UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
________________________
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act Of
1934
Date of report (Date of earliest event reported) February 13, 2008
| PHOTRONICS, INC. | ||
| (Exact name of registrant as specified in its charter) |
| Connecticut | 0-15451 | 06-0854886 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
| 15 Secor Road, Brookfield, CT | 06804 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's Telephone Number, including
area code (203)
775-9000
|
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition | ||
| On February 13, 2008, the Company issued a press release reporting fiscal first quarter 2008 results for the period ended January 27, 2008. A copy of the press release is attached to this 8-K. | |||
| Item 9.01. | Financial Statements and Exhibits | ||
| (d) Exhibits | |||
| Exhibits 99.2, 99.3 and 99.4 are filed with this Report. Exhibits 99.1 is furnished with this report. | |||
| 99.1 | Press Release dated February 13, 2008. | ||
| 99.2 | Condensed Consolidated Statements of Income | ||
| 99.3 | Condensed Consolidated Balance Sheets | ||
| 99.4 | Condensed Consolidated Statements of Cash Flows | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PHOTRONICS, INC. | ||
| (Registrant) |
| DATE: | February 14, 2008 | BY: | /s/ | Richelle E. Burr | |
| Richelle E. Burr | |||||
| Assistant General Counsel and Assistant Secretary | |||||
PHOTRONICS, INC.
EXHIBIT INDEX
| Exhibit No. |
Subject Matter | |
| 99.1 |
Press Release dated February 13, 2008. | |
| 99.2 | Condensed Consolidated Statements of Income | |
| 99.3 | Condensed Consolidated Balance Sheets | |
| 99.4 | Condensed Consolidated Statements of Cash Flows |
 Press Release |
Exhibit
99.1 |
|
FOR IMMEDIATE RELEASE
|
PHOTRONICS REPORTS FIRST QUARTER RESULTS
BROOKFIELD, Connecticut February 13, 2008 -- Photronics, Inc. (Nasdaq:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, today reported fiscal 2008 first quarter results for the period ended January 27, 2008.
Sales for the quarter were $103.2 million, down 2.6%, compared to $106.0 million for the first quarter of fiscal year 2007. Net loss for the first quarter of fiscal year 2008 amounted to $3.3 million, or $0.08 loss per diluted share compared to net income of $7.9 million, or $0.17 earnings per diluted share for the first quarter of fiscal 2007, including a gain on the sale of a facility of $2.3 million, or $0.04 per diluted share.
Michael J. Luttati, Chief Executive Officer commented, "Our intense focus on qualifying customers at our new sites and with new technologies during 2007 has begun to yield positive results. In addition, ongoing efforts to lower our cost structure through product quality, cycle time, productivity and supply chain initiatives have helped offset some of the additional costs we have added to the business as a result of the investments we have made in our new facilities in Boise, Idaho; Shanghai, China; and Taichung, Taiwan. For instance, the Company maintained a relatively flat employee headcount over the past few years while strategically expanding its manufacturing base and technology capabilities. We are focused on continuing this cost reduction discipline to ensure our future success."
In closing, Mr. Luttati added, "We remain dedicated to our long-term financial goals, and most importantly, we will continue to keep our focus of being valued by our customers as the "best-in-class" service provider across all technology nodes and business regions. I am encouraged by our accomplishments, progress and our ability to position Photronics as a tightly integrated profitable technology leader. We understand the need to continue to show tangible results from the investments we have made and are committed to delivering them.”
-- more --
| Exhibit 99.1 | |
| PHOTRONICS REPORTS FIRST QUARTER RESULTS |
PAGE TWO |
A conference call with investors and the media to discuss these results can be accessed by logging onto Photronics’ web site at www.photronics.com and clicking on the “Conference Calls” button on the top right corner of the home page. The call is scheduled for 8:30 a.m. Eastern Time on Thursday, February 14, 2008. The live dial-in number is 719-325-4797. The call will be archived for instant replay access until the Company reports its fiscal 2008 second quarter results after the market closes on Tuesday, May 13, 2008.
# # #
Photronics is a leading worldwide manufacturer of photomasks. Photomasks are high precision quartz plates that contain microscopic images of electronic circuits. A key element in the manufacture of semiconductors and flat panel displays, photomasks are used to transfer circuit patterns onto semiconductor wafers and flat panel substrates during the fabrication of integrated circuits, a variety of flat panel displays and, to a lesser extent, other types of electrical and optical components. They are produced in accordance with product designs provided by customers at strategically located manufacturing facilities in Asia, Europe, and North America. Additional information on the Company can be accessed at www.photronics.com.
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements made by or on behalf of Photronics, Inc. and its subsidiaries (the Company). The forward-looking statements contained in this document involve risks and uncertainties that may affect the Company’s operations, markets, products, services, prices, and other factors as discussed in filings with the U. S. Securities and Exchange Commission (SEC). These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental, and technological factors. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.
Exhibit 99.2
PHOTRONICS, INC. AND
SUBSIDIARIES
Condensed Consolidated Statements of
Operations
(in thousands, except per
share amounts)
(Unaudited)
| Three Months Ended | |||||||||
| January 27, | January 28, | ||||||||
| 2008 | 2007 | ||||||||
| Net sales | $ | 103,215 | $ | 105,981 | |||||
| Costs and expenses: | |||||||||
| Cost of sales | (82,619 | ) | (76,316 | ) | |||||
| Selling, general and administrative | (16,302 | ) | (16,442 | ) | |||||
| Research and development | (4,238 | ) | (4,720 | ) | |||||
| Gain on sale of facility | - | 2,254 | |||||||
| Operating income | 56 | 10,757 | |||||||
| Other expense, net | (568 | ) | (284 | ) | |||||
| Income (loss) before income taxes and minority interest | (512 | ) | 10,473 | ||||||
| Income tax provision | (1,873 | ) | (1,312 | ) | |||||
| Income (loss) before minority interest | (2,385 | ) | 9,161 | ||||||
| Minority interest | (955 | ) | (1,304 | ) | |||||
| Net income (loss) | $ | (3,340 | ) | $ | 7,857 | ||||
| Earnings (loss) per share: | |||||||||
| Basic | $ | (0.08 | ) | $ | 0.19 | ||||
| Diluted | $ | (0.08 | ) | $ | 0.17 | ||||
| Weighted average number of common shares | |||||||||
| outstanding: | |||||||||
| Basic | 41,626 | 41,475 | |||||||
| Diluted | 41,626 | 51,361 | |||||||
Exhibit 99.3
PHOTRONICS, INC. AND
SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands)
(Unaudited)
| January 27, | October 28, | |||||
| 2008 | 2007 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash, cash equivalents and short-term | ||||||
| investments of $5,912 in 2008 and $5,657 in 2007 | $ | 95,041 | $ | 151,706 | ||
| Accounts receivable | 72,077 | 68,248 | ||||
| Inventories | 16,506 | 17,716 | ||||
| Other current assets | 9,741 | 9,315 | ||||
| Total current assets | 193,365 | 246,985 | ||||
| Property, plant and equipment, net | 604,706 | 531,578 | ||||
| Goodwill | 138,534 | 138,534 | ||||
| Investment in joint venture | 70,345 | 67,900 | ||||
| Other intangibles, net | 67,532 | 68,835 | ||||
| Other assets | 5,541 | 5,948 | ||||
| $ | 1,080,023 | $ | 1,059,780 | |||
| Liabilities and Shareholders' Equity | ||||||
| Current liabilities: | ||||||
| Current portion of long-term borrowings | ||||||
| and capital lease obligations | $ | 16,019 | $ | 4,482 | ||
| Accounts payable and accrued liabilities | 115,187 | 145,897 | ||||
| Total current liabilities | 131,206 | 150,379 | ||||
| Long-term borrowings and capital | ||||||
| lease obligations | 242,737 | 191,253 | ||||
| Deferred income taxes and other liabilities | 13,236 | 14,399 | ||||
| Minority interest | 49,887 | 49,465 | ||||
| Shareholders' equity | 642,957 | 654,284 | ||||
| $ | 1,080,023 | $ | 1,059,780 | |||
Exhibit 99.4
PHOTRONICS, INC. AND
SUBSIDIARIES
Condensed Consolidated Statements of Cash
Flows
(in thousands)
(Unaudited)
| Three Months Ended | |||||||
| January 27, | January 28, | ||||||
| 2008 | 2007 | ||||||
| Cash flows from operating activities: | |||||||
| Net income (loss) | $ | (3,340 | ) | $ | 7,857 | ||
| Adjustments to reconcile net income (loss) to net cash | |||||||
| provided by operating activities: | |||||||
| Depreciation and amortization | 24,721 | 22,383 | |||||
| Gain on sale of facility | - | (2,254 | ) | ||||
| Minority interest in income of consolidated subsidiaries | 955 | 1,304 | |||||
| Changes in assets and liabilities and other | (10,661 | ) | (10,690 | ) | |||
| Net cash provided by operating activities | 11,675 | 18,600 | |||||
| Cash flows from investing activities: | |||||||
| Purchases of property, plant and equipment | (65,932 | ) | (5,601 | ) | |||
| Purchases of short-term investments and other | (253 | ) | - | ||||
| Proceeds from sales of investments and other | - | 38,400 | |||||
| Proceeds from sale of facility and other | 65 | 5,011 | |||||
| Investment in joint venture | (2,598 | ) | - | ||||
| Net cash (used in) provided by investing activities | (68,718 | ) | 37,810 | ||||
| Cash flows from financing activities: | |||||||
| Repayments of long-term borrowings | (577 | ) | (87,087 | ) | |||
| Proceeds from long-term borrowings | 942 | 1,926 | |||||
| Proceeds from issuance of common stock | - | 189 | |||||
| Other | (71 | ) | - | ||||
| Net cash provided by (used in) financing activities | 294 | (84,972 | ) | ||||
| Effect of exchange rate changes on cash | (171 | ) | (227 | ) | |||
| Net decrease in cash and cash equivalents | (56,920 | ) | (28,789 | ) | |||
| Cash and cash equivalents, beginning of period | 146,049 | 129,425 | |||||
| Cash and cash equivalents, end of period | $ | 89,129 | $ | 100,636 | |||
| Supplemental disclosure of cash flow information: | |||||||
| Change in accrual for purchases of property, plant and equipment | $ | (24,181 | ) | $ | 14,930 | ||
| Capital lease obligation for purchases of property, plant and | |||||||
| equipment | $ | 61,662 | $ | - | |||