photronics_8k.htm
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) August 17,
2010
|
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:
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 August 17, 2010, the Company issued a press release
reporting third quarter fiscal 2010 results. A copy of the press release
is attached to this 8-K.
|
Item
9.01. |
|
Financial
Statements and Exhibits |
(d)
|
Exhibits |
|
99.1 |
|
Press
Release dated August 17, 2010
|
|
99.2 |
|
Condensed Consolidated Statements of Operations
|
|
99.3 |
|
Condensed Consolidated Balance Sheets
|
|
99.4 |
|
Condensed Consolidated Statements of Cash Flows
|
|
99.5 |
|
Reconciliation
of GAAP to Non-GAAP Financial
Information |
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: |
August 17, 2010 |
|
BY |
/s/ Richelle E.
Burr |
|
|
Richelle E. Burr |
|
|
Vice President, General
Counsel |
exhibit99-1.htm
|
FOR FURTHER INFORMATION: Sean T. Smith Senior Vice
President Chief Financial Officer (203)775-9000 ssmith@photronics.com |
Press Release |
|
PHOTRONICS REPORTS THIRD QUARTER FINANCIAL RESULTS
- Company exceeds high-end of both sales and earnings guidance
- High-end FPD and IC photomask sales increased sequentially 50% and 13%,
respectively
- Net cash increased $33 million sequentially
- $65 million revolving debt availability at quarter end
BROOKFIELD, Connecticut August 17, 2010
- -- Photronics,
Inc. (NASDAQ:PLAB), a worldwide leader in supplying innovative imaging
technology solutions for the global electronics industry, today reported fiscal
2010 third quarter results for the period ended August 1, 2010.
Sales for the third quarter were $112.3
million, an increase of 18% compared with $95.4 million for the third quarter of
fiscal year 2009. Sales of semiconductor photomasks were $86.0 million, or 77%
of revenues, during the third quarter of fiscal 2010, and sales of flat panel
display (FPD) photomasks were $26.3 million, or 23% of revenues. GAAP net income
attributable to Photronics, Inc. for the third quarter of fiscal year 2010 was
$7.7 million, or $0.13 earnings per diluted share, compared to a net loss
attributable to Photronics, Inc. of $22.8 million, or $0.55 loss per share, for
the third quarter of fiscal 2009.
Non-GAAP net income attributable to
Photronics, Inc. for the third quarter of 2010 was $7.3 million, or $0.13
earnings per diluted share, compared with non-GAAP net loss attributable to
Photronics, Inc. of $5.3 million, or $0.13 loss per share, for the third quarter
of 2009. The section below entitled “Non-GAAP Financial Measures” provides a definition and information about the use of non-GAAP
financial measures in this press release, and the attached financial supplement
reconciles non-GAAP financial information with Photronics, Inc.’s financial
results under GAAP.
Sales for the first nine months of
2010 were $315.5 million, an increase of 18% compared to $266.7 million for the
first nine months of fiscal 2009. Sales of semiconductor photomasks were $244.5
million, or 77% of revenues for the first nine months of 2010, and sales of FPD
photomasks were $71.0 million, or 23% of revenues. GAAP net income attributable
to Photronics, Inc. for the first nine months of fiscal 2010 was $15.8 million,
or $0.29 earnings per diluted share, compared with the prior year's first nine
months net loss of $43.2 million, or $1.03 loss per share. Non-GAAP net income
attributable to Photronics, Inc. for the first nine months of fiscal 2010 was
$12.7 million, or $0.23 earnings per diluted share, compared with non-GAAP net
loss attributable to Photronics, Inc. for the first nine months of fiscal 2009
of $23.0 million, or $0.55 loss per share.
1
Constantine (“Deno”) Macricostas, Photronics’
chairman and chief executive officer, commented, “We exceeded our guidance range
for both sales and non-GAAP net income for the third quarter of fiscal 2010.
Third quarter sales improved 7% from the sequential second quarter of fiscal
2010 as a result of increased demand for high-end integrated circuit and flat
panel photomasks. The strength in demand at the high-end for both FPD and IC
photomasks continues to validate our strategy to deploy capital in these high
growth markets. Improved volume leverage coupled with our disciplined cost
management resulted in a significant increase in non-GAAP net income from $4.7
million for the second quarter of 2010 to $7.3 million for the third quarter of
2010. In addition, our continued focus on cash management has enabled us to have
a net cash position of $16 million at the end of the quarter compared with a net
debt position of $17 million at the beginning of the third
quarter.”
“Looking forward, we plan to increase market
share in the U.S. and Asia and maintain our top- and bottom-line growth
momentum. We will continue to invest in advanced capabilities while leveraging
our leading-edge technology, exceptional customer service and manufacturing cost
efficiency to capitalize on the significant opportunities with preeminent global
memory and logic customers,” concluded Macricostas.
Non-GAAP Financial
Measures
Non-GAAP net income (loss)
attributable to Photronics, Inc. and non-GAAP earnings (loss) per share are
“non-GAAP financial measures,” as such term is defined by the Securities and
Exchange Commission, and may differ from non-GAAP financial measures used by
other companies. Photronics, Inc. believes that non-GAAP net income (loss)
attributable to Photronics, Inc. and non-GAAP earnings (loss) per share that
exclude certain non-cash or non-recurring income or expense items are useful for
analysts and investors to evaluate Photronics, Inc.’s future on-going
performance because they enable a more meaningful comparison of Photronics,
Inc.’s projected earnings and performance with its historical results from prior
periods. These non-GAAP metrics, in particular non-GAAP net income (loss)
attributable to Photronics, Inc. and non-GAAP earnings (loss) per share, are not
intended to represent funds available for Photronics, Inc.’s discretionary use
and are not intended to represent or be used as a substitute for operating
income (loss), net income (loss) or cash flows from operations data as measured
under GAAP. The items excluded from these non-GAAP metrics, but included in the
calculation of their closest GAAP equivalent, are significant components of the
consolidated statements of operations and must be considered in performing a
comprehensive assessment of overall financial performance. Non-GAAP financial
information is adjusted for the following items:
- Consolidation and restructuring charges (credit) and impairment of
long-lived assets are excluded because they are not a part of ongoing
operations.
- Deferred financing fees write-off is excluded because it is not a part of
ongoing operations and was not anticipated when establishing forecast guidance
for Q2-10.
- Impact of financing expenses related to warrants are excluded because they
do not affect cash earnings.
2
The presentation of this financial
information should not be considered in isolation or as a substitute for the
financial information prepared and presented in accordance with accounting
principles generally accepted in the United States. The attached financial
supplement reconciles non-GAAP financial information with Photronics, Inc.'s
financial results under GAAP.
A conference call with investors and the media
to discuss these results is scheduled for 8:30 a.m. Eastern time on Wednesday,
August 18, 2010. The live dial-in number is (408) 774-4601. 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 United
States Securities and Exchange Commission. 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.
15-2010
PLAB - E
3
exhibit99-2.htm
PHOTRONICS, INC. AND
SUBSIDIARIES
Condensed Consolidated
Statements of Operations
(in thousands, except per share
amounts)
(Unaudited)
|
|
Three Months
Ended |
|
Nine Months
Ended |
|
|
August 1, |
|
August 2, |
|
August 1, |
|
August 2, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
Net sales |
|
$ |
112,251 |
|
|
$ |
95,401 |
|
|
$ |
315,518 |
|
|
$ |
266,676 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
(85,979 |
) |
|
|
(77,347 |
) |
|
|
(248,979 |
) |
|
|
(226,622 |
) |
Selling, general and
administrative |
|
|
(11,068 |
) |
|
|
(9,963 |
) |
|
|
(32,086 |
) |
|
|
(30,995 |
) |
Research and
development |
|
|
(3,427 |
) |
|
|
(3,854 |
) |
|
|
(10,983 |
) |
|
|
(11,655 |
) |
Consolidation, restructuring
and related (charges) credits |
|
|
(26 |
) |
|
|
(10,660 |
) |
|
|
4,810 |
|
|
|
(12,746 |
) |
Impairment of long-lived
assets |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,458 |
) |
Operating income (loss) |
|
|
11,751 |
|
|
|
(6,423 |
) |
|
|
28,280 |
|
|
|
(16,800 |
) |
Other income (expense),
net |
|
|
(1,234 |
) |
|
|
(14,220 |
) |
|
|
(5,870 |
) |
|
|
(22,845 |
) |
Income (loss) before income taxes |
|
|
10,517 |
|
|
|
(20,643 |
) |
|
|
22,410 |
|
|
|
(39,645 |
) |
Income tax provision |
|
|
(2,910 |
) |
|
|
(1,805 |
) |
|
|
(5,790 |
) |
|
|
(2,927 |
) |
Net income (loss) |
|
|
7,607 |
|
|
|
(22,448 |
) |
|
|
16,620 |
|
|
|
(42,572 |
) |
Net (income) loss attributable
to noncontrolling interests |
|
|
84 |
|
|
|
(399 |
) |
|
|
(842 |
) |
|
|
(580 |
) |
Net income (loss) attributable
to Photronics, Inc. |
|
$ |
7,691 |
|
|
$ |
(22,847 |
) |
|
$ |
15,778 |
|
|
$ |
(43,152 |
) |
|
Earnings (loss) per
share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.14 |
|
|
$ |
(0.55 |
) |
|
$ |
0.30 |
|
|
$ |
(1.03 |
) |
Diluted |
|
$ |
0.13 |
|
|
$ |
(0.55 |
) |
|
$ |
0.29 |
|
|
$ |
(1.03 |
) |
Weighted average number of
common shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
53,516 |
|
|
|
41,819 |
|
|
|
53,341 |
|
|
|
41,772 |
|
Diluted |
|
|
66,280 |
|
|
|
41,819 |
|
|
|
65,689 |
|
|
|
41,772 |
|
|
exhibit99-3.htm
PHOTRONICS, INC. AND
SUBSIDIARIES
Condensed Consolidated Balance
Sheets
(in thousands)
(Unaudited)
|
|
August 1, |
|
November
1, |
|
|
2010 |
|
2009 |
Assets |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash
equivalents |
|
$
|
104,027 |
|
$ |
88,539 |
Accounts receivable |
|
|
79,995 |
|
|
66,920 |
Inventories |
|
|
14,328 |
|
|
14,826 |
Other current assets |
|
|
13,082 |
|
|
9,712 |
Total current assets |
|
|
211,432 |
|
|
179,997 |
Property, plant and equipment,
net |
|
|
354,422 |
|
|
347,889 |
Investment in joint
venture |
|
|
60,914 |
|
|
60,945 |
Intangible assets,
net |
|
|
49,261 |
|
|
55,054 |
Other assets |
|
|
18,535 |
|
|
19,771 |
|
|
$ |
694,564 |
|
$ |
663,656 |
|
Liabilities and
Equity |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Current portion of long-term
borrowings |
|
$ |
11,577 |
|
$ |
10,301 |
Accounts payable and accrued
liabilities |
|
|
122,681 |
|
|
80,154 |
Total current liabilities |
|
|
134,258 |
|
|
90,455 |
Long-term borrowings |
|
|
76,439 |
|
|
112,137 |
Deferred income taxes and
other liabilities |
|
|
10,413 |
|
|
11,368 |
Equity |
|
|
473,454 |
|
|
449,696 |
|
|
$ |
694,564 |
|
$ |
663,656 |
|
exhibit99-4.htm
PHOTRONICS, INC. AND SUBSIDIARIES
Condensed
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
|
|
Nine Months Ended |
|
|
August 1, |
|
August 2, |
|
|
2010 |
|
2009 |
Cash flows from operating
activities: |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
16,620 |
|
|
$ |
(42,572 |
) |
Adjustments to reconcile net income (loss) to net cash |
|
|
|
|
|
|
|
|
provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
67,786 |
|
|
|
64,419 |
|
Consolidation, restructuring, and related charges (credit) and impairment
of long-lived assets |
|
|
(5,059 |
) |
|
|
11,975 |
|
Changes in assets and liabilities and other |
|
|
(5,170 |
) |
|
|
7,785 |
|
|
Net cash provided by operating
activities |
|
|
74,177 |
|
|
|
41,607 |
|
|
Cash flows from investing
activities: |
|
|
|
|
|
|
|
|
Purchases of property, plant
and equipment |
|
|
(38,040 |
) |
|
|
(29,867 |
) |
Proceeds from sale of facility |
|
|
12,880 |
|
|
|
- |
|
Distribution from joint
venture |
|
|
- |
|
|
|
5,000 |
|
Proceeds from sales of investments and other |
|
|
288 |
|
|
|
996 |
|
|
Net cash used in investing
activities |
|
|
(24,872 |
) |
|
|
(23,871 |
) |
|
Cash flows from financing
activities: |
|
|
|
|
|
|
|
|
Repayments of long-term borrowings |
|
|
(62,288 |
) |
|
|
(39,342 |
) |
Proceeds from long-term borrowings |
|
|
28,680 |
|
|
|
27,204 |
|
Payments of deferred financing
fees |
|
|
(1,225 |
) |
|
|
(4,317 |
) |
Other |
|
|
75 |
|
|
|
(88 |
) |
|
Net cash used in financing
activities |
|
|
(34,758 |
) |
|
|
(16,543 |
) |
|
Effect of exchange rate changes on
cash |
|
|
941 |
|
|
|
575 |
|
|
Net increase in cash and cash
equivalents |
|
|
15,488 |
|
|
|
1,768 |
|
Cash and cash equivalents, beginning of period |
|
|
88,539 |
|
|
|
83,763 |
|
|
Cash and cash equivalents, end of
period |
|
$ |
104,027 |
|
|
$ |
85,531 |
|
|
Supplemental disclosure of cash flow
information: |
|
|
|
|
|
|
|
|
Change in accrual for
purchases of property, plant and equipment |
|
$ |
35,735 |
|
|
$ |
(18,712 |
) |
Change in capital lease obligation for purchases of property, plant
and |
|
|
|
|
|
|
|
|
equipment |
|
$ |
- |
|
|
$ |
(28,244 |
) |
Common stock warrants issuance
and fair value adjustment |
|
$ |
- |
|
|
$ |
10,086 |
|
exhibit99-5.htm
PHOTRONICS, INC. AND
SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP
Financial Information
(in thousands, except per share
data)
(Unaudited)
|
|
Three Months
Ended |
|
Nine Months
Ended |
|
|
August 1, |
|
August 2, |
|
August 1, |
|
August 2, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
Reconciliation of GAAP to
Non-GAAP Net Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to
Photronics, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income (loss)
attributable to Photronics, Inc. |
|
$ |
7,691 |
|
|
$ |
(22,847 |
) |
|
$ |
15,778 |
|
|
$ |
(43,152 |
) |
(a) Consolidation and
restructuring charges (credit), |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and impairment of long-lived assets, net of tax |
|
|
26 |
|
|
|
10,660 |
|
|
|
(4,810 |
) |
|
|
13,337 |
|
(b) Impact of warrants, net of
tax |
|
|
(388 |
) |
|
|
6,848 |
|
|
|
692 |
|
|
|
6,848 |
|
(c) Deferred financing fees write
off, net of tax |
|
|
- |
|
|
|
- |
|
|
|
1,011 |
|
|
|
- |
|
Non-GAAP net income (loss)
attributable to Photronics, Inc. |
|
$ |
7,329 |
|
|
$ |
(5,339 |
) |
|
$ |
12,671 |
|
|
$ |
(22,967 |
) |
Weighted average number of
diluted shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
|
66,280 |
|
|
|
41,819 |
|
|
|
65,689 |
|
|
|
41,772 |
|
Non-GAAP |
|
|
65,864 |
|
|
|
41,819 |
|
|
|
54,378 |
|
|
|
41,772 |
|
Earnings (loss) per diluted
share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
$ |
0.13 |
|
|
$ |
(0.55 |
) |
|
$ |
0.29 |
|
|
$ |
(1.03 |
) |
Non-GAAP |
|
$ |
0.13 |
|
|
$ |
(0.13 |
) |
|
$ |
0.23 |
|
|
$ |
(0.55 |
) |
(a) |
|
Includes charges (credit) related to restructurings in China and
United Kingdom and impairment of long-lived assets in the United
Kingdom. |
|
(b) |
|
Represents financing expenses related to warrants, which are
recorded in other income (expense). |
|
(c) |
|
As a result of an amendment to the revolving credit facility,
represents write-off of deferred financing fees recorded in interest
expense. |