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) April 3, 2013
| PHOTRONICS, INC. |
| (Exact name of registrant as specified in its charter) |
| Connecticut | 000-15451 | 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: | ||
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 7.01 Regulation FD Disclosure.
On April 3, 2013, management of Photronics, Inc. (the “Company”) did a presentation as part of the Company’s analyst/investor day. The presentation is furnished as Exhibit 99.1 to this Form 8-K. This Form 8-K and Exhibit 99.1 are each being furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Item 7.01 of Form 8-K and are therefore not to be considered “filed” with the SEC.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |
| 99.1 Presentation April 3, 2013. |
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 | April 3, 2013 | BY | /s/ Richelle E. Burr | ||
| Richelle E. Burr | |||||
| Vice President, General Counsel | |||||
| INDEX TO EXHIBITS | ||
| Exhibit | Description | |
| 99.1 | Presentation April 3, 2013. | |
PHOTRONICS, INC. AND
SUBSIDIARIES
Non-GAAP Financial Measure
Reconciliation of GAAP Net income
to EBITDA
(in
thousands)
(Unaudited)
| Three Months Ended | ||||||
| January 27, | January 29, | |||||
| 2013 | 2012 | |||||
| GAAP Net income (a) | $ | 2,859 | $ | 4,841 | ||
| Add: interest expense | 1,887 | 1,781 | ||||
| Add: income tax expense | 1,742 | 3,321 | ||||
| Add: depreciation and amortization | 18,783 | 22,295 | ||||
| Add (less): special items (b) | 886 | 794 | ||||
| EBITDA | $ | 26,157 | $ | 33,032 | ||
| (a) | Includes net income attributable to noncontrolling interests. | |
| (b) | Special items consist of stock compensation expense, and in 2012 non-cash consolidation and restructuring charges, and warrants income. | |
