Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Registrant Name | TOWER SEMICONDUCTOR LTD. |
Entity Central Index Key | 0000928876 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Dec. 31, 2022 |
Entity File Number | 0-24790 |
Entity Incorporation, State or Country Code | IL |
Entity Address, Address Line One | Ramat Gavriel Industrial Park |
Entity Address, Address Line Two | P.O. Box 619 |
Entity Address, City or Town | Migdal Haemek |
Entity Address Country | IL |
Entity Address, Postal Zip Code | 2310502 |
Title of 12(b) Security | Ordinary Shares, par value New Israeli Shekels 15.00 per share |
Trading Symbol | TSEM |
Name of Exchange on which Security is Registered | NASDAQ |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 109,954,034 |
Auditor Firm ID | 1197 |
Auditor Location | Tel Aviv, Israel |
Auditor Name | Brightman Almagor Zohar & Co. |
ICFR Auditor Attestation Flag | true |
Business Contact [Member] | |
Contact Personnel Name | Nati Somekh |
Entity Address, Address Line One | Ramat Gavriel Industrial Park |
Entity Address, Address Line Two | P.O. Box 619 |
Entity Address, City or Town | Migdal Haemek |
Entity Address Country | IL |
Entity Address, Postal Zip Code | 2310502 |
City Area Code | 972 |
Local Phone Number | 4-6506109 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 340,759 | $ 210,930 | |
Short-term deposits | 495,359 | 363,648 | |
Marketable securities | [1] | 169,694 | 190,068 |
Trade accounts receivable | 152,935 | 142,228 | |
Inventories | 302,108 | 234,512 | |
Other current assets | 34,319 | 54,817 | |
Total current assets | 1,495,174 | 1,196,203 | |
LONG-TERM INVESTMENTS | 8,796 | 39,597 | |
PROPERTY AND EQUIPMENT, NET | 962,258 | 876,683 | |
INTANGIBLE ASSETS, NET | 7,031 | 11,820 | |
GOODWILL | 7,000 | 7,000 | |
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET | 67,349 | 99,938 | |
TOTAL ASSETS | 2,547,608 | 2,231,241 | |
CURRENT LIABILITIES | |||
Current maturities of long-term debt | 62,275 | 83,868 | |
Trade accounts payable | 150,930 | 78,712 | |
Deferred revenue and customers' advances | 38,911 | 39,992 | |
Employee related liabilities | 58,920 | 57,747 | |
Other current liabilities | 76,352 | 16,009 | |
Total current liabilities | 387,388 | 276,328 | |
LONG-TERM DEBT | 210,069 | 230,972 | |
LONG-TERM CUSTOMERS' ADVANCES | 40,893 | 69,968 | |
EMPLOYEE RELATED LIABILITIES | 7,711 | 14,622 | |
DEFERRED TAX AND OTHER LONG-TERM LIABILITIES | 13,006 | 23,962 | |
TOTAL LIABILITIES | 659,067 | 615,852 | |
150,000 authorized as of December 31, 2022 and 2021 110,041 and 109,954 issued and outstanding, respectively, as of December 31, 2022 108,970 and 108,883 issued and outstanding, respectively, as of December 31, 2021 | 440,150 | 435,453 | |
Additional paid-in capital | 1,384,398 | 1,389,051 | |
Cumulative stock based compensation | 174,121 | 149,906 | |
Accumulated other comprehensive loss | (47,537) | (27,883) | |
Accumulated deficit | (50,879) | (315,448) | |
SHAREHOLDERS' EQUITY, before treasury stock | 1,900,253 | 1,631,079 | |
Treasury stock, at cost - 87 shares | (9,072) | (9,072) | |
THE COMPANY'S SHAREHOLDERS' EQUITY | 1,891,181 | 1,622,007 | |
Non-controlling interest | (2,640) | (6,618) | |
TOTAL SHAREHOLDERS' EQUITY | 1,888,541 | 1,615,389 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 2,547,608 | $ 2,231,241 | |
[1]Marketable securities are available-for-sale securities; the amortized cost of such marketable securities of $181,247 and $189,543 as of December 31, 2022 and December 31, 2021, respectively, is presented net of an immaterial allowance for credit losses. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) shares in Thousands, $ in Thousands | Dec. 31, 2022 ₪ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 1999 shares | Dec. 31, 1998 shares | ||
Statement of Financial Position [Abstract] | |||||||
Amortized cost | $ | $ 181,247 | [1] | $ 189,543 | [2] | |||
Ordinary shares, par value | (per share) | ₪ 15 | $ 15 | $ 15 | ||||
Ordinary shares, authorized | 150,000 | 150,000 | |||||
Ordinary shares, issued | 110,041 | 108,970 | |||||
Common Stock, Shares, Outstanding | 109,954 | 108,883 | |||||
Treasury stock, shares | 87 | 87 | 87 | 87 | |||
[1]Excluding accrued interest of $706.[2]Excluding accrued interest of $776. |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
REVENUES | $ 1,677,614 | $ 1,508,166 | $ 1,265,684 |
COST OF REVENUES | 1,211,306 | 1,179,048 | 1,032,366 |
GROSS PROFIT | 466,308 | 329,118 | 233,318 |
OPERATING COSTS AND EXPENSES: | |||
Research and development | 83,911 | 85,386 | 78,320 |
Marketing, general and administrative | 80,282 | 77,221 | 63,965 |
Restructuring gain from sale of machinery and equipment, net | (20,243) | 0 | 0 |
Restructuring expense | 10,684 | 0 | 0 |
TOTAL OPERATING COSTS AND EXPENSES | 154,634 | 162,607 | 142,285 |
OPERATING PROFIT | 311,674 | 166,511 | 91,033 |
FINANCING INCOME (EXPENSE), NET | (12,767) | (12,873) | 2,870 |
OTHER INCOME (EXPENSE), NET | (6,934) | 1,461 | (5,215) |
PROFIT BEFORE INCOME TAX | 291,973 | 155,099 | 88,688 |
INCOME TAX EXPENSE, NET | (25,502) | (1,024) | (5,399) |
NET PROFIT | 266,471 | 154,075 | 83,289 |
Net income attributable to non-controlling interest | (1,902) | (4,063) | (987) |
NET PROFIT ATTRIBUTABLE TO THE COMPANY | $ 264,569 | $ 150,012 | $ 82,302 |
BASIC EARNINGS PER SHARE | |||
Earnings per share | $ 2.42 | $ 1.39 | $ 0.77 |
Weighted average number of shares | 109,349 | 108,279 | 107,254 |
DILUTED EARNINGS PER ORDINARY SHARE: | |||
Earnings per share | $ 2.39 | $ 1.37 | $ 0.76 |
Net profit used for diluted earnings per share | $ 264,569 | $ 150,012 | $ 82,302 |
Weighted average number of ordinary shares outstanding used for diluted earnings per share | 110,754 | 109,798 | 108,480 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net profit | $ 266,471 | $ 154,075 | $ 83,289 |
Other comprehensive income, net of tax: | |||
Foreign currency translation adjustment | (27,595) | (18,995) | 7,830 |
Change in employees plan assets and benefit obligations, net of taxes | (938) | 709 | (394) |
Unrealized loss on derivatives | (690) | (859) | (1,774) |
Comprehensive income | 237,248 | 134,930 | 88,951 |
Comprehensive loss (income) attributable to non-controlling interest | 7,667 | 3,708 | (4,914) |
Comprehensive income attributable to the Company | $ 244,915 | $ 138,638 | $ 84,037 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Ordinary shares [Member] | Additional paid-in capital [Member] | Unearned compensation [Member] | Accumulated other comprehensive income (loss) [Member] | Foreign currency translation adjustments [Member] | Accumulated deficit [Member] | Treasury stock [Member] | Comprehensive income [Member] | Noncontrolling interest [Member] | Total |
BALANCE at Dec. 31, 2019 | $ 426,111 | $ 1,395,376 | $ 107,774 | $ 1,906 | $ (20,150) | $ (547,398) | $ (9,072) | $ (7,824) | $ 1,346,723 | |
BALANCE, SHARES at Dec. 31, 2019 | 106,895 | |||||||||
Exercise of options and RSUs | $ 4,885 | (2,281) | 2,604 | |||||||
Exercise of options and RSUs, shares | 1,115 | |||||||||
Employee stock-based compensation | 16,988 | 16,988 | ||||||||
Cumulative effect upon adoption of ASC 326 | (364) | (364) | ||||||||
Other comprehensive income: | ||||||||||
Profit | 82,302 | $ 82,302 | 987 | 83,289 | ||||||
Foreign currency translation adjustments | 3,903 | 3,903 | 3,927 | 7,830 | ||||||
Change in employees plan assets and benefit obligations | (394) | (394) | (394) | |||||||
Unrealized loss on derivatives | (1,774) | (1,774) | (1,774) | |||||||
Comprehensive income | 84,037 | 84,037 | ||||||||
BALANCE at Dec. 31, 2020 | $ 430,996 | 1,393,095 | 124,762 | (262) | (16,247) | (465,460) | (9,072) | (2,910) | 1,454,902 | |
BALANCE, SHARES at Dec. 31, 2020 | 108,010 | |||||||||
Exercise of options and RSUs | $ 4,457 | (4,044) | 413 | |||||||
Exercise of options and RSUs, shares | 960 | |||||||||
Employee stock-based compensation | 25,144 | 25,144 | ||||||||
Other comprehensive income: | ||||||||||
Profit | 150,012 | 150,012 | 4,063 | 154,075 | ||||||
Foreign currency translation adjustments | (11,224) | (11,224) | (7,771) | (18,995) | ||||||
Change in employees plan assets and benefit obligations | 709 | 709 | 709 | |||||||
Unrealized loss on derivatives | (859) | (859) | (859) | |||||||
Comprehensive income | 138,638 | 138,638 | ||||||||
BALANCE at Dec. 31, 2021 | $ 435,453 | 1,389,051 | 149,906 | (412) | (27,471) | (315,448) | (9,072) | (6,618) | 1,615,389 | |
BALANCE, SHARES at Dec. 31, 2021 | 108,970 | |||||||||
Proceeds from an investment in a subsidiary | 11,645 | 11,645 | ||||||||
Exercise of options and RSUs | $ 4,697 | (4,653) | 44 | |||||||
Exercise of options and RSUs, shares | 1,071 | |||||||||
Employee stock-based compensation | 24,215 | 24,215 | ||||||||
Other comprehensive income: | ||||||||||
Profit | 264,569 | 264,569 | 1,902 | 266,471 | ||||||
Foreign currency translation adjustments | (18,026) | (18,026) | (9,569) | (27,595) | ||||||
Change in employees plan assets and benefit obligations | (938) | (938) | (938) | |||||||
Unrealized loss on derivatives | (690) | (690) | (690) | |||||||
Comprehensive income | $ 244,915 | 244,915 | ||||||||
BALANCE at Dec. 31, 2022 | $ 440,150 | $ 1,384,398 | $ 174,121 | $ (2,040) | $ (45,497) | $ (50,879) | $ (9,072) | $ (2,640) | $ 1,888,541 | |
BALANCE, SHARES at Dec. 31, 2022 | 110,041 | |||||||||
OUTSTANDING SHARES, NET OF TREASURY STOCK AS OF DECEMBER 31, 2021 at Dec. 31, 2022 | 109,954 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS - OPERATING ACTIVITIES | |||
Net profit for the period | $ 266,471 | $ 154,075 | $ 83,289 |
Income and expense items not involving cash flows: | |||
Depreciation and amortization | 292,638 | 270,710 | 240,531 |
Effect of exchange rate differences and fair value adjustment | 10,362 | 1,138 | 6,645 |
Other expense (income), net | 6,934 | (1,461) | 5,215 |
Changes in assets and liabilities: | |||
Trade accounts receivable | (15,232) | 14,335 | (33,087) |
Other current assets | 20,427 | (26,731) | (7,999) |
Inventories | (77,891) | (44,192) | (2,891) |
Trade accounts payable | (20,893) | (25,004) | (18,576) |
Deferred revenue and customers' advances | (30,069) | 74,524 | (3,072) |
Employee related liabilities and other current liabilities | 61,033 | 16,850 | 347 |
Long-term employee related liabilities | 2,956 | (2,681) | 3,936 |
Deferred tax, net and other long-term liabilities | 13,084 | (10,270) | 2,223 |
Net cash provided by operating activities | 529,820 | 421,293 | 276,561 |
CASH FLOWS - INVESTING ACTIVITIES | |||
Investments in property and equipment | (366,403) | (313,808) | (313,656) |
Proceeds related to sale and disposal of property and equipment | 152,866 | 34,548 | 57,117 |
Proceeds from investment realization | 2,574 | 0 | 0 |
Investments in other assets | (1,037) | (1,792) | (1,450) |
Deposits and marketable securities, net | (117,448) | (57,892) | (105,620) |
Net cash used in investing activities | (329,448) | (338,944) | (363,609) |
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from an investment in a subsidiary | 11,685 | 0 | 0 |
Exercise of options, net | 44 | 458 | 2,512 |
Proceeds from loans | 0 | 96,143 | 0 |
Loans repayment | 0 | (97,174) | 0 |
Principal payments on account of capital lease obligation | (38,536) | (35,391) | (25,364) |
Debentures repayment | (39,843) | (40,893) | (38,335) |
Net cash used in financing activities | (66,650) | (76,857) | (61,187) |
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE | (3,893) | (6,245) | 4,357 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 129,829 | (753) | (143,878) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 210,930 | 211,683 | 355,561 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 340,759 | 210,930 | 211,683 |
NON-CASH ACTIVITIES: | |||
Investments in property and equipment | 169,376 | 65,634 | 35,271 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash received during the period from interest | 12,358 | 5,590 | 10,524 |
Cash paid during the period for interest | 4,458 | 4,561 | 6,633 |
Cash paid for (received from) income taxes, net during the period | $ 12,802 | $ 8,288 | $ (2,436) |
DESCRIPTION OF BUSINESS AND GEN
DESCRIPTION OF BUSINESS AND GENERAL | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND GENERAL | NOTE 1: DESCRIPTION OF BUSINESS AND GENERAL The consolidated financial statements of Tower Semiconductor Ltd. (“Tower”) include the financial statements of Tower, and (i) its wholly-owned subsidiary Tower US Holdings Inc., the sole owner of: (1) Tower Semiconductor NPB Holdings, Inc. (formerly named “Jazz US Holdings, Inc.”) and its wholly-owned subsidiary, Tower Semiconductor Newport Beach, Inc. (formerly named “Jazz Semiconductor, Inc.”), an independent semiconductor foundry focused on specialty process technologies for the manufacture of analog intensive mixed-signal semiconductor devices (Tower Semiconductor NPB Holdings, Inc. and Tower Semiconductor Newport Beach, Inc. collectively referred to herein as “TSNB”); and (2) Tower Semiconductor San Antonio, Inc. (formerly named “TowerJazz Texas, Inc.”) (“TSSA”); (ii) its 51% owned subsidiary, Tower Partners Semiconductor Co., Ltd. (formerly named “TowerJazz Panasonic Semiconductor Co. Ltd.”) (“TPSCo”), an independent semiconductor foundry which operated three semiconductor manufacturing facilities located in Tonami, Uozu and Arai (one of which, Arai facility ceased its operations in July 2022, see Note 14B2), in Hokuriku Japan. The other 49% of TPSCo’s shares are held by Nuvoton Technology Corporation Japan (“NTCJ”), formerly named “Panasonic Semiconductor Systems Co., Ltd.” (“PSCS”). PSCS’ name changed to NTCJ following the purchase of PSCS by Nuvoton Technology Corporation (“Nuvoton”) from Panasonic Corporation in September 2020; and (iii) its wholly-owned subsidiary Tower Semiconductor Italy S.r.l. (“TSIT”), incorporated during 2021 following the collaborative arrangement signed in June 2021 with ST Microelectronics S.r.l (“ST”) to share manufacturing capacity that is planned to be established in a new 300 mm fabrication facility in Agrate, Italy. During 2022, TSIT started installation of certain tools in the Agrate facility and the development of certain processes and technologies that it expects to transfer to the Agrate facility. As of December 31, 2022, the operations in Italy have not commenced (see Note 14E). On February 15, 2022, Intel Corporation (“Intel”) and Tower announced the signing of a definitive agreement under which Intel will acquire all of Tower’s outstanding Ordinary Shares for cash consideration of $53 per share. The transaction was approved by Tower’s shareholders and is subject to certain regulatory approvals and customary closing conditions. Tower and its subsidiaries are collectively referred to as the “Company”. The Company is a global specialty foundry leader manufacturing integrated circuits, offering a broad range of customizable process technologies including: SiGe, BiCMOS, mixed signal/CMOS, RF CMOS, CMOS image sensor, integrated power management and MEMS. The Company also provides a world-class design enablement platform for a quick and accurate design cycle, as well as Transfer Optimization and development Process Services (“TOPS”) to integrated device manufacturers (“IDMs”) and fabless companies that require capacity. To provide multi-fab sourcing and expanded capacity for its customers, as of December 31, 2022, the Company operates two manufacturing facilities in Israel (150mm and 200mm), two in the U.S. (200mm) and two in Japan through TPSCo (one 200mm and one 300mm). Tower’s ordinary shares are traded on the NASDAQ Global Select Market and on the Tel-Aviv Stock Exchange (“TASE”) under the symbol TSEM. In March 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) a global pandemic. Since then, the impact of the COVID-19 pandemic continues to evolve as well as the global responses to curb its spread and to treat its impact, which have caused disruption to certain business sectors globally, resulting in economic and other difficulties in many regions worldwide, including supply chain shortages, absence of workforce due to infected and/or quarantined employees and service providers, as well as extended lead times for ordered equipment and supplies. To date, the COVID-19 pandemic has not had a material adverse effect on the Company's business operations, its financial position or its financial stability. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Basis of Presentation The Company’s consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“US GAAP”). B. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. C. Principals of Consolidation The Company’s consolidated financial statements include the financial statements of Tower and its subsidiaries. The Company’s consolidated financial statements are presented after elimination of inter-company transactions and balances. D. Cash and Cash Equivalents Cash and cash equivalents consist of cash, bank deposits, money market funds and short-term investments with insignificant interest rate risk and original maturities of three months or less. E. Short Term Interest-Bearing Deposits Short-term deposits include bank deposits with original maturities greater than three months and with remaining maturities of less than one year. Such deposits are presented at cost, including accrued interest, which approximates their fair value. F. Marketable Securities The Company accounts for its investments in grade debt securities in accordance with ASC 320 " Investments - Debt and Equity Securities" The Company classifies its marketable securities as "available-for-sale", as the Company intends to hold them for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity, mix of the Company’s assets and liabilities, liquidity needs and other similar factors. Securities classified as available for sale are measured at fair value, based on quoted market prices. Gains and losses are recognized on a specific identification basis, in the Company's consolidated statements of operations. Unrealized gains and losses are recorded in (i) other comprehensive income (loss) in the Company’s shareholders’ equity report in periods the Company has no specific need and/ or plan to use cash by selling such securities, or (ii) in the statement of operations as financing expenses (income) in periods the Company has a specific need and/ or plan to use cash by selling such securities. The Company assessed the available-for-sales debt securities with an amortized cost basis in excess of estimated fair value to determine what amount of that difference, if any, is caused by expected credit losses in accordance with ASC 326, "Financial Instruments - Credit Losses" Allowance for credit losses is recognized as a charge in financing income (expense), net, on the consolidated statements of operation, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in shareholders' equity. The Company concluded that the current expected credit losses on its available-for-sale investment portfolio were immaterial. G. Trade Accounts Receivable – Allowance for Expected Credit Loss The Company maintains an allowance based on specific analysis of each customer account receivable’s aging, assessment of its related risk and ability of the customer to make the required payment. In addition, in accordance with ASC 326, "Financial Instruments - Credit Losses" The total allowance for expected credit losses was $3,460 and $946 as of December 31, 2022 and 2021, respectively. H. Inventories Inventories are stated at the lower of aggregate cost or net realizable value. If inventory costs exceed expected net realizable value, the Company writes-down the difference between the cost and the expected net realizable value. Cost of raw materials is determined mainly on the basis of the weighted average moving price per unit. Work in progress is measured at production costs including acquisition costs, processing costs and other costs incurred in bringing the inventories to their present location and condition in the production line. I. Investments in Privately Held Companies Long-term investments include equity investments in privately-held companies without readily determinable fair values. In accordance with ASC 321 - “Investments - Equity Securities”, J. Property and Equipment The Company accounts for property and equipment in accordance with Accounting Standards Codification ASC 360 “ Accounting for the Property, Plant and Equipment Maintenance and repairs are charged to expenses as incurred. Property and equipment are presented net of investment grants received and less accumulated depreciation. Depreciation is calculated based on the straight-line method over the Company’s estimated useful lives of the assets, as follows: Buildings and building improvements, including facility infrastructure 10-25 years Machinery and equipment, software and hardware 3-15 years. Impairment charges, if needed, are determined based on the policy outlined in Note 2L below. Property and equipment also include assets under capital leases, which are depreciated according to their applicable useful life. K. Intangible Assets and Goodwill The Company accounts for intangible assets and goodwill in accordance with ASC 350 “ Intangibles-Goodwill and Other L. Impairment of Assets Impairment of Property, Equipment and Intangible Assets The Company reviews long-lived assets and intangible assets on a periodic basis, as well as when such review is required based upon relevant circumstances, to determine whether events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, considering the undiscounted cash flows expected from them. If applicable, the Company recognizes an impairment loss based upon the difference between the carrying amount and the fair value of such assets, in accordance with ASC 360-10 “ Property, Plant and Equipment Impairment of Goodwill The Company operates in one reporting unit. The Company performs a qualitative analysis when testing goodwill for impairment. A qualitative goodwill impairment test is performed when the fair value of a reporting unit historically has significantly exceeded the carrying value of its net assets and based on current operations is expected to continue to do so. Otherwise, the Company is required to conduct a quantitative impairment test and estimate the fair value of the reporting unit using a combination of an income approach based on discounted cash flow analysis and a market approach based on market multiples. If the fair value of a reporting unit is less than its carrying value, a goodwill impairment charge is recorded for the difference. As of December 31, 2022, the Company performed a qualitative impairment test for its reporting unit and concluded there was no impairment of goodwill. Impairment of Investment in Privately Held Companies Investments in privately held companies accounted for using the measurement alternative are subject to periodic impairment reviews. Based on ASC 321-10-35-3, the Company’s impairment analysis considers qualitative factors to evaluate whether the investment is impaired. For the year ended December 31, 2022, the Company recorded an impairment of $6,978 on account of one of its investments which was fully impaired. M. Leases Effective January 1, 2019, the Company adopted ASC 842 “Leases” ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Because most of the Company’s leases do not provide an implicit rate, the Company's incremental borrowing rate is used based on the information available at the commencement date in determining the present value of lease payments. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense. For additional information, see Notes 11D and 11E. N. Revenue Recognition The Company follows ASC 606 “ Revenue from Contracts with Customers The Company’s revenues are generated principally from sales of semiconductor wafers. The Company, to a much lesser extent, also derives revenues from design support and other technical and support services incidental to the sale of semiconductor wafers. Most of the Company’s sales are achieved through the effort of its direct sales and business development force. Wafer sales typically contain a single performance obligation that is fulfilled on the date of delivery and recognized at a point in time, which is upon shipment of the Company’s products to unaffiliated customers, depending on shipping terms stipulated in the contract. Accordingly, control of the products transfers to the customer in accordance with the transaction's shipping terms. Taxes imposed by governmental authorities, such as sales taxes or value-added taxes, are excluded from net sales. The Company provides for sales returns allowance relating to specified yield or quality commitments as a reduction of revenues, based on past experience and specific identification of events necessitating an allowance, which has been in immaterial amounts. The Company provides its customers with other services that are less significant in scope and amount and for which recognition occurs over time when customers receive the services. O. Research and Development Research and development costs are charged to operations as incurred. Amounts received or receivable from the government of Israel and others, such as participation in research and development programs, are offset from research and development costs. The accrual for grants receivable is determined based on the terms of the programs, provided that the criteria for entitlement have been met. P. Income Taxes The Company accounts for income taxes using an asset and liability approach as prescribed in ASC 740-10 “Income Taxes”. The Company evaluates the potential realization of its deferred tax assets for each jurisdiction in which the Company operates at each reporting date and establishes valuation allowances when it is more likely than not that all or a part of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. The Company considers all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities and deferred tax assets and projected future taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized based on all available evidence. ASC 740-10 prescribes a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more-likely-than-not sustainable, based solely on their technical merits, upon examination and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit of each position as the largest amount that the Company believes is more-likely-than-not realizable. Differences between the amount of tax benefits taken or expected to be taken in its income tax returns and the amount of tax benefits recognized in its financial statements, represent the Company's unrecognized income tax benefits. The Company's policy is to include interest and penalties related to unrecognized income tax benefits as a component of income tax expense. Q. Earnings per Ordinary Share Basic earnings per share are calculated in accordance with ASC 260, “Earnings Per Share” by dividing net profit or loss attributable to ordinary equity holders of Tower (the numerator) by the weighted average number of ordinary shares outstanding during the reported period (the denominator). Diluted earnings per share are calculated, if applicable, by adjusting net profit attributable to ordinary equity holders of Tower, and the weighted average number of ordinary shares, taking into effect all potential dilutive ordinary shares. R. Comprehensive Income In accordance with ASC 220 “ Comprehensive Income S. Functional Currency and Exchange Rate Results The currency of the primary economic environment in which Tower, TSSA, TSNB and TSIT conduct their operations is the U.S. Dollar (“dollar”). Thus, the dollar is their functional and reporting currency. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with ASC 830-10 “Foreign Currency Matters”. T. Stock-based Compensation The Company applies the provisions of ASC Topic 718 “ Compensation - Stock Compensation The compensation costs are recognized using the graded vesting attribution method based on the vesting terms of each unit included in the award resulting in an accelerated recognition of compensation costs. U. Fair Value Measurements of Financial Instruments ASC 820, " Fair Value Measurements and Disclosures (“ASC 820”) ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying value of the Company’s financial instruments of cash, bank deposits, account receivables, payables and accrued liabilities, approximate their current fair values in accordance with their nature and respective maturity dates or durations. The Company had no financial assets or liabilities carried and measured on a non-recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared such as marketable securities and investments in privately-held companies. V. Derivatives and Hedging Effective January 1, 2019, the Company adopted ASU 2017-12, “ Derivatives and Hedging (“Topic 815”): Targeted Improvements to Accounting for Hedge Activities For derivative instruments that are designated and qualify as cash flow hedges, the derivative's gain or loss is initially reported as a component of OCI and is subsequently reclassified into earnings when the hedged exposure affects earnings, in the same line item as the underlying hedged item on the consolidated statements of earnings. Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge. Cash flows from hedging transactions are classified in the same categories as the cash flows from the respective hedged items. W. Recently Adopted Accounting Pronouncements (i) In March 2020, the FASB issued ASU No. 2020-04,” Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform - Scope X. Recently Issued Accounting Pronouncements Not Yet Adopted The Company does not expect recently issued accounting standards or interpretations to have a material impact on the Company’s financial position, results of operations, cash flows or financial statement disclosures. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 3: INVENTORIES Inventories consist of the following as of December 31, 2022 and 2021: Details 2022 2021 Raw materials $ 158,763 $ 81,734 Work in process 116,553 146,840 Finished goods 26,792 5,938 $ 302,108 $ 234,512 Work in process and finished goods are presented net of aggregate write-downs to net realizable value of $8,192 and $2,775 as of December 31, 2022 and 2021, respectively. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4: OTHER CURRENT ASSETS Other current assets consist of the following as of December 31, 2022 and 2021: Details 2022 2021 Direct and indirect Tax receivables $ 21,902 $ 5,540 Prepaid expenses 9,783 36,786 Receivables from Hedging transactions - see Notes 10, 12A and 12D 1,685 10,322 Other receivables 949 2,169 $ 34,319 $ 54,817 |
LONG-TERM INVESTMENTS
LONG-TERM INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
LONG-TERM INVESTMENTS | NOTE 5: LONG-TERM INVESTMENTS Long-term investments consist of the following as of December 31, 2022 and 2021: Details 2022 2021 Severance-pay funds $ 2,075 $ 11,942 Long-term bank deposits - 12,500 Investments in privately held companies 6,721 15,155 $ 8,796 $ 39,597 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6: PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following as of December 31, 2022 and 2021: Details 2022 2021 Original cost: (*) Land and Buildings, including facility infrastructure $ 429,277 $ 432,069 Machinery and equipment 3,576,824 3,254,062 $ 4,006,101 $ 3,686,131 Accumulated depreciation: Buildings, including facility infrastructure $ (279,408 ) $ (267,942 ) Machinery and equipment (2,764,435 ) (2,541,506 ) $ (3,043,843 ) $ (2,809,448 ) $ 962,258 $ 876,683 (*) Original cost includes ROU assets under capital lease in the amount of $223,716 and $211,790 as of December 31, 2022 and 2021, respectively. The depreciation expense of such assets amounted to $14,215 and $14,037 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the original cost of land, buildings, machinery and equipment was reflected net of investment grants in the aggregate amount of approximately $285,000. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 7: INTANGIBLE ASSETS, NET Intangible assets consist of the following as of December 31, 2022: Details Useful life (years) Cost Accumulated Amortization Net Technologies 4-20 $ 6,692 $ (5,180 ) $ 1,512 Facilities’ lease 19 33,500 (28,105 ) 5,395 Customer relationships 15 2,600 (2,476 ) 124 Total identifiable intangible assets $ 42,792 $ (35,761 ) $ 7,031 Intangible assets consist of the following as of December 31, 2021: Details Useful life (years) Cost Accumulated Amortization Net Technologies 4-20 $ 8,172 $ (3,332 ) $ 4,840 Facilities’ lease 19 33,500 (26,817 ) 6,683 Customer relationships 15 2,600 (2,303 ) 297 Total identifiable intangible assets $ 44,272 $ (32,452 ) $ 11,820 |
DEFERRED TAX AND OTHER LONG-TER
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET | NOTE 8: DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET Deferred tax and other long-term assets, net consist of the following as of December 31, 2022 and 2021: Details 2022 2021 Deferred tax asset (see Note 19) $ 32,787 $ 53,526 ROU - assets under operating leases 10,355 14,113 Fair value of cross-currency interest rate swap (see Note 12D) - 4,372 Prepaid long-term land lease, net 2,812 2,934 Long-term prepaid expenses 21,395 24,993 $ 67,349 $ 99,938 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities, Current [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 9: OTHER CURRENT LIABILITIES Other current liabilities consist of the following as of December 31, 2022 and 2021: Details 2022 2021 Proceeds on account of machinery and equipment to be sold as part of Arai restructuring (see also note 14B) $ 60,121 $ - Tax payables 7,953 10,272 Hedging transactions payables 6,947 3,040 Interest payable on debt 253 588 Others 1,078 2,109 $ 76,352 $ 16,009 |
LONG-TERM DEBT - SERIES G DEBEN
LONG-TERM DEBT - SERIES G DEBENTURES | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable [Abstract] | |
LONG-TERM DEBT - SERIES G DEBENTURES | NOTE 10: LONG-TERM DEBT - SERIES G DEBENTURES In June 2016, Tower raised approximately $115,000 through the issuance of long-term unsecured non-convertible debentures (“Series G Debentures”). The Series G Debentures were payable in seven semi-annual consecutive equal installments from March 2020 to March 2023 and carried an annual interest rate of 2.79%. The principal and interest amounts were denominated in NIS and were not linked to any index or to any other currency. The Company entered into cash flow hedging transactions to mitigate the foreign exchange rate changes’ impact on the principal and interest using a cross-currency swap. As of December 31, 2022 and December 31, 2021, the outstanding principal amount of Series G Debentures was NIS 67 million and NIS 201 million, respectively (approximately $19,000 and $64,000, respectively), with related hedging transactions net asset fair value of approximately $2,000 and $13,000, respectively. The changes in the fair value of the outstanding principal amount of the debentures and in the fair value of the hedging transactions were attributed to the corresponding changes in the exchange rates during the reported periods (see Note 12D). The Series G Debentures’ indenture included customary financial and other terms and conditions, including a negative pledge and financial covenants. As of December 31, 2022, the Company was in compliance with all of the financial covenants under the indenture. As of March 31, 2023, the Series G Debentures were fully redeemed. Composition by repayment schedule as of December 31, 2022: Details Interest Rate 2023 Total Series G Debentures 2.79 % $ 18,997 $ 18,997 Accretion of carrying amount to principal amount (32 ) Carrying amount $ 18,965 |
LONG-TERM DEBT - OTHERS
LONG-TERM DEBT - OTHERS | 12 Months Ended |
Dec. 31, 2022 | |
Loans Payable [Abstract] | |
LONG-TERM DEBT - OTHERS | NOTE 11: LONG-TERM DEBT - OTHERS A. Composition As of December 31, 2022 and 2021: Details 2022 2021 Long-term JPY loan - principal amount - see Notes 11B and 11C below $ 83,368 $ 95,572 Capital leases and other long-term liabilities - see Note 11D below 159,656 141,073 Operating leases - see Note 11E below 10,355 14,113 Less - current maturities (43,310 ) (41,324 ) $ 210,069 $ 209,434 B. Repayment Schedule of Long-term JPY Loan As of December 31, 2022: Details Interest Rate 2023 2024 2025 2026 2027 Total Long-term JPY loan 1.95 % $ - $ 11,911 $ 23,819 $ 23,819 $ 23,819 $ 83,368 C. Long-term JPY Loan In December 2021, TPSCo refinanced its then existing loan with an 11 billion JPY (approximately $96,000) new asset-based loan with a consortium of financial institutions consisted of (i) JA Mitsui Leasing, Ltd., (ii) Mitsubishi HC Capital Inc., (iii) Taishin International Bank Co., Ltd. Tokyo Branch; and (iv) BOT lease Co. Ltd. (“JP Loan”). The JP Loan carries a fixed interest rate of 1.95% per annum with principal payable in seven semiannual payments from December 2024 until December 2027. The JP Loan is secured mainly by a lien over the machinery and equipment of TPSCo located in the Uozu and Tonami manufacturing facilities. The JP Loan also contains certain financial ratios and covenants, as well as customary definitions of events of default and acceleration of the repayment schedule. TPSCo’s obligations pursuant to the JP Loan are not guaranteed by Tower, NTCJ, or any of their affiliates (see also Note 14B). As of December 31, 2022, TPSCo was in compliance with all of the financial ratios and covenants under the JP Loan. D. Capital Lease Agreements and Other Long-term Liabilities Certain of the Company’s subsidiaries enter into capital lease agreements from time to time for certain machinery and equipment, usually for a period of four years, with an option to buy the machinery and equipment after a period of between three to four years from the start of the lease period. The lease agreements are denominated in JPY and contain annual interest rates of approximately 2% and the assets under the lease agreements are pledged to the lender until the time at which the respective subsidiary acquires the assets. The obligations under the capital lease agreements are guaranteed by Tower, except for TPSCo’s obligations under its capital lease agreements (see also Note 14B). TPSCo leases its fabrication facility buildings in Japan from NTCJ under a long-term capital lease until at least March 2032. As of December 31, 2022 and 2021, the Company’s total outstanding capital lease liabilities for fixed assets were $158,114 and $139,037, respectively, of which $39,610 and $36,282 respectively, were included under current maturities of long-term debt. The following presents the maturity of capital lease and other long-term liabilities as of December 31, 2022: Fiscal Year Amount ($) 2023 $ 42,604 2024 43,956 2025 28,603 2026 26,701 2027 4,888 2028 and on 20,778 Total 167,530 Less - imputed interest (7,874 ) Total $ 159,656 E. Operating Lease Agreements The Company enters into operating leases from time to time for office space, operating facilities and vehicles. Operating lease cost for the years ended December 31, 2022, 2021 and 2020 was $5,867, $7,535 and $7,627, respectively. During 2022, cash paid for operating lease liabilities was $5,680. The following presents the composition of operating leases in the balance sheets: Details Classification in the Consolidated Balance Sheets December 31, 2022 December 31, 2021 ROU - assets under operating leases Deferred tax and other long-term assets, net $ 10,355 $ 14,113 Lease liabilities: Current operating lease liabilities Current maturities of long-term debt $ 3,171 $ 4,512 Long-term operating lease liabilities Long-term debt 7,184 9,601 Total operating lease liabilities $ 10,355 $ 14,113 Weighted average remaining lease term (years) 4.3 4.8 Weighted average discount rate 1.94 % 1.94 % The following presents the maturity presentation of operating lease liabilities as of December 31, 2022: Fiscal Year Amount ($) 2023 $ 3,134 2024 2,406 2025 2,235 2026 2,222 2027 671 Total 10,668 Less - imputed interest (313 ) Total $ 10,355 F. Wells Fargo Credit Line TSNB entered into an agreement with Wells Fargo Capital Finance, part of Wells Fargo & Company (“Wells Fargo”), for a secured asset-based revolving credit line in the total amount of up to $70,000 maturing in September 2023 (the “TSNB Credit Line Agreement”). The applicable interest on loans under the TSNB Credit Line Agreement is at a rate equal to, at lender’s option, either the lender’s prime rate plus a margin ranging from 0.0% to 0.5% or the SOFR rate plus a margin ranging from 1.25% to 1.75% per annum. The outstanding borrowing availability varies from time to time based on the levels of TSNB’s eligible accounts receivable, eligible equipment, eligible inventories and other terms and conditions described in the TSNB Credit Line Agreement. The obligations of TSNB under the TSNB Credit Line Agreement are secured by a continuing security interest in, and a lien upon, TSNB’s assets as set forth in the TSNB Credit Line Agreement. The TSNB Credit Line Agreement contains customary covenants and other terms, including customary events of default. TSNB’s obligations pursuant to the TSNB Credit Line Agreement are not guaranteed by Tower or any of its affiliates. As of December 31, 2022, TSNB was in compliance with all of the covenants under the TSNB Credit Line Agreement. As of December 31, 2022, the borrowing availability under the TSNB Credit Line Agreement was approximately $61,000, of which approximately $500 was utilized through letters of credit. As of December 31, 2022, and 2021, no loan amounts were outstanding under the TSNB Credit Line Agreement. |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | NOTE 12: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS The Company makes certain disclosures as detailed below with regard to financial instruments, including derivatives. These disclosures include, among other matters, the nature and terms of derivative transactions, information about significant concentrations of credit risk and the fair value of financial assets and liabilities. The Company formally designates qualifying derivatives as hedge relationships (“hedges”) and applies hedge accounting when considered appropriate. The Company does not use derivative financial instruments for trading or speculative purposes. A. Exchange Rate Transactions As the functional currency of Tower is the USD and part of Tower’s expenses are denominated in NIS, Tower enters into exchange rate agreements from time to time to partially hedge the volatility of future cash flows caused by changes in foreign exchange rates on NIS-denominated expenses. In 2022, the exchange rate transaction-related derivatives were accounted for as hedge accounting resulting in gain or loss initially reported as a component of OCI and subsequently upon maturity reclassified into the statement of operations at the same time that the hedged item’s exposure results were recorded in the statement of operations. Gains (losses) reclassified from other comprehensive income into net income (loss) recognized in COGS in the Company’s consolidated statements of operations for the year ended December 31, 2022 were $36,857. In 2021 the Company did not apply hedge accounting to its exchange rate transaction-related derivatives and changes in the fair values of such derivatives were charged as incurred to the statements of operations. As of December 31, 2022, the fair value amounts of such exchange rate agreements were $3,805 in a liability position, presented in other current liabilities with a face value of $157,000. As of December 31, 2021, the fair value amounts of such exchange rate agreements were $2,134 in an asset position, presented in other current assets with a face value of $67,500. As the functional currency of the Company is the USD and part of TPSCo revenues and expenses are denominated in JPY, the Company enters into exchange rate agreements from time to time to hedge the volatility of future cash flows caused by changes in foreign exchange rates on JPY-denominated amounts. As of December 31, 2022, and 2021, the fair value amounts of such exchange rate agreements were $3,142 in a liability position and $3,040 in a liability position, respectively, presented in other current liabilities and other current liabilities, respectively, with a face value of $217,000 and $164,000, respectively. In 2022 the related derivatives were accounted for as cash flow hedges resulting in gain or loss initially reported as a component of OCI and subsequently reclassified into the statement of operations at the same time that the hedged item’s exposure results were recorded in the statement of operations. In 2021 the Company did not apply hedge accounting to its derivatives protecting the volatility of future cash flows caused by changes in foreign exchange rates on JPY-denominated amounts. Exchange rate transaction-related derivatives and changes in the fair values of such derivatives were charged as incurred to the statements of operations. B. Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, bank deposits, marketable securities, derivatives, trade receivables and government and other receivables. The Company’s cash, deposits, marketable securities and derivatives are maintained with large and reputable banks and investment banks. The composition and maturities of investments are regularly monitored by the Company. Generally, these securities may be redeemed upon demand and bear minimal risk. The Company generally does not require collateral for insurance of receivables; However, in certain circumstances, the Company obtains credit insurance or may require advance payments. An allowance for current expected credit losses is maintained with respect to trade accounts receivables and marketable securities. The Company performs ongoing credit evaluations of its customers. C. Fair Value of Financial Instruments The estimated fair values of the Company’s financial instruments, excluding debentures, do not materially differ from their respective carrying amounts as of December 31, 2022 and 2021. The fair value of debentures, based on quoted market prices as of December 31, 2022 and 2021, was approximately $19,000 and $66,000, respectively, compared to carrying amounts of approximately $19,000 and $64,000, for the above dates, respectively. D. Designated Cash Flow Hedge Transactions The Company entered into designated cash flow hedging transactions using a cross-currency swap to mitigate the foreign exchange rate changes’ impact on principal and interest arising from the Series G Debentures’ denomination in NIS. As of December 31, 2022, the fair value of the swap was $1,685 in an asset net position and was presented in other current assets. As of December 31, 2021, the fair value of the swap was $12,560 in an asset net position, of which $8,188 was presented in other current assets and $4,372 was presented in long-term assets. As of December 31, 2022 and December 31, 2021, the effective portions of $16 loss and $27 income, respectively were recorded in OCI, of which a loss of $16 will be recorded in earnings during the first three months of 2023. For the years ended December 31, 2022 and December 31, 2021, the hedging effect of the swap on the Company’s results of operations was loss of $5,966 and income of $542, respectively, and was recognized as financing income (loss), to offset the effect of the rate difference related to the Series G Debentures. E. Fair Value Measurements Valuation Techniques In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology applies to the Company’s Level 1 assets and liabilities. If quoted prices in active markets for identical assets and liabilities are not available to determine fair value, the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. This pricing methodology applies to the Company’s Level 2 and Level 3 assets and liabilities. Level 1 Measurements Securities classified as available-for-sale are reported at fair value on a recurring basis. These securities are classified as Level 1 of the valuation hierarchy where quoted market prices from reputable third-party brokers are available in an active market. Changes in fair value of securities available-for-sale are recorded in other comprehensive income. Level 2 Measurements If quoted market prices are not available, the Company obtains fair value measurements of similar assets and liabilities from an independent pricing service. These securities are reported using Level 2 inputs and the fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security’s terms and conditions, among other factors. For cross-currency swap and derivatives measured under Level 2, the Company uses the market approach using quotations from banks and other public information. Level 3 Measurements Investments in equity securities of privately-held companies without readily determinable fair values are measured using the Measurement Alternatives (see Note 2I). The Company reviews these investments for impairment and observable price changes on a quarterly basis and adjusts the carrying value accordingly. For the year ended December 31, 2022, the Company recorded a decrease of $6,978 in the value of such investments, and for the year ended December 31, 2021, the Company recorded a decrease of $2,963 in the value of such investments, presented in other income (expense), net in the statements of operations. Recurring fair value measurements using the indicated inputs: Details December 31, 2022 Quoted prices in active market for identical liability (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Cross-currency swap - net asset position $ 1,685 $ - $ 1,685 $ - Privately held companies 6,720 - - 6,720 Marketable securities held for sale 169,694 169,694 - - Foreign exchange forward and cylinders - net liability position (6,947 ) - (6,947 ) - $ 171,152 $ 169,694 $ (5,262 ) $ 6,720 Details December 31, 2021 Quoted prices in active market for identical liability (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Cross-currency swap - net asset position $ 12,560 $ - $ 12,560 $ - Privately held companies 15,155 - - 15,155 Marketable securities held for sale 190,068 190,068 - - Foreign exchange forward and cylinders - net liability position (906 ) - (906 ) - $ 216,877 $ 190,068 $ 11,654 $ 15,155 F. Short-Term and Long-Term Deposits and Marketable Securities Deposits and marketable securities as of December 31, 2022 included short-term deposits in the amount of $495,359 and marketable securities with applicable accrued interest in the amount of $169,694; as of December 31, 2021, deposits and marketable securities included short-term deposits in the amount of $363,648, marketable securities with applicable accrued interest in the amount of $190,068 and a long-term bank deposit in the amount of $12,500. The following table summarizes amortized costs, gross unrealized gains and losses and estimated fair values of available-for-sale marketable securities as of December 31, 2022: Details Amortized Cost (*) Gross unrealized gains Gross unrealized losses Estimated fair value Corporate bonds $ 158,089 $ 535 $ (11,656 ) $ 146,968 Government bonds 22,686 - (1,130 ) 21,556 Municipal bonds 472 - (8 ) 464 $ 181,247 $ 535 $ (12,794 ) $ 168,988 * Excluding accrued interest of $706. The scheduled maturities of available-for-sale marketable securities as of December 31, 2022, were as follows: Details Amortized Cost Estimated fair value Due within one year $ 78,855 $ 75,365 Due within 2-5 years 98,034 89,943 Due after 5 years 4,358 3,680 $ 181,247 $ 168,988 The following table summarizes amortized costs, gross unrealized gains and losses and estimated fair values of available-for-sale marketable securities as of December 31, 2021: Details Amortized Cost (*) Gross unrealized gains Gross unrealized losses Estimated fair value Corporate bonds $ 161,491 $ 1,453 $ (1,311 ) $ 161,633 Government bonds 27,332 1 (399 ) 26,934 Municipal bonds 472 - - 472 Certificate of deposit 248 5 - 253 $ 189,543 $ 1,459 $ (1,710 ) $ 189,292 * Excluding accrued interest of $776. The scheduled maturities of available-for-sale marketable securities as of December 31, 2021, were as follows: Details Amortized Cost Estimated fair value Due within one year $ 22,547 $ 22,637 Due within 2-5 years 127,576 126,510 Due after 5 years 39,420 40,145 $ 189,543 $ 189,292 Investments with continuous unrealized losses for less than twelve months and twelve months or more and their related fair values as of December 31, 2022 and December 31, 2021, were as indicated in the following tables: December 31, 2022 Investments with continuous unrealized losses for less than twelve months Investments with continuous unrealized losses for twelve months or more Total investments with continuous unrealized losses Details Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses Corporate bonds $ 57,388 $ (3,160 ) $ 87,065 $ (8,496 ) $ 144,453 $ (11,656 ) Government bonds 11,193 (319 ) 10,363 (811 ) 21,556 (1,130 ) Municipal bonds - - 464 (8 ) 464 (8 ) Total $ 68,581 $ (3,479 ) $ 97,892 $ (9,315 ) $ 166,473 $ (12,794 ) December 31, 2021 Investments with continuous unrealized losses for less than twelve months Investments with continuous unrealized losses for twelve months or more Total investments with continuous unrealized losses Details Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses Corporate bonds $ 87,495 $ (1,129 ) $ 11,182 $ (182 ) $ 98,677 $ (1,311 ) Government bonds 13,117 (164 ) 10,725 (235 ) 23,842 (399 ) Total $ 100,612 $ (1,293 ) $ 21,907 $ (417 ) $ 122,519 $ (1,710 ) |
EMPLOYEE RELATED LIABILITIES
EMPLOYEE RELATED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | |
EMPLOYEE RELATED LIABILITIES | NOTE 13: EMPLOYEE RELATED LIABILITIES A. Employee Termination Benefits Israeli law, labor agreements and corporate policy determine the obligations of Tower to make severance payments to dismissed Israeli employees and to Israeli employees leaving employment under certain circumstances. Generally, the liability for severance pay benefits, as determined by Israeli law, is based upon length of service and the employee’s monthly salary. This liability is primarily covered by regular deposits made each month by Tower into recognized severance and pension funds and by insurance policies maintained by Tower, based on the employee’s salary for the relevant month. Commencing January 1, 2005, Tower implemented a labor agreement with regard to most of its Israeli employees, according to which monthly deposits into recognized severance and pension funds or insurance policies will release it from any additional severance obligation in excess of the balance in such accounts to such Israeli employees and, therefore, Tower incurs no liability or asset with respect to such severance obligations and deposits, since that date. Any net severance amount as of such date will be released on the employee’s termination date. Payments relating to Israeli employee termination benefits were $6,269, $5,941 and $5,254 for 2022, 2021 and 2020, respectively. TPSCo established a Defined Contribution Retirement Plan (the “DC Plan”) for its employees through which TPSCo contributes approximately 8.5% for 2022 and 7.7% for 2021 with employees’ average match of 0.8% of the employees’ base salary to the DC Plan. Such contribution releases the employer from further obligation to make any additional payments upon termination of employment. The contribution is remitted either to third party benefit funds based on employee preference, or directly, to those employees who elected not to enroll in the DC Plan. Total payments under the DC Plan in 2022, 2021 and 2020 amounted to $4,838, $5,331 and $6,132, respectively. B. TSNB Employee Benefit Plans The following information provides the changes in 2022, 2021 and 2020 periodic expenses and benefit obligations due to the bargaining agreement signed between TSNB and its collective bargaining unit employees. Post-Retirement Medical Plan The components of the net periodic benefit cost and other amounts recognized in other comprehensive income for post-retirement medical plan expense are as follows as of December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Net periodic benefit cost: Service cost $ 4 $ 5 $ 6 Interest cost 57 52 57 Amortization of prior service costs - - - Amortization of net loss (gain) (157 ) (179 ) (241 ) Total net periodic benefit cost $ (96 ) $ (122 ) $ (178 ) Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ - $ - $ - Net loss (gain) for the period (515 ) (23 ) 146 Amortization of prior service costs - - - Amortization of net gain (loss) 157 179 241 Total recognized in other comprehensive income (loss) $ (358 ) $ 156 $ 387 Total recognized in net periodic benefit cost and other comprehensive income (loss) $ (454 ) $ 34 $ 209 Weighted average assumptions used: Discount rate 3.00 % 2.80 % 3.40 % Expected return on plan assets N/A N/A N/A Rate of compensation increases N/A N/A N/A Assumed health care cost trend rates: Health care cost trend rate assumed for current year (pre-65/post-65 Medicare Advantage) 6.00%/8.50 % 6.00%/6.50 % 6.20%/(5.00 )% Health care cost trend rate assumed for current year (pre-65/post-65 Non-Medicare Advantage) 6.00%/6.40 % 6.00%/6.50 % 6.20%/6.10 % Ultimate rate (pre-65/post-65) 4.50%/4.50 % 4.50%/4.50 % 4.50%/4.50 % Year the ultimate rate is reached (pre-65/post-65) 2031/2031 2029/2029 2029/2029 Measurement date December 31, 2022 December 31, 2021 December 31, 2020 The components of the change in benefit obligation, change in plan assets and funded status for post-retirement medical plan are as follows as of years ended December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Change in medical plan related benefit obligation: Medical plan related benefit obligation at beginning of period $ 1,912 $ 1,882 $ 1, 689 Service cost 4 5 6 Interest cost 57 52 57 Benefits paid (4 ) (4 ) (16 ) Change in medical plan provisions - - - Actuarial loss (gain) (515 ) (23 ) 146 Benefit medical plan related obligation end of period $ 1,454 $ 1,912 $ 1,882 Change in plan assets: Fair value of plan assets at beginning of period $ - $ - $ - Employer contribution 4 4 16 Benefits paid (4 ) (4 ) (16 ) Fair value of plan assets at end of period $ - $ - $ - Medical plan related net funding $ (1,454 ) $ (1,912 ) $ (1,882 ) As of December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Amounts recognized in statement of financial position: Current liabilities $ (59 ) $ (48 ) $ (62 ) Non-current liabilities (1,395 ) (1,864 ) (1,820 ) Net amount recognized $ (1,454 ) $ (1,912 ) $ (1,882 ) Weighted average assumptions used: Discount rate 5.10 % 3.00 % 2.80 % Rate of compensation increases N/A N/A N/A Assumed health care cost trend rates: Health care cost trend rate assumed for next year (pre-65/post-65 Medicare Advantage) 7.30%/9.25 % 5.80%/8.50 % 6.00%/6.50 % Health care cost trend rate assumed for next year (pre-65/post-65 Non-Medicare Advantage) 7.30%/8.30 % 5.80%/6.20 % 6.00%/6.50 % Ultimate rate (pre-65/post-65 Medicare Advantage) 4.50%/4.50 % 4.40%/4.50 % 4.50%/4.50 % Ultimate rate (pre-65/post-65 Non-Medicare Advantage) 4.50%/4.50 % 4.40%/4.40 % 4.50%/4.50 % Year the ultimate rate is reached (pre-65/post-65) 2031/2031 2031/2031 2029/2029 The following benefit payments are expected to be paid in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter: Fiscal Year Other Benefits 2023 $ 59 2024 70 2025 69 2026 73 2027 81 2028 - 2032 $ 455 Description of Significant Gains and Losses in Obligations: For fiscal year ended December 31, 2022, the benefit obligation experienced a net actuarial gain that was primarily attributable to the discount rate increase compared to the prior year. For fiscal year ended December 31, 2021, the benefit obligation experienced a net actuarial gain that was primarily attributable to the discount rate increase to 3.00%, compared to 2.80% in the prior year. TSNB Pension Plan TSNB has a pension plan that provides for monthly pension payments to eligible employees upon retirement. The pension benefits are based on years of service and specified benefit amounts. TSNB uses a December 31 measurement date each year. TSNB’s funding policy is to make contributions that satisfy at least the minimum required contribution for IRS qualified plans. The components of the change in benefit obligation, the change in plan assets and funded status for TSNB’s pension plan for the years ended December 31, 2022, 2021 and 2020 are as follows: Details 2022 2021 2020 Net periodic benefit cost: Interest cost $ 627 $ 575 $ 687 Expected return on plan assets (778 ) (788 ) (909 ) Expected administrative expenses 200 100 100 Amortization of prior service costs 3 3 3 Amortization of net loss - 27 27 Total net periodic benefit cost $ 52 $ (83 ) $ (92 ) Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ - $ - $ - Net loss (gain) for the period 1,545 (1,038 ) 149 Amortization of prior service costs (3 ) (3 ) (3 ) Amortization of net gain - (27 ) (27 ) Total recognized loss (gain) in other comprehensive income (loss) $ 1,542 $ (1,068 ) $ 119 Total recognized in net periodic benefit cost (gain) and other comprehensive income (loss) $ 1,594 $ (1,151 ) $ 27 Weighted average assumptions used: Discount rate 2.90 % 2.50 % 3.20 % Expected return on plan assets 3.10 % 3.10 % 3.80 % Rate of compensation increases N/A N/A N/A The components of the change in benefit obligation, change in plan assets and funded status for TSNB’s pension plan for the years ended December 31, 2022, 2021 and 2020 are as follows: Details 2022 2021 2020 Change in benefit obligation: Benefit obligation at beginning of period $ 22,081 $ 23,467 $ 21,908 Interest cost 627 575 687 Benefits paid (804 ) (778 ) (736 ) Change in plan provisions - - - Actuarial loss (gain) (4,468 ) (1,183 ) 1,608 Benefit obligation end of period $ 17,436 $ 22,081 $ 23,467 Change in plan assets: Fair value of plan assets at beginning of period $ 25,750 $ 25,985 $ 24,454 Actual return on plan assets (5,211 ) 616 2,337 Employer contribution - - - Expenses paid (224 ) (73 ) (69 ) Benefits paid (804 ) (778 ) (737 ) Fair value of plan assets at end of period $ 19,511 $ 25,750 $ 25,985 Funded Status $ 2,075 $ 3,669 $ 2,518 Amounts recognized in statement of financial position: Non-current assets $ 2,075 $ 3,669 $ 2,518 Non-current liabilities - - - Net amount recognized $ 2,075 $ 3,669 $ 2,518 Weighted average assumptions used: Discount rate 5.10 % 2.90 % 2.50 % Rate of compensation increases N/A N/A N/A The following benefit payments are expected to be paid in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter: Fiscal Year Other Benefits 2023 $ 1,018 2024 1,101 2025 1,173 2026 1,225 2027 1,261 2028 - 2032 $ 6,441 Description of Significant Gains and Losses in Obligations: For fiscal year ended December 31, 2022, the benefit obligation experienced a net actuarial gain that was primarily attributable to the discount rate increase to 5.10%, compared to 2.90% in the prior year. For fiscal year ended December 31, 2021, the benefit obligation experienced a net actuarial gain that was primarily attributable to the discount rate increase to 2.90%, compared to 2.50% in the prior year. The plan’s assets measured at fair value on a recurring basis consisted of the following as of December 31, 2022: Details Level 1 Level 2 Level 3 Investments in commingled funds $ - $ 19,511 $ - Total plan assets at fair value $ - $ 19,511 $ - The plan’s assets measured at fair value on a recurring basis consisted of the following as of December 31, 2021: Details Level 1 Level 2 Level 3 Investments in commingled funds $ - $ 25,750 $ - Total plan assets at fair value $ - $ 25,750 $ - TSNB’s pension plan weighted average asset allocations on December 31, 2022, by asset category are as follows: Asset Category December 31, 2022 Target allocation 2023 Equity securities 9 % 10 % Debt securities 91 % 90 % Total 100 % 100 % TSNB’s primary policy goals regarding the plan’s assets are to (1) provide liquidity to meet the Plan benefit payments and expenses payable from the Plan, (2) offer a reasonable probability of achieving a growth of assets that will assist in closing the Plan’s funding gap, and (3) manage the Plan’s assets in a liability framework. Plan assets are currently invested in commingled funds with various debt and equity investment objectives. The target asset allocation for the plan assets is 90% debt, or fixed income securities, and 10% equity securities. Individual funds are evaluated periodically based on comparisons to benchmark indices and peer group funds and investment decisions are made by TSNB in accordance with the policy goals. Actual allocation to each asset category fluctuates and may not be within the target allocation specified above due to changes in market conditions. The estimated expected return on assets of the plan is based on assumptions derived from, among other things, the historical return on assets of the plan, the current and expected investment allocation of assets held by the plan and the current and expected future rates of return in the debt and equity markets for investments held by the plan. The obligations under the plan could differ from the obligation currently recorded, if management's estimates are not consistent with actual investment performance. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14: COMMITMENTS AND CONTINGENCIES A. Liens Loans, Bonds and Capital Leases For liens relating to the TSNB Credit Line Agreement, see Note 11F. For liens under TPSCo’s JP Loan, see Note 11C. For liens under the capital lease agreements, see Note 11D. For negative pledge under the Series G Debentures’ indenture, see Note 10. B. TPSCo 1. Renewed Contracts In August 2022, agreements were signed between Tower, TPSCo and NTCJ to extend the business relationship of these three companies through March 2027 under certain amended terms, including changes to the commercial pricing for the manufacturing and other services provided by TPSCo and enhanced financial support from Tower and NTCJ to TPSCo. 2. Japanese Facility Operations Restructuring As part of agreements signed in 2019, as amended thereafter, between the Company, NTCJ and TPSCo, it has been decided to re-organize and re-structure operations in Japan such that, while operations at the Uozu and Tonami facilities will remain unchanged, the Arai manufacturing factory, which was manufacturing products solely for NTCJ and was not serving the Company’s customers, will cease operations. This cessation of operations of Arai factory occurred in June 2022 and during 2022 TPSCo initiated the process of transferring part of the machinery and equipment from the Arai factory to the Tonami factory for operations there-at. The rest of the machinery and equipment were sold to third parties. The restructuring process, including the transfer and installation of machinery and equipment in the Tonami factory and the sale of the other equipment, is expected to be completed during 2023. For the year ended December 31, 2022, the Company recorded restructuring gain from sale of machinery and equipment, net of $20,243 as well as restructuring expense of $10,684. Changes in accruals related to Arai factory cessation for the year ended December 31, 2022 were as follows: Details Asset disposal accrual Other Restructuring costs accrual Accrued balance as of January 1, 2022 $ 2,250 $ - Expenses accrued - 10,684 Accruals related to assets 521 2,654 Cash payments (808 ) (5,703 ) Accrued balance as of December 31, 2022 $ 1,963 $ 7,635 C. License Agreements The Company enters into intellectual property and licensing agreements with third parties from time to time. The effect of each of them on the Company’s total assets and results of operations is immaterial. Certain of these agreements call for royalties to be paid by the Company to these third parties. D. TSNB Lease Agreement TSNB leases its fabrication facilities under an operational lease contract that is due to expire in 2027. In amendments to its lease, (i) TSNB secured various contractual safeguards designed to limit and mitigate any adverse impact of construction activities on its fabrication operations; and (ii) certain obligations of TSNB and the landlord are specified, including certain noise abatement actions at the fabrication facility. The landlord has made claims that TSNB’s noise abatement efforts are not adequate under the terms of the amended lease, and has requested a judicial declaration that TSNB has committed material non-curable breaches of the lease and that, in accordance with the lease, the landlord would be entitled to terminate the lease. TSNB does not agree and is disputing these claims. E. Definitive Agreement with ST Microelectronics In 2021, TSIT, Tower’s wholly-owned Italian subsidiary, entered into a definitive agreement with ST Microelectronics (“ST”) to share under collaborative arrangement a 300mm manufacturing fabrication facility that is planned to be established in Agrate Italy. The fab is currently under construction by ST. The parties are planning to share the cleanroom space and the facility infrastructure that shall be built, with the Company installing its own equipment in one-third of the total space. TSIT and ST will invest in their respective process equipment, and work to accelerate the process flows transfer to the fab, product development, qualification and subsequent ramp-up. Operations will continue to be managed by ST. During 2022, TSIT started installation of certain tools in the Agrate facility and the development of certain processes and technologies that it expects to transfer to the Agrate facility. As of December 31, 2022, the operations in Italy have not commenced. F. Other Agreements From time to time, in the ordinary course of business, the Company enters into long-term agreements with various entities for the joint development of products IPs and processes. The developed IPs may be owned separately by either the other entity or the Company, or owned jointly by both parties, as applicable. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 15: SHAREHOLDERS’ EQUITY A. Description of Ordinary Shares As of December 31, 2022, Tower had 150 million authorized ordinary shares, par value NIS 15.00 each, of which approximately 110 million were outstanding. Holders of ordinary shares are entitled to participate equally in the payment of cash dividends and bonus share (stock dividend) distributions and, in the event of the liquidation of Tower, in the distribution of assets after satisfaction of liabilities to creditors. Each ordinary share is entitled to one vote on all matters to be voted on by shareholders. B. Equity Incentive Plans (1) Tower’s 2013 Share Incentive Plan (the “2013 Plan”) In 2013, the Company adopted a share incentive plan for directors, officers and employees of the Company, which in 2019 was extended to enable grants to third party service providers (“2013 Plan”). Options granted under the 2013 Plan bear an exercise price equal to the average closing price during the thirty trading days immediately prior to the date of grant, vest over up to a three-year period and are not exercisable beyond seven years from the grant date. Under the 2013 Plan, the Company granted, in 2022 and 2021, a total of 0.61 million restricted stock units (“RSUs”) and 1.0 million RSUs, respectively, to its employees and directors (including the below-described grants to the CEO and Chairman), with vesting over up to a three-year period. The Company measures compensation expenses of the RSUs based on the closing market price of the ordinary shares immediately prior to the date of grant and amortizes it over the applicable vesting period taking into consideration compliance with performance criteria, if any. During 2022, the Company's CEO and members of the Board of Directors were awarded the following RSUs under the Company’s 2013 Plan: (i) 59 thousand time-vested RSUs and 97 thousand performance RSUs (“PSUs”) subject also to time-vesting, to the CEO, with 33% of such RSUs and PSUs to vest at the end of each year for 3 years following the grant date. Total compensation value of the RSUs granted was approximately $7,200. As was approved by shareholders in 2019, the grant also includes a provision requiring the CEO to own, commencing May 2024, ordinary shares of the Company at a minimum value that equals at least three times his annual base salary as of May 2024 (the “Minimum Holding”). The CEO has until May 2024 to accumulate the Minimum Holding (whether by conversion of RSUs to ordinary shares or by purchase of ordinary shares), and during such period, until he accumulates the Minimum Holding, he must retain at least 20% of the vested time-based RSUs granted to him on or after May 2019; (ii) 6.5 thousand time-vested RSUs to the chairman of the Board of Directors (“the Chairman”) for a total compensation value of $300, to vest 33% at the end of each year following the grant date; and (iii) 2.7 thousand time-vested RSUs to each of the seven members of the Board of Directors then serving (other than to the Chairman and the CEO), for an aggregate compensation value of $875, vesting over a two-year period, with 50% vesting at the first anniversary of the date of grant and 50% on the second anniversary of the date of grant. As was approved by shareholders in 2020, the Chairman and the members of the Board will have to own, commencing July 2025, ordinary shares of the Company at a minimum value that equals at least 50% of their annual cash compensation (the “BOD Minimum Holding”). The Chairman and the members of the Board have until July 2025 to accumulate the BOD Minimum Holding (whether by conversion of RSUs to ordinary shares or by purchase of ordinary shares), and during such period, until they accumulate the BOD Minimum Holding, they must retain at least 20% of the vested time-based RSUs granted to them on or after July 2020. During 2021, the Company's CEO and members of the Board of Directors were awarded the following RSUs under the Company’s 2013 Plan: (i) 80 thousand time-vested RSUs and 132 thousand performance RSUs (“PSUs”) subject also to time-vesting, consisting of 120 thousand base PSUs and 12 thousand upside PSUs to the CEO, with 33% of such RSUs and PSUs to vest at the end of each year for 3 years following the grant date. Total compensation value of the RSUs granted was approximately $6,000. In addition, the Company's CEO was awarded 31 thousand PSUs that would vest upon attainment of certain performance conditions and not before one year from the date of grant, with a compensation value of approximately $1,000. As was approved by shareholders in 2019, the grant also includes a Minimum Holding requirement; (ii) 10.3 thousand time-vested RSUs to the chairman of the Board of Directors (“the Chairman”) for a total compensation value of $300, to vest 33% at the end of each year following the grant date; and (iii) 4.3 thousand time-vested RSUs to each of the seven members of the Board of Directors then serving (other than to the Chairman and the CEO), for an aggregate compensation value of $875, vesting over a two-year period, with 50% vesting at the first anniversary of the date of grant and 50% on the second anniversary of the date of grant. As was approved by shareholders in 2020, the grants to the Chairman and the members of the Board include a BOD Minimum Holding requirement. During 2020, the Company's CEO and members of the Board of Directors were awarded the following RSUs under the 2013 Plan: (i) 109 thousand time-vested RSUs and 163 thousand PSUs to the CEO (subject also to time-vesting, under which 33% of the RSUs and PSUs will vest at the end of each year for 3 years following the grant date), with a compensation value of approximately $5,000; (ii) 16 thousand time vested RSUs to the Chairman for a total compensation value of $300, to vest 33% at the end of each year following the grant date; and (iii) 5 thousand time vested RSUs to each of the nine members of the Board of Directors serving then (other than to the Chairman and the CEO), for an aggregate compensation value of $900, vesting over a two-year period, with 50% vesting at the first anniversary of the date of grant and 50% on the second anniversary of the date of grant. Under the compensation plan of the Company, and as approved by the Company’s shareholders in September 2013, all of the awards to the CEO shall be accelerated upon the occurrence of a change of control event (as defined therein), subject to termination of his employment (or resignation due to diminution of responsibilities, as defined therein). With respect to the members of the Board of Directors, including the Chairman, in the event of termination, such as termination due to a change of control event, each Director who served less than 5 years on the Board of Directors would be entitled to acceleration of 50% of all of his/her unvested equity and each Director who served 5 years or more on the Board of Directors would be entitled to acceleration of all of his/her unvested equity. Further grants may be approved subject to Compensation Committee, Board of Directors and shareholders’ approval, as may be required by law. (2) i. Share Options awards: 2022 2021 2020 Details Number of share options Weighted average exercise price Number of share options Weighted average exercise price Number of share options Weighted average exercise price Outstanding as of beginning of year 2,558 $ 17.16 32,805 $ 15.28 343,451 $ 8.79 Granted - $ - - $ - - $ - Exercised (2,558 ) $ 17.16 (30,247 ) $ 15.12 (308,479 ) $ 8.14 Terminated - $ - - $ - (667 ) $ 9.90 Forfeited - $ - - $ - (1,500 ) $ 4.42 Outstanding as of end of year - $ - 2,558 $ 17.16 32,805 $ 15.28 Options exercisable as of end of year - $ - 2,558 $ 17.16 32,805 $ 15.28 ii. RSUs awards: 2022 2021 2020 Details Number of RSUs Weighted average fair value Number of RSUs Weighted average fair value Number of RSUs Weighted average fair value Outstanding as of beginning of year 2,211,100 $ 24.11 2,223,043 $ 19.45 2,013,613 $ 19.13 Granted 612,881 $ 44.99 1,002,275 $ 29.91 1,105,155 $ 19.86 Converted (1,068,219 ) $ 21.99 (929,466 ) $ 19.56 (806,993 ) $ 20.45 Forfeited (42,766 ) $ 24.24 (84,752 ) $ 20.28 (88,732 ) $ 18.62 Outstanding as of end of year 1,712,996 $ 32.90 2,211,100 $ 24.11 2,223,043 $ 19.45 (3) Summary of Information about Employees’ Share Incentive Plans No options were outstanding as of December 31, 2022 Details for the year ended December 31 2022 2021 2020 The intrinsic value of options exercised $ 77 $ 504 $ 4,429 The original fair value of options exercised $ 19 $ 188 $ 1,018 Details for the year ended December 31 2022 2021 2020 The intrinsic value of converted RSUs $ 48,829 $ 27,807 $ 15,971 The original fair value of converted RSUs $ 23,492 $ 18,183 $ 16,506 Stock-based compensation expenses were recognized in the Statement of Operations for the years ended December 31, 2022, 2021 and 2020 as follows: Details 2022 2021 2020 Cost of goods $ 7,393 $ 7,003 $ 5,197 Research and development, net 4,754 4,855 3,568 Marketing, general and administrative 12,068 13,286 8,223 Total stock-based compensation expense $ 24,215 $ 25,144 $ 16,988 C. Treasury Stock During 1999 and 1998, the Company funded the purchase by a trustee of an aggregate of approximately 87 thousand Tower’s ordinary shares. These shares are classified as treasury shares. D. Dividend Restriction Tower is subject to certain limitations on dividend distribution under the Series G Debentures indenture that allows for distribution of dividends subject to satisfying certain financial ratios. |
INFORMATION ON GEOGRAPHIC AREAS
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | NOTE 16: INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS A. Revenues by Geographic Area - as Percentage of Total Revenue Years ended December 31, 2022, 2021 and 2020: Details 2022 2021 2020 USA 49 % 41 % 44 % Japan 16 22 28 Asia (other than Japan) 26 30 22 Europe 9 7 6 Total 100 % 100 % 100 % The basis of attributing revenues from external customers to geographic area is based on the headquarters location of the customer issuing the purchase order; actual delivery may be shipped to another geographic area per customer request. B. Long-Lived Assets by Geographic Area Substantially all of Tower’s long-lived assets are located in Israel, substantially all of TSNB’s and TSSA’s long-lived assets are located in the United States and substantially all of TPSCo’s long-lived assets are located in Japan. As of December 31, 2022 and 2021: Details 2022 2021 Israel $ 248,711 $ 238,758 United States 257,759 264,038 Europe 147,493 - Japan 308,295 373,887 $ 962,258 $ 876,683 C. Major Customers - as Percentage of Net Accounts Receivable Balance As of December 31, 2022, no customer exceeded 10% of the net accounts receivable balance. As of December 31, 2021, one customer exceeded 10% of the net accounts receivable balance and represented 14% of such balance. D. Major Customers - as Percentage of Total Revenue Years ended December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Customer A 14 % 21 % 25 % Customer B 9 13 11 Other customers * 24 20 23 * Represents aggregated revenue to four customers that accounted for between 4% and 8% of total revenue during 2022, to four customers that accounted for between 4% and 7% of total revenue during 2021, and to four customers that accounted for between 4% and 7% of total revenue during 2020. |
FINANCING INCOME (EXPENSE), NET
FINANCING INCOME (EXPENSE), NET | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
FINANCING INCOME (EXPENSE), NET | NOTE 17: FINANCING INCOME (EXPENSE), NET Financing income (expense), net consists of the following for the years ended December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Interest expense $ (5,687 ) $ (7,312 ) $ (6,755 ) Interest income 13,596 5,368 8,484 Series G Debentures amortization, related exchange rate and related hedging results (772 ) (1,773 ) (3,045 ) Exchange rate and related hedging results (3,986 ) (7,092 ) 5,509 Marketable securities fair value adjustments (9,225 ) - - Bank fees and others (6,693 ) (2,064 ) (1,323 ) $ (12,767 ) $ (12,873 ) $ 2,870 |
RELATED PARTIES BALANCES AND TR
RELATED PARTIES BALANCES AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES BALANCES AND TRANSACTIONS | NOTE 18: RELATED PARTIES BALANCES AND TRANSACTIONS A. Balance The nature of the relationship involved as of December 31, 2022 and 2021: Details 2022 2021 Long-term investment Equity investment in a limited partnership $ 57 $ 57 B. Transactions Description of the transactions for the years ended December 31, 2022, 2021 and 2020: Details Description of the transactions 2022 2021 2020 General and administrative expense Directors’ fees and reimbursement to directors $ 696 $ 771 $ 787 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 19: INCOME TAXES A. Tower Statutory Income Rates Substantially all of Tower’s existing facilities and other capital investments made through 2012 have been granted approved enterprise status, as provided by the Law for the Encouragement of Capital Investment in Israel (“Investments Law”). Tower, as an Israeli industrial company located in Migdal Ha’emek, may elect the Preferred Enterprise regime to apply to it under the Investment Law. The election is irrevocable. Under the Preferred Enterprise regime, Tower’s entire preferred income is subject to a tax rate of 7.5%. Any portion of Tower’s taxable income that is not eligible for Preferred Enterprise benefits, if at all, shall be taxed at the regular corporate tax rate of 23%. B. Income Tax Provision The . The Company’s income tax provision consists of the following for the years ended December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Current tax expense: Foreign $ 13,167 $ 13,504 $ 2,232 Deferred tax expense (benefit): Local 21,550 2,518 8,481 Foreign (9,215 ) (14,998 ) (5,314 ) Income tax expense $ 25,502 $ 1,024 $ 5,399 Details 2022 2021 2020 Profit before taxes: Local $ 295,438 $ 166,273 $ 100,145 Foreign (3,465 ) (11,174 ) (11,457 ) Total profit before taxes $ 291,973 $ 155,099 $ 88,688 C. Components of Deferred Tax Asset/Liability The following is a summary of the components of the deferred tax assets and liabilities reflected in the balance sheets as of the respective dates (*), as of December 31, 2022 and 2021: Details 2022 2021 Deferred tax asset and liability - long-term: Deferred tax assets: Net operating loss carryforward $ 53,473 $ 77,586 Employees compensation 7,670 5,366 Accruals and allowances 10,935 7,863 Research and development credit 21,340 20,633 Research and development - Section 174 11,748 - Others 1,894 3,737 107,060 115,185 Valuation allowance, see Note 19F below (17,541 ) (11,644 ) Deferred tax assets $ 89,519 $ 103,541 Deferred tax liabilities - long-term: Depreciation and amortization $ (69,314 ) $ (72,678 ) Others 77 (1,114 ) Deferred tax liabilities $ (69,237 ) $ (73,792 ) Presented in long term deferred tax assets $ 32,787 $ 53,526 Presented in long term deferred tax liabilities $ (12,505 ) $ (23,777 ) (*) Deferred tax assets and liabilities relating to Tower for the years 2022 and 2021 are computed based on the Israeli Preferred Enterprise tax rate of 7.5%. D. Unrecognized Tax Benefit A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Details Unrecognized tax benefits Balance as of January 1, 2022 $ 7,763 Additions for tax positions of current year 727 Reduction due to statute of limitations of prior years - Balance as of December 31, 2022 $ 8,490 Details Unrecognized tax benefits Balance as of January 1, 2021 $ 15,314 Additions for tax positions of current year 624 Reduction due to statute of limitations of prior years (8,175 ) Balance as of December 31, 2021 $ 7,763 Details Unrecognized tax benefits Balance as of January 1, 2020 $ 15,113 Additions for tax positions of current year 624 Reduction due to statute of limitations of prior years (423 ) Balance as of December 31, 2020 $ 15,314 E. Effective Income Tax The reconciliation of the statutory tax rate to the effective tax rate for the years ended December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Tax expense computed at statutory rates, see (*) below $ 67,154 $ 35,673 $ 20,398 Effect of different tax rates in different jurisdictions and Preferred Enterprise Benefit (46,012 ) (24,683 ) (15,046 ) Change in valuation allowance, see Note 19F below 5,911 899 3,479 Permanent differences and other, net (1,551 ) (10,865 ) (3,432 ) Income tax expense $ 25,502 $ 1,024 $ 5,399 (*) The tax expense was computed based on the regular Israeli corporate tax rate of 23%. F. Net Operating Loss Carryforward As of December 31, 2022, Tower had net operating loss carryforward for tax purposes of approximately $500,000 which may be carried forward indefinitely. The future utilization of Tower US Holdings’ federal net operating loss carryforward to offset future federal taxable income is subject to an annual limitation as a result of ownership changes that have occurred. Additional limitations could apply if ownership changes occur in the future. TSNB had two “change in ownership” events that limit the utilization of net operating loss carryforward. The first “change in ownership” event occurred in February 2007 upon Jazz Technologies’ acquisition of TSNB. The second “change in ownership” event occurred in September 2008, upon Tower’s acquisition of TSNB. TSNB concluded that the net operating loss limitation for the change in ownership which occurred in September 2008 will be an annual utilization of approximately $2,000 in its tax return. As of December 31, 2022, Tower US Holdings has federal net operating loss carryforwards of approximately $75,000 of which approximately $62,000 does not expire and is subject to an annual taxable income limitation of 80%. The remaining federal tax loss carryforward of $13,000 will expire in 2028, unless previously utilized. As of December 31, 2022, Tower US Holdings had California state net operating loss carryforward of approximately $11,000. The state tax loss carryforward will begin to expire in 2029, unless previously utilized. Tower US Holdings recorded a valuation allowance thereby reducing the deferred tax asset balances of the federal and state net operating loss carryforward. As of December 31, 2022, and 2021, TPSCo had no net operating loss carryforward. G. Final Tax Assessments Tower possesses final tax assessments through the year 1998. In addition, the tax assessments for the years 1999-2017 are deemed final. During 2023, the Israeli tax authority commenced a tax assessment on Tower for the tax years 2018 to 2021. As of the date of issuance of this annual report, the tax assessment is in initial stages. Tower US Holdings files a consolidated tax return including TSNB and TSSA. Tower US Holdings and its subsidiaries are subject to U.S. federal income tax as well as income tax in multiple states. In general, Tower US Holdings is no longer subject to U.S. federal income tax examinations on years before 2019 and state and other U.S local income tax examinations on years before 2018. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses were generated and carried forward, and make adjustments up to the amount of the net operating loss carryforward amount. TPSCo possesses final tax assessments through the year 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | A. Basis of Presentation The Company’s consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“US GAAP”). |
Use of Estimates in Preparation of Financial Statements | B. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Principles of Consolidation | C. Principals of Consolidation The Company’s consolidated financial statements include the financial statements of Tower and its subsidiaries. The Company’s consolidated financial statements are presented after elimination of inter-company transactions and balances. |
Cash and Cash Equivalents | D. Cash and Cash Equivalents Cash and cash equivalents consist of cash, bank deposits, money market funds and short-term investments with insignificant interest rate risk and original maturities of three months or less. |
Short Term Interest-Bearing Deposits | E. Short Term Interest-Bearing Deposits Short-term deposits include bank deposits with original maturities greater than three months and with remaining maturities of less than one year. Such deposits are presented at cost, including accrued interest, which approximates their fair value. |
Marketable securities | F. Marketable Securities The Company accounts for its investments in grade debt securities in accordance with ASC 320 " Investments - Debt and Equity Securities" The Company classifies its marketable securities as "available-for-sale", as the Company intends to hold them for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity, mix of the Company’s assets and liabilities, liquidity needs and other similar factors. Securities classified as available for sale are measured at fair value, based on quoted market prices. Gains and losses are recognized on a specific identification basis, in the Company's consolidated statements of operations. Unrealized gains and losses are recorded in (i) other comprehensive income (loss) in the Company’s shareholders’ equity report in periods the Company has no specific need and/ or plan to use cash by selling such securities, or (ii) in the statement of operations as financing expenses (income) in periods the Company has a specific need and/ or plan to use cash by selling such securities. The Company assessed the available-for-sales debt securities with an amortized cost basis in excess of estimated fair value to determine what amount of that difference, if any, is caused by expected credit losses in accordance with ASC 326, "Financial Instruments - Credit Losses" Allowance for credit losses is recognized as a charge in financing income (expense), net, on the consolidated statements of operation, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in shareholders' equity. The Company concluded that the current expected credit losses on its available-for-sale investment portfolio were immaterial. |
Trade Accounts Receivable – Allowance for Expected Credit Loss | G. Trade Accounts Receivable – Allowance for Expected Credit Loss The Company maintains an allowance based on specific analysis of each customer account receivable’s aging, assessment of its related risk and ability of the customer to make the required payment. In addition, in accordance with ASC 326, "Financial Instruments - Credit Losses" The total allowance for expected credit losses was $3,460 and $946 as of December 31, 2022 and 2021, respectively. |
Inventories | H. Inventories Inventories are stated at the lower of aggregate cost or net realizable value. If inventory costs exceed expected net realizable value, the Company writes-down the difference between the cost and the expected net realizable value. Cost of raw materials is determined mainly on the basis of the weighted average moving price per unit. Work in progress is measured at production costs including acquisition costs, processing costs and other costs incurred in bringing the inventories to their present location and condition in the production line. |
Investments in Privately Held Companies | I. Investments in Privately Held Companies Long-term investments include equity investments in privately-held companies without readily determinable fair values. In accordance with ASC 321 - “Investments - Equity Securities”, |
Property and Equipment | J. Property and Equipment The Company accounts for property and equipment in accordance with Accounting Standards Codification ASC 360 “ Accounting for the Property, Plant and Equipment Maintenance and repairs are charged to expenses as incurred. Property and equipment are presented net of investment grants received and less accumulated depreciation. Depreciation is calculated based on the straight-line method over the Company’s estimated useful lives of the assets, as follows: Buildings and building improvements, including facility infrastructure 10-25 years Machinery and equipment, software and hardware 3-15 years. Impairment charges, if needed, are determined based on the policy outlined in Note 2L below. Property and equipment also include assets under capital leases, which are depreciated according to their applicable useful life. |
Intangible Assets and Goodwill | K. Intangible Assets and Goodwill The Company accounts for intangible assets and goodwill in accordance with ASC 350 “ Intangibles-Goodwill and Other |
Impairment of Assets | L. Impairment of Assets Impairment of Property, Equipment and Intangible Assets The Company reviews long-lived assets and intangible assets on a periodic basis, as well as when such review is required based upon relevant circumstances, to determine whether events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, considering the undiscounted cash flows expected from them. If applicable, the Company recognizes an impairment loss based upon the difference between the carrying amount and the fair value of such assets, in accordance with ASC 360-10 “ Property, Plant and Equipment Impairment of Goodwill The Company operates in one reporting unit. The Company performs a qualitative analysis when testing goodwill for impairment. A qualitative goodwill impairment test is performed when the fair value of a reporting unit historically has significantly exceeded the carrying value of its net assets and based on current operations is expected to continue to do so. Otherwise, the Company is required to conduct a quantitative impairment test and estimate the fair value of the reporting unit using a combination of an income approach based on discounted cash flow analysis and a market approach based on market multiples. If the fair value of a reporting unit is less than its carrying value, a goodwill impairment charge is recorded for the difference. As of December 31, 2022, the Company performed a qualitative impairment test for its reporting unit and concluded there was no impairment of goodwill. Impairment of Investment in Privately Held Companies Investments in privately held companies accounted for using the measurement alternative are subject to periodic impairment reviews. Based on ASC 321-10-35-3, the Company’s impairment analysis considers qualitative factors to evaluate whether the investment is impaired. For the year ended December 31, 2022, the Company recorded an impairment of $6,978 on account of one of its investments which was fully impaired. |
Leases | M. Leases Effective January 1, 2019, the Company adopted ASC 842 “Leases” ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Because most of the Company’s leases do not provide an implicit rate, the Company's incremental borrowing rate is used based on the information available at the commencement date in determining the present value of lease payments. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense. For additional information, see Notes 11D and 11E. |
Revenue Recognition | N. Revenue Recognition The Company follows ASC 606 “ Revenue from Contracts with Customers The Company’s revenues are generated principally from sales of semiconductor wafers. The Company, to a much lesser extent, also derives revenues from design support and other technical and support services incidental to the sale of semiconductor wafers. Most of the Company’s sales are achieved through the effort of its direct sales and business development force. Wafer sales typically contain a single performance obligation that is fulfilled on the date of delivery and recognized at a point in time, which is upon shipment of the Company’s products to unaffiliated customers, depending on shipping terms stipulated in the contract. Accordingly, control of the products transfers to the customer in accordance with the transaction's shipping terms. Taxes imposed by governmental authorities, such as sales taxes or value-added taxes, are excluded from net sales. The Company provides for sales returns allowance relating to specified yield or quality commitments as a reduction of revenues, based on past experience and specific identification of events necessitating an allowance, which has been in immaterial amounts. The Company provides its customers with other services that are less significant in scope and amount and for which recognition occurs over time when customers receive the services. |
Research and Development | O. Research and Development Research and development costs are charged to operations as incurred. Amounts received or receivable from the government of Israel and others, such as participation in research and development programs, are offset from research and development costs. The accrual for grants receivable is determined based on the terms of the programs, provided that the criteria for entitlement have been met. |
Income Taxes | P. Income Taxes The Company accounts for income taxes using an asset and liability approach as prescribed in ASC 740-10 “Income Taxes”. The Company evaluates the potential realization of its deferred tax assets for each jurisdiction in which the Company operates at each reporting date and establishes valuation allowances when it is more likely than not that all or a part of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. The Company considers all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities and deferred tax assets and projected future taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized based on all available evidence. ASC 740-10 prescribes a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more-likely-than-not sustainable, based solely on their technical merits, upon examination and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit of each position as the largest amount that the Company believes is more-likely-than-not realizable. Differences between the amount of tax benefits taken or expected to be taken in its income tax returns and the amount of tax benefits recognized in its financial statements, represent the Company's unrecognized income tax benefits. The Company's policy is to include interest and penalties related to unrecognized income tax benefits as a component of income tax expense. |
Earnings per Ordinary Share | Q. Earnings per Ordinary Share Basic earnings per share are calculated in accordance with ASC 260, “Earnings Per Share” by dividing net profit or loss attributable to ordinary equity holders of Tower (the numerator) by the weighted average number of ordinary shares outstanding during the reported period (the denominator). Diluted earnings per share are calculated, if applicable, by adjusting net profit attributable to ordinary equity holders of Tower, and the weighted average number of ordinary shares, taking into effect all potential dilutive ordinary shares. |
Comprehensive Income | R. Comprehensive Income In accordance with ASC 220 “ Comprehensive Income |
Functional Currency and Exchange Rate Results | S. Functional Currency and Exchange Rate Results The currency of the primary economic environment in which Tower, TSSA, TSNB and TSIT conduct their operations is the U.S. Dollar (“dollar”). Thus, the dollar is their functional and reporting currency. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with ASC 830-10 “Foreign Currency Matters”. |
Stock-Based Compensation | T. Stock-based Compensation The Company applies the provisions of ASC Topic 718 “ Compensation - Stock Compensation The compensation costs are recognized using the graded vesting attribution method based on the vesting terms of each unit included in the award resulting in an accelerated recognition of compensation costs. |
Fair value Measurements of Financial Instruments | U. Fair Value Measurements of Financial Instruments ASC 820, " Fair Value Measurements and Disclosures (“ASC 820”) ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying value of the Company’s financial instruments of cash, bank deposits, account receivables, payables and accrued liabilities, approximate their current fair values in accordance with their nature and respective maturity dates or durations. The Company had no financial assets or liabilities carried and measured on a non-recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared such as marketable securities and investments in privately-held companies. |
Derivatives and Hedging | V. Derivatives and Hedging Effective January 1, 2019, the Company adopted ASU 2017-12, “ Derivatives and Hedging (“Topic 815”): Targeted Improvements to Accounting for Hedge Activities For derivative instruments that are designated and qualify as cash flow hedges, the derivative's gain or loss is initially reported as a component of OCI and is subsequently reclassified into earnings when the hedged exposure affects earnings, in the same line item as the underlying hedged item on the consolidated statements of earnings. Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge. Cash flows from hedging transactions are classified in the same categories as the cash flows from the respective hedged items. |
Recently Adopted Accounting Pronouncements | W. Recently Adopted Accounting Pronouncements (i) In March 2020, the FASB issued ASU No. 2020-04,” Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform - Scope |
Recently Issued Accounting Pronouncements Not Yet Adopted | X. Recently Issued Accounting Pronouncements Not Yet Adopted The Company does not expect recently issued accounting standards or interpretations to have a material impact on the Company’s financial position, results of operations, cash flows or financial statement disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Economic Lives | Depreciation is calculated based on the straight-line method over the Company’s estimated useful lives of the assets, as follows: Buildings and building improvements, including facility infrastructure 10-25 years Machinery and equipment, software and hardware 3-15 years. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Details 2022 2021 Raw materials $ 158,763 $ 81,734 Work in process 116,553 146,840 Finished goods 26,792 5,938 $ 302,108 $ 234,512 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following as of December 31, 2022 and 2021: Details 2022 2021 Direct and indirect Tax receivables $ 21,902 $ 5,540 Prepaid expenses 9,783 36,786 Receivables from Hedging transactions - see Notes 10, 12A and 12D 1,685 10,322 Other receivables 949 2,169 $ 34,319 $ 54,817 |
LONG-TERM INVESTMENTS (Tables)
LONG-TERM INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Long-Term Investments | Long-term investments consist of the following as of December 31, 2022 and 2021: Details 2022 2021 Severance-pay funds $ 2,075 $ 11,942 Long-term bank deposits - 12,500 Investments in privately held companies 6,721 15,155 $ 8,796 $ 39,597 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following as of December 31, 2022 and 2021: Details 2022 2021 Original cost: (*) Land and Buildings, including facility infrastructure $ 429,277 $ 432,069 Machinery and equipment 3,576,824 3,254,062 $ 4,006,101 $ 3,686,131 Accumulated depreciation: Buildings, including facility infrastructure $ (279,408 ) $ (267,942 ) Machinery and equipment (2,764,435 ) (2,541,506 ) $ (3,043,843 ) $ (2,809,448 ) $ 962,258 $ 876,683 (*) Original cost includes ROU assets under capital lease in the amount of $223,716 and $211,790 as of December 31, 2022 and 2021, respectively. The depreciation expense of such assets amounted to $14,215 and $14,037 for the years ended December 31, 2022 and 2021, respectively. |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets consist of the following as of December 31, 2022: Details Useful life (years) Cost Accumulated Amortization Net Technologies 4-20 $ 6,692 $ (5,180 ) $ 1,512 Facilities’ lease 19 33,500 (28,105 ) 5,395 Customer relationships 15 2,600 (2,476 ) 124 Total identifiable intangible assets $ 42,792 $ (35,761 ) $ 7,031 Intangible assets consist of the following as of December 31, 2021: Details Useful life (years) Cost Accumulated Amortization Net Technologies 4-20 $ 8,172 $ (3,332 ) $ 4,840 Facilities’ lease 19 33,500 (26,817 ) 6,683 Customer relationships 15 2,600 (2,303 ) 297 Total identifiable intangible assets $ 44,272 $ (32,452 ) $ 11,820 |
DEFERRED TAX AND OTHER LONG-T_2
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deferred Tax and Other Long-Term Assets | Deferred tax and other long-term assets, net consist of the following as of December 31, 2022 and 2021: Details 2022 2021 Deferred tax asset (see Note 19) $ 32,787 $ 53,526 ROU - assets under operating leases 10,355 14,113 Fair value of cross-currency interest rate swap (see Note 12D) - 4,372 Prepaid long-term land lease, net 2,812 2,934 Long-term prepaid expenses 21,395 24,993 $ 67,349 $ 99,938 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities, Current [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following as of December 31, 2022 and 2021: Details 2022 2021 Proceeds on account of machinery and equipment to be sold as part of Arai restructuring (see also note 14B) $ 60,121 $ - Tax payables 7,953 10,272 Hedging transactions payables 6,947 3,040 Interest payable on debt 253 588 Others 1,078 2,109 $ 76,352 $ 16,009 |
LONG-TERM DEBT - SERIES G DEB_2
LONG-TERM DEBT - SERIES G DEBENTURES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable [Abstract] | |
Schedule of Maturities of Debentures | Composition by repayment schedule as of December 31, 2022: Details Interest Rate 2023 Total Series G Debentures 2.79 % $ 18,997 $ 18,997 Accretion of carrying amount to principal amount (32 ) Carrying amount $ 18,965 |
LONG-TERM DEBT - OTHERS (Tables
LONG-TERM DEBT - OTHERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Other Long-Term Debt | A. Composition As of December 31, 2022 and 2021: Details 2022 2021 Long-term JPY loan - principal amount - see Notes 11B and 11C below $ 83,368 $ 95,572 Capital leases and other long-term liabilities - see Note 11D below 159,656 141,073 Operating leases - see Note 11E below 10,355 14,113 Less - current maturities (43,310 ) (41,324 ) $ 210,069 $ 209,434 |
Schedule of Repayment of Loans | B. Repayment Schedule of Long-term JPY Loan As of December 31, 2022: Details Interest Rate 2023 2024 2025 2026 2027 Total Long-term JPY loan 1.95 % $ - $ 11,911 $ 23,819 $ 23,819 $ 23,819 $ 83,368 |
Schedule of Maturity of Capital Leases liabilities | The following presents the maturity of capital lease and other long-term liabilities as of December 31, 2022: Fiscal Year Amount ($) 2023 $ 42,604 2024 43,956 2025 28,603 2026 26,701 2027 4,888 2028 and on 20,778 Total 167,530 Less - imputed interest (7,874 ) Total $ 159,656 |
Schedule of Composition of Operating Leases | The following presents the composition of operating leases in the balance sheets: Details Classification in the Consolidated Balance Sheets December 31, 2022 December 31, 2021 ROU - assets under operating leases Deferred tax and other long-term assets, net $ 10,355 $ 14,113 Lease liabilities: Current operating lease liabilities Current maturities of long-term debt $ 3,171 $ 4,512 Long-term operating lease liabilities Long-term debt 7,184 9,601 Total operating lease liabilities $ 10,355 $ 14,113 Weighted average remaining lease term (years) 4.3 4.8 Weighted average discount rate 1.94 % 1.94 % |
Schedule of Maturity of Operating Leases liabilities | The following presents the maturity presentation of operating lease liabilities as of December 31, 2022: Fiscal Year Amount ($) 2023 $ 3,134 2024 2,406 2025 2,235 2026 2,222 2027 671 Total 10,668 Less - imputed interest (313 ) Total $ 10,355 |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract] | |
Schedule of Recurring Fair Value Measurements | Recurring fair value measurements using the indicated inputs: Details December 31, 2022 Quoted prices in active market for identical liability (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Cross-currency swap - net asset position $ 1,685 $ - $ 1,685 $ - Privately held companies 6,720 - - 6,720 Marketable securities held for sale 169,694 169,694 - - Foreign exchange forward and cylinders - net liability position (6,947 ) - (6,947 ) - $ 171,152 $ 169,694 $ (5,262 ) $ 6,720 Details December 31, 2021 Quoted prices in active market for identical liability (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Cross-currency swap - net asset position $ 12,560 $ - $ 12,560 $ - Privately held companies 15,155 - - 15,155 Marketable securities held for sale 190,068 190,068 - - Foreign exchange forward and cylinders - net liability position (906 ) - (906 ) - $ 216,877 $ 190,068 $ 11,654 $ 15,155 |
Schedule Of Marketable Securities Table Text Block | The following table summarizes amortized costs, gross unrealized gains and losses and estimated fair values of available-for-sale marketable securities as of December 31, 2022: Details Amortized Cost (*) Gross unrealized gains Gross unrealized losses Estimated fair value Corporate bonds $ 158,089 $ 535 $ (11,656 ) $ 146,968 Government bonds 22,686 - (1,130 ) 21,556 Municipal bonds 472 - (8 ) 464 $ 181,247 $ 535 $ (12,794 ) $ 168,988 * Excluding accrued interest of $706. The following table summarizes amortized costs, gross unrealized gains and losses and estimated fair values of available-for-sale marketable securities as of December 31, 2021: Details Amortized Cost (*) Gross unrealized gains Gross unrealized losses Estimated fair value Corporate bonds $ 161,491 $ 1,453 $ (1,311 ) $ 161,633 Government bonds 27,332 1 (399 ) 26,934 Municipal bonds 472 - - 472 Certificate of deposit 248 5 - 253 $ 189,543 $ 1,459 $ (1,710 ) $ 189,292 * Excluding accrued interest of $776. |
Schedule Of Maturities Of Marketable Securities Table Text Block | The scheduled maturities of available-for-sale marketable securities as of December 31, 2022, were as follows: Details Amortized Cost Estimated fair value Due within one year $ 78,855 $ 75,365 Due within 2-5 years 98,034 89,943 Due after 5 years 4,358 3,680 $ 181,247 $ 168,988 The scheduled maturities of available-for-sale marketable securities as of December 31, 2021, were as follows: Details Amortized Cost Estimated fair value Due within one year $ 22,547 $ 22,637 Due within 2-5 years 127,576 126,510 Due after 5 years 39,420 40,145 $ 189,543 $ 189,292 |
Schedule of Investments with Continuous Unrealized Losses | Investments with continuous unrealized losses for less than twelve months and twelve months or more and their related fair values as of December 31, 2022 and December 31, 2021, were as indicated in the following tables: December 31, 2022 Investments with continuous unrealized losses for less than twelve months Investments with continuous unrealized losses for twelve months or more Total investments with continuous unrealized losses Details Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses Corporate bonds $ 57,388 $ (3,160 ) $ 87,065 $ (8,496 ) $ 144,453 $ (11,656 ) Government bonds 11,193 (319 ) 10,363 (811 ) 21,556 (1,130 ) Municipal bonds - - 464 (8 ) 464 (8 ) Total $ 68,581 $ (3,479 ) $ 97,892 $ (9,315 ) $ 166,473 $ (12,794 ) December 31, 2021 Investments with continuous unrealized losses for less than twelve months Investments with continuous unrealized losses for twelve months or more Total investments with continuous unrealized losses Details Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses Corporate bonds $ 87,495 $ (1,129 ) $ 11,182 $ (182 ) $ 98,677 $ (1,311 ) Government bonds 13,117 (164 ) 10,725 (235 ) 23,842 (399 ) Total $ 100,612 $ (1,293 ) $ 21,907 $ (417 ) $ 122,519 $ (1,710 ) |
EMPLOYEE RELATED LIABILITIES (T
EMPLOYEE RELATED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Postretirement Medicare Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Periodic Benefit Cost | The components of the net periodic benefit cost and other amounts recognized in other comprehensive income for post-retirement medical plan expense are as follows as of December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Net periodic benefit cost: Service cost $ 4 $ 5 $ 6 Interest cost 57 52 57 Amortization of prior service costs - - - Amortization of net loss (gain) (157 ) (179 ) (241 ) Total net periodic benefit cost $ (96 ) $ (122 ) $ (178 ) Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ - $ - $ - Net loss (gain) for the period (515 ) (23 ) 146 Amortization of prior service costs - - - Amortization of net gain (loss) 157 179 241 Total recognized in other comprehensive income (loss) $ (358 ) $ 156 $ 387 Total recognized in net periodic benefit cost and other comprehensive income (loss) $ (454 ) $ 34 $ 209 Weighted average assumptions used: Discount rate 3.00 % 2.80 % 3.40 % Expected return on plan assets N/A N/A N/A Rate of compensation increases N/A N/A N/A Assumed health care cost trend rates: Health care cost trend rate assumed for current year (pre-65/post-65 Medicare Advantage) 6.00%/8.50 % 6.00%/6.50 % 6.20%/(5.00 )% Health care cost trend rate assumed for current year (pre-65/post-65 Non-Medicare Advantage) 6.00%/6.40 % 6.00%/6.50 % 6.20%/6.10 % Ultimate rate (pre-65/post-65) 4.50%/4.50 % 4.50%/4.50 % 4.50%/4.50 % Year the ultimate rate is reached (pre-65/post-65) 2031/2031 2029/2029 2029/2029 Measurement date December 31, 2022 December 31, 2021 December 31, 2020 |
Schedule of Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status | The components of the change in benefit obligation, change in plan assets and funded status for post-retirement medical plan are as follows as of years ended December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Change in medical plan related benefit obligation: Medical plan related benefit obligation at beginning of period $ 1,912 $ 1,882 $ 1, 689 Service cost 4 5 6 Interest cost 57 52 57 Benefits paid (4 ) (4 ) (16 ) Change in medical plan provisions - - - Actuarial loss (gain) (515 ) (23 ) 146 Benefit medical plan related obligation end of period $ 1,454 $ 1,912 $ 1,882 Change in plan assets: Fair value of plan assets at beginning of period $ - $ - $ - Employer contribution 4 4 16 Benefits paid (4 ) (4 ) (16 ) Fair value of plan assets at end of period $ - $ - $ - Medical plan related net funding $ (1,454 ) $ (1,912 ) $ (1,882 ) As of December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Amounts recognized in statement of financial position: Current liabilities $ (59 ) $ (48 ) $ (62 ) Non-current liabilities (1,395 ) (1,864 ) (1,820 ) Net amount recognized $ (1,454 ) $ (1,912 ) $ (1,882 ) Weighted average assumptions used: Discount rate 5.10 % 3.00 % 2.80 % Rate of compensation increases N/A N/A N/A Assumed health care cost trend rates: Health care cost trend rate assumed for next year (pre-65/post-65 Medicare Advantage) 7.30%/9.25 % 5.80%/8.50 % 6.00%/6.50 % Health care cost trend rate assumed for next year (pre-65/post-65 Non-Medicare Advantage) 7.30%/8.30 % 5.80%/6.20 % 6.00%/6.50 % Ultimate rate (pre-65/post-65 Medicare Advantage) 4.50%/4.50 % 4.40%/4.50 % 4.50%/4.50 % Ultimate rate (pre-65/post-65 Non-Medicare Advantage) 4.50%/4.50 % 4.40%/4.40 % 4.50%/4.50 % Year the ultimate rate is reached (pre-65/post-65) 2031/2031 2031/2031 2029/2029 |
Schedule of Future Benefit Payments | The following benefit payments are expected to be paid in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter: Fiscal Year Other Benefits 2023 $ 59 2024 70 2025 69 2026 73 2027 81 2028 - 2032 $ 455 |
Pension Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Periodic Benefit Cost | The components of the change in benefit obligation, the change in plan assets and funded status for TSNB’s pension plan for the years ended December 31, 2022, 2021 and 2020 are as follows: Details 2022 2021 2020 Net periodic benefit cost: Interest cost $ 627 $ 575 $ 687 Expected return on plan assets (778 ) (788 ) (909 ) Expected administrative expenses 200 100 100 Amortization of prior service costs 3 3 3 Amortization of net loss - 27 27 Total net periodic benefit cost $ 52 $ (83 ) $ (92 ) Other changes in plan assets and benefits obligations recognized in other comprehensive income: Prior service cost for the period $ - $ - $ - Net loss (gain) for the period 1,545 (1,038 ) 149 Amortization of prior service costs (3 ) (3 ) (3 ) Amortization of net gain - (27 ) (27 ) Total recognized loss (gain) in other comprehensive income (loss) $ 1,542 $ (1,068 ) $ 119 Total recognized in net periodic benefit cost (gain) and other comprehensive income (loss) $ 1,594 $ (1,151 ) $ 27 Weighted average assumptions used: Discount rate 2.90 % 2.50 % 3.20 % Expected return on plan assets 3.10 % 3.10 % 3.80 % Rate of compensation increases N/A N/A N/A |
Schedule of Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status | The components of the change in benefit obligation, change in plan assets and funded status for TSNB’s pension plan for the years ended December 31, 2022, 2021 and 2020 are as follows: Details 2022 2021 2020 Change in benefit obligation: Benefit obligation at beginning of period $ 22,081 $ 23,467 $ 21,908 Interest cost 627 575 687 Benefits paid (804 ) (778 ) (736 ) Change in plan provisions - - - Actuarial loss (gain) (4,468 ) (1,183 ) 1,608 Benefit obligation end of period $ 17,436 $ 22,081 $ 23,467 Change in plan assets: Fair value of plan assets at beginning of period $ 25,750 $ 25,985 $ 24,454 Actual return on plan assets (5,211 ) 616 2,337 Employer contribution - - - Expenses paid (224 ) (73 ) (69 ) Benefits paid (804 ) (778 ) (737 ) Fair value of plan assets at end of period $ 19,511 $ 25,750 $ 25,985 Funded Status $ 2,075 $ 3,669 $ 2,518 Amounts recognized in statement of financial position: Non-current assets $ 2,075 $ 3,669 $ 2,518 Non-current liabilities - - - Net amount recognized $ 2,075 $ 3,669 $ 2,518 Weighted average assumptions used: Discount rate 5.10 % 2.90 % 2.50 % Rate of compensation increases N/A N/A N/A |
Schedule of Future Benefit Payments | The following benefit payments are expected to be paid in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter: Fiscal Year Other Benefits 2023 $ 1,018 2024 1,101 2025 1,173 2026 1,225 2027 1,261 2028 - 2032 $ 6,441 |
Schedule of Weighted Average Asset Allocations | The plan’s assets measured at fair value on a recurring basis consisted of the following as of December 31, 2022: Details Level 1 Level 2 Level 3 Investments in commingled funds $ - $ 19,511 $ - Total plan assets at fair value $ - $ 19,511 $ - The plan’s assets measured at fair value on a recurring basis consisted of the following as of December 31, 2021: Details Level 1 Level 2 Level 3 Investments in commingled funds $ - $ 25,750 $ - Total plan assets at fair value $ - $ 25,750 $ - |
Schedule of Assets Measured at Fair Value on a Recurring Basis | TSNB’s pension plan weighted average asset allocations on December 31, 2022, by asset category are as follows: Asset Category December 31, 2022 Target allocation 2023 Equity securities 9 % 10 % Debt securities 91 % 90 % Total 100 % 100 % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Table) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Changes in Accruals Related to Arai Factory Cessation | Details Asset disposal accrual Other Restructuring costs accrual Accrued balance as of January 1, 2022 $ 2,250 $ - Expenses accrued - 10,684 Accruals related to assets 521 2,654 Cash payments (808 ) (5,703 ) Accrued balance as of December 31, 2022 $ 1,963 $ 7,635 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share Option Activity | 2022 2021 2020 Details Number of share options Weighted average exercise price Number of share options Weighted average exercise price Number of share options Weighted average exercise price Outstanding as of beginning of year 2,558 $ 17.16 32,805 $ 15.28 343,451 $ 8.79 Granted - $ - - $ - - $ - Exercised (2,558 ) $ 17.16 (30,247 ) $ 15.12 (308,479 ) $ 8.14 Terminated - $ - - $ - (667 ) $ 9.90 Forfeited - $ - - $ - (1,500 ) $ 4.42 Outstanding as of end of year - $ - 2,558 $ 17.16 32,805 $ 15.28 Options exercisable as of end of year - $ - 2,558 $ 17.16 32,805 $ 15.28 |
Schedule of Restricted Shares Units Activity | 2022 2021 2020 Details Number of RSUs Weighted average fair value Number of RSUs Weighted average fair value Number of RSUs Weighted average fair value Outstanding as of beginning of year 2,211,100 $ 24.11 2,223,043 $ 19.45 2,013,613 $ 19.13 Granted 612,881 $ 44.99 1,002,275 $ 29.91 1,105,155 $ 19.86 Converted (1,068,219 ) $ 21.99 (929,466 ) $ 19.56 (806,993 ) $ 20.45 Forfeited (42,766 ) $ 24.24 (84,752 ) $ 20.28 (88,732 ) $ 18.62 Outstanding as of end of year 1,712,996 $ 32.90 2,211,100 $ 24.11 2,223,043 $ 19.45 |
Schedule of Intrinsic and Fair Values for Options Exercised | Details for the year ended December 31 2022 2021 2020 The intrinsic value of options exercised $ 77 $ 504 $ 4,429 The original fair value of options exercised $ 19 $ 188 $ 1,018 |
Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Restricted Stock Unit Grants In Period Grant Date Intrinsic Value Table Text Block | Details for the year ended December 31 2022 2021 2020 The intrinsic value of converted RSUs $ 48,829 $ 27,807 $ 15,971 The original fair value of converted RSUs $ 23,492 $ 18,183 $ 16,506 |
Schedule of Stock-Based Compensation Expense in Statement of Operations | Details 2022 2021 2020 Cost of goods $ 7,393 $ 7,003 $ 5,197 Research and development, net 4,754 4,855 3,568 Marketing, general and administrative 12,068 13,286 8,223 Total stock-based compensation expense $ 24,215 $ 25,144 $ 16,988 |
INFORMATION ON GEOGRAPHIC ARE_2
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenues by Geographic Area | A. Revenues by Geographic Area - as Percentage of Total Revenue Years ended December 31, 2022, 2021 and 2020: Details 2022 2021 2020 USA 49 % 41 % 44 % Japan 16 22 28 Asia (other than Japan) 26 30 22 Europe 9 7 6 Total 100 % 100 % 100 % |
Schedule of Long-Lived Assets by Geographic Area | Substantially all of Tower’s long-lived assets are located in Israel, substantially all of TSNB’s and TSSA’s long-lived assets are located in the United States and substantially all of TPSCo’s long-lived assets are located in Japan. As of December 31, 2022 and 2021: Details 2022 2021 Israel $ 248,711 $ 238,758 United States 257,759 264,038 Europe 147,493 - Japan 308,295 373,887 $ 962,258 $ 876,683 |
Schedule of Revenues of Major Customers | D. Major Customers - as Percentage of Total Revenue Years ended December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Customer A 14 % 21 % 25 % Customer B 9 13 11 Other customers * 24 20 23 * Represents aggregated revenue to four customers that accounted for between 4% and 8% of total revenue during 2022, to four customers that accounted for between 4% and 7% of total revenue during 2021, and to four customers that accounted for between 4% and 7% of total revenue during 2020. |
FINANCING INCOME (EXPENSE), N_2
FINANCING INCOME (EXPENSE), NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Financing Expense | Financing income (expense), net consists of the following for the years ended December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Interest expense $ (5,687 ) $ (7,312 ) $ (6,755 ) Interest income 13,596 5,368 8,484 Series G Debentures amortization, related exchange rate and related hedging results (772 ) (1,773 ) (3,045 ) Exchange rate and related hedging results (3,986 ) (7,092 ) 5,509 Marketable securities fair value adjustments (9,225 ) - - Bank fees and others (6,693 ) (2,064 ) (1,323 ) $ (12,767 ) $ (12,873 ) $ 2,870 |
RELATED PARTIES BALANCES AND _2
RELATED PARTIES BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Balances and Transactions | A. Balance The nature of the relationship involved as of December 31, 2022 and 2021: Details 2022 2021 Long-term investment Equity investment in a limited partnership $ 57 $ 57 B. Transactions Description of the transactions for the years ended December 31, 2022, 2021 and 2020: Details Description of the transactions 2022 2021 2020 General and administrative expense Directors’ fees and reimbursement to directors $ 696 $ 771 $ 787 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The Company’s income tax provision consists of the following for the years ended December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Current tax expense: Foreign $ 13,167 $ 13,504 $ 2,232 Deferred tax expense (benefit): Local 21,550 2,518 8,481 Foreign (9,215 ) (14,998 ) (5,314 ) Income tax expense $ 25,502 $ 1,024 $ 5,399 |
Schedule of Profit (Loss) Before Taxes | Details 2022 2021 2020 Profit before taxes: Local $ 295,438 $ 166,273 $ 100,145 Foreign (3,465 ) (11,174 ) (11,457 ) Total profit before taxes $ 291,973 $ 155,099 $ 88,688 |
Schedule of Deferred Tax Asset/Liability | C. Components of Deferred Tax Asset/Liability The following is a summary of the components of the deferred tax assets and liabilities reflected in the balance sheets as of the respective dates (*), as of December 31, 2022 and 2021: Details 2022 2021 Deferred tax asset and liability - long-term: Deferred tax assets: Net operating loss carryforward $ 53,473 $ 77,586 Employees compensation 7,670 5,366 Accruals and allowances 10,935 7,863 Research and development credit 21,340 20,633 Research and development - Section 174 11,748 - Others 1,894 3,737 107,060 115,185 Valuation allowance, see Note 19F below (17,541 ) (11,644 ) Deferred tax assets $ 89,519 $ 103,541 Deferred tax liabilities - long-term: Depreciation and amortization $ (69,314 ) $ (72,678 ) Others 77 (1,114 ) Deferred tax liabilities $ (69,237 ) $ (73,792 ) Presented in long term deferred tax assets $ 32,787 $ 53,526 Presented in long term deferred tax liabilities $ (12,505 ) $ (23,777 ) (*) Deferred tax assets and liabilities relating to Tower for the years 2022 and 2021 are computed based on the Israeli Preferred Enterprise tax rate of 7.5%. |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Details Unrecognized tax benefits Balance as of January 1, 2022 $ 7,763 Additions for tax positions of current year 727 Reduction due to statute of limitations of prior years - Balance as of December 31, 2022 $ 8,490 Details Unrecognized tax benefits Balance as of January 1, 2021 $ 15,314 Additions for tax positions of current year 624 Reduction due to statute of limitations of prior years (8,175 ) Balance as of December 31, 2021 $ 7,763 Details Unrecognized tax benefits Balance as of January 1, 2020 $ 15,113 Additions for tax positions of current year 624 Reduction due to statute of limitations of prior years (423 ) Balance as of December 31, 2020 $ 15,314 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the statutory tax rate to the effective tax rate for the years ended December 31, 2022, 2021 and 2020: Details 2022 2021 2020 Tax expense computed at statutory rates, see (*) below $ 67,154 $ 35,673 $ 20,398 Effect of different tax rates in different jurisdictions and Preferred Enterprise Benefit (46,012 ) (24,683 ) (15,046 ) Change in valuation allowance, see Note 19F below 5,911 899 3,479 Permanent differences and other, net (1,551 ) (10,865 ) (3,432 ) Income tax expense $ 25,502 $ 1,024 $ 5,399 (*) The tax expense was computed based on the regular Israeli corporate tax rate of 23%. |
DESCRIPTION OF BUSINESS AND G_2
DESCRIPTION OF BUSINESS AND GENERAL (Details) - $ / shares | Dec. 31, 2022 | Feb. 15, 2022 |
TPSCo [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Percentage of interests acquired | 51% | |
PSCS [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Percentage of interests acquired | 49% | |
Intel Corporation (“Intel”) [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Shares price per share | $ 53 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for current expected credit loss | $ 3,460 | $ 946 |
Impairment of investments | $ 6,978 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Buildings and building improvements, including facility infrastructure [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 10 years |
Buildings and building improvements, including facility infrastructure [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 25 years |
Machinery and equipment, software and hardware [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 3 years |
Machinery and equipment, software and hardware [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated economic life | 15 years |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 158,763 | $ 81,734 |
Work in process | 116,553 | 146,840 |
Finished goods | 26,792 | 5,938 |
Inventory, net, total | 302,108 | 234,512 |
Aggregate inventory write-downs | $ 8,192 | $ 2,775 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Direct and indirect Tax receivables | $ 21,902 | $ 5,540 |
Prepaid expenses | 9,783 | 36,786 |
Receivables from Hedging transactions - see Notes 10, 12A and 12D | 1,685 | 10,322 |
Other receivables | 949 | 2,169 |
Other current assets | $ 34,319 | $ 54,817 |
LONG-TERM INVESTMENTS (Details)
LONG-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Severance-pay funds | $ 2,075 | $ 11,942 |
Long term bank deposit | 0 | 12,500 |
Investments in privately held companies | 6,721 | 15,155 |
Long-term investments, total | $ 8,796 | $ 39,597 |
PROPERTY AND EQUIPMENT, NET (Na
PROPERTY AND EQUIPMENT, NET (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Original cost - machinery and equipment | $ 223,716 | $ 211,790 |
Aggregate investment grants recieved | 285,000 | 285,000 |
Depreciation expense | $ 14,215 | $ 14,037 |
PROPERTY AND EQUIPMENT, NET (Sc
PROPERTY AND EQUIPMENT, NET (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Original cost: | [1] | $ 4,006,101 | $ 3,686,131 |
Accumulated depreciation | (3,043,843) | (2,809,448) | |
Property and equipment, net | 962,258 | 876,683 | |
Land and Buildings and building improvements, including facility infrastructure [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Original cost: | [1] | 429,277 | 432,069 |
Accumulated depreciation | (279,408) | (267,942) | |
Machinery and equipment, software and hardware [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Original cost: | [1] | 3,576,824 | 3,254,062 |
Accumulated depreciation | $ (2,764,435) | $ (2,541,506) | |
[1]Original cost includes ROU assets under capital lease in the amount of $223,716 and $211,790 as of December 31, 2022 and 2021, respectively. The depreciation expense of such assets amounted to $14,215 and $14,037 for the years ended December 31, 2022 and 2021, respectively. |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 42,792 | $ 44,272 |
Accumulated Amortization | (35,761) | (32,452) |
Net | 7,031 | 11,820 |
Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 6,692 | 8,172 |
Accumulated Amortization | (5,180) | (3,332) |
Net | $ 1,512 | $ 4,840 |
Technologies [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 4 years | 4 years |
Technologies [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 20 years | 20 years |
Facilities’ lease [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 19 years | 19 years |
Cost | $ 33,500 | $ 33,500 |
Accumulated Amortization | (28,105) | (26,817) |
Net | $ 5,395 | $ 6,683 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 15 years | 15 years |
Cost | $ 2,600 | $ 2,600 |
Accumulated Amortization | (2,476) | (2,303) |
Net | $ 124 | $ 297 |
DEFERRED TAX AND OTHER LONG-T_3
DEFERRED TAX AND OTHER LONG-TERM ASSETS, NET (Schedule of Deferred Tax and Other Long-Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred tax asset (see Note 19) | $ 32,787 | $ 53,526 |
ROU - assets under operating leases | 10,355 | 14,113 |
Fair value of cross currency interest rate swap (see Note 12D) | 0 | 4,372 |
Prepaid long-term land lease, net | 2,812 | 2,934 |
Long-term prepaid expenses | 21,395 | 24,993 |
Deferred tax and other assets, net | $ 67,349 | $ 99,938 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities, Current [Abstract] | ||
Proceeds on account of machinery and equipment to be sold as part of Arai restructuring | $ 60,121 | $ 0 |
Tax payables | 7,953 | 10,272 |
Hedging transactions payables | 6,947 | 3,040 |
Interest payable on debt | 253 | 588 |
Others | 1,078 | 2,109 |
Total other current liabilities | $ 76,352 | $ 16,009 |
LONG-TERM DEBT - SERIES G DEB_3
LONG-TERM DEBT - SERIES G DEBENTURES (Narrative) (Details) $ in Thousands, ₪ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 USD ($) | Dec. 31, 2022 USD ($) Item | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 ILS (₪) | Dec. 31, 2021 ILS (₪) | |
Debt Instrument [Line Items] | ||||||
Proceeds from non-convertible debentures | $ 0 | $ 96,143 | $ 0 | |||
Two Thousand Ten Convertible Debentures Series G [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from non-convertible debentures | $ 115,000 | |||||
Principal amount | $ 19,000 | 64,000 | ₪ 67 | ₪ 201 | ||
Interest rate | 2.79% | 2.79% | ||||
Debt Instrument Periodic Payments Number | Item | 7 | |||||
Hedging transactions asset fair value | $ 2,000 | $ 13,000 |
LONG-TERM DEBT - SERIES G DEB_4
LONG-TERM DEBT - SERIES G DEBENTURES (Schedule of Maturities of Debentures Series G) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Repayment schedule (carrying amount): | ||
LONG-TERM DEBT | $ 210,069 | $ 230,972 |
Accretion of carrying amount to principal amount | (32) | |
Carrying amount | $ 18,965 | |
Two Thousand Ten Convertible Debentures Series G [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.79% | |
Repayment schedule (carrying amount): | ||
2023 | $ 18,997 | |
LONG-TERM DEBT | $ 18,997 |
LONG-TERM DEBT - OTHERS (Credit
LONG-TERM DEBT - OTHERS (Credit Line) (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | |||
Outstanding capital lease liability | $ 158,114 | $ 139,037 | |
Lease liability | 39,610 | 36,282 | |
Operating lease cost | 5,680 | ||
TSNP [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing amount | 70,000 | ||
Borrowing capacity | 61,000 | ||
Letters of credit outstanding amount | $ 500 | ||
TSNP [Member] | Prime Rate [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 0% | ||
TSNP [Member] | Prime Rate [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 0.50% | ||
TSNP [Member] | LIBOR [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 1.25% | ||
TSNP [Member] | LIBOR [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 1.75% | ||
Office space operating facilities and vehicles [Member] | |||
Line of Credit Facility [Line Items] | |||
Operating lease cost | $ 5,867 | $ 7,535 | $ 7,627 |
TPSCo [Member] | |||
Line of Credit Facility [Line Items] | |||
Annual interest rate of lease agreement | 2% | ||
TPSCo [Member] | Term Loan 2018 [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread over variable interest rate | 1.95% |
LONG-TERM DEBT - OTHERS (Loans
LONG-TERM DEBT - OTHERS (Loans to TPSCo from Japanese Institutions) (Narrative) (Details) - Dec. 31, 2022 - TPSCo [Member] $ in Thousands, ¥ in Billions | USD ($) | JPY (¥) |
Debt Instrument [Line Items] | ||
Outstanding principal | $ | $ 96,000 | |
Term Loan 2018 [Member] | JPY [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding principal | ¥ | ¥ 11 |
LONG-TERM DEBT - OTHERS (Schedu
LONG-TERM DEBT - OTHERS (Schedule of Other Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Operating leases | $ 7,184 | $ 9,601 |
Tower's loans (including current maturities) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term JPY loan - principal amount | 83,368 | 95,572 |
Capital leases and other long-term liabilities | 159,656 | 141,073 |
Operating leases | 10,355 | 14,113 |
Less - current maturities | (43,310) | (41,324) |
Fair value | $ 210,069 | $ 209,434 |
LONG-TERM DEBT - OTHERS (Sche_2
LONG-TERM DEBT - OTHERS (Schedule of Repayment of Loan) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Repayment schedule (carrying amount): | ||
LONG-TERM DEBT | $ 210,069 | $ 230,972 |
JPY [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.95% | |
Repayment schedule (carrying amount): | ||
2023 | $ 0 | |
2024 | 11,911 | |
2025 | 23,819 | |
2026 | 23,819 | |
2027 | 23,819 | |
LONG-TERM DEBT | $ 83,368 |
LONG-TERM DEBT - OTHERS (Sche_3
LONG-TERM DEBT - OTHERS (Schedule of Maturity Capital Leases Liabilities) (Details) - Southern Florida Research Foundation Member $ in Thousands | Dec. 31, 2022 USD ($) |
Related Party Transaction [Line Items] | |
2023 | $ 42,604 |
2024 | 43,956 |
2025 | 28,603 |
2026 | 26,701 |
2027 | 4,888 |
2028 and on | 20,778 |
Total | 167,530 |
Less - imputed interest | (7,874) |
Total | $ 159,656 |
LONG-TERM DEBT - OTHERS (Sche_4
LONG-TERM DEBT - OTHERS (Schedule of Composition of Operating Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee Disclosure [Abstract] | ||
Right of use - assets under operating leases | $ 10,355 | $ 14,113 |
Current operating lease liabilities | 3,171 | 4,512 |
Long-term operating lease liabilities | 7,184 | 9,601 |
Total operating lease liabilities | $ 10,355 | $ 14,113 |
Weighted average remaining lease term (years) | 4 years 3 months 18 days | 4 years 9 months 18 days |
Weighted average discount rate | 1.94% | 1.94% |
LONG-TERM DEBT - OTHERS (Sche_5
LONG-TERM DEBT - OTHERS (Schedule of Maturity Operating Leases Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 3,134 | |
2024 | 2,406 | |
2025 | 2,235 | |
2026 | 2,222 | |
2027 | 671 | |
Total | 10,668 | |
Less - imputed interest | (313) | |
Total | $ 10,355 | $ 14,113 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gains (losses) reclassified from other comprehensive income into net income (loss) recognized in COGS | $ 36,857 | |||
Fair value of swap in asset position | 1,685 | $ 12,560 | ||
Fair Value Of Swap In Short Term Assets | 8,188 | |||
Fair Value Of Swap In Long Term Asset | 4,372 | |||
Effective portion of unrealized gains recorded in OCI | 16 | 27 | ||
Gain (loss) of hedge on operations | (5,966) | (542) | ||
Long term bank deposit | 0 | 12,500 | ||
Marketable securities | [1] | 169,694 | 190,068 | |
Short term deposit | 495,359 | 363,648 | ||
Investment income (expense) | 6,978 | 2,963 | ||
Subsequent Event [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Effective portion of unrealized gains recorded in OCI | $ 16 | |||
Tower US Holdings [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value liability face amount | 217,000 | 164,000 | ||
Derivative Liability, Subject to Master Netting Arrangement, before Offset | 3,142 | 3,040 | ||
Tower and Jazz Debentures [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of debentures | 19,000 | 66,000 | ||
Carrying amount | 19,000 | 64,000 | ||
Fair value liability face amount | 157,000 | 67,500 | ||
Fair value of derivative assets | $ 3,805 | $ 2,134 | ||
[1]Marketable securities are available-for-sale securities; the amortized cost of such marketable securities of $181,247 and $189,543 as of December 31, 2022 and December 31, 2021, respectively, is presented net of an immaterial allowance for credit losses. |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Recurring Fair Value Measurements) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held for sale | $ 168,988 | $ 189,292 |
Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cross currency swap - net asset position | 1,685 | 12,560 |
Privately held companies | 6,720 | 15,155 |
Marketable securities held for sale | 169,694 | 190,068 |
Foreign exchange forward and cylinders - net liability position | (6,947) | (906) |
Total assets and liabilities | 171,152 | 216,877 |
Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cross currency swap - net asset position | 0 | 0 |
Privately held companies | 0 | 0 |
Marketable securities held for sale | 169,694 | 190,068 |
Foreign exchange forward and cylinders - net asset position | 0 | 0 |
Total assets and liabilities | 169,694 | 190,068 |
Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cross currency swap - net asset position | 1,685 | 12,560 |
Privately held companies | 0 | 0 |
Marketable securities held for sale | 0 | 0 |
Foreign exchange forward and cylinders - net liability position | (6,947) | (906) |
Total assets and liabilities | (5,262) | 11,654 |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cross currency swap - net asset position | 0 | 0 |
Privately held companies | 6,720 | 15,155 |
Marketable securities held for sale | 0 | 0 |
Foreign exchange forward and cylinders - net asset position | 0 | 0 |
Total assets and liabilities | $ 6,720 | $ 15,155 |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Marketable Securities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Amortized Cost | $ 181,247 | [1] | $ 189,543 | [2] | |
Gross unrealized gains | 535 | 1,459 | |||
Gross Unrealized losses | (12,794) | (1,710) | |||
Estimated fair value | 168,988 | 189,292 | |||
Accrued interest | 706 | 776 | |||
Corporate bonds [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Amortized Cost | 158,089 | [1] | 161,491 | [2] | |
Gross unrealized gains | 535 | 1,453 | |||
Gross Unrealized losses | (11,656) | (1,311) | |||
Estimated fair value | 146,968 | 161,633 | |||
Government bonds [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Amortized Cost | 22,686 | [1] | 27,332 | [2] | |
Gross unrealized gains | 0 | 1 | |||
Gross Unrealized losses | (1,130) | (399) | |||
Estimated fair value | 21,556 | 26,934 | |||
Municipal Bonds [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Amortized Cost | 472 | [1] | 472 | [2] | |
Gross unrealized gains | 0 | 0 | |||
Gross Unrealized losses | (8) | 0 | |||
Estimated fair value | $ 464 | 472 | |||
Certificate of deposit [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Amortized Cost | [2] | 248 | |||
Gross unrealized gains | 5 | ||||
Gross Unrealized losses | 0 | ||||
Estimated fair value | $ 253 | ||||
[1]Excluding accrued interest of $706.[2]Excluding accrued interest of $776. |
FINANCIAL INSTRUMENTS AND FAI_6
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Maturities of Marketable Securities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | ||
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract] | ||||
Due within one year, Amortized cost | $ 78,855 | $ 22,547 | ||
Due within 2-5 years, Amortized cost | 98,034 | 127,576 | ||
Due after 5 years, Amortized cost | 4,358 | 39,420 | ||
Amortized cost | 181,247 | [1] | 189,543 | [2] |
Due within one year, Estimated fair value | 75,365 | 22,637 | ||
Due within 2-5 years, Estimated fair value | 89,943 | 126,510 | ||
Due after 5 years, Estimated fair value | 3,680 | 40,145 | ||
Estimated fair value | $ 168,988 | $ 189,292 | ||
[1]Excluding accrued interest of $706.[2]Excluding accrued interest of $776. |
FINANCIAL INSTRUMENTS AND FAI_7
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Investments with Continuous Unrealized Losses) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Investment with continuous unrealized losses for less than 12 months, Fair value | $ 68,581 | $ 100,612 |
Investment with continuous unrealized losses for less than 12 months, Unrealized losses | (3,479) | (1,293) |
Investments with continuous unrealized losses for 12 months or more, Fair value | 97,892 | 21,907 |
Investments with continuous unrealized losses for 12 months or more, Unrealized losses | (9,315) | (417) |
Total Investments with continuous unrealized losses, Fair value | 166,473 | 122,519 |
Total Investments with continuous unrealized losses, Unrealized losses | (12,794) | (1,710) |
Corporate bonds [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Investment with continuous unrealized losses for less than 12 months, Fair value | 57,388 | 87,495 |
Investment with continuous unrealized losses for less than 12 months, Unrealized losses | (3,160) | (1,129) |
Investments with continuous unrealized losses for 12 months or more, Fair value | 87,065 | 11,182 |
Investments with continuous unrealized losses for 12 months or more, Unrealized losses | (8,496) | (182) |
Total Investments with continuous unrealized losses, Fair value | 144,453 | 98,677 |
Total Investments with continuous unrealized losses, Unrealized losses | (11,656) | (1,311) |
Government bonds [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Investment with continuous unrealized losses for less than 12 months, Fair value | 11,193 | 13,117 |
Investment with continuous unrealized losses for less than 12 months, Unrealized losses | (319) | (164) |
Investments with continuous unrealized losses for 12 months or more, Fair value | 10,363 | 10,725 |
Investments with continuous unrealized losses for 12 months or more, Unrealized losses | (811) | (235) |
Total Investments with continuous unrealized losses, Fair value | 21,556 | 23,842 |
Total Investments with continuous unrealized losses, Unrealized losses | (1,130) | $ (399) |
Municipal bonds [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Investment with continuous unrealized losses for less than 12 months, Fair value | 0 | |
Investment with continuous unrealized losses for less than 12 months, Unrealized losses | 0 | |
Investments with continuous unrealized losses for 12 months or more, Fair value | 464 | |
Investments with continuous unrealized losses for 12 months or more, Unrealized losses | (8) | |
Total Investments with continuous unrealized losses, Fair value | 464 | |
Total Investments with continuous unrealized losses, Unrealized losses | $ (8) |
EMPLOYEE RELATED LIABILITIES (N
EMPLOYEE RELATED LIABILITIES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Israeli employee termination benefits | $ 6,269 | $ 5,941 | $ 5,254 |
Postretirement Medicare Plan [Member] | |||
Discount rate | 3% | 2.80% | |
Pension Plan [Member] | |||
Discount rate | 5.10% | 2.90% | 2.50% |
Tower Jazz Panasonic Semi Conductor Company Ltd [Member] | |||
Matching contribution (as a percent) | 8.50% | 7.70% | |
Employee contribution (as a percent) | 0.80% | ||
Cost recognized | $ 4,838 | $ 5,331 | $ 6,132 |
EMPLOYEE RELATED LIABILITIES (S
EMPLOYEE RELATED LIABILITIES (Schedule of Components of Net Periodic Benefit Cost Recognized in Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Postretirement Medicare Plan [Member] | |||
Net periodic benefit cost | |||
Service cost | $ 4 | $ 5 | $ 6 |
Interest cost | 57 | 52 | 57 |
Amortization of prior service costs | 0 | 0 | 0 |
Amortization of net loss (gain) | (157) | (179) | (241) |
Total net periodic benefit cost | (96) | (122) | (178) |
Other changes in plan assets and benefits obligations recognized in other comprehensive income: | |||
Prior service cost for the period | 0 | 0 | 0 |
Net loss (gain) for the period | (515) | (23) | 146 |
Other Comprehensive Income Defined Benefit Plan Amortization Of Prior Service Cost | 0 | 0 | 0 |
Amortization of net gain (loss) | (157) | (179) | (241) |
Total recognized loss (gain) in other comprehensive income (loss) | (358) | 156 | 387 |
Total recognized in net periodic benefit cost and other comprehensive income (loss) | $ (454) | $ 34 | $ 209 |
Weighted average assumptions used: | |||
Discount rate | 3% | 2.80% | 3.40% |
Expected return on plan assets | |||
Rate of comprehension increases | |||
Assumed health care cost trend rates: | |||
Defined Benefit Plan Assumed Health Care Cost Trend Rate Measurement Date | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Postretirement Medicare Plan [Member] | Pre-65 [Member] | |||
Assumed health care cost trend rates: | |||
Defined Benefit Plan Assumed Health Care Cost Trend Rate Assumed For Current Year Statement Of Other Comprehensive Income | 6% | 6% | 6.20% |
Defined Benefit Plan Assumed Health Care Cost Trend Rate Assumed For Current Year Statement Of Other Comprehensive Income Non Medicare Advantage | 6% | 6% | 6.20% |
Defined Benefit Plan Ultimate Health Care Cost Trend Rate Statement Of Other Comprehensive Income | 4.50% | 4.50% | 4.50% |
Defined Benefit Plan Year That Rate Reaches Ultimate Trend Rate Statement Of Other Comprehensive Income | 2031 | 2029 | 2029 |
Postretirement Medicare Plan [Member] | Post-65 [Member] | |||
Assumed health care cost trend rates: | |||
Defined Benefit Plan Assumed Health Care Cost Trend Rate Assumed For Current Year Statement Of Other Comprehensive Income | 8.50% | (6.50%) | (5.00%) |
Defined Benefit Plan Assumed Health Care Cost Trend Rate Assumed For Current Year Statement Of Other Comprehensive Income Non Medicare Advantage | 6.40% | 6.50% | 6.10% |
Defined Benefit Plan Ultimate Health Care Cost Trend Rate Statement Of Other Comprehensive Income | 4.50% | 4.50% | 4.50% |
Defined Benefit Plan Year That Rate Reaches Ultimate Trend Rate Statement Of Other Comprehensive Income | 2031 | 2029 | 2029 |
Pension Plan [Member] | |||
Net periodic benefit cost | |||
Interest cost | $ 627 | $ 575 | $ 687 |
Expected return on the plan's assets | (778) | (788) | (909) |
Expected Administrative Expenses | 200 | 100 | 100 |
Amortization of prior service costs | 3 | 3 | 3 |
Amortization of net loss (gain) | 27 | 27 | |
Total net periodic benefit cost | 52 | (83) | (92) |
Other changes in plan assets and benefits obligations recognized in other comprehensive income: | |||
Prior service cost for the period | 0 | 0 | 0 |
Net loss (gain) for the period | 1,545 | (1,038) | 149 |
Other Comprehensive Income Defined Benefit Plan Amortization Of Prior Service Cost | (3) | (3) | (3) |
Amortization of net gain (loss) | 0 | 27 | 27 |
Total recognized loss (gain) in other comprehensive income (loss) | 1,542 | (1,068) | 119 |
Total recognized in net periodic benefit cost and other comprehensive income (loss) | $ 1,594 | $ (1,151) | $ 27 |
Weighted average assumptions used: | |||
Discount rate | 2.90% | 2.50% | 3.20% |
Expected return on plan assets | 3.10% | 3.10% | 3.80% |
Rate of comprehension increases |
EMPLOYEE RELATED LIABILITIES _2
EMPLOYEE RELATED LIABILITIES (Schedule of Components of Change in Benefit Obligation, Change in Plan Assets and Funded Status) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in medical plan related benefit obligation: | |||
Actuarial loss (gain) | $ (23) | ||
Change in plan assets: | |||
Medical plan related net funding | $ (1,882) | ||
Postretirement Medicare Plan [Member] | |||
Change in medical plan related benefit obligation: | |||
Benefit obligation at beginning of period | $ 1,912 | 1,882 | 1,689 |
Service cost | 4 | 5 | 6 |
Interest cost | 57 | 52 | 57 |
Benefits paid | (4) | (4) | (16) |
Change in medical plan provisions | 0 | 0 | 0 |
Actuarial loss (gain) | (515) | 146 | |
Benefit obligation end of period | 1,454 | 1,912 | 1,882 |
Change in plan assets: | |||
Fair value of plan assets at beginning of period | 0 | 0 | 0 |
Employer contribution | 4 | 4 | 16 |
Benefits paid | (4) | (4) | (16) |
Fair value of plan assets at end of period | 0 | 0 | 0 |
Medical plan related net funding | (1,454) | (1,912) | |
Pension Plan [Member] | |||
Change in medical plan related benefit obligation: | |||
Benefit obligation at beginning of period | 22,081 | 23,467 | 21,908 |
Interest cost | 627 | 575 | 687 |
Benefits paid | (804) | (778) | (737) |
Change in medical plan provisions | 0 | 0 | 0 |
Actuarial loss (gain) | (4,468) | 1,183 | 1,608 |
Benefit obligation end of period | 17,436 | 22,081 | 23,467 |
Change in plan assets: | |||
Fair value of plan assets at beginning of period | 25,750 | 25,985 | 24,454 |
Actual return on plan assets | 5,211 | 616 | 2,337 |
Employer contribution | 0 | 0 | 0 |
Defined Benefit Plan Expenses Paid | (224) | (73) | (69) |
Benefits paid | (804) | (778) | (736) |
Fair value of plan assets at end of period | 19,511 | 25,750 | 25,985 |
Medical plan related net funding | $ 2,075 | $ 3,669 | $ 2,518 |
EMPLOYEE RELATED LIABILITIES _3
EMPLOYEE RELATED LIABILITIES (Schedule of Amounts Recognized in Statement of Financial Position) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Postretirement Medicare Plan [Member] | |||
Amounts recognized in statement of financial position: | |||
Current liabilities | $ (59) | $ (48) | $ (62) |
Non-current liabilities | (1,395) | (1,864) | (1,820) |
Net amount recognized | $ (1,454) | $ (1,912) | $ (1,882) |
Weighted average assumptions used: | |||
Discount rate | 5.10% | 3% | 2.80% |
Rate of compensation increases | |||
Pension Plan [Member] | |||
Amounts recognized in statement of financial position: | |||
Non-current assets | $ 2,075 | $ 3,669 | $ 2,518 |
Non-current liabilities | 0 | 0 | 0 |
Net amount recognized | $ 2,075 | $ 3,669 | $ 2,518 |
Weighted average assumptions used: | |||
Discount rate | 5.10% | 2.90% | 2.50% |
Rate of compensation increases | |||
Pre-65 [Member] | |||
Assumed health care cost trend rates: | |||
Year the ultimate rate is reached | 2031 | 2031 | 2029 |
Pre-65 [Member] | Postretirement Medicare Plan [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for next year | 7.30% | 5.80% | 6% |
Ultimate rate | 4.50% | 4.40% | 4.50% |
Pre-65 [Member] | Postretirement Non Medical Plan [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for next year | 7.30% | 5.80% | 6% |
Ultimate rate | 4.50% | 4.40% | 4.50% |
Post-65 [Member] | |||
Assumed health care cost trend rates: | |||
Year the ultimate rate is reached | 2031 | 2031 | 2029 |
Post-65 [Member] | Postretirement Medicare Plan [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for next year | 9.25% | 8.50% | 6.50% |
Ultimate rate | 4.50% | 4.50% | 4.50% |
Post-65 [Member] | Postretirement Non Medical Plan [Member] | |||
Assumed health care cost trend rates: | |||
Health care cost trend rate assumed for next year | 8.30% | 6.20% | 6.50% |
Ultimate rate | 4.50% | 4.40% | 4.50% |
EMPLOYEE RELATED LIABILITIES _4
EMPLOYEE RELATED LIABILITIES (Schedule of Future Benefit Payments) (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Postretirement Medicare Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | $ 59 |
2024 | 70 |
2025 | 69 |
2026 | 73 |
2027 | 81 |
2028 - 2032 | 455 |
Pension Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | 1,018 |
2024 | 1,101 |
2025 | 1,173 |
2026 | 1,225 |
2027 | 1,261 |
2028 - 2032 | $ 6,441 |
EMPLOYEE RELATED LIABILITIES _5
EMPLOYEE RELATED LIABILITIES (Schedule of Assets Measured at Fair Value) (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in mutual funds | $ 0 | $ 0 |
Total assets measured at fair value | 0 | |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in mutual funds | 19,511 | 25,750 |
Total assets measured at fair value | 19,511 | 25,750 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in mutual funds | 0 | |
Total assets measured at fair value | $ 0 | $ 0 |
EMPLOYEE RELATED LIABILITIES _6
EMPLOYEE RELATED LIABILITIES (Schedule of Weighted Average Asset Allocations) (Details) | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 100% |
Target allocation 2022 | 100% |
Equity Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 9% |
Target allocation 2022 | 10% |
Debt Securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Funded percentage | 91% |
Target allocation 2022 | 90% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating Leased Assets [Line Items] | |
Restructuring gain from sale of machinery and equipment | $ 20,243 |
Restructuring Charges [Member] | |
Operating Leased Assets [Line Items] | |
Restructuring expense | $ 10,684 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Asset disposal accrual [Member] | |
Operating Leased Assets [Line Items] | |
Accrued balance as of January 1, 2022 | $ 2,250 |
Expenses accrued | 0 |
Accruals related to assets | 521 |
Cash payments | (808) |
Accrued balance as of December 31, 2022 | 1,963 |
Other Restructuring costs accrual [Member] | |
Operating Leased Assets [Line Items] | |
Accrued balance as of January 1, 2022 | 0 |
Expenses accrued | 10,684 |
Accruals related to assets | 2,654 |
Cash payments | (5,703) |
Accrued balance as of December 31, 2022 | $ 7,635 |
SHAREHOLDERS' EQUITY (Ordinary
SHAREHOLDERS' EQUITY (Ordinary Shares) (Narrative) (Details) shares in Thousands | Dec. 31, 2022 ₪ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 1999 shares | Dec. 31, 1998 shares |
Stockholders' Equity Note [Abstract] | |||||
Ordinary shares, authorized | 150,000 | 150,000 | 150,000 | ||
Ordinary shares, par value | (per share) | ₪ 15 | $ 15 | $ 15 | ||
Ordinary shares, issued | 110,041 | 110,041 | 108,970 | ||
Common Stock, Shares, Outstanding | 109,954 | 109,954 | 108,883 | ||
Treasury stock, shares | 87 | 87 | 87 | 87 | 87 |
SHAREHOLDERS' EQUITY (Share Opt
SHAREHOLDERS' EQUITY (Share Option Plans) (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding | 0 | 2,558 | 32,805 | 343,451 |
Period of directors service served | 5 years | |||
Percentage of acceleration of unvested equity | 50% | |||
Percentage of vested restricted stock units | 20% | 20% | ||
RSU's [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted | 612,881 | 1,002,275 | 1,105,155 | |
Awards outstanding | 1,712,996 | 2,211,100 | 2,223,043 | 2,013,613 |
2013 Plan [Member] | Employees and directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | 3 years | ||
Awards granted | 610,000 | 1,000,000 | ||
2013 Plan [Member] | Chief Executive Officer [Member] | Time Vested Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Vesting percentage | 33% | 33% | 33% | |
Non-option equity awards granted | 59,000 | 80,000 | 109,000 | |
Compensation cost | $ 5,000 | |||
2013 Plan [Member] | Chief Executive Officer [Member] | Performance-based RSU's [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Vesting percentage | 33% | |||
Non-option equity awards granted | 97,000 | 132,000 | 163,000 | |
2013 Plan [Member] | Chief Executive Officer [Member] | RSU's [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-option equity awards granted | 6,000,000 | |||
Compensation cost | $ 7,200 | |||
2013 Plan [Member] | Chief Executive Officer [Member] | PSU’s [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-option equity awards granted | 31,000 | |||
Compensation cost | $ 1,000 | |||
2013 Plan [Member] | Chief Executive Officer [Member] | Base PSUs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-option equity awards granted | 120,000 | |||
2013 Plan [Member] | Chief Executive Officer [Member] | Upside PSUs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-option equity awards granted | 12,000 | |||
2013 Plan [Member] | Chairman of the board of directors [Member] | Time Vested Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33% | 33% | 33% | |
Non-option equity awards granted | 6,500 | 10,300 | 16,000 | |
Compensation cost | $ 300 | $ 300 | $ 300 | |
2013 Plan [Member] | New other directors [Member] | Time Vested Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | 2 years | 2 years | |
Non-option equity awards granted | 2,700 | 4,300 | 5,000 | |
Compensation cost | $ 875 | $ 875 | $ 900 | |
2013 Plan [Member] | New other directors [Member] | Time Vested Restricted Stock Units [Member] | First Anniversary [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 50% | 50% | 50% | |
2013 Plan [Member] | New other directors [Member] | Time Vested Restricted Stock Units [Member] | Second Anniversary [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 50% | 50% | 50% |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of Share Option Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of share options | |||
Outstanding as of beginning of year | 2,558 | 32,805 | 343,451 |
Granted | 0 | 0 | 0 |
Exercised | (2,558) | (30,247) | (308,479) |
Terminated | 0 | 0 | (667) |
Forfeited | 0 | 0 | (1,500) |
Outstanding as of end of year | 0 | 2,558 | 32,805 |
Options exercisable as of end of year | 0 | 2,558 | 32,805 |
Weighted average exercise price | |||
Outstanding as of beginning of year | $ 17.16 | $ 15.28 | $ 8.79 |
Granted | 0 | 0 | 0 |
Exercised | 17.16 | 15.12 | 8.14 |
Terminated | 0 | 0 | 9.9 |
Forfeited | 0 | 0 | 4.42 |
Outstanding as of end of year | 0 | 17.16 | 15.28 |
Options exercisable as of end of year | $ 0 | $ 17.16 | $ 15.28 |
SHAREHOLDERS' EQUITY (Schedul_2
SHAREHOLDERS' EQUITY (Schedule of Restricted Shares Units Activity) (Details) - RSU's [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of RSU's | |||
Outstanding as of beginning of year | 2,211,100 | 2,223,043 | 2,013,613 |
Granted | 612,881 | 1,002,275 | 1,105,155 |
Converted | (1,068,219) | (929,466) | (806,993) |
Forfeited | (42,766) | (84,752) | (88,732) |
Outstanding as of end of year | 1,712,996 | 2,211,100 | 2,223,043 |
Weighted Average Fair Value | |||
Outstanding as of beginning of year | $ 24.11 | $ 19.45 | $ 19.13 |
Granted | 44.99 | 29.91 | 19.86 |
Converted | 21.99 | 19.56 | 20.45 |
Forfeited | 24.24 | 20.28 | 18.62 |
Outstanding as of end of year | $ 32.9 | $ 24.11 | $ 19.45 |
SHAREHOLDERS' EQUITY (Schedul_3
SHAREHOLDERS' EQUITY (Schedule of Intrinsic and Fair Values of Options Exercised) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |||
The intrinsic value of options exercised | $ 77 | $ 504 | $ 4,429 |
The original fair value of options exercised | $ 19 | $ 188 | $ 1,018 |
SHAREHOLDERS' EQUITY (Schedul_4
SHAREHOLDERS' EQUITY (Schedule of Intrinsic and Fair Values of RSU's) (Details) (USD $) - RSU's [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
The intrinsic value of converted RSUs | $ 48,829 | $ 27,807 | $ 15,971 |
The original fair value of converted RSUs | $ 23,492 | $ 18,183 | $ 16,506 |
SHAREHOLDERS' EQUITY (Schedul_5
SHAREHOLDERS' EQUITY (Schedule of Stock-Based Compensation Expense in Statement of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
The effect of stock- based compensation on the Statement of Operations is as follow: | |||
Total stock-based compensation expense | $ 24,215 | $ 25,144 | $ 16,988 |
Cost of goods [Member] | |||
The effect of stock- based compensation on the Statement of Operations is as follow: | |||
Total stock-based compensation expense | 7,393 | 7,003 | 5,197 |
Research and development, net [Member] | |||
The effect of stock- based compensation on the Statement of Operations is as follow: | |||
Total stock-based compensation expense | 4,754 | 4,855 | 3,568 |
Marketing, general and administrative [Member] | |||
The effect of stock- based compensation on the Statement of Operations is as follow: | |||
Total stock-based compensation expense | $ 12,068 | $ 13,286 | $ 8,223 |
INFORMATION ON GEOGRAPHIC ARE_3
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Revenues by Geographic Area) (Details) - Geographic Concentration [Member] - Revenue [Member] | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
External Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage | 100% | 100% | 100% |
USA [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage | 49% | 41% | 44% |
Japan [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage | 16% | 22% | 28% |
Asia (other than japan) [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage | 26% | 30% | 22% |
Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Percentage | 9% | 7% | 6% |
INFORMATION ON GEOGRAPHIC ARE_4
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Long-Lived Assets by Geographic Area) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 962,258 | $ 876,683 |
Israel [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 248,711 | 238,758 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 257,759 | 264,038 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 147,493 | 0 |
Japan [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 308,295 | $ 373,887 |
INFORMATION ON GEOGRAPHIC ARE_5
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Accounts Receivable of Major Customers) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable [Member] | Customer one [Member] | Customer Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Percentage | 14% |
INFORMATION ON GEOGRAPHIC ARE_6
INFORMATION ON GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Schedule of Revenues of Major Customers) (Details) - Revenue [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | 14% | 21% | 25% | |
Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | 9% | 13% | 11% | |
Other customers [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | [1] | 24% | 20% | 23% |
Customer one [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | 4% | 4% | 4% | |
Customer two [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage | 8% | 7% | 7% | |
[1]Represents aggregated revenue to four customers that accounted for between 4% and 8% of total revenue during 2022, to four customers that accounted for between 4% and 7% of total revenue during 2021, and to four customers that accounted for between 4% and 7% of total revenue during 2020. |
FINANCING INCOME (EXPENSE), N_3
FINANCING INCOME (EXPENSE), NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Interest expense | $ (5,687) | $ (7,312) | $ (6,755) |
Interest income | 13,596 | 5,368 | 8,484 |
Series G Debentures amortization, related exchange rate and related hedging results | (772) | (1,773) | (3,045) |
Exchange rate and related hedging results | (3,986) | (7,092) | 5,509 |
Marketable securities fair value adjustments | (9,225) | 0 | 0 |
Bank fees and others | (6,693) | (2,064) | (1,323) |
FINANCING INCOME (EXPENSE), NET | $ (12,767) | $ (12,873) | $ 2,870 |
RELATED PARTIES BALANCES AND _3
RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Long-term investment | $ 57 | $ 57 | |
General and administrative expense | $ 696 | $ 771 | $ 787 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Tax Credit Carryforward [Line Items] | |
Operation loss carryforwards limitation | taxable income limitation of 80% |
Effective Statutory tax rate | 23% |
Federal [Member] | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforwards | $ 13,000 |
Tower [Member] | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforwards | $ 500,000 |
Effective Statutory tax rate | 7.50% |
Preferred income subject tax rate | 7.50% |
Tower US Holdings [Member] | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforwards | $ 75,000 |
Net operating loss carry forwards amount not to expire | 62,000 |
Tower US Holdings [Member] | State and Local Jurisdiction [Member] | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforwards | 11,000 |
TSNP [Member] | |
Tax Credit Carryforward [Line Items] | |
Operating loss carry forwards, annual utilization amount | $ 2,000 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income Tax Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax expense: | |||
Foreign | $ 13,167 | $ 13,504 | $ 2,232 |
Deferred tax expense (benefit): | |||
Local | 21,550 | 2,518 | 8,481 |
Foreign | (9,215) | (14,998) | (5,314) |
Income tax expense | $ 25,502 | $ 1,024 | $ 5,399 |
INCOME TAXES (Schedule of Profi
INCOME TAXES (Schedule of Profit (Loss) Before Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit before taxes: | |||
Domestic | $ 295,438 | $ 166,273 | $ 100,145 |
Foreign | (3,465) | (11,174) | (11,457) |
Total profit before taxes | $ 291,973 | $ 155,099 | $ 88,688 |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Asset/Liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 53,473 | $ 77,586 |
Employees compensation | 7,670 | 5,366 |
Accruals and allowances | 10,935 | 7,863 |
Research and development credit | 21,340 | 20,633 |
Research and development - Section 174 | 11,748 | 0 |
Others | 1,894 | 3,737 |
Deferred tax assets gross | 107,060 | 115,185 |
Valuation allowance, see Note 19F below | (17,541) | (11,644) |
Deferred tax assets | 89,519 | 103,541 |
Deferred tax liabilities - long-term: | ||
Depreciation and amortization | (69,314) | (72,678) |
Others | 77 | (1,114) |
Deferred tax liabilities | (69,237) | (73,792) |
Presented in long term deferred tax assets | 32,787 | 53,526 |
Presented in long term deferred tax liabilities | $ (12,505) | $ (23,777) |
INCOME TAXES (Schedule of Recon
INCOME TAXES (Schedule of Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 7,763 | $ 15,314 | $ 15,113 |
Additions for tax positions of current year | 727 | 624 | 624 |
Reduction due to statute of limitations of prior years | 0 | (8,175) | (423) |
Ending balance | $ 8,490 | $ 7,763 | $ 15,314 |
INCOME TAXES (Schedule of Effec
INCOME TAXES (Schedule of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax expense computed at statutory rates, see (*) below | $ 67,154 | $ 35,673 | $ 20,398 |
Effect of different tax rates in different jurisdictions and Preferred Enterprise Benefit | (46,012) | (24,683) | (15,046) |
Change in valuation allowance, see Note 19F below | 5,911 | 899 | 3,479 |
Permanent differences and other, net | (1,551) | (10,865) | (3,432) |
Income tax expense | $ 25,502 | $ 1,024 | $ 5,399 |