Ladies and gentlemen, thank you for standing by. Welcome to the TowerJazz First Quarter 2013 Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded, May 9, 2013. Joining us today are Mr. Russell Ellwanger, TowerJazz's CEO; and Mr. Oren Shirazi, CFO. I would now like to turn the conference over to Ms. Noit Levi, Director of Investor Relations and Public Communications. Ms. Levi, please go ahead.

Thank you, and welcome to TowerJazz financial results conference call for the first quarter of 2013. Russell will open the call, followed by Oren, with a discussion of our results in the first quarter. After managements' prepared remarks, we will open up the call to 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 Form 20-F, F-4, F-3, and 6-K, filed with the Securities and Exchange Commission, as well as filings with the Israeli Securities Authority. They are also available on our website. TowerJazz assumes no obligation to update any such forward-looking statements. Now, I'd like to turn the call to our CEO, Mr. Russell Ellwanger. Russell, please go ahead.

Thank you, Noit. Welcome to all for our first quarter 2013 results conference call. During today's call, I'll review our business performance in the first quarter and relate to how that will impact the rest of the year and beyond. Oren will then provide detailed financial summary for our first quarter financial results. Our Q1 revenues were in line with our expectations in the second quartile of our guidance at $113 million. The quarter did have several noteworthy achievements. At the last call, we spoke of the 3 megatrends in our industry, green everything, wireless everything and smart everything. Our progress within these megatrends and our expressed target to be a foundry leader in the analog-predominant portion of these trends is strong. The first quarter of 2013 had about 100 design wins and set a record for the amount of mask-sets entering into the factory for each Nishiwaki, Newport Beach and Migdal Haemek. The photomask release to the factory is the last formal step in the design development cycle in order to start product manufacturing. From the time of mask tape into the factory to volume manufacturing is typically 1 year, with a net volume lifetime of 2.5 to 3 years. The number of masks entering into Newport Beach was up in Q1 year-over-year by about 60%, in Migdal Haemek at about 40%, for a total of about 4,000 masks entering into the factory. Nishiwaki also had a 60% year-over-year increase but from a much lower base. We should consider, however, that the reason we bought Nishiwaki was to meet our customer demand forecasts. The volume ramp of a portion of these tape-outs will be realized by our operational cross qualification and offloading strategies mainly into Nishiwaki. To restate, we did not buy Nishiwaki specific to the Micron business. We…

Thank you, Russell, and hello, everyone. I'd like to start my financial review by providing a balance sheet analysis as of the end of the first quarter of 2013. Our net client assets, which is the amount of our current assets less the amount of our current liabilities, continued its trend of improvement and increased from $125 million as of the end of March 2012 and $129 million as of December 31, 2012, to become $141 million as of March end 2013. Our current ratio has improved from 1.61x as of March 31, 2012, to 1.76x as of the end of 2012, and to 1.98x as of the end of the first quarter of 2013. Our short-term debt was reduced from $50 million on December 31, 2012, to $30 million as of March 31, 2013. Our shareholders equity was $190 million at the end of the quarter, and our cash balance as of the end of this quarter is $120 million of cash and deposits. During the quarter, we generated $18 million in positive cash flow from operations, excluding $5 million debt interest payments, and invested $26 million in CapEx for growth. During the quarter, we extended our Israeli bank loans, resulting in a reduction of $70 million in reduced principal payments in 2013 and '14. This loan of $131 million carry an interest of LIBOR plus 3.5% and have a final maturity date in May 2016. In regard to the capital note, during the first quarter of 2013, the Israel Corporation, our major shareholder, converted all its capital notes into approximately 13.7 million ordinary shares of Tower. And the banks converted an amount of notes that position them with a less than 5% holding each in our ordinary shares. That's required under their regulation. As a result, we currently…

Thank you, Oren. Before we open up the call to the Q&A session, I would like now to add a general and legal statement to our results in regard to statements made and to be made during this call. Please note that the first quarter of 2013 financial results have been prepared in accordance with U.S. GAAP, and the financial tables in today's earnings release includes financial information that may be considered non-GAAP financial measures under Regulation G and related reporting requirements as established by the Securities and Exchange Commission as they apply to our company. Mainly, this release also presents its financial data, which is reconciled as indicated by the footnote below the table, on non-GAAP basis after deducting depreciation and amortization, compensation expenses in respect to options grant and finance expenses, net other than interest accrued, such that non-GAAP financial expenses, net include only interest accrued during the reported period. Non-GAAP financial measures should be evaluated in conjunction with, and are not substitute for, GAAP financial measures. The tables also contain the comparable GAAP financial measures to the non-GAAP financial measures, as well as the reconciliation between the non-GAAP financial measures and the most comparable GAAP financial measures. EBITDA as presented is defined in our quarterly financial release. EBITDA is not a required GAAP financial measure and may not be comparable to a similarly titled measure employed by other companies. EBITDA and the non-GAAP financial information presented herein should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, per share data or other income or cash flow statement data prepared in accordance with GAAP and is not necessarily consistent with the non-GAAP data presented in previous filings. I would now like to turn the call over to the operator. Operator?

[Operator Instructions] The first question is from Jay Srivatsa of Chardan Capital Markets.

Russell, your guidance seems to reflect some pretty good demand bounce back. Are you sensing that Q1 could be the bottom in terms of where the semiconductor market is? And as you look to the rest of the quarters, what's your read on how the overall market growth could be?

For us, certainly Q1 appears to have been the bottom, but for a variety of reasons. I would say that the first sign that maybe we have seen of softening was when MOSFET and discrete demand had come down. We certainly see MOSFET and discrete demand going up right now. I mean Q2, it's very, very reasonable in Q3, the present customer forecasts are very in line with what initial forecasts have been. So if that is a bellwether of the industry, and I think discretes and MOSFETs themselves are somewhat about prediction because they're used in most devices, I would say that probably, the semiconductor industry is looking pretty decent. Certainly, our specific areas, we're looking good. If we look at Q3 over Q2, I might -- I don't want to give a specific number as we have never given that type of a forward-looking guidance, but we see right now in our forecast, very substantial growth, and the same thing Q4 over Q3. So we see a good trend of tens of millions of increase over the quarters and looking strong. Now some of that is certain industries rebounding such as MOSFET as a whole, I think, is. The others, increase of market share and increase of served market.

All right. In terms of your margin profile, lately it's been trending down, I guess, with the lower revenue run rate. Given that you're expecting good growth in the coming quarters, would it be fair to expect your margin profile to get back into the mid-30s?

Yes, certainly, mainly considering that the reduced revenue is, like we mentioned, from this Micron committed contract, which supposed to have lower margins than the margins we have. So since the reduction is in this less profitable business and the increase expected to be in our other activities with our margin, so supposed to be even better margins than before when we come back to those revenue numbers that we will.

All right. And then speaking specifically on Micron, is there still a trailing tail on that business? Or are you completely done with the contract, meaning you're back to the foundry business that originally was running at Tower?

No, there's still -- we had said at the onset of the agreement that it was a 3-year contractual take or pay decreasing over the -- after the initial period of 1 year to 18 months. But that is still continuing. It is at a much lower level than it had been on the onset.

All right. And then last question in terms of your Japanese fab. Part of the rationale was that you had expected local presence in Japan to positively impact your business within that territory itself. So can you give us some update on how you're seeing demand from other Japanese companies who traditionally were not TowerJazz customers?

Certainly. Now, one little clarification though. When we bought the factory, we did not buy the factory because of the local business in Japan. We said that, that would be an incremental benefit. We bought the factory really because of the forecast and capacity need that our forecast would predict. And that still is the case. However, that being said, probably one specific area where we would not have had any type of stickiness or attraction would be in the area of Japanese automotive. And had -- related to that today, had spoken, I think mentioned it at the last quarterly release as well, that we have a major Japanese automotive integrator who has taped out to us. I think that the presence of the Japanese factory in and of itself has been the enabler for us to get into the Japanese automotive market, which is quite substantial market. I don't believe we would have been able to get into that market without a local presence. Now in addition to that, there's several other activities, Japanese customers that we have brought into the factory that are at different levels of qualification or very low volume production at this point. But outside of activities that are in Japan, we've engaged with several very well-known companies and are prototyping or in different levels of qualification at other factories with Japanese customers that the presence in Japan, the Japanese technical interface, large technical interface and salesforce has enabled. And in the past, we had very strong difficulty to get the penetration in Japan. So I would say twofold that in the area of Japan itself, we brought customers into that factory that probably otherwise we would not have been able to get, but the presence in Japan has given us a different brand and enabled us to acquire customers into other factories within our fleet that otherwise, we were not getting traction before.

The next question is from George Bowen [ph] of J.P. Turner & Company [ph].

First, a quick question on Japan. The recent devaluation of the Japan -- Japanese yen, shouldn't that put you also in a little bit more competitive position as you manufacture over there?

Yes, it's a good question. For the long term and midterm, you're correct that the current trend in the Japanese yen helping us a lot in the future because revenue's expected to be in dollars and expense -- and some in yen, but mostly in dollars, and the expenses are in yen. So it's a good thing for the mid and the long term. Currently, the most of the revenues from there are for Micron, which is a contract which is denominated in yen. So this is a natural hedge against the expenses so actually, currently, there is not too much of effect.

Okay, great. Then in general terms, congratulations to you Mr. Ellwanger. I think you've built over the last 4 or 5 years, I've been sort of a shareholder/investor with the company since the Jazz takeover, a very, very substantial company. If I look at your track record, some of the shows you attend, you've consistently been almost the #1 specialty fab performer in the world. What in your opinion is leading to an almost devastating stock price performance of your company? And how would you explain the currently very, very low valuation?

So it's a good question. I -- it's a question that is in big discussion at my staff level, also in the boardroom. It's certainly not something that I can comment on publicly without firstly having thrown my comments through legal review. So I really do stay away from share price-type statements. I have something that I will say in the conclusion that's a little bit related to that, but I will say that in reality, over time, questions are answered and all things are borne out. I think the activities that we're doing are the right activities. I believe our strategies are the right strategies, and I very much thank you and appreciate your comments about having built a substantial company. I believe that, that certainly is the case, so does the management team, as well as the Board of Directors. I think that certainly is the case. We have a very interesting period of time in front of us. We've given very big targets in the end of '14, 2015 timeframe, and that would -- 2015 will be my 10-year anniversary at the company. I've made some strong commitments to major shareholders when I joined on performance. And in my mind, we're in strong play to realize the goals of the company in the '14, '15 timeframe, top and bottom line. Certainly, as we went about and bought the Nishiwaki factory, I think we did it in a very smart way, very cost effective way to acquire 60,000 wafer per month capacity with a seasoned engineering staff at the factory and operation staff. We had known at that time that there would be a lull in the utilization of the factory during a period that Micron was phasing out, and we were qualifying and building up the other revenue in the factory. So I think maybe people are waiting to see, okay, you've grown, you've grown quite substantially, let me see it in the bottom line performance. And that's what the task is at hand for us at this point, is to realize all of these design wins, to realize all of the tape-ins and to show what this fleet of factories can do at high utilization, which we believe will be the case as we exit this year and enter into the next. I know that's a very -- it's not a direct answer to you and I apologize, but I really cannot answer that too directly.

I saw -- maybe on that note, I saw that your GAAP to non-GAAP adjustments, the depreciation amortization charge, which always looks very, very rough on the financial statements at least for the untrained eye, they have come down from a little over $40 million to $31 million. Are we continuing to expect that to scale down as the year progresses?

Yes. This is our result of all the investment that was required mainly to construct FAB2, and this is indeed -- it was constructed in stages. So this is indeed staged to end each time when 7 years past from the time that it started. So indeed, the trend is to go down. I wouldn't expect it would go down dramatically during this year, but for sure, 2014, '15 numbers will be much lower than that because depreciation of CapEx that has arrived to the factory in 2006, 2007 will end.

Yes. And one could say, you put how much money in the ground for FAB2, probably close to $1 billion, right?

Yes.

A few years back when you built FAB2?

Yes, it was 10 years back.

Yes. And you've essentially now acquired within Nishiwaki facility, similar capabilities for much, much less money with a lot, lot less depreciation.

Right.

Correct.

The next question is from Dennis Russell [ph].

I want to follow up on the previous question here about the share price. And I know you can't say very much about it, but still, it's as baffling to me that the share price doesn't reflect all the optimistic growth and it was much higher 2 years ago when you didn't have any of these promising things in the pipeline. So I've got to think that maybe no big shareholders are not coming again perhaps because of all this dilution, and I'm just wondering why you just keep on diluting and selling these shares at these low prices and why there's no insider buying.

I think what I mentioned in the script that what Israel Corp. has done when actually, converted all its capital notes. And also, the banks converted to the 5%, so actually, 63% of the overhang dilution that people were afraid of actually has now materialized. So the remaining overhead dilution is very small now. I mean, it's 63% lower. It's like 9-point something million over 40 million. So now, I think it should be a lot of much better balance sheet and cap -- stable and capital structure to prevent that. I understand your comment about the past. And regards to dilution from fundraising, so I don't remember we did any equity fundraising or dilution type of stuff like that in the last 2 years, so I don't exactly understand what you refer.

I'm talking about the $23 million raising of the mixed securities sales there.

The convertible bonds? In October, yes, so half year ago. Yes, it's almost $20 million. It's actually bonds. The conversion feature there is at $1.50 -- $10.50, which is 40% above the current market price. So anyway, it's not a significant amount, right? I mean $25 million.

Okay. And just one thing and just so I understand. Is there -- is insider buying allowed or is there some kind of restriction of why some of the officers won't buy the shares at this kind of a price?

I don't believe there's any restriction, that's the first part. As to the second, any officers, what they do or don't do with their money is their personal decision.

The next question is from Rory Weintraub [ph] from Raymond Funds [ph].

My question is regarding the Micron activity. Is it exclusively in the Nishiwaki fab?

Yes.

Okay. And could you provide us the share of Micron in Q1 revenue?

No, we could not because then you would know exactly the contract with Micron. So that's not public information.

Okay. So can you comment maybe because when I'm analyzing your recent Q's revenue, it grew dramatically, but if I'm taking it net of Micron, so we see it quite declining meaningfully. Can you maybe comment on that?

Sorry, the question again, please?

So if we are taking the revenue in last years, in recent years net of Micron, it seems it was decreasing quite meaningfully. So maybe can you comment on that?

Our wafer revenue actually is going up. We have always had deals that are non-wafer revenue that have given revenue into the company. As a specialty foundry, we have a business group called TOPS business group that both brings certain integrated device-makers and their flows into the company and as well has licensed technology outside of the company. We had a fairly big activity in that, that occurred in 2010 to 2011, which is a pure part of our business model. But wafer revenue is looking good. Wafer revenue has actually gone up in 2012 versus 2011 -- I'm sorry, in 2013 versus 2012, and we see that continuing to grow.

There are no further questions at this time. Mr. Ellwanger, would you like to make your concluding statement?

Certainly. Again, thank you for the questions. Thank you for your time and interest. I was looking at an art study a few weeks ago by a young artist by the name of Camilla Robinson [ph]. I know it's -- what brought my attention to it, it's an interesting study to where she looked at red, green, blue color arrays, put them into different sized squares, made clothing with it and then filmed the model moving around with these clothes. Now obviously, the red, green, blue matrix is something that is very close with us in the image sensor company. So it's an interesting study. Without getting into the study, because that's not necessarily important to this call, but in describing it, there's a statement she made that was direct quote, "What is seen in the moment is different from what is seen with time." From where I specifically sit, from where the other executives, from where the board would sit, we have a very, very strong view of the company because we know the details of the activities and the specific plans, revenue, P&L over time. Where I sit, the company is in an amazing position, truly amazing. I thank all of you as investors. I thank you as people, if there's customers on the phone, for your trust in the company because the statement that was made about what we've developed the company into is very, very true. The amount of energy, and some of that energy is cash, if you're a small $100 million company, $200 million, $300 million, $400 million, $500 million, throughout our evolution, it does take cash to be able to feed in order to grow. It's very difficult to have the type of growth that we have had and to try to do that organically, especially when you start off with a cash negative per year position. But the activities that we've had have brought us to a point that I think we're in excellent position to see great rewards in the company in all financial performance indices as we complete this year and go into 2014, 2015. As had stated, we see quarterly growth throughout this year, and we see so much design activity and customer excitement in these 3 mega trend areas that we are extremely excited about our future. So I thank you for your support. And with that, we'll close the call. Thank you.

Thank you. This concludes the TowerJazz First Quarter 2013 Results Conference Call. Thank you for your participation. You may go ahead and disconnect.