanjing) Semiconductor Technology Co., Ltd. (collectively known as “Tacoma”), signed a framework agreement regarding a new 8-inch fabrication facility planned to be established in Nanjing, China. The framework agreement includes a binding phase under which the Company should deliver technological licenses and consultation services (mainly training) for a consideration of $18,000, net. This phase came into force upon the receipt by the Company of the $18,000, net, which has been fully received in August 2017. By December 31, 2017 the Company delivered the licenses and completed the related services. According to the terms of the framework agreement, it was agreed that the Company will provide additional technological licenses and expertise together with operational and integration consultation, at terms and milestones to be further discussed discussions by the parties. The framework agreement further specify capacity allocation to the Company of up to 50% of the targeted 40,000 wafers per month fab capacity, in order to provide the Company with additional manufacturing capability and capacity. G. 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, 2017 and hence repayment of the grant is considered remote. For details in regard to Investment Center grants, see Note 8B. H. Litigation In 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, 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. In July 2016, the US court-appointed lead plaintiff voluntarily withdrew the action and the US court approved the voluntary dismissal of the class action in the US. In February 2018, the Israeli court granted the Company’s motion to dismiss as the Israeli plaintiff did not meet the required burden of proof. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 16 - A. Description of Ordinary Shares As of December 31, 2017, Tower had 150 million authorized ordinary shares, par value NIS 15.00 each, of which approximately 98 million were issued and outstanding. 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. Equity Incentive Plans (1) General The Company has granted to its employees and directors options and Restricted Stock Units (“RSUs”) to purchase ordinary shares under several share incentive 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, (i) the exercise price of options will not be lower than the nominal value of the shares and will equal 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 thirty trading days immediately prior to the date of grant; (ii) vest over one to four year period according to various vesting schedules, and (iii) are not exercisable beyond seven or ten years from the grant date. Except for those share incentive plans described below, as of December 31, 2017 and December 31, 2016, respectively, there were approximately 57 thousands and 640 thousands options outstanding under the Company’s share incentive plans (the "Old Plans”). No further options may be granted under Old Plans. (2) Tower’s 2013 Share Incentive Plan (the "2013 Plan") In 2013, the Company adopted a new share incentive plan for directors, officers, and employees of the Company. 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-year period and are not exercisable beyond seven years from the grant date. Under the 2013 Plan, the Company granted in 2017 and 2016 a total of 819 thousands and 568 thousands options and RSUs, respectively, to its employees and directors (including the below described grants to the CEO and Chairman) vesting over up to a three-year period. The Company measures compensation expenses of the RSUs based on the closing market price of the ordinary shares immediately prior to the date of grant and is amortizing it through the applicable vesting period. In June 2017, the Company’s shareholders approved the following equity awards to the Company’s CEO, chairman of the Board and board directors under the 2013 Share Incentive Plan: (i) 85 thousands time vested RSUs and 97 thousands performance-based RSUs to the CEO, for a total compensation value of $4,500; (ii) 12 thousands time vested RSUs to the chairman of the board of directors for a total compensation value of $300; and (iii) 3 thousands time vested RSUs to each of the members of the board of directors (other than to the Chairman and the CEO), for a total compensation value of $600. In June 2016, the Company’s shareholders approved the following equity awards to the Company’s CEO, chairman of the board and board directors under the 2013 Share Incentive Plan: (i) 198 thousands options, 31 thousands time vested RSUs and 16 thousands performance-based RSUs to the CEO, for a total compensation value of $1,360; (ii) 25 thousands time vested RSUs to the chairman of the board of directors for a total compensation value of $300; and (iii) 10 thousands options to a new external director and 3 thousands time vested RSUs to each of two new other directors, for a total compensation value of $127. As of December 31, 2017, approximately 523 thousands options and 1,246 thousands RSUs were outstanding under the 2013 Plan. As of December 31, 2016, approximately 1,635 thousands options and 1,009 thousands RSUs were outstanding under the 2013 Plan. Further grants may be approved subject to compensation committee, board of directors and shareholders’ approval as may be required by law. (3) Summary of the Status of all the Company’s Employees’ and Directors’ Share Incentive Plans i. Share Options awards: 2017 2016 2015 Number Weighted average exercise price Number Weighted average exercise price Number Weighted average exercise price Outstanding as of beginning of year 2,278,089 $ 9.92 5,878,270 $ 6.84 7,537,219 $ 6.37 Granted -- 0.00 207,890 12.19 100,000 16.92 Exercised (1,611,489 ) 9.27 (3,649,754 ) 4.82 (1,620,056 ) 4.94 Terminated (77,292 ) 25.89 (97,063 ) 21.34 (26,777 ) 22.28 Forfeited (9,123 ) 8.06 (61,254 ) 7.25 (112,116 ) 8.30 Outstanding as of end of year 580,185 9.64 2,278,089 9.92 5,878,270 6.84 Options exercisable as of end of year 459,662 $ 8.51 1,606,983 $ 10.19 2,606,704 $ 8.93 ii. RSU awards: 2017 2016 2015 Number Weighted Average Fair Value Number Weighted Average Fair Value Number Weighted Average Fair Value Outstanding as of beginning of year 1,009,184 $ 14.62 773,200 $ 15.11 -- $ -- Granted 818,856 24.88 359,643 12.83 783,700 15.11 Exercised (553,241 ) 14.71 (86,847 ) 11.45 -- -- Forfeited (28,910 ) 16.42 (36,812 ) 14.73 (10,500 ) 15.15 Outstanding as of end of year 1,245,889 21.29 1,009,184 14.62 773,200 15.11 RSU exercisable as of end of year -- $ -- -- $ -- -- $ -- (4) Summary of Information about Employees’ Share Incentive Plans The following table summarizes information about employees’ share options outstanding as of December 31, 2017: Outstanding as of December 31, 2017 Exercisable as of December 31, 2017 Range of exercise prices Number outstanding Weighted average remaining contractual life (in years) Weighted average exercise price Number exercisable Weighted average exercise price $ 4.42-21.30 580,185 3.79 $ 9.64 459,662 $ 8.51 Year ended December 31, 2017 2016 2015 The intrinsic value of options exercised $ 26,031 $ 40,314 $ 15,374 The original fair value of options exercised $ 7,202 $ 16,711 $ 3,721 Year ended December 31, 2017 2016 2015 The intrinsic value of RSU's exercised $ 12,996 $ 1,177 $ -- The original fair value of RSU's exercised $ 8,138 $ 994 $ -- Stock-based compensation expenses were recognized in the Statement of Operations as follows: Year ended December 31, 2017 2016 2015 Cost of goods $ 3,084 $ 3,920 $ 2,214 Research and development, net 2,555 2,119 1,905 Marketing, general and administrative 6,010 3,367 3,421 Total stock-based compensation expense $ 11,649 $ 9,406 $ 7,540 (5) Weighted Average Grant-Date Fair Value of Options Granted to Employees The weighted average grant-date fair value of the options granted during 2016 and 2015 to employees and directors amounted to $4.20 and $7.16 per option, respectively (no options were granted in 2017). The Company utilizes the Black-Scholes model. The Company estimated the fair value, utilizing the following assumptions for the years 2016 and 2015 (all in weighted averages): 2016 2015 Risk-free interest rate 0.9%-1.3% 1.2%-1.4% Expected life of options 4.60 years 4.75 years Expected annual volatility 47%-48% 47% Expected dividend yield none none Risk free interest rate is based on yield curve rates published by the U.S. 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 convertible into approximately 1.2 million ordinary shares as of December 31, 2017, 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, 2017, Bank Ha’poalim was the sole holder of such capital notes. As of December 31, 2017 and 2016, the Israeli Banks held a total of approximately 0.5 million warrants exercisable until December 2018, at various exercise prices ranging between $10.5 and $92.55 per share. D. Treasury Stock During 1999 and 1998, the Company funded the purchase by a trustee of an aggregate of 86,667 of Tower’s ordinary shares. These shares are classified as treasury shares. E. Dividend Restriction Tower is subject to the restrictions under the Israeli Companies Law, 1999. In addition, Tower is subject to limitations under Series G Debentures indenture, which enables to distribute dividends subject to satisfying certain financial ratios. F. Warrants Series 9 As of December 31, 2016, the Company had Warrants Series 9, which were issued in 2013 and exercisable into approximately 2.3 million ordinary shares until July 2017. All of these warrants were exercised into shares during 2017. G. Convertible Debentures With regard to convertible debentures, see Note 11C. |
INFORMATION ON GEOGRAPHIC AREAS
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | NOTE 17 - A. Revenues by Geographic Area - as Percentage of Total Revenue Year ended December 31, 2017 2016 2015 USA 52 % 49 % 44 % Japan 32 36 41 Asia * 12 12 11 Europe 4 3 4 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; actual delivery may be shipped to other geographic area per customer request. B. Long-Lived Assets by Geographic Area Substantially all of Tower’s long-lived assets are located in Israel, substantially all of Jazz’s and TJT’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, 2017 2016 Israel $ 218,810 $ 215,511 United States 214,393 203,501 Japan 201,921 197,674 Total $ 635,124 $ 616,686 C. Major Customers - as Percentage of Net Accounts Receivable Balance Accounts receivable from significant customers representing 10% or more of the net accounts receivable balance as of December 31, 2017 and 2016, consist of the following customers: As of December 31, 2017 2016 Customer 1 13 % 23 % Customer 2 9 % 15 % D. Major Customers - as Percentage of Total Revenue Year ended December 31, 2017 2016 2015 Customer A 30 % 35 % 40 % Customer B 12 12 13 Other customers * 15 14 6 * Represents sales to two customers accounted for 7% and 8% of sales during 2017, to two customers accounted for 5% and 9% of sales during 2016 and to one customer accounted for 6% during 2015. |
INTEREST EXPENSES, NET AND OTHE
INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET | NOTE 18 - INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET A. Interest Expense, Net Interest expense net, for the years ended December 31, 2017, 2016 and 2015 were $7,840, $11,857 and $13,179, respectively. B. Other Financing Expense, Net Other financing expense, net consists of the following: Year ended December 31, 2017 2016 2015 Jazz Notes amortization $ 4,230 $ 3,571 $ 3,015 Changes in fair value (total level 3 changes in fair value of bank loans) -- 7,900 16,092 Series G Debentures amortization, related rate differences and hedging results 2,738 1,901 -- Debentures Series F accretion and amortization including accelerated accretion -- 150 87,973 Exchange rate differences 6 (3,768 ) 1,056 Others 633 2,738 1,794 $ 7,607 $ 12,492 $ 109,930 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 19 - INCOME TAXES A. Tower Approved Enterprise Status and Statutory Income Rates Substantially all of Tower’s existing facilities and other capital investments made through 2012 have been granted approved enterprise status, as provided by the Law for the Encouragement of Capital Investment (“Investments Law”). Tower as an industrial company located in Migdal Ha’emek may elect the Preferred Enterprise regime to apply to it under the Investment Law. The election is irrevocable. Under the Preferred Enterprise Regime, Towers Income not eligible for Preferred Enterprise benefits is taxed at the regular corporate tax rate, which was 25% in 2016 and 26.5% in 2015 and 2014. Under an Amendment to the Income Tax Ordinance enacted in December 2016 the regular corporate tax rate was reduced to 24% in 2017 and 23% in 2018 and thereafter. B. Income Tax Provision Year ended December 31, 2017 2016 2015 Current tax expense (benefit): Local $ 3,622 $ -- $ -- Foreign (*) 6,070 5,948 (8,473 ) Deferred tax expense (benefit): Local (see F below) (82,370 ) -- -- Foreign(*) (see E below) (27,210 ) (4,516 ) (3,805 ) Income tax expense (benefit) $ (99,888 ) $ 1,432 $ (12,278 ) Year ended December 31, 2017 2016 2015 Profit (loss) before taxes: Domestic $ 198,008 $ 168,668 $ (59,797 ) Foreign (*) 3,760 41,930 18,392 Total profit (loss) before taxes $ 201,768 $ 210,598 $ (41,405 ) (*) Foreign are provisions related to Tower’s Japanese and US subsidiaries. C. Components of Deferred Tax Asset/Liability The following is a summary of the components of the deferred tax assets liabilities As of December 31, 2017 2016 Net deferred tax asset Net operating loss carryforward $ - $ 797 Employees benefits and compensation - 3,895 Others - 5,480 - 10,172 Valuation allowance, see F below - (3,014 ) Total net current deferred tax asset $ - $ 7,158 As of December 31, 2017 2016 Deferred tax asset and liability - long-term: Deferred tax assets: Net operating loss carryforward $ 103,197 $ 306,496 Employees benefits and compensation 4, 895 2,405 Accruals and reserves 2,415 - Research and development 1,707 1,940 Others 6,129 3,403 118,343 314,244 Valuation allowance, see F below (5,807 ) (279,898 ) Deferred tax assets $ 112, 536 $ 34,346 Deferred tax liabilities Depreciation and amortization ( 77,092 ) (96,242 ) Gain (15,957 ) (30,653 ) Others ( 559 ) (2,684 ) Deferred tax liabilities $ (93,608 ) $ (129,579 ) Presented in long term deferred tax assets $ 82,852 $ -- Presented in long term deferred tax liabilities $ ( 63,924 ) $ (95,233 ) (*) deferred Israeli (**) In 2017 , D. Unrecognized Tax Benefit A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Unrecognized tax benefits Balance at January 1, 2017 $ 8,969 Additions for tax positions 8,753 Reduction of prior years’ provision (2,436 ) Balance at December 31, 2017 $ 15,286 Unrecognized tax benefits Balance at January 1, 2016 $ 13,538 Additions for tax positions of current year 157 Expiration of prior years’ provision due to TJP closure (6,472 ) Additions for tax positions of prior years 779 Translation differences 967 Balance at December 31, 2016 $ 8,969 Unrecognized tax benefits Balance at January 1, 2015 $ 24,961 Reduction in (623 ) Reduction due to (10,758 ) Translation differences (42 ) Balance at December 31, 2015 $ 13,538 E. Effective Income Tax Rates In December 2017, the Tax Cut and Jobs Act (the “Act”) Act , Jazz and TJT are Act the believe the Act The reduction in the U.S. federal corporate income tax rate reduced Tower US Holdings’ deferred tax liabilities, net by $12,970, which is recorded in the income tax benefit in the statement of operations for the twelve months ended December 31, 2017. The Company believes this is a reasonable estimate of the reform tax effect; however, it is still analyzing certain aspects of the Act and may refine its calculations as additional guidance is issued by the IRS or other standard-setting entities. The SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Act, for which the accounting under ASC 740, Income Taxes, is incomplete but is able to determine a reasonable estimate. The SAB afforded a measurement period in which refinement of the calculations to the estimated tax effects will be included in the period in which it was determined. The reconciliation of the statutory tax rate to the effective tax rate is as follows: Year ended December 31, 2017 2016 2015 Tax expense (benefit) computed at statutory rates, see (*) $ 48,433 $ 52,650 $ (10,972 ) Effect of tax rate change on deferred tax liabilities, net (**) (16, 078 ) -- -- Effect of different tax rates in different jurisdictions and Preferred Enterprise Benefit ( 33,298 ) (4,772 ) 6,108 Gain on acquisition -- (10,450 ) -- Tax benefits for which deferred taxes were not recorded, see F ( 15,103 ) (23,489 ) 11,687 Change in Valuation allowance, see F (82,772 ) (6,212 ) (11,153 ) Permanent differences and other, net ( 1,070 ) (6,295 ) (7,948 ) Income tax expense (benefit) $ (99,888 ) $ 1,432 $ (12,278 ) (*) The tax expense (benefit) was computed based on Tower’s regular corporate tax rate of 24% for 2017, 25% for 2016 and 26.5% for 2015 (**) F. Net Operating Loss Carryforward Tower has net operating loss carryforward for tax purposes of approximately $1,200,000, which may be carried forward indefinitely. For the year ended December 31, 2016 Tower established a valuation allowance for deferred tax assets (see C above) as it was unable to conclude that it is more-likely-than-not that such deferred tax assets will be realized. As of December 31, 2017 Tower concluded that realization of net deferred assets is more likely than not as required by ASC 740-10-30-5(e). Tower considered both positive and negative factors. Positive factors include the Israeli accumulated profit before tax for 2017 and recent years, projections for taxable income in Israel in the near term and the unlimited time for the utilization of the losses carryforward. The negative factors considered include Tower’s history of operating losses, the uncertainty in estimating the future generation of sufficient taxable income in Israel to utilize the loss carryforward The future utilization of Tower US Holdings’ federal net operating loss carryforward to offset future federal 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 carryforward. 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 in its tax return. As of December 31, 2017, Tower US Holdings had federal net operating loss carryforward of approximately $26,000 that will begin to expire in 2022 unless previously utilized. Tower US Holdings made a Water’s Edge election to file its 2016 California return and the next six years of California returns on this basis. As such, Tower US Holdings will not be filing on a world-wide basis for the foreseeable future. As a result of making the election, Tower US Holdings has re-computed the net operating loss carryforward a carryforward since As of December 31, 2017, Tower US Holdings had state net operating loss carryforward forward As of December 31, 2017 and 2016, TPSCo had no net G. Final Tax Assessments Tower possesses final tax assessments through the year 1998. In addition, the tax assessments for the years 1999-2012 are deemed final. Tower US holding is filing the consolidated tax return including Jazz and TJT. Tower US Holdings and its subsidiaries are subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. Tower US Holdings is no longer subject to U.S. federal income tax examinations for 2010 and before, state and local income tax examinations for 2012 2013 During 2016, the U.S. tax authorities commenced a regulatory audit on Tower US Holdings’ tax returns for the years 2011 through 2014. The audit have not been finalized as the financial statements date. TPSCo possesses final tax assessments through the year 2016. |
RELATED PARTIES BALANCES AND TR
RELATED PARTIES BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES BALANCES AND TRANSACTIONS | NOTE 20 - RELATED PARTIES BALANCES AND TRANSACTIONS A. Balances The nature of the relationships involved As of December 31, 2017 2016 Long-term investment Equity investment in a limited partnership $ 66 $ 37 B. Transactions Description of the transactions Year ended December 31, 2017 2016 2015 Cost of revenues Purchase of services and goods from affiliates of a related party. $ -- $ -- $ 13,970 General and Administrative expenses Directors’ fees and reimbursement to directors $ 719 $ 639 $ 234 Other expense (income), net Equity loss (profit) in a limited partnership $ (29 ) $ 13 $ (6 ) |
ADDITIONAL INFORMATION - RECONC
ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS | 12 Months Ended |
Dec. 31, 2017 | |
ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS [Abstract] | |
ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS | NOTE 21 - 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 US GAAP) in the preparation of its financial statements. 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 provides on a voluntary basis a reconciliation from US GAAP to IFRS as detailed below (condensed balance sheet, condensed statement of operations and additional information). IFRS differs in certain significant aspects from US GAAP. The primary differences between US GAAP and IFRS relating to the Company are the accounting for goodwill, financial instruments, pension plans and termination benefits. A. Goodwill Adjustment arising from goodwill of a subsidiary acquired in 2008. The purchase consideration was paid in Tower’s ordinary shares. Under US GAAP, the consideration was measured according to Tower's share price at the transaction announcement date. Under IFRS, the consideration was measured according to Tower's share price at closing date. Accordingly, a lower purchase consideration was measured under IFRS than the purchase consideration measured under US GAAP. Consequently, no purchase price was allocated to goodwill under IFRS. B. Financial Instruments Adjustments arising from allocation of proceeds from issuance of convertible debentures and warrants to liabilities and equity and the subsequent measurement of such liabilities. The adjustment stems primarily from a convertible debt security sold by Tower in 2010, with a conversion ratio that was determined in the third quarter of 2012 based on Tower's share price as of such date. Under ASC 815 and ASC 470-20, the related conversion feature was measured in the third quarter of 2012 based on its intrinsic value and recorded to equity, with a corresponding discount on the debt instrument. Under IAS 39, such conversion feature was bifurcated from its host contract at the date of issuance and measured as a liability at fair value at each cut-off date until the date of determination of the related conversion ratio, at which date such conversion feature was classified to equity. C. Pension Plans Adjustments arising from defined benefit pension arrangements. Under ASC 715, prior years’ service cost, as well as actuarial gains and losses, are recorded in accumulated other comprehensive income, and amortized to the profit and loss statement over time. Under IAS 19, prior years’ service cost is recorded to the profit and loss statement in the period in which the underlying change was executed, while actuarial gains and losses, at the Company's election, are recorded directly to retained earnings with no impact on the profit and loss statement. D. Termination Benefits Adjustment arising from benefit to be granted to certain of the Company’s employees upon termination. Under IAS 19, such benefits are not reflected in the Company's financial statements until termination occurs. Under ASC 712, such benefits are recorded in earlier periods based on probability of occurrence. E. Condensed Balance Sheet in Accordance with IFRS: As of December 31, 2017 US GAAP Adjustments IFRS ASSETS Current assets $ 874,332 $ -- $ 874,332 Property and equipment, net 635,124 -- 635,124 Long-term assets 164,183 (7,000 ) 157,183 Total assets $ 1, 673,639 $ (7,000 ) $ 1, 666,639 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities $ 302,373 $ -- $ 302,373 Long-term liabilities 341,560 (1,152 ) 340,408 Total liabilities 643,933 (1,152 ) 642,781 TOTAL SHAREHOLDERS’ EQUITY 1,029,706 (5,848 ) 1,023,858 Total liabilities and shareholders' equity $ 1, 673,639 $ (7,000 ) $ 1, 666,639 F. Condensed Statement of Operations in Accordance with IFRS: Year ended December 31, 2017 US GAAP Adjustments IFRS OPERATING PROFIT $ 219,842 $ (531 ) $ 219,311 Interest expenses, net (7,840 ) -- (7,840 ) Other financing expense, net (7,607 ) 52 (7,555 ) Other expense, net (2,627 ) -- (2,627 ) Profit before income tax 201,768 (479 ) 201,289 Income tax benefit 99,888 -- 99,888 NET PROFIT 301,656 (479 ) 301,177 Net income attributable to non-controlling interest (3,645 ) -- (3,645 ) NET PROFIT ATTRIBUTABLE TO THE COMPANY $ 298,011 $ (479 ) $ 297,532 G. Reconciliation of Net Profit (Loss) from US GAAP to IFRS: Year ended December 31, 2017 2016 2015 Net profit (loss) in accordance with US GAAP $ 298,011 $ 203,924 $ (29,647 ) Financial instruments 52 143 73,770 Pension plans (308 ) (206 ) (705 ) Termination benefits (223 ) 13 (45 ) Net profit in accordance with IFRS $ 297,532 $ 203,874 $ 43,373 H. Reconciliation of Shareholders’ Equity from US GAAP to IFRS: As of December 31, 2017 2016 Shareholders’ equity in accordance with US GAAP $ 1,029,706 $ 682,614 Financial instruments (185 ) (237 ) Termination benefits 1,337 1,560 Goodwill (7,000 ) (7,000 ) Shareholders’ equity in accordance with IFRS $ 1,023,858 $ 676,937 I. Reconciliation of Goodwill from US GAAP to IFRS: As of December 31, 2017 2016 Goodwill in accordance with US GAAP $ 7,000 $ 7,000 Goodwill (7,000 ) (7,000 ) Goodwill in accordance with IFRS $ -- $ -- J. Reconciliation of Current Maturities of Loans, Leases and Debentures from US GAAP to IFRS: As of December 31, 2017 2016 Current maturities of loans, leases and debentures in accordance with US GAAP $ 105,958 $ 48,084 Financial instruments 185 -- Current maturities of loans, leases and debentures in accordance with IFRS $ 106,143 $ 48,084 K. Reconciliation of Long-Term Debentures from US GAAP to IFRS: As of December 31, 2017 2016 Long-term debentures in accordance with US GAAP $ 128,368 $ 162,981 Financial instruments -- 237 Long-term debentures in accordance with IFRS $ 128,368 $ 163,218 L. Reconciliation of Long-Term Employee Related Liabilities from US GAAP to IFRS: As of December 31, 2017 2016 Long-term employee related liabilities in accordance with US GAAP $ 14,662 $ 14,176 Termination benefits (1,337 ) (1,560 ) Long-term employee related liabilities in accordance with IFRS $ 13,325 $ 12,616 |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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, affect the 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. The Company’s consolidated financial statements include TJT’s results of operations and balance sheet since February 1, 2016. |
Cash and Cash Equivalents, Short-Term Deposits | C. Cash and Cash Equivalents, Short-Term Deposits Cash and cash equivalents consist of cash, bank deposits and short-term investments with original maturities of three months or less. Short-term deposits include bank deposits with original maturities greater than three months and to be matured within 12 months from balance sheet date. |
Marketable securities | D. Marketable securities The Company accounts for investments in debt securities in accordance with ASC 320, "Investments - Debt and Equity Securities". Management determines the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates such determinations at each balance sheet date. Marketable securities classified as "available-for-sale" are carried at fair value, based on quoted market prices. Unrealized gains and losses are reported in a separate component of shareholders' equity in accumulated other comprehensive income (loss) (“OCI”). Gains and losses are recognized when realized, on a specific identification basis, in the Company's consolidated statements of income. The Company's securities are reviewed for impairment in accordance with ASC 320-10-35. If such assets are considered to be impaired, the impairment charge is recognized in earnings when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. Factors considered in making such a determination include the duration and severity of the impairment, the reason for the decline in value, the potential recovery period and the Company's intent to sell, including whether it is more likely than not that the Company will be required to sell the investment before recovery of cost basis. For securities with an unrealized loss that the Company intends to sell, or it is more likely than not that the Company will be required to sell before recovery of their amortized cost basis, the entire difference between amortized cost and fair value is recognized in earnings. For securities that do not meet these criteria, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while declines in fair value related to other factors are recognized in OCI. |
Trade Accounts Receivables - Allowance for Doubtful Accounts | E. Trade Accounts Receivables - Allowance for Doubtful Accounts The allowance for doubtful accounts is computed on the specific identification basis for accounts whose collectability, in the Company’s estimation, is uncertain. As of December 31, 2017 and 2016, the amounts in the allowance for doubtful accounts are immaterial. |
Inventories | F. Inventories The Company applies Accounting Standards Update ( “ ” |
Property and Equipment | G. Property and Equipment The Company accounts for property and equipment in accordance with Accounting Standards Codification (“ASC”) 360 “Accounting for the Property, Plant and Equipment” (“ASC 360”). 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 which are directly related to pre-production test runs of property and equipment that are necessary for preparing such property and equipment for their intended use. Maintenance and repairs are charged to expenses as incurred. Property and equipment are presented net of investment grants received, and less accumulated depreciation. Depreciation is calculated based on the straight-line method over the Company’s estimated useful lives of the assets, as follows: Buildings and building improvements, including facility infrastructure 10-25 years Machinery and equipment, software and hardware 3-15 years Impairment charges, if needed, are determined based on the policy outlined in S below. For Equipment under lease see H below. |
Equipment Lease | H. Equipment Lease The Company determines lease classification based on the criteria established in ASC 840. When the Company determines, based on the criteria, that a lease should be classified as capital lease, an asset and corresponding liability is recognized. Each capital lease is recorded as an asset and an obligation at an amount that is equal to the present value of the minimum lease payments over the lease term. Assets under capital lease are part of property plant and equipment. |
Intangible Assets and Goodwill | I. Intangible Assets and Goodwill The Company accounts for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). Intangible assets include the values assigned to the intangible assets as part of the purchase price allocation made at the time of acquisition of each of Jazz, TPSCo and TJT. Intangible assets are amortized over the expected estimated economic life of the intangible assets commonly used in the industry. Goodwill is not amortized and subject to impairment test. Impairment charges on intangibles or goodwill, if needed, are determined based on the policy outlined in S below. |
Deferred Tax Asset and Other Long-Term Assets, Net | J. Deferred Tax Asset and Other Long-Term Assets, Net Deferred tax asset and other assets include: (i) deferred tax asset as described in Note 19; (ii) fair market value of derivative instrument used in hedging of Debentures Series G, see T below and (iii) prepaid long-term lease payments to the Israel Land Administration (“ILA”) for the land on which the Company’s Israeli fabs are established, net of accumulated amortization over the lease period, see also Note 15C. |
Debentures - Classification of Liabilities and Equity of Convertible Debentures | K. Debentures - Classification of Liabilities and Equity of Convertible Debentures Convertible debentures are evaluated to determine whether they include conversion features or other embedded derivatives that warrant bifurcation. The Company applies ASC 815-40 “Contract in Entity’s Own Equity” in determining whether an instrument that may be settled in Tower’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. |
Revenue Recognition | L. Revenue Recognition The Company’s revenues are generated principally from sales of semiconductor wafers. The Company, to much lesser extent, also derives revenues from design support and other technical and support services incidental to the sale of semiconductor wafers. The vast 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. Generally, delivery occurs after products meet all of the customer’s acceptance criteria based on pre-shipment electronic, functional and quality tests. The Company provides for sales returns allowance relating to specified yield or quality commitments as a reduction of revenues, based on past experience and specific identification of events necessitating an allowance, which has been in immaterial amounts. |
Research and Development | M. 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 | N. Income Taxes The Company accounts for income taxes using an asset and liability approach as prescribed in ASC 7 40-10 “Income Taxes” (“ASC 740-10” The Company evaluates realizability of its deferred tax assets 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 part 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's deferred tax assets are not more-likely-than-not realizable, the Company establishes a valuation allowance, see Note 19E and 19F. ASC 740-10 prescribes a two-step approach for 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's unrecognized income tax benefits. The Company's 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 | O. Earnings (Loss) Per Ordinary Share Basic earnings (loss) per share are calculated in accordance with ASC 260, “Earnings Per Share” ("ASC 260") by dividing profit or loss attributable to ordinary equity holders of Tower (the numerator) by the weighted average number of ordinary shares outstanding during the reported period (the denominator). Diluted earnings per share are 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) | P. Comprehensive Income (Loss) In accordance with ASC 220 “Comprehensive Income” ("ASC 220"), 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) (“OCI”) represents gains and losses that are included in comprehensive income but excluded from net income. |
Functional Currency and Exchange Rate Income (Loss) | Q. Functional Currency and Exchange Rate Income (Loss) The currency of the primary economic environment in which Tower, TJT and Jazz conduct their operations is the U.S. Dollar (“dollar”). Thus, the dollar is their functional and reporting currency. 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 TPSCo, whose functional currency is the Japanese Yen (“JPY”), have been translated into dollars. The assets and liabilities have been translated using the exchange rate in effect as of the balance sheet date. The statement of operations of TPSCo has been translated using the average exchange rate for the reported period. The resulting translation adjustments are charged or credited to OCI. |
Stock-Based Compensation | R. 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 grant. The Company uses the straight-line attribution method to recognize stock-based compensation costs over the vesting period of the grant, except for grants that involve performance criteria, for which an accelerated method is used. |
Impairment of Assets | S. 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, considering the undiscounted cash flows expected from it. If applicable, 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 The Company evaluates goodwill qualitatively for impairment at least annually or whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If the Company determines that a quantitative analysis is necessary, the impairment test for goodwill is currently a two-step process. Step one consists of a comparison of the fair value of a reporting unit against its carrying amount, including the goodwill allocated to each reporting unit. If the carrying amount of the reporting unit is in excess of its fair value, step two requires the comparison. Any excess of the carrying value of the reporting unit’s goodwill over the implied fair value of the reporting unit’s goodwill is recorded as an impairment loss. 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. |
Fair value of Financial Instruments and Fair Value Measurements | T. Fair value of Financial Instruments and Fair Value Measurements ASC 820, "Fair Value Measurements and Disclosures", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments of cash, bank deposits, account receivable and payables and |
Derivatives and hedging | U. Derivatives and hedging Derivative instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as fair value hedges, the gains (losses) are recognized in earnings in the periods of change together with the offsetting losses (gains) on the hedged items attributed to the risk being hedged. For derivative instruments designated as cash flow hedges, the effective portion of the gains (losses) on the derivatives is initially reported as a component of OCI and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. Gains (losses) on derivatives representing either hedge components excluded from the assessment of effectiveness or hedge ineffectiveness are recognized in earnings. For derivative instruments that are not designated as hedges, gains (losses) from changes in fair values are primarily recognized in the same line of the item economically hedged. |
Reclassification and Presentation | V. Reclassification and Presentation Certain amounts in prior years’ financial statements have been reclassified in order to conform to the 2017 presentation. |
Recently Issued Accounting Pronouncements | W. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") amended the existing accounting standards for revenue recognition in Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” ASU 2014-09 is effective January 1, 2018. Early adoption is permitted but not before January 1, 2017. The Company’s assessment did not identify a change in revenue recognition timing on most material revenues streams (mainly wafer production), for which recognition will be at a point in time upon control being transferred to the customers. The Company considered whether control over wafers in production is transferred over time, and reached to conclusion that recognition should be only at a point in time upon completion of production and delivery to customers. The Company provides its customers with other services that are immaterial in scope and/or amount. The Company does not expect any change in the recognition of such services, compared with current standards. The standard will be adopted in fiscal year 2018. The Company elected the modified retrospective approach as the transition method and expects no transition adjustment to its retained earning upon adoption. In January 2016, the FASB issued ASU 2016-01 In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”, In June 2016, the FASB issued ASU 2016-13 “Financial Instruments Credit Losses”. In October 2016 the FASB issued ASU 2016- In November 2016, the FASB issued ASU 2016-18 In January 2017, the FASB issued ASU 2017-04 In May 2017, the FASB issued ASU 2017-09 In August 2017, the FASB issued Accounting Standard Update ("ASU") 2017-12 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Economic Lives | Depreciation is calculated based on the straight-line method over the Company’s estimated useful lives of the assets, as follows: Buildings and building improvements, including facility infrastructure 10-25 years Machinery and equipment, software and hardware 3-15 years |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following: As of December 31, 2017 2016 Raw materials $ 48,220 $ 26,296 Work in process 92,764 105,564 Finished goods 2,331 5,672 $ 143,315 $ 137,532 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of Other Current Assets | Other current assets consist of the following: As of December 31, 2017 2016 Tax authorities receivables $ 9,144 $ 9,620 Deferred tax asset (see Note 19) -- 7,158 Prepaid expenses 11,634 6,610 TJT acquisition related receivable (see Note 3) -- 5,000 Others 738 1,653 $ 21,516 $ 30,041 |
LONG-TERM INVESTMENTS (Tables)
LONG-TERM INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Long-Term Investments | Long-term investments consist of the following: As of December 31, 2017 2016 Severance-pay funds, net $ 13,317 $ 9,909 Long-term interest bearing bank deposit 12,500 12,500 Others 256 3,215 $ 26,073 $ 25,624 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of December 31, 2017 2016 Original cost: Buildings (including facility infrastructure) $ 343,247 $ 333,696 Machinery and equipment 2,282,042 2,093,204 $ 2,625,289 $ 2,426,900 Accumulated depreciation: Buildings (including facility infrastructure) $ (215,515 ) $ (205,604 ) Machinery and equipment (1,774,650 ) (1,604,610 ) $ (1,990,165 ) $ (1,810,214 ) $ 635,124 $ 616,686 |
Schedule of Leased Property Under Capital Leases | The following is the composition of the leased equipment under capital lease agreements included under “Machinery and equipment“ above: As of December 31, 2017 2016 Original cost - Machinery and equipment $ 16,630 $ -- Accumulated depreciation - Machinery and equipment (306 ) -- $ 16,324 $ -- |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets consist of the following as of December 31, 2017: Useful Life (years) Cost Accumulated Amortization Net Technologies 4;5;9 $ 110,310 $ (103,897 ) $ 6,413 Facilities lease 19 33,500 (21,665 ) 11,835 Patents and other core technology rights 9 15,100 (15,100 ) -- Trade name 9 7,612 (7,009 ) 603 Customer relationships 15 2,600 (1,610 ) 990 Others -- 1,000 (1,000 ) -- Total identifiable intangible assets $ 170,122 $ (150,281 ) $ 19,841 Intangible assets consist of the following as of December 31, 2016: Useful Life (years) Cost Accumulated Amortization Net Technologies 4;5;9 $ 109,543 $ (98,354 ) $ 11,189 Facilities lease 19 33,500 (20,377 ) 13,123 Patents and other core technology rights 9 15,100 (13,903 ) 1,197 Trade name 9 7,520 (6,064 ) 1,456 Customer relationships 15 2,600 (1,436 ) 1,164 Others -- 1,000 (1,000 ) -- Total identifiable intangible assets $ 169,263 $ (141,134 ) $ 28,129 |
DEFERRED TAX AND OTHER LONG-T37
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deferred Tax and Other Long-Term Assets | Deferred tax and other long-term assets, net consist of the following: As of December 31, 2017 2016 Deferred tax asset ( see Note 19) $ 82,852 $ -- Prepaid long-term land lease, net (see Note 15C) 3,417 3,537 Fair value of cross currency interest rate swap ( see Note 13D) 18,005 -- Long-term prepaid expenses and others 6,995 910 $ 111,269 $ 4,447 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities, Current [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following: As of December 31, 2017 2016 Interest payable $ 3,160 $ 4,683 2014 Japan Restructuring related payables -- 1,793 Tax authorities payables 8,567 10,342 Others 4,159 7,265 $ 15,886 $ 24,083 |
DEBENTURES (Tables)
DEBENTURES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable [Abstract] | |
Schedule of Maturities of Debentures | As of December 31, 2017 Interest rate 2018 2019 2020 2021 2022 2023 and on Total Debentures Series G (see B below) 2.79% $ -- $ -- $ 38,568 $ 38,568 $ 38,568 $ 19,283 $ 134,987 Jazz’s Notes (see C below) 8% 58,307 -- -- -- -- -- 58,307 Total outstanding principal amounts of debentures $ 58,307 $ -- $ 38,568 $ 38,568 $ 38,568 $ 19,283 $ 193,294 Accretion of carrying amount to principal amount (11,629 ) Carrying amount $ 181,665 |
OTHER LONG-TERM DEBT (Tables)
OTHER LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Loans Payable [Abstract] | |
Schedule of Other Long-Term Debt | As of December 31, 2017 2016 In U.S. Dollars, see also E below $ 40,000 $ 40,000 In JPY, see also D below 98,239 126,376 Total long-term loan from banks - principal amount 138,239 166,376 Deferred issuance costs (1,077 ) (1,344 ) Total long-term loans from banks 137,162 165,032 Capital leases - see Note 15C 15,854 -- Current maturities (52,661 ) (31,869 ) $ 100,355 $ 133,163 |
Schedule of Repayment of Loans | Interest rate 2018 2019 2020 2021 2022 and on Total In U.S Dollars Libor + 2.00% $ 5,714 $ 11,429 $ 11,429 $ 11,428 $ -- $ 40,000 In JPY Tibor + 1.65%-2.00% 43,915 32,747 21,577 -- -- 98,239 Total outstanding principal amounts of loans $ 49,629 $ 44,176 $ 33,006 $ 11,428 $ -- $ 138,239 |
FINANCIAL INSTRUMENTS AND FAI41
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASURMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract] | |
Schedule of Recurring Fair Value Measurements | Recurring Fair Value Measurements Using the Indicated Inputs: December 31, 2017 Quoted prices in active market for identical liability (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Cross currency swap- asset position $ 16,455 $ -- $ 16,455 $ -- Marketable securities held for sale 113,168 113,168 -- -- Foreign exchange forward and cylinders - liability position (169 ) -- (169 ) -- Foreign exchange forward and cylinders - asset position 24 -- 24 -- $ 129,478 $ 113,168 $ 16,310 $ -- December 31, 2016 Quoted prices in active market for identical liability (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Cross currency swap- liability position $ 67 $ -- $ 67 $ -- Foreign exchange forward and cylinders - liability position 976 976 -- $ 1,043 $ -- $ 1,043 $ -- |
Schedule of Liabilities Measured on a Recurring Basis Using Significant Unobservable Inputs | Liabilities measured on a recurring basis using significant unobservable inputs (Level 3): Tower’s Israeli Banks Loans (including current maturities) Others As of January 1, 2016 - at fair value $ 74,955 $ -- principal repayment (82,855 ) -- Total changes in fair value recognized in earnings 7,900 -- As of December 31, 2016 - at fair value $ -- $ -- |
Schedule of Marketable Securities | The following table summarizes amortized costs, gross unrealized gains and losses and estimated fair values of available-for-sale marketable securities as of December 31, 2017: Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Corporate bonds $ 98,998 $ 25 $ (683 ) $ 98,340 Non- U.S government bonds 2,730 -- (19 ) 2,711 Municipal bonds 11,950 15 (96 ) 11,869 Certificate of deposits 248 -- -- 248 $ 113,926 $ 40 $ (798 ) $ 113,168 |
Schedule of Maturities of Marketable Securities | The scheduled maturities of available-for-sale marketable securities as of December 31, 2017 were as follows: Amortized cost Estimated fair value Due within one year $ 7,688 $ 7,679 Due after one year through five years 106,238 105,489 $ 113,926 $ 113,168 |
Schedule of Investments with Continuous Unrealized Losses | Investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values as of December 31, 2017 were as indicated in the following tables: December 31, 2017 Investment with continuous unrealized losses for less than 12 months Investments with continuous unrealized losses for 12 months or greater Total Investments with continuous unrealized losses Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses Corporate debentures $ 89,133 $ (683 ) $ -- $ -- $ 89,133 $ (683 ) Non- U.S government bonds 2,711 (19 ) -- -- 2,711 (19 ) Municipal bonds 8,837 (96 ) -- -- 8,837 (96 ) Total $ 100,681 $ (798 ) $ -- $ -- $ 100,681 $ (798 ) |
EMPLOYEE RELATED LIABILITIES (T
EMPLOYEE RELATED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Postretirement Medical Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Periodic Benefit Cost | 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 December 31, 2017 2016 2015 Net periodic benefit cost: Service cost $ 9 $ 12 $ 29 Interest cost 69 85 126 Amortization of prior service costs -- (12 ) (973 ) Amortization of net (gain) or loss (361 ) (333 ) (115 ) Total net periodic benefit cost $ (283 ) $ (248 ) $ (933 ) Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ -- $ -- $ -- Net (gain) or loss for the period 317 (316 ) (1,333 ) Amortization of prior service costs -- 12 973 Amortization of net gain or (loss) 361 333 115 Total recognized in other comprehensive income (expense) $ 678 $ 29 $ (245 ) Total recognized in net periodic benefit cost and other comprehensive income $ 395 $ (219 ) $ (1,178 ) Weighted average assumptions used: Discount rate 4.50 % 4.80 % 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) 7.20%/10.00 % 6.75%/10.00 % 7.00%/20.00 % Ultimate rate (Pre-65/Post-65) 4.50%/4.50 % 4.50%/5.00 % 4.50%/5.00 % Year the ultimate rate is reached (Pre-65/Post-65) 2025/2025 2025/2022 2025/2022 Measurement date December 31, 2017 December 31, 2016 December 31, 2015 |
Schedule of Impact of One-Percentage-Point Change in Assumed Health Care Cost | Impact of one - Increase Decrease Effect on service cost and interest cost $ 4 $ (3 ) Effect on post-retirement benefit obligation $ 78 $ (61 ) |
Schedule of changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status | 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 December 31, 2017 2016 2015 Change in medical plan related benefit obligation: Medical plan related benefit obligation at beginning of period $ 1,550 $ 1,781 $ 2,977 Service cost 9 12 29 Interest cost 69 85 126 Benefits paid (9 ) (12 ) (18 ) Change in medical plan provisions -- -- -- Actuarial loss (gain) 317 (316 ) (1,333 ) Benefit medical plan related obligation end of period $ 1,936 $ 1,550 $ 1,781 Change in plan assets: Fair value of plan assets at beginning of period $ -- $ -- $ -- Employer contribution 9 12 18 Benefits paid (9 ) (12 ) (18 ) Fair value of plan assets at end of period $ -- $ -- $ -- Medical plan $ (1,936 ) $ (1,550 ) $ (1,781 ) As of December 31, 2017 2016 2015 Amounts recognized in statement of financial position: Current liabilities $ (58 ) $ (37 ) $ (40 ) Non-current liabilities (1,878 ) (1,513 ) (1,741 ) Net amount recognized $ (1,936 ) $ (1,550 ) $ (1,781 ) Weighted average assumptions used: Discount rate 3.80 % 4.50 % 4.80 % 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) 8.30%/11.10 % 7.20%/10.00 % 6.75%/10.00 % Ultimate rate (pre 65/ post 65) 4.50%/4.50 % 4.50%/4.50 % 4.50%/5.00 % Year the ultimate rate is reached (pre 65/ post 65) 2027/2027 2025/2025 2025/2022 |
Schedule of Future Benefit Payments | 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 2018 $ 59 2019 73 2020 71 2021 74 2022 77 2023-2027 $ 404 |
Pension Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Periodic Benefit Cost | 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 December 31, 2017 2016 2015 Net periodic benefit cost: Interest cost $ 831 $ 841 $ 798 Expected return on plan assets (1,236 ) (1,154 ) (1,130 ) Amortization of prior service costs 3 3 3 Amortization of net (gain) or loss 55 34 31 Total net periodic benefit cost $ (347 ) $ (276 ) $ (298 ) |
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 $ -- $ -- $ -- Net (gain) or loss for the period (1,303 ) 736 6 Amortization of prior service costs (3 ) (3 ) (3 ) Amortization of net gain or (loss) (55 ) (34 ) (31 ) Total recognized in other comprehensive income (expense) $ (1,361 ) $ 699 $ (28 ) Total recognized in net periodic benefit cost and other comprehensive income (expense) $ (1,708 ) $ 423 $ (326 ) Weighted average assumptions used: Discount rate 4.30 % 4.60 % 4.20 % Expected return on plan assets 6.20 % 6.20 % 6.20 % Rate of compensation increases N/A N/A N/A |
Schedule of Estimated Amounts in Accumulated Other Comprehensive Income to be Recognized over the Next Fiscal Year | Year ended December 31, 2017 2016 2015 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 $ 0 $ 54 $ 33 |
Schedule of changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status | 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 December 31, 2017 2016 2015 Change in benefit obligation: Benefit obligation at beginning of period $ 19,672 $ 18,605 $ 19,304 Interest cost 831 841 798 Benefits paid (548 ) (496 ) (451 ) Change in plan provisions -- -- -- Actuarial loss (gain) 674 722 (1,046 ) Benefit obligation end of period $ 20,629 $ 19,672 $ 18,605 Change in plan assets: Fair value of plan assets at beginning of period $ 19,871 $ 18,526 $ 18,134 Actual return on plan assets 3,212 1,141 78 Employer contribution 700 700 765 Benefits paid (548 ) (496 ) (451 ) Fair value of plan assets at end of period $ 23,235 $ 19,871 $ 18,526 Funded status $ 2,606 $ 199 $ (79 ) Amounts recognized in statement of financial position: Non-current assets $ 2,606 $ 199 $ -- Non-current liabilities -- -- (79 ) Net amount recognized $ 2,606 $ 199 $ (79 ) Weighted average assumptions used: Discount rate 3.70 % 4.30 % 4.60 % Rate of compensation increases N/A N/A N/A |
Schedule of Future Benefit Payments | 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 2018 $ 764 2019 850 2020 935 2021 998 2022 1,058 2023-2027 $ 5,865 |
Schedule of Weighted Average Asset Allocations | Jazz’s pension plan weighted average asset allocations on December 31, 2017, by asset category are as follows: Asset Category December 31, 2017 Target allocation 2018 Equity securities 61 % 60 % Debt securities 39 % 40 % Total 100 % 100 % |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The plan’s assets measured at fair value on a recurring basis consisted of the following as of December 31, 2017: Level 1 Level 2 Level 3 Investments in mutual funds $ -- $ 23,235 $ -- Total plan assets at fair value $ -- $ 23,235 $ -- Level 1 Level 2 Level 3 Investments in mutual funds $ - $ 19,871 $ - Total plan assets at fair value $ - $ 19,871 $ - |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share Option Activity | 2017 2016 2015 Number Weighted average exercise price Number Weighted average exercise price Number Weighted average exercise price Outstanding as of beginning of year 2,278,089 $ 9.92 5,878,270 $ 6.84 7,537,219 $ 6.37 Granted -- 0.00 207,890 12.19 100,000 16.92 Exercised (1,611,489 ) 9.27 (3,649,754 ) 4.82 (1,620,056 ) 4.94 Terminated (77,292 ) 25.89 (97,063 ) 21.34 (26,777 ) 22.28 Forfeited (9,123 ) 8.06 (61,254 ) 7.25 (112,116 ) 8.30 Outstanding as of end of year 580,185 9.64 2,278,089 9.92 5,878,270 6.84 Options exercisable as of end of year 459,662 $ 8.51 1,606,983 $ 10.19 2,606,704 $ 8.93 |
Schedule of Restricted Shares Units Activity | 2017 2016 2015 Number Weighted Average Fair Value Number Weighted Average Fair Value Number Weighted Average Fair Value Outstanding as of beginning of year 1,009,184 $ 14.62 773,200 $ 15.11 -- $ -- Granted 818,856 24.88 359,643 12.83 783,700 15.11 Exercised (553,241 ) 14.71 (86,847 ) 11.45 -- -- Forfeited (28,910 ) 16.42 (36,812 ) 14.73 (10,500 ) 15.15 Outstanding as of end of year 1,245,889 21.29 1,009,184 14.62 773,200 15.11 RSU exercisable as of end of year -- $ -- -- $ -- -- $ -- |
Schedule of Information about Share Options Outstanding | Outstanding as of December 31, 2017 Exercisable as of December 31, 2017 Range of exercise prices Number outstanding Weighted average remaining contractual life (in years) Weighted average exercise price Number exercisable Weighted average exercise price $ 4.42-21.30 580,185 3.79 $ 9.64 459,662 $ 8.51 Year ended December 31, 2017 2016 2015 The intrinsic value of options exercised $ 26,031 $ 40,314 $ 15,374 The original fair value of options exercised $ 7,202 $ 16,711 $ 3,721 Year ended December 31, 2017 2016 2015 The intrinsic value of RSU's exercised $ 12,996 $ 1,177 $ -- The original fair value of RSU's exercised $ 8,138 $ 994 $ - |
Schedule of Intrinsic and Fair Values for Options Exercised | Stock-based compensation expenses were recognized in the Statement of Operations as follows: Year ended December 31, 2017 2016 2015 Cost of goods $ 3,084 $ 3,920 $ 2,214 Research and development, net 2,555 2,119 1,905 Marketing, general and administrative 6,010 3,367 3,421 Total stock-based compensation expense $ 11,649 $ 9,406 $ 7,540 |
Schedule of Intrinsic and Fair Values for RSU's Exercised | Year ended December 31, 2017 2016 2015 The intrinsic value of options exercised $ 26,031 $ 40,314 $ 15,374 The original fair value of options exercised $ 7,202 $ 16,711 $ 3,721 |
Schedule of Key Information for Option Plans | Year ended December 31, 2017 2016 2015 The intrinsic value of RSU's exercised $ 12,996 $ 1,177 $ -- The original fair value of RSU's exercised $ 8,138 $ 994 $ -- |
Schedule of Stock-Based Compensation Expense in Statement of Operations | Stock-based compensation expenses were recognized in the Statement of Operations as follows: Year ended December 31, 2017 2016 2015 Cost of goods $ 3,084 $ 3,920 $ 2,214 Research and development, net 2,555 2,119 1,905 Marketing, general and administrative 6,010 3,367 3,421 Total stock-based compensation expense $ 11,649 $ 9,406 $ 7,540 |
Schedule of Fair Value of Options Granted | The Company utilizes the Black-Scholes model. The Company estimated the fair value, utilizing the following assumptions for the years 2016 and 2015 (all in weighted averages): 2016 2015 Risk-free interest rate 0.9%-1.3% 1.2%-1.4% Expected life of options 4.60 years 4.75 years Expected annual volatility 47%-48% 47% Expected dividend yield none none |
INFORMATION ON GEOGRAPHIC ARE44
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenues by Geographic Area | Year ended December 31, 2017 2016 2015 USA 52 % 49 % 44 % Japan 32 36 41 Asia * 12 12 11 Europe 4 3 4 Total 100 % 100 % 100 % |
Schedule of Long-Lived Assets by Geographic Area | Substantially all of Tower’s long-lived assets are located in Israel, substantially all of Jazz’s and TJT’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, 2017 2016 Israel $ 218,810 $ 215,511 United States 214,393 203,501 Japan 201,921 197,674 Total $ 635,124 $ 616,686 |
Schedule of Accounts Receivable of Major Customers | Accounts receivable from significant customers representing 10% or more of the net accounts receivable balance as of December 31, 2017 and 2016, consist of the following customers: As of December 31, 2017 2016 Customer 1 13 % 23 % Customer 2 9 % 15 % |
Schedule of Revenues of Major Customers | Year ended December 31, 2017 2016 2015 Customer A 30 % 35 % 40 % Customer B 12 12 13 Other customers * 15 14 6 * Represents sales to 2 different customers accounted for 7% and 8% of sales during 2017, to two different customers accounted for 5% and 9% of sales during 2016 and to one customer accounted for 6% during 2015. |
INTEREST EXPENSES, NET AND OT45
INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Financing Expense | Other financing expense, net consists of the following: Year ended December 31, 2017 2016 2015 Jazz Notes amortization $ 4,230 $ 3,571 $ 3,015 Changes in fair value (total level 3 changes in fair value of bank loans) -- 7,900 16,092 Series G Debentures amortization, related rate differences and hedging results 2,738 1,901 -- Debentures Series F accretion and amortization including accelerated accretion -- 150 87,973 Exchange rate differences 6 (3,768 ) 1,056 Others 633 2,738 1,794 $ 7,607 $ 12,492 $ 109,930 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | Year ended December 31, 2017 2016 2015 Current tax expense (benefit): Local $ 3,622 $ -- $ -- Foreign (*) 6,070 5,948 (8,473 ) Deferred tax expense (benefit): Local (see F below) (82,370 ) -- -- Foreign(*) (see E below) (27,210 ) (4,516 ) (3,805 ) Income tax expense (benefit) $ (99,888 ) $ 1,432 $ (12,278 ) |
Schedule of Profit (Loss) Before Taxes | Year ended December 31, 2017 2016 2015 Profit (loss) before taxes: Domestic $ 198,008 $ 168,668 $ (59,797 ) Foreign (*) 3,760 41,930 18,392 Total profit (loss) before taxes $ 201,768 $ 210,598 $ (41,405 ) (*) Foreign are provisions related to Tower’s Japanese and US subsidiaries. |
Schedule of Deferred Tax Asset/Liability | The following is a summary of the components of the deferred tax assets liabilities As of December 31, 2017 2016 Net deferred tax asset Net operating loss carryforward $ - $ 797 Employees benefits and compensation - 3,895 Others - 5,480 - 10,172 Valuation allowance, see F below - (3,014 ) Total net current deferred tax asset $ - $ 7,158 As of December 31, 2017 2016 Deferred tax asset and liability - long-term: Deferred tax assets: Net operating loss carryforward $ 103,197 $ 306,496 Employees benefits and compensation 4, 895 2,405 Accruals and reserves 2,415 - Research and development 1,707 1,940 Others 6,129 3,403 118,343 314,244 Valuation allowance, see F below (5,807 ) (279,898 ) Deferred tax assets $ 112, 536 $ 34,346 Deferred tax liabilities Depreciation and amortization ( 77,092 ) (96,242 ) Gain (15,957 ) (30,653 ) Others ( 559 ) (2,684 ) Deferred tax liabilities $ (93,608 ) $ (129,579 ) Presented in long term deferred tax assets $ 82,852 $ -- Presented in long term deferred tax liabilities $ ( 63,924 ) $ (95,233 ) (*) deferred Israeli (**) In 2017 , |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Unrecognized tax benefits Balance at January 1, 2017 $ 8,969 Additions for tax positions 8,753 Reduction of prior years’ provision (2,436 ) Balance at December 31, 2017 $ 15,286 Unrecognized tax benefits Balance at January 1, 2016 $ 13,538 Additions for tax positions of current year 157 Expiration of prior years’ provision due to TJP closure (6,472 ) Additions for tax positions of prior years 779 Translation differences 967 Balance at December 31, 2016 $ 8,969 Unrecognized tax benefits Balance at January 1, 2015 $ 24,961 Reduction in (623 ) Reduction due to (10,758 ) Translation differences (42 ) Balance at December 31, 2015 $ 13,538 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the statutory tax rate to the effective tax rate is as follows: Year ended December 31, 2017 2016 2015 Tax expense (benefit) computed at statutory rates, see (*) $ 48,433 $ 52,650 $ (10,972 ) Effect of tax rate change on deferred tax liabilities, net (**) (16, 078 ) -- -- Effect of different tax rates in different jurisdictions and Preferred Enterprise Benefit ( 33,298 ) (4,772 ) 6,108 Gain on acquisition -- (10,450 ) -- Tax benefits for which deferred taxes were not recorded, see F ( 15,103 ) (23,489 ) 11,687 Change in Valuation allowance, see F (82,772 ) (6,212 ) (11,153 ) Permanent differences and other, net ( 1,070 ) (6,295 ) (7,948 ) Income tax expense (benefit) $ (99,888 ) $ 1,432 $ (12,278 ) (*) The tax expense (benefit) was computed based on Tower’s regular corporate tax rate of 24% for 2017, 25% for 2016 and 26.5% for 2015 (**) |
RELATED PARTIES BALANCES AND 47
RELATED PARTIES BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Balances and Transactions | A. Balances The nature of the relationships involved As of December 31, 2017 2016 Long-term investment Equity investment in a limited partnership $ 66 $ 37 B. Transactions Description of the transactions Year ended December 31, 2017 2016 2015 Cost of revenues Purchase of services and goods from affiliates of a related party. $ -- $ -- $ 13,970 General and Administrative expenses Directors’ fees and reimbursement to directors $ 719 $ 639 $ 234 Other expense (income), net Equity loss (profit) in a limited partnership $ (29 ) $ 13 $ (6 ) |
ADDITIONAL INFORMATION - RECO48
ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
ADDITIONAL INFORMATION - RECONCILIATION OF US GAAP TO IFRS [Abstract] | |
Schedule of Condensed Balance Sheet in Accordance with IFRS | As of December 31, 2017 US GAAP Adjustments IFRS ASSETS Current assets $ 874,332 $ -- $ 874,332 Property and equipment, net 635,124 -- 635,124 Long-term assets 164,183 (7,000 ) 157,183 Total assets $ 1, 673,639 $ (7,000 ) $ 1, 666,639 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities $ 302,373 $ -- $ 302,373 Long-term liabilities 341,560 (1,152 ) 340,408 Total liabilities 643,933 (1,152 ) 642,781 TOTAL SHAREHOLDERS’ EQUITY 1,029,706 (5,848 ) 1,023,858 Total liabilities and shareholders' equity $ 1, 673,639 $ (7,000 ) $ 1, 666,639 |
Schedule of Condensed Statement of Operations in Accordance with IFRS | Year ended December 31, 2017 US GAAP Adjustments IFRS OPERATING PROFIT $ 219,842 $ (531 ) $ 219,311 Interest expenses, net (7,840 ) -- (7,840 ) Other financing expense, net (7,607 ) 52 (7,555 ) Other expense, net (2,627 ) -- (2,627 ) Profit before income tax 201,768 (479 ) 201,289 Income tax benefit 99,888 -- 99,888 NET PROFIT 301,656 (479 ) 301,177 Net income attributable to non-controlling interest (3,645 ) -- (3,645 ) NET PROFIT ATTRIBUTABLE TO THE COMPANY $ 298,011 $ (479 ) $ 297,532 |
Schedule of reconciliation of net loss from US GAAP to IFRS | Year ended December 31, 2017 2016 2015 Net profit (loss) in accordance with US GAAP $ 298,011 $ 203,924 $ (29,647 ) Financial instruments 52 143 73,770 Pension plans (308 ) (206 ) (705 ) Termination benefits (223 ) 13 (45 ) Net profit in accordance with IFRS $ 297,532 $ 203,874 $ 43,373 |
Schedule of reconciliation of Shareholders' Equity from US GAAP to IFRS | As of December 31, 2017 2016 Shareholders’ equity in accordance with US GAAP $ 1,029,706 $ 682,614 Financial instruments (185 ) (237 ) Termination benefits 1,337 1,560 Goodwill (7,000 ) (7,000 ) Shareholders’ equity in accordance with IFRS $ 1,023,858 $ 676,937 |
Schedule of reconciliation of Goodwill from US GAAP to IFRS | As of December 31, 2017 2016 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, 2017 2016 Current maturities of loans, leases and debentures in accordance with US GAAP $ 105,958 $ 48,084 Financial instruments 185 -- Current maturities of loans, leases and debentures in accordance with IFRS $ 106,143 $ 48,084 |
Schedule of reconciliation of Long-Term Debentures from US GAAP to IFRS | As of December 31, 2017 2016 Long-term debentures in accordance with US GAAP $ 128,368 $ 162,981 Financial instruments -- 237 Long-term debentures in accordance with IFRS $ 128,368 $ 163,218 |
Schedule of reconciliation of Other Long Term Liabilities from US GAAP to IFRS | As of December 31, 2017 2016 Long-term employee related liabilities in accordance with US GAAP $ 14,662 $ 14,176 Termination benefits (1,337 ) (1,560 ) Long-term employee related liabilities in accordance with IFRS $ 13,325 $ 12,616 |
DESCRIPTION OF BUSINESS AND G49
DESCRIPTION OF BUSINESS AND GENERAL (Details) | Mar. 31, 2014 |
TPSCo [Member] | |
Property, Plant and Equipment [Line Items] | |
Percentage of interests acquired | 51.00% |
SUMMARY OF SIGNIFICANT ACCOUN50
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2017 | |
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] | 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 |
TOWERJAZZ TEXAS INC. ESTABLIS51
TOWERJAZZ TEXAS INC. ESTABLISHMENT (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Feb. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
TJT acquisition related Receivable, see Note 3B | $ 5,000 | |||
Maxim Fabrication Facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Consideration payable through TJT | $ 40,000 | |||
Gain on business acquisition resulting from earn-out mechanism | $ 6,000 | |||
Payment of earn-out mechanism | $ 5,000 | $ 1,000 | ||
Manufacturing agreement term | 15 years |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 48,220 | $ 26,296 |
Work in process | 92,764 | 105,564 |
Finished goods | 2,331 | 5,672 |
Inventory, net, total | 143,315 | 137,532 |
Aggregate inventory write-downs | $ 1,352 | $ 1,391 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Prepaid Expense and Other Assets, Current [Abstract] | |||
Tax authorities receivables | $ 9,144 | $ 9,620 | |
Deferred tax asset (see Note 19) | [1],[2] | 7,158 | |
Prepaid expenses | 11,634 | 6,610 | |
TJT acquisition related receivable (see Note 3) | 5,000 | ||
Others | 738 | 1,653 | |
Other current assets | $ 21,516 | $ 30,041 | |
[1] | In 2017, the Company adopted ASU 2015-17 regarding classification of deferred taxes, prospectively, following which, effective 2017, deferred taxes are not presented as current assets. | ||
[2] | deferred tax assets and liabilities relating to Tower for 2017 are computed based on the Israeli preferred enterprise tax rate of 7.5% and for 2016 are computed based on the effective Israeli statutory tax rate of 20%. |
LONG-TERM INVESTMENTS (Details)
LONG-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Investments, Debt and Equity Securities [Abstract] | ||
Severance pay funds, net | $ 13,317 | $ 9,909 |
Long-term interest bearing bank deposit | 12,500 | 12,500 |
Others | 256 | 3,215 |
Long-term investments, total | $ 26,073 | $ 25,624 |
PROPERTY AND EQUIPMENT, NET (Na
PROPERTY AND EQUIPMENT, NET (Narrative) (Details) ₪ in Thousands, $ in Thousands | 84 Months Ended | |||
Dec. 31, 2012USD ($) | Dec. 31, 2012ILS (₪) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Investment grants | $ 36 | |||
Aggregate investment grants received | $ 285,930 | $ 284,406 | ||
Israel, New Shekels INS [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Investment grants | ₪ | ₪ 145 |
PROPERTY AND EQUIPMENT, NET (Sc
PROPERTY AND EQUIPMENT, NET (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Original cost: | $ 2,625,289 | $ 2,426,900 |
Accumulated depreciation | (1,990,165) | (1,810,214) |
Property and equipment, net | 635,124 | 616,686 |
Buildings and building improvements, including facility infrastructure [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Original cost: | 343,247 | 333,696 |
Accumulated depreciation | (215,515) | (205,604) |
Machinery and equipment, software and hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Original cost: | 2,282,042 | 2,093,204 |
Accumulated depreciation | $ (1,774,650) | $ (1,604,610) |
PROPERTY AND EQUIPMENT, NET (57
PROPERTY AND EQUIPMENT, NET (Schedule of Capital Leased Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Original cost - Machinery and equipment | $ 16,630 | |
Accumulated depreciation - Machinery and equipment | (306) | |
Total, net | $ 16,324 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 170,122 | $ 169,263 |
Accumulated Amortization | (150,281) | (141,134) |
Net | $ 19,841 | $ 28,129 |
Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 4 years | 4 years |
Cost | $ 110,310 | $ 109,543 |
Accumulated Amortization | (103,897) | (98,354) |
Net | $ 6,413 | $ 11,189 |
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 | (21,665) | (20,377) |
Net | $ 11,835 | $ 13,123 |
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 | (15,100) | (13,903) |
Net | $ 1,197 | |
Trade name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 9 years | 9 years |
Cost | $ 7,612 | $ 7,520 |
Accumulated Amortization | (7,009) | (6,064) |
Net | $ 603 | $ 1,456 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 15 years | 15 years |
Cost | $ 2,600 | $ 2,600 |
Accumulated Amortization | (1,610) | (1,436) |
Net | 990 | 1,164 |
Others [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,000 | 1,000 |
Accumulated Amortization | (1,000) | (1,000) |
Net |
DEFERRED TAX AND OTHER LONG-T59
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET (Schedule of Deferred Tax and Other Long-Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Deferred tax asset ( see Note 19) | [1],[2] | $ 82,852 | |
Prepaid long-term land lease, net (see Note 15C) | 3,417 | 3,537 | |
Fair value of cross currency interest rate swap ( see Note 13D) | 18,005 | ||
Long term prepaid expenses and others | 6,995 | 910 | |
Deferred tax and other assets, net | $ 111,269 | $ 4,447 | |
[1] | In 2017, the Company adopted ASU 2015-17 regarding classification of deferred taxes, prospectively, following which, effective 2017, deferred taxes are not presented as current assets. | ||
[2] | deferred tax assets and liabilities relating to Tower for 2017 are computed based on the Israeli preferred enterprise tax rate of 7.5% and for 2016 are computed based on the effective Israeli statutory tax rate of 20%. |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities, Current [Abstract] | ||
Interest payable | $ 3,160 | $ 4,683 |
2014 Japan Restructuring related payables | 1,793 | |
Tax authorities payables | 8,567 | 10,342 |
Others | 4,159 | 7,265 |
Total other current liabilities | $ 15,886 | $ 24,083 |
DEBENTURES (Narrative) (Details
DEBENTURES (Narrative) (Details) $ / shares in Units, ₪ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016USD ($) | Dec. 31, 2017USD ($)item | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017ILS (₪) | Mar. 31, 2014USD ($)$ / shares | |
Debt Instrument [Line Items] | ||||||
Proceeds from non-convertible debentures | $ 55,960 | $ 70,592 | ||||
Debentures Series G [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from non-convertible debentures | $ 115,000 | |||||
Principal amount | $ 135,000 | |||||
Interest rate | 2.79% | 2.79% | ||||
Number of installment payments | item | 7 | |||||
Hedging transactions asset fair value | $ 16,455 | |||||
Debentures Series G [Member] | Israel, New Shekels INS [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | ₪ | ₪ 468,000 | |||||
Jazz's Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal | $ 58,000 | |||||
Principal amount | $ 45,000 | |||||
Interest rate | 8.00% | 8.00% | ||||
Conversion ratio per share | $ / shares | $ 10.07 | |||||
Repurchase amount | $ 10,000 | |||||
Redemption premium (as a percent) | 1.00% | |||||
Debentures Series D [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal | 5,977 | |||||
Debentures Series F [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal | $ 238 |
DEBENTURES (Schedule of Maturit
DEBENTURES (Schedule of Maturities of Debentures) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Repayment schedule (carrying amount): | |
Accretion of carrying amount to principal amount | $ (11,629) |
Carrying amount | $ 181,665 |
Debentures Series G [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 2.79% |
Repayment schedule (carrying amount): | |
2,018 | |
2,019 | |
2,020 | 38,568 |
2,021 | 38,568 |
2,022 | 38,568 |
2023 and on | 19,283 |
Total | $ 134,987 |
Jazz's Notes [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 8.00% |
Repayment schedule (carrying amount): | |
2,018 | $ 58,307 |
2,019 | |
2,020 | |
2,021 | |
2,022 | |
2023 and on | |
Total | 58,307 |
Total outstanding principal amounts of debentures [Member] | |
Repayment schedule (carrying amount): | |
2,018 | 58,307 |
2,019 | |
2,020 | 38,568 |
2,021 | 38,568 |
2,022 | 38,568 |
2023 and on | 19,283 |
Total | $ 193,294 |
OTHER LONG-TERM DEBT (Schedule
OTHER LONG-TERM DEBT (Schedule of Other Long-Term Debt) (Details) - Tower's loans (including current maturities) [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total long-term loans from banks - principal amount | $ 138,239 | $ 166,376 |
Fair value adjustments | ||
Deferred issuance costs | (1,077) | (1,344) |
Total long-term loans from banks | 137,162 | 165,032 |
Capital leases - see Note 15C | 15,854 | |
Current maturities | (52,661) | (31,869) |
Fair value | 100,355 | 133,163 |
U.S. Dollars [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term loans from banks - principal amount | 40,000 | 40,000 |
JPY [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term loans from banks - principal amount | $ 98,239 | $ 126,376 |
OTHER LONG-TERM DEBT (Schedul64
OTHER LONG-TERM DEBT (Schedule of Repayment of Loan) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Total outstanding principal amounts of loans [Member] | |
Repayment schedule (carrying amount): | |
2,018 | $ 49,629 |
2,019 | 44,176 |
2,020 | 33,006 |
2,021 | 11,428 |
2022 and on | |
Total | $ 138,239 |
U.S. Dollars [Member] | |
Debt Instrument [Line Items] | |
Interest rate | Libor + 2.00% |
Repayment schedule (carrying amount): | |
2,018 | $ 5,714 |
2,019 | 11,429 |
2,020 | 11,429 |
2,021 | 11,428 |
2022 and on | |
Total | $ 40,000 |
JPY [Member] | |
Debt Instrument [Line Items] | |
Interest rate | Tibor + 1.65%-2.00% |
Repayment schedule (carrying amount): | |
2,018 | $ 43,915 |
2,019 | 32,747 |
2,020 | 21,577 |
2,021 | |
2022 and on | |
Total | $ 98,239 |
OTHER LONG-TERM DEBT (Credit Li
OTHER LONG-TERM DEBT (Credit Line) (Narrative) (Details) - Jazz [Member] - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2018 | Feb. 29, 2016 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | |||
Term | 5 years | ||
Maximum borrowing amount | $ 70,000 | ||
Borrowing capacity | 58,000 | ||
Letters of credit outstanding amount | $ 1,000 | ||
Maturity date | Dec. 31, 2018 | ||
Subsequent Event [Member] | |||
Line of Credit Facility [Line Items] | |||
Term | 5 years | ||
Borrowing capacity | $ 70,000 | ||
Prime Rate [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 0.25% | ||
Prime Rate [Member] | Minimum [Member] | Subsequent Event [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 0.00% | ||
Prime Rate [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 0.75% | ||
Prime Rate [Member] | Maximum [Member] | Subsequent Event [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 0.50% | ||
LIBOR [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 1.50% | ||
LIBOR [Member] | Minimum [Member] | Subsequent Event [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 1.25% | ||
LIBOR [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 2.00% | ||
LIBOR [Member] | Maximum [Member] | Subsequent Event [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 1.75% |
OTHER LONG-TERM DEBT (Loans to
OTHER LONG-TERM DEBT (Loans to TPSCo from Japanese Institutions) (Narrative) (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Jun. 30, 2014 | Dec. 31, 2017USD ($) | Dec. 31, 2017JPY (¥) | Dec. 31, 2016USD ($) | |
TPSCo [Member] | Term Loan 2014[Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal | $ 33,000 | $ 53,000 | |||
TPSCo [Member] | Term Loan 2014[Member] | TIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread over variable interest rate | 1.65% | ||||
TPSCo [Member] | Term Loan 2014[Member] | JPY [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal | ¥ | ¥ 8,800,000 | ||||
TPSCo [Member] | Term Loan 2015 [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity term | 5 years | ||||
Outstanding principal | $ 65,000 | 73,000 | |||
TPSCo [Member] | Term Loan 2015 [Member] | TIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread over variable interest rate | 2.00% | ||||
TPSCo [Member] | Term Loan 2015 [Member] | JPY [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal | ¥ | ¥ 8,500,000 | ||||
JA Mitsui Leasing Capital Corporation [Member] | Loan to TJT [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal | $ 40,000 | ||||
Basis spread over variable interest rate | 2.00% |
FINANCIAL INSTRUMENTS AND FAI67
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASURMENTS (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of swap in asset position | $ 16,455 | |
Fair value of swap in short-term liabilities | 1,550 | |
Fair value of swap in long-term asset | 18,005 | |
Fair value of swap in liability position (short term) | $ 67 | |
Effective portion of unrealized gains recorded in OCI | 2,758 | 202 |
Effect of hedge on operations | 11,654 | 915 |
Amount of loss expected to be reclassified into earnings currently recorded as other comprehensive income, as a result of the maturity of currently held forward exchange contracts | 1,500 | |
Long term bank deposit amount | 12,500 | 12,500 |
Tower US Holdings [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liability face amount | 48,000 | |
Fair value of derivative liabilities | 169 | |
TPSCo [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liability face amount | 36,000 | |
Fair value of derivative liabilities | 682 | |
Tower and Jazz Debentures [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debentures | 345,000 | 245,000 |
Carrying amount | 182,000 | 163,000 |
Fair value liability face amount | 18,000 | 96,000 |
Fair value of derivative liabilities | $ 294 | |
Fair value of derivative assets | $ 24 |
FINANCIAL INSTRUMENTS AND FAI68
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASURMENTS (Schedule of Recurring Fair Value Measurements) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held for sale | $ 113,168 | |
Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cross currency swap- asset position | 16,455 | |
Cross currency swap liability position | $ (67) | |
Marketable securities held for sale | 113,168 | |
Foreign exchange forward and cylinders - liability position | (169) | (976) |
Foreign exchange forward and cylinders - asset position | 24 | |
Total assets and liabilities | 129,478 | (1,043) |
Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cross currency swap- asset position | ||
Cross currency swap liability position | ||
Marketable securities held for sale | 113,168 | |
Foreign exchange forward and cylinders - liability position | ||
Foreign exchange forward and cylinders - asset position | ||
Total assets and liabilities | 113,168 | |
Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cross currency swap- asset position | 16,455 | |
Cross currency swap liability position | (67) | |
Marketable securities held for sale | ||
Foreign exchange forward and cylinders - liability position | (169) | (976) |
Foreign exchange forward and cylinders - asset position | 24 | |
Total assets and liabilities | 16,310 | (1,043) |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cross currency swap- asset position | ||
Cross currency swap liability position | ||
Marketable securities held for sale | ||
Foreign exchange forward and cylinders - liability position | ||
Foreign exchange forward and cylinders - asset position | ||
Total assets and liabilities |
FINANCIAL INSTRUMENTS AND FAI69
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Unrealized losses recognized in earnings related to outstanding loans held at period end | $ 7,900 | $ 16,092 | |
Tower's loans (including current maturities) [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance - at fair value | 74,955 | ||
Principal repayment | (82,855) | ||
Total changes in fair value recognized in earnings | 7,900 | ||
Ending balance - at fair value | 74,955 | ||
Others [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance - at fair value | |||
Principal repayment | |||
Total changes in fair value recognized in earnings | |||
Ending balance - at fair value |
FINANCIAL INSTRUMENTS AND FAI70
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Marketable Securities) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Estimated fair value | $ 113,168 |
Gross unrealized gains | 40 |
Gross unrealized losses | (798) |
Amortized cost | 113,926 |
Corporate Debentures [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Estimated fair value | 98,340 |
Gross unrealized gains | 25 |
Gross unrealized losses | (683) |
Amortized cost | 98,998 |
Non- U.S government bonds [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Estimated fair value | 2,711 |
Gross unrealized gains | |
Gross unrealized losses | (19) |
Amortized cost | 2,730 |
Municipal bonds [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Estimated fair value | 11,869 |
Gross unrealized gains | 15 |
Gross unrealized losses | (96) |
Amortized cost | 11,950 |
Certificate of deposits [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Estimated fair value | 248 |
Gross unrealized gains | |
Gross unrealized losses | |
Amortized cost | $ 248 |
FINANCIAL INSTRUMENTS AND FAI71
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Maturities of Marketable Securities) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract] | |
Due within one year, Amortized cost | $ 7,688 |
Due after one year through five years maturities, Amortized cost | 106,238 |
Due within one year, Estimated fair value | 7,679 |
Due after one year through five years maturities, Estimated fair value | 105,489 |
Amortized cost | 113,926 |
Estimated fair value | $ 113,168 |
FINANCIAL INSTRUMENTS AND FAI72
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Investments with Continuous Unrealized Losses) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Investments with continuous unrealized losses for less than 12 months, Fair value | $ 100,681 |
Investments with continuous unrealized losses for less than 12 months, Unrealized losses | (798) |
Investments with continuous unrealized losses losses for 12 months or greater, Fair value | |
Investments with continuous unrealized losses losses for 12 months or greater, Unrealized losses | |
Total Investments with continuous unrealized losses, Fair value | 100,681 |
Total Investments with continuous unrealized losses, Unrealized losses | (798) |
Corporate Debentures [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Investments with continuous unrealized losses for less than 12 months, Fair value | 89,133 |
Investments with continuous unrealized losses for less than 12 months, Unrealized losses | (683) |
Investments with continuous unrealized losses losses for 12 months or greater, Fair value | |
Investments with continuous unrealized losses losses for 12 months or greater, Unrealized losses | |
Total Investments with continuous unrealized losses, Fair value | 89,133 |
Total Investments with continuous unrealized losses, Unrealized losses | (683) |
Non- U.S government bonds [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Investments with continuous unrealized losses for less than 12 months, Fair value | 2,711 |
Investments with continuous unrealized losses for less than 12 months, Unrealized losses | (19) |
Investments with continuous unrealized losses losses for 12 months or greater, Fair value | |
Investments with continuous unrealized losses losses for 12 months or greater, Unrealized losses | |
Total Investments with continuous unrealized losses, Fair value | 2,711 |
Total Investments with continuous unrealized losses, Unrealized losses | (19) |
Municipal bonds [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Investments with continuous unrealized losses for less than 12 months, Fair value | 8,837 |
Investments with continuous unrealized losses for less than 12 months, Unrealized losses | (96) |
Investments with continuous unrealized losses losses for 12 months or greater, Fair value | |
Investments with continuous unrealized losses losses for 12 months or greater, Unrealized losses | |
Total Investments with continuous unrealized losses, Fair value | 8,837 |
Total Investments with continuous unrealized losses, Unrealized losses | $ (96) |
EMPLOYEE RELATED LIABILITIES (N
EMPLOYEE RELATED LIABILITIES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Severance pay fund, Israeli employees | $ 10,711 | ||
Long-term employee liabilties, Israeli employees | 12,258 | ||
Israeli employee termination benefits | $ 5,059 | $ 4,345 | $ 3,986 |
Reduction to plan obiligation, USA employees | 3,900 | ||
TPSCo [Member] | |||
Matching contribution (as a percent) | 10.00% | ||
Employee contribution (as a percent) | 1.00% | ||
Cost recognized | $ 6,706 | $ 7,015 | $ 6,823 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Postretirement Medical Plan [Member] | |||
Net periodic benefit cost | |||
Service cost | $ 9 | $ 12 | $ 29 |
Interest cost | 69 | 85 | 126 |
Amortization of prior service costs | (12) | (973) | |
Amortization of net (gain) or loss | (361) | (333) | (115) |
Total net periodic benefit cost | (283) | (248) | (933) |
Other changes in plan assets and benefits obligations recognized in other comprehensive income | |||
Prior service cost for the period | |||
Net (gain) or loss for the period | 317 | (316) | (1,333) |
Amortization of prior service costs | 12 | 973 | |
Amortization of net gain or (loss) | 361 | 333 | 115 |
Total recognized in other comprehensive income (expense) | 678 | 29 | (245) |
Total recognized in net periodic benefit cost and other comprehensive income | $ 395 | $ (219) | $ (1,178) |
Weighted average assumptions used: | |||
Discount rate | 4.50% | 4.80% | 4.30% |
Expected return on plan assets, USA employees | |||
Rate of compensation increases | |||
Assumed health care cost trend rates: | |||
Measurement date | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Postretirement Medical Plan [Member] | Pre 65 [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for current year | 7.20% | 6.75% | 7.00% |
Ultimate rate | 4.50% | 4.50% | 4.50% |
Year the ultimate rate is reached | 2,025 | 2,025 | 2,025 |
Postretirement Medical Plan [Member] | Post 65 [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for current year | 10.00% | 10.00% | 20.00% |
Ultimate rate | 4.50% | 5.00% | 5.00% |
Year the ultimate rate is reached | 2,025 | 2,022 | 2,022 |
Pension Plan [Member] | |||
Net periodic benefit cost | |||
Interest cost | $ 831 | $ 841 | $ 798 |
Expected return on the plan's assets | (1,236) | (1,154) | (1,130) |
Amortization of prior service costs | 3 | 3 | 3 |
Amortization of net (gain) or loss | 55 | 34 | 31 |
Total net periodic benefit cost | (347) | (276) | (298) |
Other changes in plan assets and benefits obligations recognized in other comprehensive income | |||
Prior service cost for the period | |||
Net (gain) or loss for the period | (1,303) | 736 | 6 |
Amortization of prior service costs | (3) | (3) | (3) |
Amortization of net gain or (loss) | (55) | (34) | (31) |
Total recognized in other comprehensive income (expense) | (1,361) | 699 | (28) |
Total recognized in net periodic benefit cost and other comprehensive income | $ (1,708) | $ 423 | $ (326) |
Weighted average assumptions used: | |||
Discount rate | 4.30% | 4.60% | 4.20% |
Expected return on plan assets, USA employees | 6.20% | 6.20% | 6.20% |
Rate of compensation increases |
EMPLOYEE RELATED LIABILITIES 75
EMPLOYEE RELATED LIABILITIES (Schedule of Impact of One-Percentage Point Change in Assumed Health Care Cost) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Postemployment Benefits [Abstract] | |
Effect on service cost and interest cost, Increase | $ 4 |
Effect on postretirement obligation, Increase | 78 |
Effect on service cost and interest cost, Decrease | (3) |
Effect on postretirement obligation, Decrease | $ (61) |
EMPLOYEE RELATED LIABILITIES 76
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Change in medical plan related benefit obligation: | |||
Change in medical plan provisions | $ (3,900) | ||
Postretirement Medical Plan [Member] | |||
Change in medical plan related benefit obligation: | |||
Medical plan related benefit obligation at beginning of period | $ 1,550 | 1,781 | $ 2,977 |
Service cost | 9 | 12 | 29 |
Interest cost | 69 | 85 | 126 |
Benefits paid | (9) | (12) | (18) |
Change in medical plan provisions | |||
Actuarial loss (gain) | 317 | (316) | (1,333) |
Benefit medical plan related obligation end of period | 1,936 | 1,550 | 1,781 |
Change in plan assets | |||
Fair value of plan assets at beginning of period | |||
Employer contributions | 9 | 12 | 18 |
Benefits paid | (9) | (12) | (18) |
Fair value of plan assets at end of period | |||
Medical plan related net funding | (1,936) | (1,550) | (1,781) |
Pension Plan [Member] | |||
Change in medical plan related benefit obligation: | |||
Medical plan related benefit obligation at beginning of period | 19,672 | 18,605 | 19,304 |
Interest cost | 831 | 841 | 798 |
Benefits paid | (548) | (496) | (451) |
Change in medical plan provisions | |||
Actuarial loss (gain) | 674 | 722 | (1,046) |
Benefit medical plan related obligation end of period | 20,629 | 19,672 | 18,605 |
Change in plan assets | |||
Fair value of plan assets at beginning of period | 19,871 | 18,526 | 18,134 |
Actual return on plan assets | 3,212 | 1,141 | 78 |
Employer contributions | 700 | 700 | 765 |
Benefits paid | (548) | (496) | (451) |
Fair value of plan assets at end of period | 23,235 | 19,871 | 18,526 |
Medical plan related net funding | $ 2,606 | $ 199 | $ (79) |
EMPLOYEE RELATED LIABILITIES 77
EMPLOYEE RELATED LIABILITIES (Schedule of Amounts Recognized in Statement of Financial Position) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Postretirement Medical Plan [Member] | |||
Amounts recognized in statement of financial position: | |||
Current liabilities | $ (58) | $ (37) | $ (40) |
Non-current liabilities | (1,878) | (1,513) | (1,741) |
Net amount recognized | $ (1,936) | $ (1,550) | $ (1,781) |
Weighted average assumptions used: | |||
Discount rate | 3.80% | 4.50% | 4.80% |
Rate of compensation increases | |||
Pension Plan [Member] | |||
Amounts recognized in statement of financial position: | |||
Non-current assets | $ 2,606 | $ 199 | |
Non-current liabilities | (79) | ||
Net amount recognized | $ 2,606 | $ 199 | $ (79) |
Weighted average assumptions used: | |||
Discount rate | 3.70% | 4.30% | 4.60% |
Rate of compensation increases | |||
Pre 65 [Member] | Postretirement Medical Plan [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for next year | 8.30% | 7.20% | 6.75% |
Ultimate rate | 4.50% | 4.50% | 4.50% |
Year the ultimate rate is reached | 2,027 | 2,025 | 2,025 |
Post 65 [Member] | Postretirement Medical Plan [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for next year | 11.10% | 10.00% | 10.00% |
Ultimate rate | 4.50% | 4.50% | 5.00% |
Year the ultimate rate is reached | 2,027 | 2,025 | 2,022 |
EMPLOYEE RELATED LIABILITIES 78
EMPLOYEE RELATED LIABILITIES (Schedule of Future Benefit Payments) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Postretirement Medical Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2,018 | $ 59 |
2,019 | 73 |
2,020 | 71 |
2,021 | 74 |
2,022 | 77 |
2023 - 2027 | 404 |
Pension Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2,018 | 764 |
2,019 | 850 |
2,020 | 935 |
2,021 | 998 |
2,022 | 1,058 |
2023 - 2027 | $ 5,865 |
EMPLOYEE RELATED LIABILITIES 79
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | |||
Prior service cost | $ 3 | $ 3 | $ 3 |
Net actuarial (gain) or loss | $ 0 | $ 54 | $ 33 |
EMPLOYEE RELATED LIABILITIES 80
EMPLOYEE RELATED LIABILITIES (Schedule of Assets Measured at Fair Value) (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 23,235 | 19,871 |
Total assets measured at fair value | 23,235 | 19,871 |
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 |
EMPLOYEE RELATED LIABILITIES 81
EMPLOYEE RELATED LIABILITIES (Schedule of Weighted Average Asset Allocations) (Details) | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 100.00% |
Target allocation 2018 | 100.00% |
Equity Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 61.00% |
Target allocation 2018 | 60.00% |
Debt Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 39.00% |
Target allocation 2018 | 40.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)item | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Jazz [Member] | |||
Operating Leased Assets [Line Items] | |||
Rent expenses | $ 2,800 | $ 2,800 | $ 3,000 |
Future minimum payments of non-cancelable operating building leases | |||
2,018 | 2,800 | ||
2,019 | 2,800 | ||
2,020 | 2,400 | ||
2,021 | 2,400 | ||
Thereafter | $ 500 | ||
TPSCo [Member] | |||
Operating Leased Assets [Line Items] | |||
Lease term | 5 years | 5 years | |
Future minimum payments of non-cancelable operating building leases | |||
2,018 | $ 14,075 | ||
2,019 | 3,518 | ||
Outstanding capital lease liability | $ 15,854 | ||
Annual interest rate on lease | 1.85% | ||
Future minimum lease payments under capital leases | |||
2,018 | $ 3,032 | ||
2,019 | 3,538 | ||
2,020 | 3,377 | ||
2,021 | $ 5,907 | ||
Percentage of lease agreement on machinery and equipment | 40.00% | ||
TPSCo [Member] | Machinery and Equipment [Member] | |||
Future minimum lease payments under capital leases | |||
Capital lease term | 3 years | ||
Tacoma [Member] | |||
Future minimum lease payments under capital leases | |||
Cash received for technological license and consultation | $ 18,000 | ||
Percentage of capacity allocation | 50.00% | ||
Capacity allocation per month | item | 40,000 |
SHAREHOLDERS' EQUITY (Ordinary
SHAREHOLDERS' EQUITY (Ordinary Shares) (Narrative) (Details) - ₪ / shares shares in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Stockholders' Equity Note [Abstract] | ||
Ordinary shares, authorized | 150,000 | 150,000 |
Ordinary shares, par value | ₪ 15 | ₪ 15 |
Ordinary shares, issued | 98,544 | 93,071 |
Ordinary shares, outstanding | 98,458 | 92,985 |
Treasury stock, shares | 86 | 86 |
SHAREHOLDERS' EQUITY (Share Opt
SHAREHOLDERS' EQUITY (Share Option Plans) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 29, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted | 207,890 | 100,000 | ||||
Options granted, exercise price | $ 0 | $ 12.19 | $ 16.92 | |||
Options outstanding | 580,185 | 2,278,089 | 5,878,270 | 7,537,219 | ||
Options outstanding, exercise price | $ 9.64 | $ 9.92 | $ 6.84 | $ 6.37 | ||
Shares exercised | 1,611,489 | 3,649,754 | 1,620,056 | |||
RSU's [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards granted | 818,856 | 359,643 | 783,700 | |||
Awards outstanding | 1,245,889 | 1,009,184 | 773,200 | |||
Old Plans [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding | 57,000 | 640,000 | ||||
2013 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding | 523,000 | 1,635,000 | ||||
2013 Plan [Member] | RSU's [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards outstanding | 1,246,000 | 1,009,000 | ||||
2013 Plan [Member] | CEO, Chairman and directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
2013 Plan [Member] | Employees and directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | 3 years | ||||
Awards granted | 819,000 | 568,000 | ||||
2013 Plan [Member] | Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted | 198,000 | |||||
Compensation cost | $ 4,500 | $ 1,360 | ||||
2013 Plan [Member] | Chief Executive Officer [Member] | Time Vested Restricted Shares Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Non-option equity awards granted | 85,000 | 31,000 | ||||
2013 Plan [Member] | Chief Executive Officer [Member] | Performance-based RSU's [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Non-option equity awards granted | 97,000 | 16,000 | ||||
2013 Plan [Member] | Chairman of the board of directors [Member] | Time Vested Restricted Shares Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Non-option equity awards granted | 12,000 | 25,000 | ||||
Compensation cost | $ 300 | $ 300 | ||||
2013 Plan [Member] | New other directors [Member] | Time Vested Restricted Shares Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Non-option equity awards granted | 3,000 | 3,000 | ||||
Compensation cost | $ 600 | |||||
2013 Plan [Member] | New other directors and new external director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost | $ 127 | |||||
2013 Plan [Member] | New external director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted | 10,000 | |||||
Israeli Banks, Warrants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares exercised | 500,000 | 500,000 | ||||
Israeli Banks, Warrants [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding, exercise price | $ 10.5 | |||||
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) | Dec. 31, 2016shares |
Series 9 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 2,300,000 |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of Share Option Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of share options | |||
Outstanding as of beginning of year | 2,278,089 | 5,878,270 | 7,537,219 |
Granted | 207,890 | 100,000 | |
Exercised | (1,611,489) | (3,649,754) | (1,620,056) |
Terminated | (77,292) | (97,063) | (26,777) |
Forfeited | (9,123) | (61,254) | (112,116) |
Outstanding as of end of year | 580,185 | 2,278,089 | 5,878,270 |
Options exercisable as of end of year | 459,662 | 1,606,983 | 2,606,704 |
Weighted average exercise price | |||
Outstanding as of beginning of year | $ 9.92 | $ 6.84 | $ 6.37 |
Granted | 0 | 12.19 | 16.92 |
Exercised | 9.27 | 4.82 | 4.94 |
Terminated | 25.89 | 21.34 | 22.28 |
Forfeited | 8.06 | 7.25 | 8.30 |
Outstanding as of end of year | 9.64 | 9.92 | 6.84 |
Options exercisable as of end of year | $ 8.51 | $ 10.19 | $ 8.93 |
SHAREHOLDERS' EQUITY (Schedul87
SHAREHOLDERS' EQUITY (Schedule of Restricted Shares Units Activity) (Details) - RSU's [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of RSU's | |||
Outstanding as of beginning of year | 1,009,184 | 773,200 | |
Granted | 818,856 | 359,643 | 783,700 |
Exercised | (553,241) | (86,847) | |
Forfeited | (28,910) | (36,812) | (10,500) |
Outstanding as of end of year | 1,245,889 | 1,009,184 | 773,200 |
RSU exercisable as of end of year | |||
Weighted Average Fair Value | |||
Outstanding as of beginning of year | $ 14.62 | $ 15.11 | |
Granted | 24.88 | 12.83 | 15.11 |
Exercised | 14.71 | 11.45 | |
Forfeited | 16.42 | 14.73 | 15.15 |
Outstanding as of end of year | 21.29 | 14.62 | 15.11 |
RSU's exercisable as of end of year |
SHAREHOLDERS' EQUITY (Schedul88
SHAREHOLDERS' EQUITY (Schedule of Information about Share Options Outstanding) (Details) - $4.42- $13.20 [Member] | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number outstanding | shares | 580,185 |
Outstanding, Weighted-average remaining contractual life | 3 years 9 months 14 days |
Outstanding, Weighted average exercise price | $ 9.64 |
Number exercisable | shares | 459,662 |
Exercisable, Weighted average exercise price | $ 8.51 |
Exercise price, minimum | 4.42 |
Exercise price, maximum | $ 21.30 |
SHAREHOLDERS' EQUITY (Schedul89
SHAREHOLDERS' EQUITY (Schedule of Intrinsic and Fair Values of Options Exercised) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |||
The intrinsic value of options exercised | $ 26,031 | $ 40,314 | $ 15,374 |
The original fair value of options exercised | $ 7,202 | $ 16,711 | $ 3,721 |
SHAREHOLDERS' EQUITY (Schedul90
SHAREHOLDERS' EQUITY (Schedule of Intrinsic and Fair Values of RSU's) (Details) (USD $) - RSU's [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
The intrinsic value of RSU's exercised | $ 12,996 | $ 1,177 | |
The original fair value of RSU's exercised | $ 8,138 | $ 994 |
SHAREHOLDERS' EQUITY (Schedul91
SHAREHOLDERS' EQUITY (Schedule of Stock-Based Compensation Expense in Statement of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
The effect of stock- based compensation on the Statement of Operations is as follow: | |||
Total stock-based compensation expense | $ 11,649 | $ 9,406 | $ 7,540 |
Cost of goods [Member] | |||
The effect of stock- based compensation on the Statement of Operations is as follow: | |||
Total stock-based compensation expense | 3,084 | 3,920 | 2,214 |
Research and development, net [Member] | |||
The effect of stock- based compensation on the Statement of Operations is as follow: | |||
Total stock-based compensation expense | 2,555 | 2,119 | 1,905 |
Marketing, general and administrative [Member] | |||
The effect of stock- based compensation on the Statement of Operations is as follow: | |||
Total stock-based compensation expense | $ 6,010 | $ 3,367 | $ 3,421 |
SHAREHOLDERS' EQUITY (Schedul92
SHAREHOLDERS' EQUITY (Schedule of Fair Value of Options Granted) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | ||
Risk-free interest rate, minimum | 0.90% | 1.20% |
Risk-free interest rate, maximum | 1.30% | 1.40% |
Expected life of options | 4 years 7 months 6 days | 4 years 9 months |
Expected annual volatility | 47.00% | |
Expected annual volatility, minimum | 47.00% | |
Expected annual volatility, maximum | 48.00% | |
Expected dividend yield | ||
Weighted average grant-date fair value | $ 4.20 | $ 7.16 |
INFORMATION ON GEOGRAPHIC ARE93
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Revenues by Geographic Area) (Details) - Geographic Concentration [Member] - Revenue [Member] | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | ||||
Percentage | 100.00% | 100.00% | 100.00% | |
USA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage | 52.00% | 49.00% | 44.00% | |
Japan [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage | 32.00% | 36.00% | 41.00% | |
Asia [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage | [1] | 12.00% | 12.00% | 11.00% |
Europe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage | [1] | 4.00% | 3.00% | 4.00% |
[1] | Represents revenues from individual countries of less than 10% each. |
INFORMATION ON GEOGRAPHIC ARE94
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Long-Lived Assets by Geographic Area) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 635,124 | $ 616,686 |
Israel [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 218,810 | 215,511 |
USA [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 214,393 | 203,501 |
Japan [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 201,921 | $ 197,674 |
INFORMATION ON GEOGRAPHIC ARE95
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Accounts Receivable of Major Customers) (Details) - Accounts Receivable [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Percentage | 13.00% | 23.00% |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Percentage | 9.00% | 15.00% |
INFORMATION ON GEOGRAPHIC ARE96
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Revenues of Major Customers) (Details) - Revenue [Member] | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | 30.00% | 35.00% | 40.00% | |
Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | 12.00% | 12.00% | 13.00% | |
Customer C [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | [1] | 15.00% | 14.00% | 6.00% |
Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | 8.00% | 5.00% | 6.00% | |
Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | 7.00% | 9.00% | ||
[1] | Represents sales to two customers accounted for 7% and 8% of sales during 2017, to two customers accounted for 5% and 9% of sales during 2016 and to one customer accounted for 6% during 2015. |
INTEREST EXPENSES, NET AND OT97
INTEREST EXPENSES, NET AND OTHER FINANCING EXPENSES, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |||
Jazz Notes amortization | $ 4,230 | $ 3,571 | $ 3,015 |
Changes in fair value (total level 3 changes in fair value of bank loans) | 7,900 | 16,092 | |
Series G Debentures amortization, related rate differences and hedging results | 2,738 | 1,901 | |
Debentures Series F accretion and amortization including accelerated accretion | 150 | 87,973 | |
Exchange rate differences | 6 | (3,768) | 1,056 |
Others | 633 | 2,738 | 1,794 |
Other financing expense, net | 7,607 | 12,492 | 109,930 |
Interest expense, net | $ 7,840 | $ 11,857 | $ 13,179 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Tax Credit Carryforward [Line Items] | |||||
Unrecognized tax benefits related to tax return which its statute of limitation may expire in March 2015 | $ (10,758) | ||||
Net operating loss carryforwards | $ 26,000 | ||||
Effective Statutory tax rate | 24.00% | 25.00% | 26.50% | ||
Effect of tax rate reduction benefit due to net deferred tax liabilities | $ 12,970 | ||||
Preferred income subject tax rate | 7.50% | ||||
Minimum [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Effective Statutory tax rate | 21.00% | ||||
Maximum [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Effective Statutory tax rate | 35.00% | ||||
Subsequent Event [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Effective Statutory tax rate | 23.00% | ||||
Tower [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Net operating loss carryforwards | $ 1,200 | ||||
Effective Statutory tax rate | 20.00% | ||||
Jazz [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Net operating loss carryforwards, annual utilization amount | $ 2,100 | ||||
Tower US Holdings [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Net operating loss carryforwards | 107 | ||||
Tower US Holdings [Member] | State and Local Jurisdiction [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Net operating loss carryforwards | $ 27 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income Tax Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Current tax expense (benefit): | ||||
Local | $ 3,622 | |||
Foreign (see E below) | [1] | 6,070 | 5,948 | (8,473) |
Deferred tax expense (benefit): | ||||
Local | (82,370) | |||
Foreign | [1] | (27,210) | (4,516) | (3,805) |
Income tax expense (benefit) | $ (99,888) | $ 1,432 | $ (12,278) | |
[1] | Foreign are provisions related to Tower's Japanese and US subsidiaries. |
INCOME TAXES (Schedule of Profi
INCOME TAXES (Schedule of Profit (Loss) Before Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Profit (loss) before taxes | ||||
Domestic | $ 198,008 | $ 168,668 | $ (59,797) | |
Foreign | [1] | 3,760 | 41,930 | 18,392 |
PROFIT (LOSS) BEFORE INCOME TAX | $ 201,768 | $ 210,598 | $ (41,405) | |
[1] | Foreign are provisions related to Tower's Japanese and US subsidiaries. |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Asset/Liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Net deferred tax asset - current: | |||
Net operating loss carryforward | [1],[2] | $ 797 | |
Employees benefits and compensation | [1],[2] | 3,895 | |
Others | [1],[2] | 5,480 | |
Current deferred tax benefit, gross | [1],[2] | 10,172 | |
Valuation allowance, see F below | [1],[2] | (3,014) | |
Total net current deferred tax asset | [1],[2] | 7,158 | |
Deferred tax assets: | |||
Net operating loss carryforward | [1],[2] | 103,197 | 306,496 |
Employees benefits and compensation | [1],[2] | 4,895 | 2,405 |
Accruals and reserves | [1],[2] | 2,415 | |
Research and development | [1],[2] | 1,707 | 1,940 |
Others | [1],[2] | 6,129 | 3,403 |
Gross deferred tax assets - long-term | [1],[2] | 118,343 | 314,244 |
Valuation allowance, see F below | [1],[2] | (5,807) | (279,898) |
Deferred tax assets | [1],[2] | 112,536 | 34,346 |
Deferred tax liabilities: | |||
Depreciation and amortization | [1],[2] | (77,092) | (96,242) |
Gain on TPSCo acquisition | [1],[2] | (15,957) | (30,653) |
Others | [1],[2] | (559) | (2,684) |
Deferred tax liability | [1],[2] | (93,608) | (129,579) |
Presented in long term deferred tax assets | [1],[2] | 82,852 | |
Presented in long term deferred tax liabilities | [1],[2] | $ (63,924) | $ (95,233) |
[1] | In 2017, the Company adopted ASU 2015-17 regarding classification of deferred taxes, prospectively, following which, effective 2017, deferred taxes are not presented as current assets. | ||
[2] | deferred tax assets and liabilities relating to Tower for 2017 are computed based on the Israeli preferred enterprise tax rate of 7.5% and for 2016 are computed based on the effective Israeli statutory tax rate of 20%. |
INCOME TAXES (Schedule of Recon
INCOME TAXES (Schedule of Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 8,969 | $ 13,538 | $ 24,961 |
Reduction in tax positions of current year | (623) | ||
Additions for tax positions of current year | 8,753 | 157 | |
Reduction of prior years' provision | (2,436) | ||
Expiration of prior years provision due to TJP closure | (6,472) | ||
Additions for tax positions of prior years | 779 | ||
Reduction due to statute of limitation of prior years | (10,758) | ||
Decrease from translation differences | (42) | ||
Translation differences | 967 | ||
Ending balance | $ 15,286 | $ 8,969 | $ 13,538 |
INCOME TAXES (Schedule of Effec
INCOME TAXES (Schedule of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Income Tax Disclosure [Abstract] | ||||
Tax expense (benefit) computed at statutory rates, see (*) below | [1] | $ 48,433 | $ 52,650 | $ (10,972) |
Effect of tax rate change on deferred tax liabilities, net(**) | [2] | (16,078) | ||
Effect of different tax rates in different jurisdictions and Preferred Enterprise Benefit | (33,298) | (4,772) | 6,108 | |
Gain on acquisition | (10,450) | |||
Tax benefits for which deferred taxes were not recorded, see F below | (15,103) | (23,489) | 11,687 | |
Change in Valuation allowance, see F below | (82,772) | (6,212) | (11,153) | |
Permanent differences and other, net | (1,070) | (6,295) | (7,948) | |
Income tax expense (benefit) | $ (99,888) | $ 1,432 | $ (12,278) | |
[1] | The tax expense (benefit) was computed based on Tower's regular corporate tax rate of 24% for 2017, 25% for 2016 and 26.5% for 2015 | |||
[2] | Reduction in tax rates due to the U.S. Tax Reform and reduction in income tax rates in Japan. |
RELATED PARTIES BALANCES AND104
RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |||
Long-term investment | $ 66 | $ 37 | |
Cost of revenues | $ 13,970 | ||
General and Administrative expenses | 719 | 639 | 234 |
Other expense (income), net | $ (29) | $ 13 | $ (6) |
ADDITIONAL INFORMATION - REC105
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
ASSETS | ||||
Current assets, US GAAP | $ 874,332 | $ 697,998 | ||
Current assets, Adjustments | ||||
Current assets, IFRS | 874,332 | 697,998 | ||
Property and equipment, net, US GAAP | 635,124 | 616,686 | ||
Property and equipment, net, Adjustments | ||||
Property and equipment, net, IFRS | 635,124 | 616,686 | ||
Long term assets, US GAAP | 164,183 | 65,200 | ||
Long term assets, Adjustments | (7,000) | (7,000) | ||
Long term assets, IFRS | 157,183 | 58,200 | ||
TOTAL ASSETS | 1,673,639 | 1,379,884 | ||
Total assets, Adjustments | (7,000) | (7,000) | ||
Total assets, IFRS | 1,666,639 | 1,372,884 | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Current liabilities, US GAAP | 302,373 | 247,115 | ||
Current liabilities, Adjustments | ||||
Current liabilities, IFRS | 302,373 | 247,115 | ||
Long-term liabilities, US GAAP | 341,560 | 450,155 | ||
Long-term liabilities, Adjustments | (1,152) | (1,323) | ||
Long-term liabilities, IFRS | 340,408 | 448,832 | ||
TOTAL LIABILITIES | 643,933 | 697,270 | ||
Total liabilities, Adjustments | (1,152) | (1,323) | ||
Total liabilities, IFRS | 642,781 | 695,947 | ||
TOTAL EQUITY | 1,029,706 | 682,614 | $ 385,586 | $ 195,561 |
TOTAL SHAREHOLDERS' EQUITY, Adjustments | (5,848) | (5,677) | ||
TOTAL SHAREHOLDERS' EQUITY, IFRS | 1,023,858 | 676,937 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 1,673,639 | 1,379,884 | ||
Total liabilities and shareholders' equity, Adjustments | (7,000) | (7,000) | ||
Total liabilities and shareholders' equity, IFRS | 1,666,639 | 1,372,884 | ||
Reconciliation of Condensed Statement of Operations from US GAAP to IFRS | ||||
Profit before income tax and excluding other financing expense, net, US GAAP | 219,842 | |||
Profit before income tax and excluding other financing expense, net, Adjustments | (531) | |||
Profit before income tax and excluding other financing expense, net, IFRS | 219,311 | |||
INTEREST EXPENSES, NET, US GAAP | (7,840) | (11,857) | (13,179) | |
INTEREST EXPENSES, NET, Adjustments | ||||
INTEREST EXPENSES, NET, IFRS | (7,840) | |||
Other financing expense, net, US GAAP | (7,607) | (12,492) | (109,930) | |
Other financing expense, net, Adjustments | 52 | |||
Other financing expense, net, IFRS | (7,555) | |||
Other income, net, US GAAP | (2,627) | 9,322 | (190) | |
Other income, net, Adjustments | ||||
Other income, net, IFRS | (2,627) | |||
Profit before income tax expense, US GAAP | 201,768 | 210,598 | (41,405) | |
Profit before income tax expense, Adjustments | (479) | (50) | ||
Profit before income tax expense, IFRS | 201,289 | 210,548 | ||
Income tax benefit, US GAAP | 99,888 | (1,432) | 12,278 | |
Income tax benefit, Adjustments | ||||
Income tax benefit, IFRS | 99,888 | (1,432) | ||
NET PROFIT (LOSS) | 301,656 | 209,166 | (29,127) | |
Profit for the period, Adjustments | (479) | (50) | ||
Profit for the period, IFRS | 301,177 | 209,116 | ||
Net income attributable to the non-controlling interest, US GAAP | (3,645) | (5,242) | (520) | |
Net income attributable to the non-controlling interest, Adjustments | ||||
Net income attributable to the non-controlling interest, IFRS | (3,645) | (5,242) | ||
Net profit attributable to the company | 298,011 | 203,924 | (29,647) | |
Net profit attributable to the company, Adjustments | (479) | (50) | ||
Net profit in accordance with IFRS | 297,532 | 203,874 | 43,373 | |
Reconciliation of Net Profit (Loss) from US GAAP to IFRS | ||||
Net profit (loss) in accordance with US GAAP | 298,011 | 203,924 | (29,647) | |
Financial instruments | 52 | 143 | 73,770 | |
Pension plans | (308) | (206) | (705) | |
Termination benefits | (223) | 13 | (45) | |
Net profit in accordance with IFRS | 297,532 | 203,874 | 43,373 | |
Reconciliation of Shareholders' Equity from US GAAP to IFRS | ||||
Shareholders' equity in accordance with US GAAP | 1,029,706 | 682,614 | 385,586 | $ 195,561 |
Financial instruments | (185) | (237) | (380) | |
Termination benefits | 1,337 | 1,560 | 1,502 | |
Goodwill | (7,000) | (7,000) | $ (7,000) | |
Shareholders' equity in accordance with IFRS | 1,023,858 | 676,937 | ||
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 Short-Term Debt and Current Maturities of Loans and Debentures from US GAAP to IFRS | ||||
Short-term debt and current maturities of loans and debentures in accordance with US GAAP | 105,958 | 48,084 | ||
Financial instruments | 185 | |||
Short-term debt and current maturities of loans and debentures in accordance with IFRS | 106,143 | 48,084 | ||
Reconciliation of Long-Term Debentures from US GAAP to IFRS | ||||
Long term debentures in accordance with US GAAP | 128,368 | 162,981 | ||
Financial instruments | 237 | |||
Long term debentures in accordance with IFRS | 128,368 | 163,218 | ||
Reconciliation of Long-Term Employee Related Liabilities from US GAAP to IFRS | ||||
Long-term employee related liabilities in accordance with US GAAP | 14,662 | 14,176 | ||
Termination benefits | (1,337) | (1,560) | ||
Long-term employee related liabilities in accordance with IFRS | $ 13,325 | $ 12,616 |