FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the month of July 2020 No.3

Commission File Number 000-24790

TOWER SEMICONDUCTOR LTD.
(Translation of registrant's name into English)

Ramat Gavriel Industrial Park
P.O. Box 619, Migdal Haemek, Israel 2310502
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____



On July 29, 2020, the Registrant announced its financial results for the six and three months ended June 30, 2020. Attached hereto is the following exhibit.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
TOWER SEMICONDUCTOR LTD.
 
       
Date: July 29, 2020
By:
/s/ Nati Somekh
 
    Name: Nati Somekh  
    Title:   Corporate Secretary  



Exhibit 99.1

  
Tower Semiconductor Reports Second Quarter 2020 with
Quarter over Quarter Revenues and Margins Growth
 
Guides Third Quarter Sequential Revenue Growth
 
MIGDAL HAEMEK, ISRAEL – July 29, 2020 – Tower Semiconductor (NASDAQ: TSEM & TASE: TSEM) reported today its results for the second quarter ended June 30, 2020.
 
Second Quarter Results Overview
 
Revenues, gross profit and operating profit for the second quarter of 2020 demonstrated quarter over quarter and year over year growth at $310 million revenues as compared to $300 million and $306 million; gross profit at $58 million, as compared to $53 million and $53 million; and operating profit at $22 million, as compared to $16 million and $18 million, for the first quarter of 2020 and the second quarter of 2019, respectively.
 
Net profit for the second quarter of 2020 was $19 million, or $0.18 basic and diluted earnings per share, as compared to net profit of $17 million or $0.16 basic and diluted earnings per share in the prior quarter, and $21 million or $0.20 basic and diluted earnings per share in the second quarter of 2019.
 
Cash flow generated from operations in the second quarter of 2020 was $67 million with investment in fixed assets, net of $63 million that included payments related to the 300mm facility capacity expansion program. In the second quarter of 2020, the company repaid $5 million of its debt.

 
Business Outlook
Tower Semiconductor expects revenues for the third quarter of 2020 to be $320 million, with an upward or downward range of 5%, demonstrating quarter over quarter and year over year growth.
 
Mr. Russell Ellwanger, Chief Executive Officer of Tower Semiconductor, commented: “Entering the second half of 2020, we are pleased that in the midst of certain market pullbacks, we continue to guide quarter over quarter and year over year growth. This is strong affirmation of our offerings, our increasing market share in RF SOI, and the high value our customers assign to our SiGe platform enablers. Our expansion into additional served markets for power management is well received, which business is seeing significant growth this year. Strengthening our diversification through entering newly served market applications and increased market share has enabled notable performance in this challenging environment”.
 
Ellwanger further commented: “We are motivated with the degree of customer interaction and acceptance of our recent developments, namely in advanced SiPho, very high-speed silicon germanium, the entire BSI and stacked wafer sensor offerings, as well as our newly served markets in display. These activities, in addition to our present strong and growing core business, back our confidence in our strategy and roadmap, and will be additionally accretive when all end markets revive to previous patterns.”

Teleconference and Webcast
Tower Semiconductor will host an investor conference call today, Wednesday, July 29, 2020, at 10:00 a.m. Eastern time (9:00 a.m. Central time, 8:00 a.m. Mountain time, 7:00 a.m. Pacific time and 5:00 p.m. Israel time) to discuss the Company’s financial results for the second quarter of 2020 and its outlook.
 
This call will be webcast and can be accessed via Tower Semiconductor’s website at www.towersemi.com or by calling 1-888-668-9141 (U.S. Toll-Free), 03-918-0609 (Israel), +972-3-918-0609 (International).  For those who are not available to listen to the live broadcast, the call will be archived on Tower Semiconductor’s website for 90 days.

 
The Company presents its financial statements in accordance with U.S. GAAP.  The financial information included in the tables below includes unaudited condensed financial data. Some of the financial information in this release and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, which we describe in this release as “adjusted” financial measures, are non-GAAP financial measures as defined in Regulation G and related reporting requirements promulgated by the Securities and Exchange Commission as they apply to our Company. These adjusted financial measures are calculated excluding one or both of the following: (1) amortization of acquired intangible assets and (2) compensation expenses in respect of equity grants to directors, officers and employees. These adjusted financial measures should be evaluated in conjunction with, and are not a substitute for, GAAP financial measures. The tables also present the GAAP financial measures, which are most comparable to the adjusted financial measures, as well as a reconciliation between the adjusted financial measures and the comparable GAAP financial measures. As used and/ or presented in this release and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, as well as calculated in the tables herein, the term Earnings Before Interest Tax Depreciation and Amortization (EBITDA) consists of net profit in accordance with GAAP, excluding financing and other income (expense), net, taxes, non-controlling interest, depreciation and amortization expense and stock-based compensation expense. EBITDA is reconciled in the tables below from GAAP operating profit. 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 adjusted financial information presented herein and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, should not be considered in isolation or as a substitute for operating profit, net profit or loss, cash flows provided by operating, investing and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP. The term Net Cash, as used and/ or presented in this release and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, is comprised of cash, cash equivalents, short-term deposits and marketable securities less debt amounts as presented in the balance sheets included herein. The term Net Cash is not a required GAAP financial measure, may not be comparable to a similarly titled measure employed by other companies and should not be considered in isolation or as a substitute for cash, debt, operating profit, net profit or loss, cash flows provided by operating, investing and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP. The term Free Cash Flow, as used and/ or presented in this release and/ or in related public disclosures or filings with respect to the financial statements and/ or results of the Company, is calculated to be net cash provided by operating activities (in the amounts of $67 million, $68 million and $72 million for the three months periods ended June 30, 2020, March 31, 2020 and June 30, 2019, respectively) less cash used  for investments in property and equipment, net (in the amounts of $63 million, $63 million and $44 million for the three months periods ended June 30, 2020, March 31, 2020 and June 30, 2019, respectively).  The term Free Cash Flow is not a required GAAP financial measure, may not be comparable to a similarly titled measure employed by other companies and should not be considered in isolation or as a substitute for operating profit, net profit or loss, cash flows provided by operating, investing and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP.
 
About Tower Semiconductor
Tower Semiconductor Ltd. (NASDAQ: TSEM, TASE: TSEM), the leader in high-value analog semiconductor foundry solutions, provides technology and manufacturing platforms for integrated circuits (ICs) in growing markets such as consumer, industrial, automotive, mobile, infrastructure, medical and aerospace and defense. Tower Semiconductor focuses on creating positive and sustainable impact on the world through long term partnerships and its advanced and innovative analog technology offering, comprised of a broad range of customizable process platforms such as SiGe, BiCMOS, mixed-signal/CMOS, RF CMOS, CMOS image sensor, non-imaging sensors, integrated power management (BCD and 700V), and MEMS. Tower Semiconductor also provides world-class design enablement for a quick and accurate design cycle as well as Transfer Optimization and development Process Services (TOPS) to IDMs and fabless companies. To provide multi-fab sourcing and extended capacity for its customers, Tower Semiconductor operates two manufacturing facilities in Israel (150mm and 200mm), two in the U.S. (200mm) and three facilities in Japan (two 200mm and one 300mm) through TPSCo. For more information, please visit www.towersemi.com.

 
CONTACTS:
Noit Levy | Investor Relations | +972 74 737 7556 | noitle@towersemi.com
 

 
This press release includes forward-looking statements, which are subject to risks and uncertainties. Actual results may vary from those projected or implied by such forward-looking statements and you should not place any undue reliance on such forward-looking statements. Potential risks and uncertainties include, without limitation, risks and uncertainties associated with: (i) demand in our customers’ end markets; (ii) over demand for our foundry services and/or products that exceeds our capacity; (iii) maintaining existing customers and attracting additional customers, (iv) high utilization and its effect on cycle time, yield and on schedule delivery which may cause customers to transfer their product(s) to other fabs, (v) operating results fluctuate from quarter to quarter making it difficult to predict future performance, (vi) impact of our debt and other liabilities on our financial position and operations, (vii) our ability to successfully execute acquisitions, integrate them into our business, utilize our expanded capacity and find new business, (viii) fluctuations in cash flow, (ix) our ability to satisfy the covenants stipulated in our agreements with our lender banks and bondholders (as of June 30, 2020 we are in compliance with all such covenants included in our banks’ agreements, bond G indenture and others), (x) pending litigation, (xi) new customer engagements, qualification and production ramp-up at our facilities, including TPSCo and the San Antonio facility, (xii) meeting the conditions set in the approval certificates received from the Israeli Investment Center under which we received a significant amount of grants in past years, (xiii) receipt of orders that are lower than the customer purchase commitments, (xiv) failure to receive orders currently expected, (xv) possible incurrence of additional indebtedness, (xvi) effect of global recession, unfavorable economic conditions and/or credit crisis, (xvii) our ability to accurately forecast financial performance, which is affected by limited order backlog and lengthy sales cycles, (xviii) possible situations of obsolete inventory if forecasted demand exceeds actual demand when we manufacture products before receipt of customer orders, (xix) the cyclical nature of the semiconductor industry and the resulting periodic overcapacity, fluctuations in operating results and future average selling price erosion, (xx) the execution of debt re-financing and/or fundraising to enable the service of our debt and/or other liabilities and/or for strategic opportunities and the possible unavailability of such financing and/ or the availability of such financing in unfavorable terms , (xxi) operating our facilities at high utilization rates which is critical in order to cover a portion or all of the high level of fixed costs associated with operating a foundry, and our debt, in order to improve our results, (xxii) the purchase of equipment to increase capacity, the timely completion of the equipment installation, technology transfer and raising the funds therefor, (xxiii) the concentration of our business in the semiconductor industry, (xxiv) product returns, (xxv) our ability to maintain and develop our technology processes and services to keep pace with new technology, evolving standards, changing customer and end-user requirements, new product introductions and short product life cycles, (xxvi) competing effectively, (xxvii) use of outsourced foundry services by both fabless semiconductor companies and integrated device manufacturers; (xxviii) achieving acceptable device yields, product performance and delivery times, (xxix) our dependence on intellectual property rights of others, our ability to operate our business without infringing others’ intellectual property rights and our ability to enforce our intellectual property against infringement, (xxx) our fab3 landlord’s construction project adjacent to our fabrication facility, including possible temporary reductions or interruptions in the supply of utilities and/ or fab manufacturing, as well as claims that our noise abatement efforts are not adequate under the terms of the amended lease; (xxxi) retention of key employees and recruitment and retention of skilled qualified personnel, (xxxii) exposure to inflation, currency rates (mainly the Israeli Shekel and Japanese Yen) and interest rate fluctuations and risks associated with doing business locally and internationally, as well fluctuations in the market price of our traded securities, (xxxiii) issuance of ordinary shares as a result of conversion and/or exercise of any of our convertible securities, as well as any sale of shares by any of our shareholders, or any market expectation thereof, which may depress the market price of our ordinary shares and may impair our ability to raise future capital, (xxxiv) meeting regulatory requirements worldwide, including environmental and governmental regulations, (xxxv) potential engagement for fab establishment, joint venture and/or capital lease transactions for capacity enhancement in advanced technologies, (xxxvi) potential future effect on TPSCo and the Company due to the possible closing of Panasonic sale of PSCS (a company holding 49% of TPSCo) to Nuvoton, (xxxvii) industry and market impact due to the coronavirus and its potential impact on our business, operational continuity, supply chain, revenue and profitability; (xxxviii) potential security, cyber and privacy breaches, and (xxxix) business interruption due to fire and other natural disasters, the security situation in Israel and other events beyond our control such as power interruptions.


 
A more complete discussion of risks and uncertainties that may affect the accuracy of forward-looking statements included in this press release or which may otherwise affect our business is included under the heading "Risk Factors" in Tower’s most recent filings on Forms 20-F and 6-K, as were filed with the Securities and Exchange Commission (the “SEC”) and the Israel Securities Authority. Future results may differ materially from those previously reported. The Company does not intend to update, and expressly disclaims any obligation to update, the information contained in this release.
 
#   #   #
 
(Financial tables follow)



TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)

   
June 30,
   
December 31,
 
   
2020
   
2019
 
             
A S S E T S
           
             
CURRENT ASSETS
           
Cash and cash equivalents
 
$
258,793
   
$
355,561
 
Short-term deposits
   
269,263
     
215,609
 
Marketable securities
   
195,886
     
176,070
 
Trade accounts receivable
   
128,401
     
126,966
 
Inventories
   
210,129
     
192,256
 
Other current assets
   
28,158
     
22,019
 
Total current assets
   
1,090,630
     
1,088,481
 
                 
LONG-TERM INVESTMENTS
   
41,219
     
40,085
 
                 
PROPERTY AND EQUIPMENT, NET
   
765,895
     
681,939
 
                 
GOODWILL AND INTANGIBLE ASSETS, NET
   
16,298
     
17,281
 
                 
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET
   
91,834
     
105,047
 
                 
TOTAL ASSETS
 
$
2,005,876
   
$
1,932,833
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
Short-term debt
 
$
79,668
   
$
65,932
 
Trade accounts payable
   
154,517
     
119,199
 
Deferred revenue and customers' advances
   
8,455
     
10,322
 
Other current liabilities
   
68,192
     
57,603
 
Total current liabilities
   
310,832
     
253,056
 
                 
LONG-TERM DEBT
   
219,764
     
245,821
 
                 
LONG-TERM CUSTOMERS' ADVANCES
   
27,570
     
28,196
 
                 
LONG-TERM EMPLOYEE RELATED LIABILITIES
   
14,970
     
13,285
 
                 
DEFERRED TAX AND OTHER LONG-TERM LIABILITIES
   
40,596
     
45,752
 
                 
TOTAL LIABILITIES
   
613,732
     
586,110
 
                 
TOTAL SHAREHOLDERS' EQUITY
   
1,392,144
     
1,346,723
 
                 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
2,005,876
   
$
1,932,833
 



TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars and share count in thousands, except per share data)

   
T h r e e   m o n t h s    e n d e d
 
   
June 30,
   
March 31,
   
June 30,
 
   
2020
   
2020
   
2019
 
                   
REVENUES
 
$
310,090
   
$
300,171
   
$
306,064
 
                         
COST OF REVENUES
   
252,385
     
247,628
     
252,657
 
                         
GROSS PROFIT
   
57,705
     
52,543
     
53,407
 
                         
OPERATING COSTS AND EXPENSES:
                       
                         
Research and development
   
19,424
     
19,414
     
18,812
 
Marketing, general and administrative
   
16,154
     
16,691
     
16,838
 
                         
     
35,578
     
36,105
     
35,650
 
                         
OPERATING PROFIT
   
22,127
     
16,438
     
17,757
 
                         
FINANCING AND OTHER INCOME (EXPENSE), NET
   
1,831
     
(2,113
)
   
947
 
                         
PROFIT BEFORE INCOME TAX
   
23,958
     
14,325
     
18,704
 
                         
INCOME TAX BENEFIT (EXPENSE), NET
   
(2,484
)
   
1,706
     
1,018
 
                         
PROFIT BEFORE NON CONTROLLING INTEREST
   
21,474
     
16,031
     
19,722
 
                         
NON CONTROLLING INTEREST
   
(2,422
)
   
989
     
1,214
 
                         
NET PROFIT
 
$
19,052
   
$
17,020
   
$
20,936
 
                         
                         
BASIC EARNINGS PER SHARE
 
$
0.18
   
$
0.16
   
$
0.20
 
                         
Weighted average number of shares
   
106,956
     
106,814
     
106,321
 
                         
DILUTED EARNINGS PER SHARE
 
$
0.18
   
$
0.16
   
$
0.20
 
                         
Weighted average number of shares
   
108,277
     
108,149
     
107,178
 
                         
RECONCILIATION FROM GAAP NET PROFIT TO ADJUSTED NET PROFIT:
                       
                         
GAAP NET PROFIT
 
$
19,052
   
$
17,020
   
$
20,936
 
Stock based compensation
   
3,795
     
4,543
     
3,884
 
Amortization of acquired intangible assets
   
493
     
310
     
494
 
ADJUSTED NET PROFIT
 
$
23,340
   
$
21,873
   
$
25,314
 
                         
ADJUSTED BASIC AND DILUTED EARNINGS PER SHARE
 
$
0.22
   
$
0.20
   
$
0.24
 




TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 
(dollars and share count in thousands, except per share data)
 
             
             
   
S i x     m o n t h s    e n d e d
 
   
June 30,
 
   
2020
   
2019
 
             
REVENUES
 
$
610,261
   
$
616,171
 
                 
COST OF REVENUES
   
500,013
     
499,613
 
                 
GROSS PROFIT
   
110,248
     
116,558
 
                 
OPERATING COSTS AND EXPENSES:
               
                 
Research and development
   
38,838
     
37,980
 
Marketing, general and administrative
   
32,845
     
33,479
 
                 
     
71,683
     
71,459
 
                 
OPERATING PROFIT
   
38,565
     
45,099
 
                 
FINANCING AND OTHER INCOME (EXPENSE), NET
   
(282
)
   
1,672
 
                 
PROFIT BEFORE INCOME TAX
   
38,283
     
46,771
 
                 
INCOME TAX EXPENSE, NET
   
(778
)
   
(649
)
                 
PROFIT BEFORE NON CONTROLLING INTEREST
   
37,505
     
46,122
 
                 
NON CONTROLLING INTEREST
   
(1,433
)
   
1,030
 
                 
NET PROFIT
 
$
36,072
   
$
47,152
 
                 
BASIC EARNINGS PER SHARE
 
$
0.34
   
$
0.45
 
                 
Weighted average number of shares
   
106,885
     
105,829
 
                 
RECONCILIATION FROM GAAP NET PROFIT TO ADJUSTED NET PROFIT:
               
                 
GAAP NET PROFIT
 
$
36,072
   
$
47,152
 
Stock based compensation
   
8,338
     
7,707
 
Amortization of acquired intangible assets
   
803
     
2,135
 
ADJUSTED NET PROFIT
 
$
45,213
   
$
56,994
 



TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
RECONCILIATION FROM GAAP OPERATING PROFIT TO EBITDA (UNAUDITED)
(dollars in thousands)

EBITDA CALCULATION:
                 
   
T h r e e    m o n t h s    e n d e d
 
   
June 30,
   
March 31,
   
June 30,
 
   
2020
   
2020
   
2019
 
                   
GAAP OPERATING PROFIT
 
$
22,127
   
$
16,438
   
$
17,757
 
Depreciation of fixed assets
   
55,175
     
51,484
     
47,966
 
Stock based compensation
   
3,795
     
4,543
     
3,884
 
Amortization of acquired intangible assets
   
493
     
310
     
494
 
                         
EBITDA
 
$
81,590
   
$
72,775
   
$
70,101
 

   
S i x   m o n t h s   e n d e d
 
   
June 30,
   
June 30,
 
   
2020
   
2019
 
             
GAAP OPERATING PROFIT
 
$
38,565
   
$
45,099
 
Depreciation of fixed assets
   
106,659
     
94,007
 
Stock based compensation
   
8,338
     
7,707
 
Amortization of acquired intangible assets
   
803
     
2,135
 
                 
EBITDA
 
$
154,365
   
$
148,948
 



TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONSOLIDATED SOURCES AND USES REPORT (UNAUDITED)
(dollars in thousands)

   
T h r e e    m o n t h s    e n d e d
 
   
June 30,
   
March 31,
   
June 30,
 
   
2020
   
2020
   
2019
 
                   
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
 
$
251,348
   
$
355,561
   
$
408,098
 
                         
Net cash provided by operating activities
   
66,603
     
68,336
     
72,156
 
Investments in property and equipment, net
   
(62,537
)
   
(62,907
)
   
(43,727
)
Exercise of options
   
1,127
     
87
     
--
 
Debt repaid, net
   
(5,000
)
   
(24,197
)
   
(7,475
)
Effect of Japanese Yen exchange rate change over cash balance
   
682
     
(176
)
   
3,205
 
Investments in short-term deposits, marketable securities and other assets, net
   
6,570
     
(85,356
)
   
(27,099
)
                         
CASH AND CASH EQUIVALENTS - END OF PERIOD
 
$
258,793
   
$
251,348
   
$
405,158
 

   
S i x    m o n t h s   e n d e d
 
   
June 30,
   
June 30,
 
   
2020
   
2019
 
             
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
 
$
355,561
   
$
385,091
 
                 
Net cash provided by operating activities
   
134,939
     
147,024
 
Investments in property and equipment, net
   
(125,444
)
   
(85,445
)
Exercise of options
   
1,214
     
397
 
Debt repaid, net
   
(29,197
)
   
(10,549
)
Effect of Japanese Yen exchange rate change over cash balance
   
506
     
2,465
 
Investments in short-term deposits, marketable securities and other assets, net
   
(78,786
)
   
(33,825
)
                 
CASH AND CASH EQUIVALENTS - END OF PERIOD
 
$
258,793
   
$
405,158
 


TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)

   
S i x    m o n t h s   e n d e d
   
T h r e e    m o n t h s    e n d e d
 
   
June 30,
   
June 30,
   
June 30,
   
March 31,
   
June 30,
 
   
2020
   
2019
   
2020
   
2020
   
2019
 
                               
CASH FLOWS - OPERATING ACTIVITIES
                             
                               
Net profit for the period
  $
37,505
   
$
46,122
   
$
21,474
   
$
16,031
   
$
19,722
 
                                         
Adjustments to reconcile net profit for the period
                                       
to net cash provided by operating activities:
                                       
Income and expense items not involving cash flows:
                                       
Depreciation and amortization
   
117,299
     
104,867
     
60,268
     
56,796
     
52,853
 
Effect of exchange rate differences on debentures
   
(910
)
   
6,205
     
3,159
     
(4,069
)
   
2,204
 
Other income, net
   
(890
)
   
(445
)
   
(876
)
   
(14
)
   
(428
)
Changes in assets and liabilities:
                                       
Trade accounts receivable
   
(1,296
)
   
31,271
     
(12,981
)
   
11,685
     
12,665
 
Other assets
   
5,122
     
(5,755
)
   
(1,998
)
   
7,355
     
(2,050
)
Inventories
   
(17,380
)
   
(3,017
)
   
(11,209
)
   
(6,171
)
   
378
 
Trade accounts payable
   
(12,950
)
   
(15,204
)
   
(6,751
)
   
(6,199
)
   
(12,553
)
Deferred revenue and customers' advances
   
(2,498
)
   
(13,649
)
   
(1,927
)
   
(571
)
   
(2,964
)
Other current liabilities
   
10,729
     
(1,846
)
   
13,977
     
(3,248
)
   
2,957
 
Long-term employee related liabilities
   
2,078
     
39
     
2,109
     
(31
)
   
(29
)
Deferred tax, net and other long-term liabilities
   
(1,870
)
   
(1,564
)
   
1,358
     
(3,228
)
   
(599
)
Net cash provided by operating activities
   
134,939
     
147,024
     
66,603
     
68,336
     
72,156
 
                                         
CASH FLOWS - INVESTING ACTIVITIES
                                       
Investments in property and equipment, net
   
(125,444
)
   
(85,445
)
   
(62,537
)
   
(62,907
)
   
(43,727
)
Investments in deposits, marketable securities and other assets, net
   
(78,786
)
   
(33,825
)
   
6,570
     
(85,356
)
   
(27,099
)
Net cash used in investing activities
   
(204,230
)
   
(119,270
)
   
(55,967
)
   
(148,263
)
   
(70,826
)
                                         
CASH FLOWS - FINANCING ACTIVITIES
                                       
                                         
Debt repaid, net
   
(29,197
)
   
(10,549
)
   
(5,000
)
   
(24,197
)
   
(7,475
)
Exercise of options
   
1,214
     
397
     
1,127
     
87
     
--
 
Net cash used in financing activities
   
(27,983
)
   
(10,152
)
   
(3,873
)
   
(24,110
)
   
(7,475
)
                                         
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE
   
506
     
2,465
     
682
     
(176
)
   
3,205
 
                                         
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
(96,768
)
   
20,067
     
7,445
     
(104,213
)
   
(2,940
)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
   
355,561
     
385,091
     
251,348
     
355,561
     
408,098
 
                                         
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $
258,793
   
$
405,158
   
$
258,793
   
$
251,348
   
$
405,158