Ladies and gentlemen, thank you for standing by. Welcome to the Tower Semiconductor Third Quarter 2021 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 is being recorded, November 8, 2021. Joining us today are Mr. Russell Ellwanger, Tower's CEO; and Mr. Oren Shirazi, CFO. I would now like to turn the conference over to Ms. Noit Levy, Senior Vice President of Investor Relations and Corporate Communications. Ms. Levy, please go ahead.

Thank you, and welcome to Tower Semiconductor's financial results conference call for the third quarter of 2021. 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 also available on our Web site. Tower assumes no obligation to update any such forward-looking statements. Please note that the third quarter of 2021 financial results have been prepared in accordance with U.S. GAAP. The financial tables and data in today's earnings release and in the earnings call also include certain adjusted financial information that may be considered non-GAAP financial measures under Regulation G and related reporting requirement as established with the Securities and Exchange Commission. The financial tables include a full explanation of these measures and the reconciliation of these non-GAAP measures to the GAAP financial measures. Now, I'd like to turn the call to our CEO, Mr. Russell Ellwanger. Russell, please go ahead.

Thank you, Noit. Welcome everyone. Thank you for joining our call. Our revenue for the third quarter of the year was $387 million, a sequential revenue record for Tower, which represented 25% quarterly year-over-year total, and 40% year-over-year organic growth. In the order of revenue dollars, the technologies that drove the 40% organic growth was, firstly, RF CMOS at about 75% predominantly driven by RFSOI, second was sensors at about 65% Q3 versus Q3 '20, with industrial sensors as the major contributor. The third significant contributor was power IC at about 50% year-over-year organic increase. We guide the fourth quarter of the year to continue to grow to a midrange guidance of $410 million, representing quarterly year-over-year 19% total growth, and 26% organic growth, which according to midrange guidance will yield an annual revenue of $1.506 billion for 2021, which would be a 19%, and 28% organic full-year growth, against the $1.266 billion for 2020. Looking into our specific businesses, during the third quarter, our RF mobile business was 26% of our revenues, and is expected to continue to grow in the fourth quarter, and into 2022. Growth was driven by market share increases accelerated by increased RF content in 5G handsets, as 5G requires the most advanced technology, for which we provide a higher value. This change in mix drives increases in margins. Demand is very strong in both 200 millimeter and 300 millimeter, providing returns on capacity investments to date, and giving confidence on the return for our present and planned investments. The RF infrastructure business, serving telecom and datacom end markets, with their industry-leading silicon-germanium silicon photonics technology was about 13% of our corporate revenues. During Q3, we witnessed the first significant revenue ramp of our silicon photonics flows. This is the highest margin we serve, and…

Hi, everyone. We released our quarterly results today, presenting an additional record revenue reflecting 25% year-over-year total revenue increase for the third quarter of 2021 or 40% organic increase and resulting gains significant increases in operating and net profit margins as well as in cash flow from operating activities. The revenue and margins increases are driven by the significant customer demand we continue to see in mostly all of our fab. We are executing the $250 million capacity and capability CapEx expansion plans in our existing fabs, as announced in previous quarters and the ramp up of the Agrate 12-inch factory being established in Italy. I will start my review by analyzing the P&L highlights, and then discuss our balance sheet and cash flow financial statement. Revenue for the third quarter of 2021 was $387,000 million, $76 million higher year-over-year, reflecting a 25% total revenue increase and 40% organic increase. Organic revenues are defined as total revenue, excluding revenue for Nuvoton, our Japan fab and revenue for Maxim in our San Antonio fab. Gross and operating profits for the third quarter were $85 million and $44 million respectively. This gross profit is 60% higher year-over-year, and 16% higher quarter-over-quarter. And this operating profit is 131% higher yield overview and 30% higher quarter-over-quarter. Net profit for this quarter was $39 million or $0.36 basic and diluted earnings per share. And adjusted net profit was $45 million resulting in adjusted basic and diluted earnings per share of $0.42 and $0.41 respectively, as reconciled in today's press release tables. This net profit is 157% higher year-over-year, and 27% higher quarter-over-quarter. Comparing to the second quarter of 2021, the $25 million higher revenue in the past quarter resulted in $12 million higher gross profit reflecting 47% incremental gross profit margin, $8 million higher net…

Thank you. Ladies and gentlemen, at this time, we will begin the question-and-answer session. The first question is from Rajvindra Gill of Needham & Company. Please go ahead.

Yes, thank you for taking my questions, and congrats on the strong momentum this year and the execution. And Russell, I had a question on your comment about, given the capacity that you're putting in place plus the capacity that will come from , in Italy. You had mentioned a 30% organic increase in revenue, on top of the 26% in Q4 of this year. I'm wondering if you could elaborate a little bit further on how you're getting to that number. Any idea in terms of the timelines, the cadence of that revenue growth, and how we should think about may be across product line here? That's a pretty strong kind of long-term potential organic growth rate that you're indicating to folks. Thank you.

Thank you for the comment. And I think we'd agree that it's a very strong target to be giving forecast, if you will. Specifically related it to the fourth quarter of 2023, we have a good amount of CapEx that has been ordered, and still now -- will still be ordered, that will be coming fully online within 2023, even at the 200 millimeter levels. So, to give really a huge amount of color on the ramp, I don't wish to do that at this point. We will give our guidances for 2022 as we get into 2022. But what I wanted to point out is that the growth avenues of the company remain very, very strong, looking forward. And that even from this 2023, where I'm talking about a 30% organic -- I said above 30% organic actually, that that is only the start of the ramp at Agrate itself. So, the prospects are very good. Where I mentioned previously of different areas where we're growing, you could assume that those should remain. We see a lot of strength, as stated, in present ramping of silicon photonics. I had stated that we see that we would believe that that will be a significant contributor to margins next year, as the present price per layer of SiPho exceeds all else that we make, and for very good reasons. It's a platform that enables a lot that takes a lot of capability to make, so it adds tremendous value to our customers. And that will continue to grow. We're investing specific for silicon photonics growth. And that will certainly not taper off in 2022; it will expand in 2022, and 2023. I stated that our RFSOI had benefited substantially from the content increases of 5G, but also from market share increases.…

Yes, no, I appreciate all the great insight. And Russell, just wondering if you'd take kind of a bigger-picture view, given the capacity constraints that you're seeing in the market, are you noticing any kind of fundamental changes in customer behavior? It would appear to be that the foundries, particularly high-performance analogue foundries, like yourself, would have a lot of leverage, bargaining power in a capacity-constrained environment, and hence pricing power. So, just wondering if the position of your company, in this capacity-constrained environment, is growing given the importance of semiconductors for all these growth markets? And you mentioned that the long-term supply agreement with this leading auto battery management supplier, are you seeing more long-term supply agreements across certain customers? Is that a trend that you think is going to last, given this capacity-constrained environment?

So, the answer to the first part of the question, very, very candidly, I believe that we've enjoyed very strong customer relationships for multiple years, being with -- or based upon the fact that our advanced roadmaps are predominantly aligned with customer needs and customer prequalification in choosing customers that we partner with for every next-generation technology node. Certainly, there is, I would believe, across the board, in a capacity-constrained environment, more willingness of customers to invest in order to ensure capacity. And that only makes sense if there's an abundance of capacity with low utilizations. Obviously, no one needs to invest, not the manufacturer or not the customer to grow capacity. When capacity is severely constrained, which is in the market right now, then customers are more than willing to participate to ensure that they have a capacity corridor for the present and the future. So, I think that that's eye-opening in that way, that customers -- not eye-opening necessarily, but customers are more willing to participate. But that is just the sign of the times, right? It's not that, I think it's just the fact of the cycles that you're in and when capacity gets constrained, when utilization is very high, customers are more willing, and there's more of a necessity to secure capacity. So, that was I think the first part of your question, what is the second part?

I was just saying, I think you may have answered it already, but we're seeing across the industry, this phenomenon where chip companies are entering into longer-term supply agreements with their end customers, and then in turn, the chip companies are entering into longer-term supply agreements with their foundry partners. And I was just wondering if this is something that as you said, is a sign of the times or is this something more permanent?

I believe that will become more permanent. It's been catalyzed maybe because of the present, which there are many reasons why it happened, but I believe that it's a model that really makes sense. And our customers really wish to partner into, they know that our success is the key to their success, and vice versa. So, it takes sometimes a few moves that are a little bit drastic, which was the market especially up and through now of this year, as far as capacity constraints from certain suppliers. That makes everyone think, we have to address this maybe differently, to ensure that in the long-term, we have business continuity, and I think that that's good extremes, put people more into a moderate median than if there were never an extreme.

I appreciate that. And just my last question on the CapEx, so the Agrate fab will start to, you'll start to ramp that in calendar '22 and then continue it going forward. How do we think about the CapEx impact because I think when you announced the partnership with ST Micro, which was a very interesting partnership, I believe the CapEx discussion was still to be determined. You kind of mentioned the potential capacity output that this fab would create. But wondering how to think about the CapEx trend line going forward?

Yes, so we said like you mentioned in the onset that we expect to share the capacity space to approximate one-third of the space that will be built there, which is in early stages. I mean the building is, I believe already fully built, and ready for tool installed, and tools are starting to roll in as we speak. And we really said like you mentioned that we will give more colors on the amount of investments, at least for the foreseeable future, until the end of the year. And this is what I gave in my prepared remarks that we will, we expect to invest in that factory this year, it will be nothing because the only tools were all dealt about still no payments would needed to be made because usually payments are made after tool arrival with some payment terms. But next year should be $160 million in '22 and in '23 should be additional $240 million. So, total of $400 million in the coming two years towards the capacity that we want to have there.

Thank you.

The next question is from Lisa Thompson of Zacks Investment Research. Please go ahead.

Good morning. Hi. So, looking at all the moving parts in demand and pricing ability, where do you think 2023 you're going to be getting like your highest gross margins, can you just kind of order which product lines are?

As stated, Silicon Photonics, we had our first substantial revenue quarter in Q3. We see growth in that area throughout 2022, continued growth in '23 and SiPho is the highest price per layer of what we serve. So, that I would expect will remain our highest gross margin and might even go higher depending on some other activities that we might be doing that. So, I think SiPho will be the highest SiGe stays very high. Our stitch field sensors is very high margin. So, I think that those would remain in those same areas.

And then after that, what will be the next in line.

We have very good margins in some areas of power management, in particular, specialty flows for battery management for the electric vehicle. So, that has very good margins. Overall the imaging margins are very strong. Even non-stitch field imaging margins are very strong and the high-end RFSOI is also very good. The point with RFSSOI is that you have really very, very good prices per layer. You have extractive substrates. So, if you calculate the gross margin of a sold wafer it's artificially lowered because the 300 millimeter or 200 millimeter RFSOI substrate is disproportionately high cost, but the outside of starting material, the contributing margin of the layers is very good.

Okay, good. That's helpful. And since you've said, you've already got pulled out the Italian fab, what is actually going to be made there and who is it going to be sold to?

I said the capacity is spoken for.

Right.

We've stated that our first flows that we're bringing up there is RFSOI. And then the second flow that we're bringing up there is display stitch field display.

And is it going to all to European customers?

We've not stated who it's going to, but I don't know that we've ever broken down as far as geography is to where the customers are, but the answer would be no.

Okay, great. Thank you. That's all my questions.

The next question is from Richard Shannon of Craig Hallum. Please go ahead.

Hi, Richard.

Russell. Hi, how are you?

Good, fantastic.

Excellent apologize for my scratchy voice here. Got a couple of kind of questions kind of weaving into the same general topic here. Starting with your comments is also in the press release about achieving 15% net margins for this year. And you talked about an organic growth number. I'm wondering maybe if you can help us kind of lead this down to the total revenues here in the gross margins and therefore fall through that are built into that assumption. And maybe if you can peripherally also talk about kind of the pricing dynamic that builds into that wealth. If you can talk about, how much prices are going up or anything to kind of lead into those numbers, that'd be a great start and I'll probably follow up on that?

No. So, I specifically will not give a guidance on revenue for 2022. So, I think that was one of the things that you were asking for, but outside of that, the price increases you can get out of my statement of the breakdown of the organic growth for the fourth quarter. So, I said that organic growth that was 26%, which would be somewhere about $65 million or quarter then. So, of that, I said 50% was pure capacity, about 25% was a richer mix and about 25% was ASP. So, just doing the arithmetic that would mean 6%, 6.5% increase in ASP.

Okay. Well, that's helpful. Maybe I'll ask the question slightly different way in the manner we've spoken about in the last policy, which is talk about the incremental gross margin fall through for next year, or you've talked about 50% to 55% is a range from various comments I've heard so far, it might suggest that should be meaningfully higher, certainly pricing a new flows like silicon photonics, et cetera. How should we think about that line?

No. I believe that 50%, 55% is still valid. And obviously you can also look at this, what you ask in this way that, I mean, previous year or previous quarters, our net profit margin was about 7% to 8%. This quarter was 10 point something. If we are adding 50% incremental gross in operating margin to the net margin, you may assume depends which geography it is, but between 35% to 42% incremental net profit margin. So, obviously from a baseline of standard, when we will add incremental 50 that has a fall of incremental certified 40 after that, obviously, will be the way to achieve Russell's target to be about 15% next year. ,:

Okay, perfect. That's very helpful, Oren. To follow-on one of your comments here in the silicon photonics, some good detail on the call here. Russell, maybe if you can talk about like how does the customer profile build-up in the applications those customers are ramping for next year. Can give us some color there? That'd be a great help, thank you.

So, we have customers for SiPho that are involved in LiDAR. So, this is a pure solid state phased array instead of having a moveable part for the laser. That's one area of the SiPho I mentioned specifically with the press release with Anello that this is a Silicon photonics un-driven durometer, replacing optical fiber coil and the bulk of the SiPho though is really, it's to go into data center it's to achieve a 400, 800 gigabit capability. And the first and foremost customer that we had press released with was Inphi as far as them being a SiPho customer and certainly their presence and abilities within having a very high data rate capabilities. It's known, and they were acquired by Marvel. So, those are right now the three major areas that were involved in.

Okay. That's helpful detail, Russell. My last quick question, following up another one regarding the Agrate fab, in a prior question you had answered with a couple of areas of focus here. I'm not sure if those are the intended to be the biggest ones on the first couple of years out of the gate or the earliest ones, but maybe if you can give some more color on other areas, which you're tending to focus on that capacity.

We really are focusing the initial capacity in those two areas, the RFSOI, several different platforms of RFSO, and stitch field display. So, that's the initial focus that we have there.

Okay, perfect. That's all for me. I'll jump on the line. Thank you.

Thank you, Richard.

The next question is from Mark Lipacis of Jefferies. Please go ahead.

Hi, thanks for taking my question. I don't know, maybe for Oren, that the CapEx that you're putting up and projected to put up, is there -- can you quantify for us how this will impact the depreciation a line in the cash flow statement and if you can't quantify it perhaps, could you give us a framework to think about the normal depreciation schedule for this CapEx and when you might start depreciating it, thank you.

All right, yes, we will depreciate our CapEx equipment tools over 15 years, 15, the depreciation, the CapEx for the Agrate factory, which I mentioned will be 160 next year and additional 240 in '23 will not be starting to be depreciating to be depreciated before the beginning of 2023. So, next year, you should see zero from that in depreciation because until the tools will arrive, and then there should be installation and qualification. And it's part of a big chunk of tools that arrive at the same timing. So, under the rules, only once we will qualify everything, we will start to depreciate usually, it's two to three quarters, or even four up to four quarters after the arrival of the tools. So, it will not be next year, but you can start to model it from 2023 in small amounts, I guess from the middle of 2023, from Q3 of 2023, it will be higher amounts as we start the ramp, and also Russell indicated that we will see some revenues from Agrate in its forecast for growth for Q4 '23. So, obviously when there is revenue, there will be also cost and depreciation. So that's about Agrate fab. The second part is the regular CapEx. So, I updated about I mean, we already announced it in the past, I just gave an update of the $250 million that we already announced that we ordered this year will be paid in you can call it linear flows, almost linear from the middle of '21 to the end of '22 so let's say $40 million a quarter. And that's when it's paid usually depreciation start one quarter after that. So, additional $40 million, I mean, if it's been out $250 million over six quarters, additional $40 million of CapEx coming into depreciation but over 15 years, right, so which is like $6 million a quarter, $6 million is such quarter is additional $6 million off layer. I don't think it will impact much because on the other hand, we also purchased CapEx in the past, maybe a lower amount than that, but still that will. So, whenever a new layer of depreciation starts to be amortized, an old layer that finished its depreciation form 15 years ago, that was purchased 15 years ago, terminates. So, there shouldn't be, I believe material amounts, but of course, you can model it very easily just add $40 million of new CapEx every quarter.

Got you. Thank you, Oren, very helpful.

Thank you.

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

Certainly, thank you very much. Firstly, really I'm excited about where we are, what's in front of us, the relationships we've developed with our customers, the markets that we're in, the figures of merits we've been able to achieve that benefit our customers, and having differentiated products that as they designed to our flows in an exciting time and in an exciting period for the company. The 15% net profit margin target that have given for 2022, I think is a good step for the company. And I look forward to achieving it and to updating as we move forward on the top line value growth, that obviously is very accretive to the bottom line margins. We've recently issued our first corporate sustainability or ESG report, reviewing the variety of our global activities providing in depth information about our sustainability policies, programs and goals. As a company, we've always had an overriding focus to have a positive impact on society and to minimize any negative impact on our planet and to do what we can to have a positive impact on the planet. We're very proud of our activities, we invite you to read our report it's available on our Web site. We have a package that I referred to before the call, I'm sorry, as I was talking about utilizations that we'll publish now as the call is ending that summarizes all of the numbers highlights activities, utilizations in the company. Please for your interest look at that, I think it's complete package. And lastly, we'll be participating at the 24th Annual Needham Growth Conference on January 10, I look forward to meeting as many of you as possible during that event albeit virtually but still look forward to it very much. With that, I thank you and look forward to updating you as interesting things happen in the company and definitely upon the end of the quarter. So, thank you very, very much.

Thank you. This concludes Tower Semiconductor third quarter 2021 results conference call. Thank you for your participation. You may go ahead and disconnect.