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 17, 2009
| PHOTRONICS, INC. | ||
| (Exact name of registrant as specified in its charter) |
| Connecticut | 0-15451 | 06-0854886 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | 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:
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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)) | |
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Item 2.02 |
Results of Operations and Financial Condition |
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On February 17,2009, the Company issued a press release reporting first quarter fiscal 2009 results. A copy of the press release is attached to this 8-K. | |
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Item 9.01 |
Financial Statements and Exhibits |
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(d) Exhibits |
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99.1 |
Press Release dated February 17, 2009 |
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99.2 |
Condensed Consolidated Statement of Operations |
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99.3 |
Condensed Consolidated Balance Sheets |
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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 18, 2009 | BY | /s/ Richelle E. Burr | ||
| Richelle E. Burr | |||||
| Vice President, Associate General Counsel | |||||
| PHOTRONICS, INC. | |||||
 |
FOR FURTHER INFORMATION: |
| Scott J. Gish | |
| Vice President | |
| Corporate Communications | |
| (203)775-9000 | |
|
Press Release |
sgish@photronics.com |
FOR IMMEDIATE
RELEASE
February 17,
2009
PHOTRONICS REPORTS FIRST QUARTER RESULTS
BROOKFIELD, Connecticut February 17, 2009 -- Photronics, Inc. (Nasdaq:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, today reported fiscal 2009 first quarter results for the period ended February 1, 2009.
Sales for the first quarter were $88.0 million, down 14.7%, compared to $103.2 million for the first quarter of fiscal year 2008. Sales of semiconductor photomasks accounted for $63.6 million, or 72.2% of revenues during the first quarter of fiscal 2009, and sales of flat panel display (FPD) photomasks accounted for $24.4 million, or 27.8% of revenues.
Net loss for the first quarter of fiscal year 2009 was $10.2 million, or $0.25 per share, compared to a net loss of $3.3 million, or $0.08 per share, for the first quarter of fiscal 2008. Net loss for the first quarter of fiscal 2009 included a charge of approximately $1.7 million in connection with the Company’s previously disclosed restructuring of its operations in Manchester, United Kingdom. On a non-GAAP basis, excluding the effect of the aforementioned charge, the Company’s adjusted net loss for the first quarter of fiscal year 2009 was $8.9 million, or $0.21 per share.
Constantine (“Deno”) Macricostas, Photronics’ chairman and interim chief executive officer commented, “The first quarter was challenging as many of Photronics’ customers grappled with the current financial crisis and economic uncertainty. Looking further into 2009, although the global recession clearly will be difficult for Photronics and our customers, we participate in an industry with primarily strong growth prospects. Today’s weak demand environment has not deterred semiconductor and FPD makers from developing new product designs, which is the core driver of photomask industry growth. Our plan is to continue to reduce costs and enhance operational efficiency while at the same time maintain a sharp focus on new technology qualifications to be fully prepared when industry demand improves.”
-- more --
| PHOTRONICS REPORTS FIRST QUARTER RESULTS |
PAGE TWO |
A conference call with investors and the media to discuss these results is scheduled for 8:30 a.m. Eastern time on Wednesday, February 18, 2009. The live dial-in number is (719) 325-4827. The call can also be accessed by logging onto Photronics’ web site at www.photronics.com.
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 press release and other parts of Photronics’ web site 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.
PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of
Operations
(in thousands, except per
share amounts)
(Unaudited)
| Three Months Ended | ||||||||
| February 1, | January 27, | |||||||
| 2009 | 2008 | |||||||
| Net sales | $ | 88,042 | $ | 103,215 | ||||
| Costs and expenses: | ||||||||
| Cost of sales | (77,483 | ) | (82,619 | ) | ||||
| Selling, general and administrative | (10,402 | ) | (16,302 | ) | ||||
| Research and development | (3,624 | ) | (4,238 | ) | ||||
| Consolidation, restructuring and related charges | (1,680 | ) | - | |||||
| Operating income (loss) | (5,147 | ) | 56 | |||||
| Other expense, net | (3,623 | ) | (568 | ) | ||||
| Loss before income taxes and minority interest | (8,770 | ) | (512 | ) | ||||
| Income tax provision | (1,197 | ) | (1,873 | ) | ||||
| Loss before minority interest | (9,967 | ) | (2,385 | ) | ||||
| Minority interest | (266 | ) | (955 | ) | ||||
| Net loss | $ | (10,233 | ) | $ | (3,340 | ) | ||
| Loss per share: | ||||||||
| Basic | $ | (0.25 | ) | $ | (0.08 | ) | ||
| Diluted | $ | (0.25 | ) | $ | (0.08 | ) | ||
| Weighted average number of common shares outstanding: | ||||||||
| Basic | 41,723 | 41,626 | ||||||
| Diluted | 41,723 | 41,626 | ||||||
PHOTRONICS, INC. AND
SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands)
(Unaudited)
| February 1, | November 2, | |||||
| 2009 | 2008 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash, cash equivalents and short-term investments of $144 in 2009 and $1,343 in 2008 | $ | 71,653 | $ | 85,106 | ||
| Accounts receivable | 65,497 | 68,095 | ||||
| Inventories | 18,063 | 17,548 | ||||
| Other current assets | 12,453 | 11,748 | ||||
| Total current assets | 167,666 | 182,497 | ||||
| Property, plant and equipment, net | 406,915 | 436,528 | ||||
| Investment in joint venture | 65,776 | 65,737 | ||||
| Other intangibles, net | 61,098 | 62,386 | ||||
| Other assets | 11,048 | 10,859 | ||||
| $ | 712,503 | $ | 758,007 | |||
| Liabilities and Shareholders' Equity | ||||||
| Current liabilities: | ||||||
| Current portion of long-term borrowings | $ | 68,134 | $ | 20,630 | ||
| Accounts payable and accrued liabilities | 79,835 | 95,448 | ||||
| Total current liabilities | 147,969 | 116,078 | ||||
| Long-term borrowings | 151,848 | 202,979 | ||||
| Deferred income taxes and other liabilities | 6,393 | 6,552 | ||||
| Minority interest | 48,608 | 49,616 | ||||
| Shareholders' equity | 357,685 | 382,782 | ||||
| $ | 712,503 | $ | 758,007 | |||
PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of
Cash Flows
(in
thousands)
(Unaudited)
| Three Months Ended | ||||||||
| February 1, | January 27, | |||||||
| 2009 | 2008 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (10,233 | ) | $ | (3,340 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 21,725 | 24,721 | ||||||
| Consolidation, restructuring and related charges | 1,680 | - | ||||||
| Minority interest in income of consolidated subsidiaries | 266 | 955 | ||||||
| Changes in assets and liabilities and other | (5,449 | ) | (10,661 | ) | ||||
| Net cash provided by operating activities | 7,989 | 11,675 | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property, plant and equipment | (12,789 | ) | (65,932 | ) | ||||
| Purchases of short-term investments and other | - | (253 | ) | |||||
| Proceeds from sales of investments and other | 858 | 65 | ||||||
| Investment in joint venture | (2,598 | ) | ||||||
| Net cash used in investing activities | (11,931 | ) | (68,718 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayments of long-term borrowings | (3,607 | ) | (577 | ) | ||||
| Proceeds from long-term borrowings | - | 942 | ||||||
| Payments of deferred financing fees | (1,913 | ) | (71 | ) | ||||
| Net cash provided by (used in) financing activities | (5,520 | ) | 294 | |||||
| Effect of exchange rate changes on cash | (2,792 | ) | (171 | ) | ||||
| Net decrease in cash and cash equivalents | (12,254 | ) | (56,920 | ) | ||||
| Cash and cash equivalents, beginning of period | 83,763 | 146,049 | ||||||
| Cash and cash equivalents, end of period | $ | 71,509 | $ | 89,129 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Change in accrual for purchases of property, plant and equipment | $ | (11,204 | ) | $ | (24,181 | ) | ||
| Capital lease obligation for purchases of property, plant and equipment | $ | - | $ | 61,662 | ||||