FILED
BY
JAZZ TECHNOLOGIES, INC.
PURSUANT
TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND
DEEMED FILED PURSUANT TO RULE 14a-12
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
SUBJECT
COMPANY: JAZZ TECHNOLOGIES, INC.
COMMISSION
FILE NO.
1-32832
Conference
Call Transcript
JAZ
- Q2 2008 Jazz Technologies Inc Earnings Conference Call
Event
Date/Time: Jul. 29. 2008 / 5:00PM ET
CORPORATE
PARTICIPANTS
Gilbert
Amelio
Jazz
Technologies Inc. - Chairman & CEO
Paul
Pittman
Jazz
Technologies Inc. - EVP, Chief Financial & Administrative
Officer
CONFERENCE
CALL PARTICIPANTS
Steven
Park
Wedbush
Morgan Securities Inc. - Analyst
George
Berman
PRESENTATION
Operator
Good
day,
ladies and gentlemen, and welcome to the Second Quarter 2008 Jazz Technologies
Incorporated Earnings Conference Call. My name is Emmatee and I'll be your
coordinator for today. At this time, all participants are in listen-only mode.
We'll facilitate a question-and-answer session towards the end of today's
conference.
(OPERATOR
INSTRUCTIONS)
I
would
now like to turn the presentation over to your host for today's conference,
Mr.
Gil Amelio, Chairman and CEO of Jazz Technologies. Please proceed.
Gilbert
Amelio
-
Jazz Technologies Inc. - Chairman & CEO
Good
afternoon, and thank you for joining today's conference call. I'm Gil Amelio,
Chairman and CEO of Jazz Technologies, and I'm pleased to host today's call
along with Paul Pittman, our Chief Financial and Administrative Officer, and
Susanna Bennett, our Senior Vice President and Assistant Chief Financial
Officer.
The
purpose of this call is to go over the second quarter 2008 financial and
operating results. After the prepared comments, participants of the live call
will have an opportunity to ask questions.
I'd
like
to remind everyone that some of the information we'll discuss today constitutes
forward-looking statements. Forward-looking statements include statements
regarding anticipated cost savings, growing into new markets and applications,
future revenue diversification, anticipated demand, customer inventory levels,
the timing of and anticipated benefits of our merger with Tower Semiconductor,
our expectations regarding industry conditions, pricing environment, and demand
for our technology and products.
Actual
results could differ materially from our current expectations. To understand
the
risks that could cause results to differ, please refer to the risk factors
identified in our latest annual report on Form 10-K, which is filed with the
Securities and Exchange Commission, and in our subsequent quarterly
reports.
Furthermore,
during today's call we plan to discuss non-GAAP financial measures included,
EBITDA and free cash flow. Updated reconciliations between GAAP and non-GAAP
measures are included in today's press release, which is posted on our website
www.jazztechnologies.com. A webcast replay of this conference will be available
at the same site for 90 days.
And
now,
let me turn the call over to Paul, who will go over the second quarter financial
results.
Paul
Pittman
-
Jazz Technologies Inc. - EVP, Chief Financial & Administrative Officer
Thank
you, Gil. As you know, on May 19, 2008, we announced that we entered into a
merger agreement with Tower Semiconductor. The merger is subject to Jazz
stockholder approval as well as other customary closing conditions. My comments
do not address what effect the merger announcement had on our second quarter
results or what effect that announcement may have on our future
results.
That
being said, our financial performance in the second quarter reflects solid
execution. Second quarter revenues came in slightly above the guidance we had
provided for the quarter, despite weakened end-market demand for consumer and
communications products.
Also,
we
delivered an increase in positive free cash flows compared to the first quarter,
demonstrating the significant progress we have made to improve our cost
structure.
Second
quarter revenues were $47.5 million, down from $50.8 million reported in the
first quarter. The sequential decline in revenues was primarily driven by lower
sales to the handsets and wireless LAN customers.
Gross
margin for the second quarter was $6.5 million, approximately 14% of revenues,
down slightly from the $7.4 million, or approximately 15% of revenues, in the
first quarter of 2008.
Excluding
depreciation and amortization expenses, second quarter 2008 gross margin was
31.5%, or $15 million, compared to first quarter 2008 gross margin excluding
depreciation and amortization of 31.3%, or $15.9 million.
Capacity
utilization was approximately 67% during the second quarter of 2008, a decline
from approximately 88% during the first quarter of 2008. Considering the decline
in capacity utilization for the quarter, we are pleased with our reported cash
gross margin for the quarter.
Our
operating expenses were $8.7 million in the second quarter, down from $9.2
million in the prior quarter. The lower R&D expenses were the primary driver
for the decline in operating expenses and reflect continued cost
controls.
Second
quarter EBITDA, a non-GAAP measure, was $7.9 million. Excluding merger related
expenses of $1.5 million, EBITDA was $9.4 million, or 19.8% of second quarter
revenues. This compares to first quarter EBITDA of $8.5 million.
We
are
pleased to report that the second quarter of 2008 we generated free cash flow
of
$3.8 million, or $5.3 million when excluding the merger related expenses of
$1.5
million. This compares to a free cash flow of $3.5 million for the first
quarter.
We
calculate free cash flow as EBITDA minus cash interest expense and sustaining
capital expenditures. We believe that many of our investors use free cash flow
as an important metric to track our progress.
The
metric provides an insight into the Company's ability to grow operating profits
while taking into account the capital expenditure requirements of our business
as well as our debt obligations.
Second
quarter depreciation, amortization was $9.4 million, approximately the same
as
the previous quarter. Total capital expenditures in the second quarter were
$1.4
million, down from $2.2 million in the first quarter. During the second quarter,
we recorded approximately $2.7 million in net cash interest
expense.
Now,
turning to the balance sheet. As of June 27, 2008, Jazz Technologies had
approximately $9.8 million in cash and cash equivalents, and total debt on
the
balance sheet was $137.2 million, representing $128.2 million of convertible
senior notes and $9 million drawn against the Wachovia line of
credit.
Thus,
net
debt at the end of the quarter was $127.4 million compared to $129 million
at
the end of the first quarter. Jazz Technologies still had unused debt capacity
of $30 million under a three-year senior secured revolving credit facility
with
Wachovia Capital Finance Corporation.
As
of
June 27, 2008, the Company had approximately 19 million common shares and 33
million warrants outstanding with an exercise price of $5.
In
summary, our second quarter financial results demonstrate solid operational
execution. We exceeded the revenue guidance we had provided for the second
quarter and improved free cash flow in a lower revenue quarter. We are pursuing
our strategy to grow into new markets and applications, which we believe will
aid revenue diversification going forward.
We
will
not be providing guidance for the third quarter due to our pending merger with
Tower. With that, I will turn the call back to Gil, who will discuss the
operational aspects of our performance in the second quarter of 2008.
Gil?
Gilbert
Amelio
-
Jazz Technologies Inc. - Chairman & CEO
Thanks,
Paul, and thanks to all of you for joining us today. I want to provide some
brief comments regarding the pending merger.
The
combination of Tower and Jazz can bring together two leading specialty foundries
with leadership positions in multiple specialty process technologies, including
CMOS image sensors, Silicon Germanium, BiCMOS, embedded nonvolatile memory,
RF
CMOS, and BiCMOS LVMOS.
Many
of
these highly differentiated technologies are supported by Jazz's world-class
modeling and design kit technologies. The feedback we have received from
customers on this broad spectrum of technologies has been very
positive.
Before
moving on to my other comments, I want to applaud the Jazz team for maintaining
focus on customer service and operational execution in the second quarter.
The
ability of our people to bring forth world-class technologies and services,
and
at the same time achieve solid financial results in a declining economy, is
a
testament to their exceptional abilities. Our shareholders are well served
by
these men and women.
Looking
ahead, we remain focused on our growth strategy of expanding into new markets
and applications with our specialty process technologies. Jazz continues to
introduce new design and solutions to serve evolving needs of our
customers.
In
the
second quarter, we continued our leadership by announcing the application of
our
180 nanometer Silicon Germanium BiCMOS platform, as well as our high-performance
Vertical PNP module to next-generation green, energy-efficient analog ICs,
enabling customers to achieve up to 30% power savings over standard
CMOS.
Our
modular SiGe process technology offers significant power and efficiency savings
over standard CMOS for integrated wireless and networking products. With
environmental sensitivity driving demand for lower power consumption devices,
we
see exciting opportunities for our technologies in these new
markets.
Not
surprisingly, and as expected, second quarter sales were lower than the first
quarter. We saw evidence of a weaker demand environment for communications
and
consumer electronics during the quarter, with slower product flow through the
supply channel, and some pushing out of purchase orders by
customers.
The
general customer tone has been one of avoiding taking any inventory risks,
while
still projecting optimism about the longer term market
opportunities.
Our
handset and wireless LAN business were the most impacted. In particular, we
saw
a decline in orders from a customer who is a leading provider of
high-performance radio systems. This customer is supplying next-generation
transceiver modules to a leading mobile phone vender.
Our
sales
in any quarter will be dependent to some extent on the timing and ramp of new
handset sales -- or launches, rather. Sales of our wafers for CDMA handsets
remain steady in the second quarter, while orders for power control components
also performed well. It is important to note that we supply wafers for a variety
of components across a broad range of mobile phones, which helps reduce our
exposure to any one segment of the handset market.
Our
wireless LAN business was also sequentially weaker in the second quarter. This
softness was as expected and was primarily due to inventory levels at some
major
customers at the beginning of the second quarter.
That
being said, we continue to be optimistic about this business for a couple of
reasons. First, the inventory buildup at these select customers appears to
have
been largely cleared, and, two, as the proliferation of products incorporating
wireless functionality grows, so does the addressable market for our
technology.
A
notable
decline in the quarter came in analog modem orders. With this technology losing
standardization and fading into obsolescence, we do not see this business
rebounding. Instead, we have been shifting our focus to next-generation
networking solutions.
Sales
in
the digital tuner market remained healthy in the second quarter, and we maintain
bullish expectations for several reasons. First, the approaching transition
from
analog to digital television should continue to increase adoption for digital
tuners.
Second,
as digital tuners continue to be more incorporated into a broader range of
consumer products, most notably high-end mobile products, we expect to
participate in the uptick and demand.
Another
highlight for the quarter is that we supplied a significant volume of wafers
using our BiCMOS technology for channel-stacking switches. These switches allow
multiplexing, which effectively doubles or even quadruples the channel viewing
capacity in set-top boxes for satellite service providers. We're excited about
the longer term growth potential of this technology.
Our
aerospace and defense business provided further revenue diversity in the
quarter, and we expect the revenues from this business to be of growing
importance to our future performance. Over the long term, we believe we are
uniquely positioned to grow this business, as we are only one of only a handful
of onshore providers with the technical expertise to meet the technology, the
design, and the manufacturing standards required by defense
contractors.
Lastly,
the high-performance analog market is an exciting opportunity for our technology
in an area we are focused on growing significantly. We received five design
wins
during the quarter related to optical networking. These design wins address
the
growing 10 Gigabit optical market.
Now,
let
me comment on the proposed merger with Tower. We have not yet set the date
for
the special shareholder meeting to consider and vote on the proposed merger.
However, as we announced earlier today, we have set August 8, 2008, as the
record date for that meeting.
The
transaction will occur -- will require Jazz shareholder approval and is subject
to other closing conditions, which Tower and Jazz are working to meet. We
currently anticipate that the stockholder vote will probably occur sometime
in
September. We would expect to close the transaction soon after the vote, if
our
shareholders vote to approve the merger.
During
this time as the merger with Tower is pending stockholder approval, the Company
is focused on executing our growth strategy of expanding into new applications
and markets, improving our operational performance, and serving our
customers.
In
summary, we exceeded our revenue guidance range for the second quarter, despite
a difficult macroeconomic environment. Additionally, we increased our free
cash
flow, reflecting the continued progress we've made to improve our cost
structure.
And
lastly and perhaps most importantly, we continued to get customer design
commitments that are the key to implementing our strategy of delivering
leading-edge differentiated technology.
Thank
you
for your continued interest in Jazz. In light of the pending merger with Tower
Semiconductor, we will be unable to answer questions about the merger or give
guidance regarding third quarter performance.
Now,
let
me open the call for questions. Operator?
QUESTION
AND ANSWER
Operator
(OPERATOR
INSTRUCTIONS). And your first question comes from the line of [George Berman].
Please proceed.
George
Berman
Good
afternoon, Mr. Amelio.
Gilbert
Amelio
-
Jazz Technologies Inc. - Chairman & CEO
Hi.
George
Berman
I
guess
the -- we can be happy with the numbers. Can you comment a little bit about
the
upcoming merger with Tower Semiconductor, if approved, what kind of synergies
and what the combined companies would look like in your opinion?
Gilbert
Amelio
-
Jazz Technologies Inc. - Chairman & CEO
Well,
I
think what you find in these two companies is quite complementary; that is,
we
have very little overlap. Our customer base tends to be completely distinct
with
virtually no overlap or very little overlap. Our product lines tend to be
completely different.
And
so, I
think this will be a very accretive transaction in the sense of the word meaning
that, while I think there are lots of opportunities for cost savings and cost
reductions, we won't be cannibalizing any of our businesses as a result of
the
merger.
So
I
think it's about as good an outcome as you could reasonably expect. So that's
the way we see it. I'll let Paul comment if he would like to.
Paul
Pittman
-
Jazz Technologies Inc. - EVP, Chief Financial & Administrative Officer
We
have
publicly released in the past an expectation of around $40 million of synergies
in the company -- combined company, and as we are going through this integration
process, we're still comfortable with that number.
George
Berman
Yes,
how
does it effect the footprint of the combined company?
Paul
Pittman
-
Jazz Technologies Inc. - EVP, Chief Financial & Administrative Officer
George,
this is Paul. When you say footprint, you mean our kind of worldwide customer
reach; is that--
George
Berman
Yes.
Paul
Pittman
-
Jazz Technologies Inc. - EVP, Chief Financial & Administrative Officer
--
I
think, as Gil said, the worldwide customer reach is quite complementary. We
do
not have a substantial overlap. I believe of the top 20 customers on each side,
we have no overlap, and I think there are about three customers we share in
common generally.
What
this
means is that we will hopefully be able to market our products to the Tower
customers. And the Tower products and capabilities to our customers in a way
that's fundamentally expansive and complementary to the combined company. So,
I
--
George
Berman
And
--
Paul
Pittman
-
Jazz Technologies Inc. - EVP, Chief Financial & Administrative Officer
--
don't
see any kind of limitations back in the footprint, as you call it. I think
it's
all frankly positive and upside from that standpoint.
George
Berman
--
Well,
I was more looking at your production capacities because I know that Jazz,
itself, you guys have manufacturing here in California. And I think Tower has
operations in Israel, right?
Paul
Pittman
-
Jazz Technologies Inc. - EVP, Chief Financial & Administrative Officer
That's
correct, that's correct. And we don't anticipate any changes in the near to
medium term in terms of the locations we manufacture in. Both of us are running
fabs with -- while I wouldn't say they were full, we both have a significant
level of capacity utilization, and we intend to grow the businesses and the
utilization in both locations and don't anticipate any changes in that
regard.
George
Berman
And
you
do have some outlet also in Asia, right?
Paul
Pittman
-
Jazz Technologies Inc. - EVP, Chief Financial & Administrative Officer
Yes,
we
do. We've obviously got, as you know, through the joint ventures that Jazz
has,
we have some capacity capability in Asia as the market rebounds that we
hopefully will be utilizing again.
George
Berman
So,
you
can tell your customers bring it on --
Paul
Pittman
-
Jazz Technologies Inc. - EVP, Chief Financial & Administrative Officer
That's
correct.
George
Berman
--anything.
You can handle any size, any amount, any quantity.
Paul
Pittman
-
Jazz Technologies Inc. - EVP, Chief Financial & Administrative Officer
That's
absolutely right. You want a job in our sales department?
George
Berman
Well,
I'm
just looking at the combined companies. I do a back of the envelope calculation.
We're looking at a combined company of almost $0.5 billion a year. If we don't
show major gains one way or the other and if you plug in these cost savings
which you alluded to initially when you announced the merger, I think it looks
very, very strong.
Paul
Pittman
-
Jazz Technologies Inc. - EVP, Chief Financial & Administrative Officer
We
agree
with you, so --
George
Berman
Okay.
You're waiting basically now just for the SEC comments on the
proxy?
Paul
Pittman
-
Jazz Technologies Inc. - EVP, Chief Financial & Administrative Officer
--
There's a whole host of steps we have to go through, and obviously getting
the
registration statement to go effective is one of them, but there's several
other
steps. We're confident that we're moving forward quickly, which is why we have
set the record date that was announced earlier today.
Operator
(OPERATOR
INSTRUCTIONS). And your next question comes from the line of Steven Park with
Wedbush Morgan Securities. Please proceed.
Steven
Park
-
Wedbush Morgan Securities Inc. - Analyst
Hi,
just
had a quick question. Do you see capacity utilization going up next quarter
and
any kind of primary driver to that, if so?
Gilbert
Amelio
-
Jazz Technologies Inc. - Chairman & CEO
I
continue to see some softness in capacity utilization frankly. Although, we
did
-- we have recently booked a few orders that are going to help it a little
bit.
But I think it's fair to say that our industry is not immune to the economic
problems that are, frankly, we're seeing around the world.
At
this
time, I think that has created a sense of caution in many of our customers,
and
I think that hasn't worked its way through yet. So I think we've got at least
another quarter of people testing which way the wind is blowing before they
make
large commitments to significant volumes.
However,
there are some programs, as I mentioned in my remarks, that continue to remain
strong. But I think in a general sense, I think we'll continue to see some
softness.
Steven
Park
-
Wedbush Morgan Securities Inc. - Analyst
Can
you
just comment on any particular -- I know you've mentioned handsets, wireless
LAN, digital tuners. Is there anything in particular that you would see
strengthen weaknesses, then, in the next quarter?
Gilbert
Amelio
-
Jazz Technologies Inc. - Chairman & CEO
Yes,
I
commented on our -- the digital tuner marketplace and the products we are
selling into the stack switches that are used by the satellite guys. I think
those are continue -- will continue to be strong markets for us.
I
think
on a longer term basis, I think some of the work we're doing with defense
contractors will continue to be important and will grow. And ultimately I think
the markets that are weak right now, the LAN and wireless areas will come
back.
We
know
those are long-term secular growth areas. What you're seeing now is a short-term
correction, and I'm not overly concerned about the long-term trend
line.
Steven
Park
-
Wedbush Morgan Securities Inc. - Analyst
Just
one
additional question. Regarding inventories, you've said that inventories were
mostly worked through, especially in the wireless LAN. Is there -- are you
concerned about inventory levels in the channel? How do you guys see that right
now?
Gilbert
Amelio
-
Jazz Technologies Inc. - Chairman & CEO
I
guess
what we're seeing -- what we've tried to signal to you is that we were starting
to see a resumption of demand there as those inventories have been worked off.
As I said in my remarks, we had a larger than desired inventory at our customers
at the beginning of the quarter. That got used up. They're now replenishing
some
of those inventories, and that's what we're seeing.
Steven
Park
-
Wedbush Morgan Securities Inc. - Analyst
Okay,
thank you so much.
Operator
(OPERATOR
INSTRUCTIONS). And you have no further questions at this time.
Gilbert
Amelio
-
Jazz Technologies Inc. - Chairman & CEO
Okay,
last chance, everyone out there in telephone land. If you've got a question
for
Paul or me, we'd be delighted to respond. Well, I don't hear any. So let me
conclude, then, by thanking all of you for joining us today.
In
summary, I'm pretty proud of the job that the team did in this quarter. It
was a
very tough quarter going into it, and we came out looking pretty good in terms
of the fundamental financial performance and operational performance both.
And
that lays a good found work -- groundwork for us as we go forward.
I
think
we're going to continue to be challenged in the near-term, but I think in a
longer term basis, as we continue to get these design wins that I talked about
both in our last call and this call. I think you'll see some of those -- some
of
that planning and some of that hard work coming home to roost.
So
I look
forward to talking to all of you again, I hope, in the not-too-distant future.
And if you've got any questions or any continued interest, don't hesitate to
contact us or Market Street Partners.
Thank
you, again, for joining us today. This conference is now concluded.
Operator
Thank
you
for your participation in today's conference. This concludes the presentation.
You may now disconnect. Good day.
|
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Forward-Looking
Statements
This
transcript contains forward-looking statements within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995,
including statements concerning the propsoed merger of Tower Semiconductor,
Ltd.
(“Tower”) with Jazz
Technologies, Inc. (“Jazz”) and the future growth prospects of the combined
company and statements regarding Jazz’s product offerings
.
These
statements are based on management’s current expectations and beliefs and are
subject to a number of risks, uncertainties and assumptions that could cause
actual results to differ materially from those described in the forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements. For example,
statements of expected synergies, customer benefits, costs savings, financial
guidance, the timing of closing, industry ranking, execution of integration
plans and management and organizational structure are all forward-looking
statements. The potential risks and uncertainties include, among others, the
possibility that the merger does not close or that the closing may be delayed,
that expected customer benefits, synergies and costs savings will not be
achieved or that the companies are unable to successfully execute their
integration strategies, that the companies may be required to modify the terms
of the transaction to achieve regulatory approval or for other reasons, that
prior to or after the closing of the merger, the businesses of the companies
may
suffer due to uncertainty, as well as other risks applicable to both Tower’s and
Jazz’s business described in the reports filed by Tower and Jazz with the
Securities and Exchange Commission (the “SEC”) and, in the case of Tower, the
Israel Securities Authority. These filings identify and address other important
factors that could cause Tower’s and Jazz’s respective financial and operational
results to differ materially from those contained in the forward-looking
statements set forth in this document. Accordingly, no assurances can be given
that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what impact they will have on
the
results of operations or financial condition of Tower or Jazz. Tower and Jazz
are providing this information as of the date of this transcript and neither
Tower nor Jazz undertakes any obligation to update any forward-looking
statements contained in this transcript as a result of new information, future
events or otherwise.
Additional
Information about the Proposed Merger and Where to Find It
In
connection with the proposed merger, Tower filed with the SEC a Registration
Statement on Form F-4 that contains a Proxy Statement/Prospectus and related
materials, and, once declared effective by the SEC, Jazz expects to mail to
its
stockholders the final Proxy Statement/Prospectus containing information about
Tower, Jazz and the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED
TO
READ THE FINAL PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS,
CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT TOWER, JAZZ AND THE PROPOSED MERGER.
Investors and security holders are able to obtain free copies of the
Registration Statement on Form F-4, the Proxy Statement/Prospectus and other
relevant materials and documents filed by Tower or Jazz with the SEC through
the
web site maintained by the SEC at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents relating to the
proposed merger filed with the SEC by Tower by directing a request by mail
to
Tower Semiconductor Ltd, P.O. BOX 619, Migdal Haemek, Israel 23105, Attn:
Investor Relations or by telephone at
+972-4-650-6936
.
Investors and security holders may obtain free copies of the documents relating
to the proposed merger filed with the SEC by Jazz by directing a request by
mail
to Jazz Technologies, Inc., 4321 Jamboree Road, Newport Beach, California 92660,
Attn: Investor Relations or by telephone at
949-435-8181
.
Tower,
Jazz and their respective executive officers and directors, under SEC rules,
may
be deemed to be participants in the solicitation of proxies from the
stockholders of Jazz in connection with the proposed merger. Investors and
security holders may obtain information regarding the special interests of
these
executive officers and directors in the proposed merger by reading the final
Proxy Statement/Prospectus filed with the SEC when it becomes available.
Additional information regarding Tower's executive officers and directors is
included in Tower's Form 20-F for the year ended December 31, 2007, which was
filed with the SEC on June 18, 2008. Additional information regarding the
executive officers and directors of Jazz is included in Jazz's Proxy Statement
for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on
April 7, 2008. These documents are available free of charge at the SEC's web
site at www.sec.gov and are also available free of charge from Investor
Relations at Tower and Jazz by contacting Tower and Jazz as described
above.
###
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