高塔半導體 (TSEM) 2007 Q4 法說會逐字稿

Ladies and gentlemen, thank you for standing by.

Welcome to the Tower Semiconductor fourth quarter and year-end 2007 financial results conference call.

All participants are currently in a listen-only mode.

Following management's prepared statements, instructions will be given for the question-and-answer session.

As a reminder, this conference call is being recorded.

Joining us today are Mr.

Russell Ellwanger, Tower's CEO, and Mr.

Oren Shirazi, CFO.

I would like to turn the conference over to Noit Levi, Director of Investor Relations and Communications.

Noit, please go ahead.

Thank you, and welcome to Tower Semiconductor's financial results conference call for the fourth quarter and year end 2007.

Russell will begin with remarks about the quarter's highlights, as well as a review of the year, followed by Oren with an analysis of our fourth quarter and full year financial results.

After management's prepared remarks, we will begin the question-and-answer session.

Before we begin, I would like to remind you that some statements made during this call may be forward-looking, and are subject to uncertainties and risk factors that could cause actual results to be different from those currently expected.

These uncertainties and risk factors are fully disclosed in our Forms 20-F and 6-K, as well as filed with the SEC and the Israeli Securities Authority.

They are also available on our website, as well as in our Forms F-1 and F-3.

Tower assumes no obligation to update any such forward-looking statements.

Now, I'd like to turn the call to our CEO, Russell Ellwanger.

Please go ahead.

Welcome, and thank you very much for joining us today.

I'm very pleased to report record financial results for both the fourth quarter and for the full year of 2007.

Our fourth quarter financial results were highlighted by a record $61.6 million in revenue, which surpassed the $60 million milestone for the first time, and once again exceeded the industry's average growth rate.

From a full year perspective, we improved on virtually every financial metric when compared to 2006.

Revenue for the year increased by 23% year-over-year, and we achieved positive cash flow from operation results on an annual basis for the first time since Fab2 was established.

Additionally, we were able to drive a $33.7 million improvement to the bottom line.

Oren will discuss our financial results in much more detail in a few moments.

But first, I would like to review a few of our key business and technology developments during the quarter and during the year.

In the CMOS image sensor product line, the past year has been very productive and innovative, resulting in several enabling technologies which are being employed by our customers.

In December, we announced the creation of a partnership with CMT, to build and market CMOS sensor based flat panel detectors for the medical x-ray market.

This joint venture with CMT benefits from CMT being a leading digital system developer, who understands the end market and appreciates the innovative, differentiated capabilities which Tower offers.

The initiative takes advantage of Tower's process, device and design expertise, as well as the relevant patent portfolio.

As such, the joint venture may lead to a breakthrough in large panel digital imaging, both in performance as well as in cost.

Tower successfully developed and demonstrated special x-ray pixels that can withstand ten times greater than the overall lifetime radiation requirement during the expected lifetime of such devices, as well as having additional building blocks for the final flat panel product.

This capability is critical for the large panel joint venture.

We expect that the product developed through the partnership will gain a leading share of the $500 million per year medical x-ray imaging market.

This relationship represents a new business model for Tower, through which we expect to generate revenue from both the production of the required, very high value wafers, being a single die per 8" wafer product, as well as from a joint venture profit sharing.

We expect to release prototypes for customers' sampling in the first quarter of 2009, and to begin volume production in the fourth quarter of 2009.

This is a significant opportunity for Tower, and we look forward to reporting on our milestone progress.

Our specialized and proprietary stitching technology in Fab2 is in production now.

There are several successful products, utilize the rich libraries and IPs that are within our 0.18 micron platform.

Our leading customer for this technology, one of the leading providers of dental intra-oral sensors, already taped out numerous products, and is expected to ramp its next generation products to high volume this year, using this 0.18 micron platform, with stitching technology, while still manufacturing and increasing the volume of its flagship product in Fab1.

During 2007, our first significant Chinese customer has ramped to mass production several image sensor products aimed at the Chinese markets.

Its products competes successfully with the market leaders, due to them being produced on very low dark current processes with an extremely tight distribution, all as developed by Tower in the past year.

This low dark current process ensures high quality pictures, even at very low lighting conditions.

In 2007, we released on the market our 2.2 micron pixel.

Products based on this new pixel should begin volume production this year.

We began mass production of the very high-end sensors for cinematography, and expect these products to demonstrate continued growth throughout 2008 and 2009.

All in all, Tower sees significant growth in its specialty, CMOS image sensor product area.

The x-ray dental and medical sensor markets, as well as in the high end video and still image sensors.

Those domains benefit from the deep process and device know-how, as well as the IP in device and process which Tower has developed, and for which it demonstrates leadership.

In addition to the image sensor activity just referred to, we have continued implementation of our specialty foundry strategy within the mixed signal and RF domain.

Sales in these areas grew approximately 74% during the year, and accounted for both the 40% of our annual revenue, up from 27% in 2006.

In October, we released an advanced power management platform, which enabled the integration of a full power management solution on a compact single chip.

We have fully integrated solutions, which combine 1.8, 5, 12, 25 and 42-volt operating voltages with customer stated, best of breed, RDS ON performance.

After the moderate utilization which we reported for Fab1 in the second and third quarters, for which we capitalized by driving efficiency projects, Fab1 operated at utilization at more than 80% of its capacity during the fourth quarter.

In Fab1, we began volume production of a number of CMOS image sensors for ViTi during the quarter.

ViTi specializes in products for the fast-growing security and surveillance market.

We expect volume to increase further as their products that contain our sensors continue to gain traction in this market, which market is expected to grow to $1.25 billion by 2011.

The 0.35 micron process volumes increased as well, bringing in a variety of products with a variety of analog content.

Due to lower than anticipated demand for Siliconix's Trench-MOFSET products, we are close to an agreement with Siliconix which adapts our present contracts to the market conditions for the Trench-MOFSETs, as well as transfers additional differentiated product platforms to Tower for manufacturing.

For the first quarter, we expect Fab1 to maintain utilization of somewhat above 80%, and then to improve further throughout the year, realizing the impacts of over 160 new product tapeouts that were completed in 2007.

In Fab2, we continue to operate near full utilization.

Early in 2007, both the 0.13 micron copper process and the 0.16 micron processes were fully qualified and ramped fast since that time, and have been running now in high volumes for several quarters.

Customers' demand remains strong, and we are on track with previous announcements with respect to the arrival, installation, and qualification of the 0.13 micron tools, which will bring the Fab capacity to about 30,000 wafers per month.

We expect to begin shipping in incremental 3,000 to 4,000 wafers per month, at the 0.13 micron, enabled by these newly acquired tools, by the end of the second quarter of 2008.

As I have previously mentioned, through the low cost equipment acquired from AMD and Intel, we expect a very quick ROI of approximately 18 months, and to drive 60% gross margin on the incremental revenue.

With respect to Tower's capital equipment investment, I wish to make a comment about the Israeli Government Investment Center grant.

We are driving for a final definitive decision by the end of this quarter.

Full disclosure about this issue is available in our S-3 and 6-K reports.

At present, we have no indication that the Investment Center will approve the grant per governmental commitment that were made to us and to our major investors over the last three years, leading to strong dissatisfaction and disappointment with the Israeli government from our principal investors, in particular, from the United States.

During 2007, we continued to establish new relationships and to further expand existing partnerships with our customers.

Within the quarter, we began volume production for International Rectifier in Fab2, based on the IDM transfer agreement that had been previously announced.

The first products have been qualified, they're delivered on time, and met or exceeded the customer's expectations.

We look forward to a further ramp in production volume over the next several quarters with these product families.

During the year, we won a very significant high volume manufacturing transfer with a top tier integrated device maker.

We expect volumes from this customer to be 5,000 to 8,000 wafers per month, and we expect that this demand, upon full ramp, will consume the 0.13 micron capacity expansion currently underway.

We started 2007 with considerable momentum, and grew our annual revenue by 23%, when compared to 2006.

This growth, as in the year prior, significantly outperformed the industry.

If we consider the top 18 foundries by revenue, Tower 2006 over 2005 revenue growth was the highest among all.

The 2007 over 2006 was the third-highest of the top 18 foundries, and the two-year 2007 / 2005 growth was the highest of all 18 as well.

Except for the top four foundries, which are above a billion dollar annual revenue, the next 14 range in size from $100 million to $500 million annual revenue.

In the last two years, as a function of organic growth, Tower moved from number 12 of these 14 to number seven of these 14, in annual revenue.

Additionally, as I mentioned at the start of the call, we achieved positive cash flow on an annual basis for the first time since the year 2000, and we significantly improved the bottom line.

We also announced in Q4 an effort to reduce spending that covers the whole spectrum of the company's activities.

This cost cut should result in actual 2008 annual savings of greater than $20 million.

Looking forward into 2008, we are confident that we shall continue to grow as a function of an increased capacity, and as we continue to capitalize on the opportunities that are already in the queue, and as well, attract and execute upon additional opportunities that fall within our strategic roadmap.

In the midst of an uncertain global economy, our customer demand has remained strong, and we expect our first quarter revenue to be in line with normal seasonality.

We anticipate that our first quarter revenue will range between $57 million and $62 million, representing a 3% to 11% increase from the $55.6 million in the first quarter of 2007.

With that, I'll turn the call over to Oren for a review of our financial results.

Please, Oren.

Thank you, Russell, and hello to everyone.

First, I would like to address our decision to prepare our financial reports using the U.S.

GAAP, effective with this annual report.

The reason for the decision is [oddly], that it will increase the transparency and will facilitate peer comparison and research, and analysis by shareholders, analysts and other participants in the U.S.

capital market.

(inaudible) announced included in our financial reports where written will include the application of U.S.

GAAP.

Commencing January 1, 2008, Israeli GAAP is no longer an alternative for Israeli companies, and cannot be used by public companies.

Israel accounting standard number 29 stipulates that Israeli public companies that previously reported their financial results based on Israeli GAAP must begin to report their financial results in accordance with international financial reporting standards, or IFRS, for periods beginning on or after January 1, 2008.

However, Israeli public companies that are listed in the U.S.

may elect to report using either U.S.

GAAP or IFRS.

We decided, as said before, on the change, prior to the required deadline, due to the importance we see of the year-end reporting, and I believe that this will be the best transition point.

With that being said, I would like to note that the financial papers in today's (inaudible) release include financial information that may be considered non-GAAP financial measure under Regulation G and related reporting requirements, promulgated by the Securities & Exchange Commission as they apply to our company.

Namely, (inaudible), also presented financial data which is reconciled as indicated by the footnotes below the table, on a non-GAAP basis, after deducting A) depreciation and amortization expenses, and B) compensation expenses in respect to option grants.

Non-GAAP financial measures should be related in conjunction with, and are not a substitute for, GAAP financial measures.

The table also contains the comparative GAAP financial measures with the non-GAAP financial measures, as well as the reconciliation between the non-GAAP financial measures and the most comparable GAAP financial measures.

Further, the non-GAAP financial information presented here should not be considered in isolation, or a substitute for breaking income--net income (inaudible), cash flows provided by the breaking investing and financial activities, or other income or cash flow statements that has prepared in accordance with (inaudible).

Now, I will turn to our financial results for the fourth quarter of 2007.

Russell mentioned we reported a record revenue of $61.6 million, which represents an increase of 11% when compared to revenue of $55.5 million in the same period one year ago, and an increase of 9% when compared to the third quarter of 2007.

Revenue for the full year of 2007 was $231 million, representing 23% year-over-year growth when compared to full year of 2006.

On a non-GAAP basis, we reported operating profits for the fourth quarter of 2007 of $14 million, representing 21% growth on a quarterly basis, and non-GAAP operating profits in 2007 was $49 million.

In addition, on a non-GAAP basis, we reported in the fourth quarter of 2007 a gross profit of $23 million, representing 37% gross margin, and 12% growth, when compared to the third quarter of 2007.

For the full year of 2007, we reported a gross profit, on a non-GAAP basis, of $83.5 million, representing 36% gross margin.

Calculated in accordance with GAAP, our loss for 2007 has improved by $34 million, against a revenue increase of $43.4 million, which represents 78% incremental net margin.

For the fourth quarter of 2007, loss improved by $11 million, year-over-year, to $25 million.

In 2007, we achieved our first annual positive cash flow from operations since Fab2 was established.

Cash flow from operations for the year was $17 million, as compared to negative cash flow calculations of $29 million in 2006, an improvement of $46 million.

Cash flow from operations for the fourth quarter 2007 were, again, positive, for the fifth consecutive quarter.

For the total of 2007, EBITDA was positive at $14 million, representing our ninth consecutive quarter of positive EBITDA results.

And EBITDA for the full year 2007 was $49 million.

This marks our second consecutive year of positive EBITDA results.

Total operating expenses during the quarter were $11.4 million, representing 18% of (inaudible), as compared to 20% of revenue in the third quarter of 2007.

Turning to the balance sheet, we ended 2007 with $45 million in cash and cash equivalents, as compared to $41 million of cash and cash equivalents as of December 31, 2006.

Our current ratio, which is our current assets divided by our current liabilities, has improved to 1.66 at the end of December '07, as compared to 1.36 at the end of 2006.

Now, I will discuss sales by major customers.

During 2007, we continued to expand our customers' base.

We had a total of over 65 customers in both Fabs.

Our leading and largest customer in 2007 continued to be SanDisk Corporation, with greater than 20% of total revenue.

Our other leading customers, each with sales of between 6% and 13% of total revenue, were all in Fab1, Vishay Siliconix, and ON Semiconductor, and in Fab2, Zoran Corporation, Macronix International, including its affiliates Magic Pixel and Modiotek, SiTel, and Atheros Communications.

Now, we will be happy to take your questions.

Operator?

Thank you, sir.

Ladies and gentlemen, at this time, we will begin the question and answer session.

(Operator instructions)

The first question is from Ramesh Misra of Collins Stewart.

Please go ahead.

Good evening, Oren and Russell.

My first question, perhaps not surprisingly, would be in regards to your customer outlook for the rest of the year.

Clearly, there's been some concern about consumer spending in North America, to some extent also in Europe.

I'd like to see what you are hearing from your customers, not just for the first half, but if there are any indications for the second half.

I'm sorry.

Could you please restate the end of your question, Ramesh?

Somehow state it?

Yes.

I wanted to get a sense of their outlook, both for the first half and second half of '08.

So, for the first half, we see very nice, strong demand.

Our customers' forecasts get updated quarterly to Tower.

As we would look right now at the second half, the forecasts that we have also look strong.

But I really can't overly state how their business is, and how their end users are.

Our leading customers have stated that, in their instance, their business remains very strong, because their end users are not necessarily centered in the United States, which is maybe having economic difficulties, maybe not.

But it's very difficult for me to talk to our customers and markets.

I can certainly say that at present, we have seen no weakening, and that we still continue to do new projects with existing customers as well as we are executing on new projects with new customers.

So our outlook is positive and optimistic for 2008.

I've not seen, as of yet, any decrease in forecast of any significant nature from any customer.

Okay, fair enough.

In regards to your recently announced power management efforts, can you talk about their applicability into the automotive space?

Of course, there has been some commentary in the press as well about potential efforts in the green energy, and also the automotive space.

I'd like to seek your comments about that.

Certainly, the power management platforms that we're developing are aimed towards certain end markets.

One of them that we're focusing on and trying to develop would be to drive control systems for electronic cars.

So that's an area to where we have a major drive within our activity, and that maybe has synergy within other activities that are done within the (inaudible) Group, the major shareholder of Tower.

However, more than that, I really can't say.

We don't have any given contract for control systems for automotive at this point, but we certainly have activities that we're driving towards that end application.

Does that answer your question, Ramesh?

Yes, that definitely helps.

In regards to capacity, where do you see yourselves at in Fab2 by end of '08?

And I guess, at this point, you're probably also beginning to have some discussions as to what happens beyond that.

So, can you talk about your capacity plans for the year, and also to early '09?

Sure.

So when we increased the capacity, or when we placed orders for the tools to increase the capacity of 0.13, we were moving from an existing 4,000 wafer-per-month 0.13 micron copper technology capacity to bringing that to about 10,000 wafer-per-month.

Hence, our statements about the acquisition of tools bringing us beyond the 30K wafer-per-month by the end of the year.

That increase in capacity was really driven by the necessity to have that capacity to compete and win the IDM transfer to 0.13 that I talked about in the call.

To date, all of our capacity ramps that we've done--meaning, when we went from 15 to 24, now up from the 24 to 30--it's been driven off of customer demand, and purely off of customer demand.

If we look at things as they sit right now, we could see that, at above 30,000 wafer-per-month, we could well have that demand be above 30,000 wafer-per-month at the end of this year.

But again, what we've released is that the tools that we've purchased will get us to beyond 30,000.

So if we would see the need to go beyond that in the beginning of 2009, we would then be addressing it, but we'd be following the same model of used tools that we were able to get at really very, very good money.

And meaning, 30 cents on the dollar against the cost of new tools.

So that's--hopefully, that answers your question.

Every capacity ramp that we have done, and what we plan to still do, is also the demand of customer, rather than to bring on capacity and then need to go look for the customer, and maybe have unused capacity.

But by that, I would also wish to state that the 0.13 micron, at present, is at 100% utilization.

As we grow it, as I mentioned, in Q2, to bring it up to 7,000 to 8,000 wafer-per-month capacity, we believe that will also be running at full utilization.

And we'll need to have some open utilization to do the transfer of the 0.13 micron IDM.

So that, again, is one of the reasons that we need to have a little bit of free capacity in the second half of the year, in order to engage and complete that transfer effectively.

In terms of pricing trends right now, especially in the seasonally soft Q1, are you seeing any trends downwards on the ASPs per wafer?

So, I think that, in 2007, probably all foundries realized an ASP reduction.

Tower certainly had a reduction in our average selling prices.

We don't see anything happening right now that would drive any incremental Q1 softness in ASP drive to bring something down, outside of what we had already agreed with.

The big thing, though, Ramesh, and I think that this is a very important point--our drive, on the IDM business, as well as our drive on the high end specialty, is a drive because it really does not have the same ASP reduction as does the high volume Fab (inaudible).

So within our model, our business model--not that we've achieved it as of yet--but our business model is to have one-third of our business be high volume Fab works, a third of business be the IDM transfer, and a third of revenue--our business in revenue--be the specialized products.

The portion that sees the biggest pressure of ASP is the high volume Fab works.

Okay.

Oren, I had a few questions and clarifications for you.

First, in regards to the interest expense in Q4, can you go through that, why it is down to just about--a little under $2 million?

Yes.

So, mainly two reasons.

One, you know the LIBOR rate.

Our debt is linked to the LIBOR.

I mean, typically it's LIBOR, let's say, plus 1.1--this is the majority of the debt, and this is a lot of (inaudible).

So you know, the LIBOR rates went down significantly, recently.

So we enjoyed from that.

And another reason, which is less sustainable, this is--we hope--this is the Fed, that underwrite U.S.

debt, I'm sure you know, that a lot of compares to--compares to the securities, they are traded month to month.

I mean, they are updated according to (inaudible) and their value.

Now things--the stock price went a little bit down during the quarter, the convert securities that we have went out of the money, which is good news for the shareholders, but not that great news for the convertible (inaudible).

So the value of the conversion picture reduced, which means that there is a reduction in the liability--there is a reduction in the liability, of course, against financing income.

So basically, our typical $6 million, $7 million of, really, interest payment on the loans that we have, was offset by this one-time gain, from this convert adjustment--these liabilities adjustment to the fair value of debt, and from the LIBOR reduction.

So if you're asking in terms of forward-looking, I wouldn't forward-look that this will be--remain in this (inaudible), and I would expect it will go down--it will go up to the previous level that we know, which is $8 million, $9 million, $10 million a quarter, which is (inaudible), modest.

Okay.

Can you talk about your top customers in Q4?

The list, I think, you went through--that was for all of '07, right?

Yes, it was for all (inaudible).

But for Q4, it's pretty much the same picture, like I mentioned for the year.

It's pretty (inaudible).

So SanDisk is the number one customer, it's greater than 20%.

And Siliconix (inaudible), by sales, Zoran, and Macronix and its affiliates--each one is between 6% to 13%.

Okay.

All right, gentlemen, I will get off and let somebody else on.

Thank you very much, Ramesh.

Thank you.

The next question is from Liat Glazer from Leader Capital Markets.

Please go ahead.

Hello, Oren and Russell.

Congratulations on a great report.

Thank you.

I was wondering--to what extent do you think that the take-or-pay contracts improve your visibility into 2008?

And do you believe that future contracts in the advanced technology of the (inaudible) 0.13 micron will be of that kind, or not?

Well, the take-or-pay are volume agreement contracts that we have, deal with the IDM transfers.

For '08, we're probably looking somewhere about $90 million of revenue is based upon those type of contracts.

So it certainly gives us a stronger visibility, because there is a minimal amount of wafers that, by contract, are required to be purchased.

And obviously, that's a very nice thing to have.

With the two other segments of our business, they really go off their quarter-by-quarter purchase orders, although they drive forecasts, and most of the forecasts stay somewhat sticky.

But the IDM transfers--really, the big value of that is to have a certain level of baseline revenue that one can depend upon, quarter over quarter.

Did that answer your question?

Yes.

And the ability that--looking forward, contracts in advanced technology will be of that kind, or--

I believe that all of what we do with IDM transfers will be of that type of a contract.

There's others that you can have a certain minimal amount that needs to be purchased, that are similar, but I don't know that that--again, from the high volume (inaudible), that type of a contract is very difficult and nigh on impossible to try to drive.

The IDM type agreement--anytime that you are doing something special within your Fab--I mean, truly special, equipment-wise, (inaudible) flow-wise--there is the ability to be able to work with a customer partner and say, in order for this to make sense for us, because we're guaranteeing a certain capacity, you yourself have to guarantee that capacity.

So that's what drives the model, is that you really are dedicating tools and flow type to a specific customer's flow.

I'm sorry--I hope I answered your question, there.

Yes, you did.

Thank you very much.

Thank you.

Thank you.

(Operator instructions)

We have a follow up question from Ramesh Misra of Collins Stewart.

Please go ahead.

Gentlemen, I also missed out your commentary about the Siliconix--the change in the contract.

So if you could just repeat that again, I'd appreciate it.

Sure.

Let me just find exactly the wording that I used, and I'll--okay.

Due to lower than anticipated demand for Siliconix' Trench-MOFSET products, we are close to an agreement with Siliconix which adapts our present contracts to the market conditions for the Trench-MOFSETs, but then, as well, as transfers additional differentiated product platforms to Tower for manufacturing.

Okay.

So does that imply that you anticipate an increase in the dollar amount of that long-term contract that you have?

It doesn't imply that we anticipate an increase or a decrease.

Okay.

Just a change?

Yes.

As I said, we're--it's a change in mix, and we're close to closing the agreement of this mix.

I thought it was worthwhile to express that, because we had talked multiple times about the Siliconix contract.

When the Siliconix contract was signed, it was released.

So I thought it was the right thing, to be able to give a heads up that that contract as initially had been released is being amended as to present market conditions.

But there are other products coming to Tower at the same time, and we'll probably state something more when it's closed.

Okay.

And the lower than expected demand, do you see that potentially because of market share loss for Tower, or is it just due to slower end demand from the customer?

So I am not in a position, nor would I ever make statements about our customers' market share.

So I--

No, nothing regards to your customers' market share, but in terms of Tower's market share at the customer.

So that, I would have to really speculate to give you an answer.

I do not believe there is any decrease in Tower's market share, but I honestly--I don't have an agreement that I would be able to give you a definitive yes or no on that question.

Okay.

I'm sorry I misunderstood your question to begin with, Ramesh.

Yes.

Thanks very much, Russell.

There are no further questions at this time.

Mr.

Ellwanger, would you like to make a concluding statement?

Certainly.

So, firstly, really, thanks to all of you for your interest in Tower.

Just to summarize, I would like to leave this thought, is that of the top 18 foundries by revenue, Tower has outperformed the industry, having demonstrated a two-year, 2007 / 2005 revenue ratio, placing us as number one growth company of the top 18, of which all but the top four are of base revenue sizes of the same order as Tower.

But I think that that's a wonderful way to end the past two years, and we look forward to opportunities that will be in front of us in 2008, and to capitalize on the opportunity.

So, thank you very much for your time.

I look forward to whatever questions you might have that didn't get brought up here, to contact us directly through our investor relations.

And we'd love to get with you and otherwise until the next quarterly conference call, and we look forward to update you on our progresses.

So thank you very, very much.

Thank you.

This concludes the Tower Semiconductor fourth quarter and year-end 2007 financial results conference call.

Thank you for your participation.

You may go ahead and disconnect.