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
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Date of report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of) Incorporation
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed since last report)
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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N/A
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| Item 7.01. |
Regulation FD Disclosure.
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The investor presentation included as Exhibit 99.1 to this report may be presented at meetings with investors, analysts, and others on or after June
4, 2020. A copy of the presentation will be posted on the Photronics, Inc. website.
The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor
shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such
filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
| Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Photronics’ Investor Presentation dated June 4, 2020.
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SIGNATURE
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.
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PHOTRONICS, INC.
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(Registrant)
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By:
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/s/ Richelle E. Burr
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Name:
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Richelle E. Burr
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Title:
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Executive Vice President,
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Chief Administrative Officer,
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General Counsel and Secretary
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Date: June 4, 2020
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Exhibit 99.1
Photronics, Inc.Global Leader in the Merchant Photomask Industry Investor PresentationQ2 2020
Safe Harbor Statement 2 This presentation and some of our comments may contain projections or other
forward-looking statements regarding future events, our future financial performance, and/or the future performance of the industry. These statements are predictions, and contain risks and uncertainties. Actual events or results may differ
materially from those presented. These statements include words like “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “may”, “plan”, “project”, “in our view” or the negative thereto. We cannot guarantee the accuracy of any forecasts
or estimates, and we are not obligated to update any forward-looking statements if our expectations change. If you would like more information on the risks involved in forward-looking statements, please see the documents we file from time to
time with the Securities and Exchange Commission.
Employee healthHealth monitoringAdoption of best practicesGlobal visitor policyRaw material
supplyWeekly meetings to monitor global supply chainConstant contact with suppliersTool maintenanceEngagement with virtual service technicians where feasibleReliance on self-service expertiseCustomer supportOpen communications with customers
to understand needsConstant contact with logistic partners Response to COVID-19: Four Key Focus Areas 3
Global leader in merchant photomask industryDelivering growth by leveraging core competencies:
Operational Excellence, Low Cost Producer, Technology Leadership, Customer IntimacyGrowing more quickly than the marketTechnology aligned with secular growth trendsChina industry expansion (IC & FPD) – Made in China 2025Technology
inflection from LCD to AMOLEDRapid expansion of G10.5+ panel capacityInvestment strategy drives earnings growthStrategic investments bring top-line growthOperating leverage creates margin expansionIncreasing free cash flow to fund growth
investments and share repurchase A Compelling Investment Thesis 4
Photronics at a Glance 5 Unmatched Global Footprint11 Strategically Located Manufacturing
Facilities 535 551 597
Photomasks: Essential for Electronics Manufacturing 6 Component Design End User Manufacturing
Process Photomask BRINGS DESIGN TOMANUFACTURING FLOOR
Cost controlSupply chain optimization Low Cost Producer Flexible deliveryHigh yields Operational
Excellence Trusted partnerWafer yield enhancement Customer Intimacy Process know-howAdvanced PoR Technology Leader Core Competencies Underpin Sustainable Growth 7
ChinaTotal TAM +$800M by 2023Region with strongest growth potentialSupported by new manufacturing
facilities since 2019IC CaptiveApproximately ~$2.5B TAMWe are seen as trusted partnerCommitments improve sustainabilityHigh-end revenue growthHigh value and high growthSupports China & captive initiatives Repositioned for
Growth 8 +347% +77% +108% Note: classifications in graph above are not distinct; revenue related to certain products may appear in more than one category
Repositioned the companyGrew high-end revenue Investing in ChinaPhase I – 2019-2020Phase II –
2020-2021 Leveraging FPD technology inflections Entering strategic photomask partnershipsExploring adjacent market M&A Driving Sustainable, Profitable Growth 9 Past (2017 – 2018) Recent and Present (2019 – 2021) Future (2022 and
beyond)
We already have growing business in China32% of total revenue in Q2 2020 LTM21% of IC revenue59% of FPD
revenueGrowing strong since 2016IC +76% CAGRFPD +64% CAGRManufacturing presence in China aims to accelerate growthCustomer contracts help ramp facilities more quicklyInvestment incentives reduce risk and improve returnsIC JV enables us to
compete more effectively Developing and Growing China Business 10 +69% CAGR
Mobile devices moving from LCD to AMOLEDSuperior visual characteristicsLower power consumptionEnables
flexible formatPreferred for VR/AR devicesIncreasing mask complexityMore mask layers per setTighter specs on each layerEstablished technology leadership1st firm with P-800 mask writer; 2nd P-800 on orderProduces highest resolution AMOLED
masksCompetitive advantage vs. all merchants and captives Leveraging Technology Leadership for Mobile Display AMOLED Adoption 11 Source: Internal Estimates AMOLED remains preferred technology for mobile applications
65” 65” 65” 65” 65” 65” 65” 65” 95% G10.5+ Improved Glass Efficiency for
Ultra-Large Screen TV 12 2940 mm x 3370 mm 2200 mm x 2500 mm 1950 mm x 2250 mm 1500 mm x 1850 mm 75” 75” 75” 75” 75” 75” 94% 65” 65” 65” 64% 75” 75” 73% 65” 65” 88%
China represents fastest growing display region51 fabs in production or under constructionLargest LCD
display producer (Korea 2nd)Photomask opportunities in China are attractiveWide range of display technologiesNo merchant photomask producer with high-end experienceWe are aligned with fastest growing sectors: AMOLED & G10.5+ “Made in
China 2025” Driving Growth in FPD Market 13 Source: Internal Estimates +12% CAGR
51 China Display Fabs in Production by 2022 14 Image from
https://commons.wikimedia.org/wiki/File:China-equirect.png G10.5+ (5)AMOLED (16)LCD (30) Photronics LocationsFPD KoreaFPD HefeiFPD
Taiwan
China represents fastest growing semiconductor regionGrowing domestic producersInvestments by
multi-nationalsMore investment needed to meet national production share targets of 40% by 2020, 70% by 2025Photomask opportunities in China are attractiveWide range of nodes in logic and memoryNo strong domestic merchant mask producer “Made
in China 2025” Driving Growth in IC Market 15
22 New China 12” IC Fabs 2018-2022 16 Image from
https://commons.wikimedia.org/wiki/File:China-equirect.png Photronics LocationsIC KoreaIC XiamenIC TaiwanIC Boise (not shown) Logic (16)Memory (6)
Top line growth with continued focus on driving costs outDisciplined focus on investments to improve
ROICMaintain strong balance sheet while returning cash to shareholdersShare repurchasesFlexibility to invest in other growth opportunities (organic or M&A) Strategic Priorities to Improve Shareholder Value 17
Powerful operating leverage: target 50%Strong operating cash flow generatorDisciplined investment
approachSolid balance sheet Solid Financial Fundamentals 18
Key Success FactorsOn pace for 3rd consecutive record annual revenue“Made in China 2025” – new
facilitiesFPD technology inflectionsRepositioned the companyNode migration (logic & memory)Growing business with captive producersIC JV’s in China and TaiwanStable mainstream businessCross-site collaboration to serve global
customers Building Long-Term Momentum 19 +12% CAGR
Fund organic growthGeographic expansion into ChinaInvestments to maintain technical leadershipCapacity
expansion when reciprocated by customer commitmentExplore strategic M&APhotomask industry – IC & FPDAdjacencies to increase revenue diversificationShare repurchaseRepurchased 6.2M shares ($61.7M) since 2018Redeemed $115M in
convertible debt since 2016, eliminating 10.3M potentially dilutive shares Clear Capital Deployment Priorities 20 -17%
Global leader in merchant photomask industryDelivering growth by leveraging core competencies:
Operational Excellence, Low Cost Producer, Technology Leadership, Customer IntimacyGrowing more quickly than the marketTechnology aligned with secular growth trendsChina industry expansion (IC & FPD) – Made in China 2025Technology
inflection from LCD to AMOLEDRapid expansion of G10.5+ panel capacityInvestment strategy drives earnings growthStrategic investments bring top-line growthOperating leverage creates margin expansionIncreasing free cash flow to fund growth
investments and share repurchase A Compelling Investment Thesis 21
Thank you for your interest! For Additional Information:R. Troy Dewar, CFAVice President, Investor
Relations203.740.5610tdewar@photronics.com
Appendix
Revenue was $142.8M, down 11% Q/Q and up 9% Y/YFPD production remained at capacity, with sequential mix
shift away from G10.5+ and AMOLED as customers in China pushed out ordersIC revenue impacted by order push out from China customersRevenue of products shipped to China improved 39% Y/Y, but fell 20% Q/QNet income attributable to Photronics,
Inc. shareholders of $6.3M ($0.10/share)Cash balance grew to $238M; $31M operating cash generationRepurchased 0.5M shares for $6M; program terminated 3/20/2020China production contributed $17M to revenue; Hefei facility generated operating
profit and positive operating cash flow despite significant drop in G10.5+ demandRemain committed to growth strategy with commencement of next phase of FPD investment Q2 2020 Summary 24 Successfully repositioned the business; China
investments driving long-term, profitable growth
Total Revenue 25 IC FPD Total may differ due to rounding
$M (except EPS) Q220 Q120 Q/Q Q219 Y/Y Revenue $ 142.8 $ 159.7 (11%) $ 131.6 9% Gross
Profit $ 30.4 $ 34.6 (12%) $ 26.0 17% Gross Margin 21.3% 21.7% (40 bps) 19.8% 150 bps Operating Income $ 12.7 $ 16.3 (22%) $ 9.2 38% Operating Margin 8.9% 10.2% (130 bps) 7.0% 190 bps Other income (expense) ($ 1.0) $
3.7 ($ 4.6) $ 3.9 ($ 4.9) Income tax provision $ 3.8 $ 9.1 ($ 5.3) $ 3.3 $ 0.5 Minority interest $ 1.7 $ 0.6 $ 1.1 $ 1.4 $ 0.3 Net Income* $ 6.3 $ 10.3 (39%) $ 8.5 (26%) Diluted EPS* $ 0.10 $ 0.16 ($ 0.06) $ 0.13 ($
0.03) Days in quarter 91 94 (3) 91 - Gross and operating margin moved in line with revenue (up Y/Y; down Q/Q)China operations were $1.0M negative impact to operating incomeOther income / (expense) primarily due to FX gain /
(loss)Minority interest reflects Taiwan JV gain offset by China JV loss Income Statement Summary 26 *Net income attributable to Photronics, Inc. shareholders
High-end flat Y/Y; sequential decline primarily due to Chinese order push outsChina revenue +14% Y/YQ/Q
down 21% on soft foundry demandRepresents 21% of Q220 IC revenueOutlookDemand trends improvingGovernment restrictions and trade policy developments create uncertainty $M Q220 Q120 Q/Q Q219 Y/Y High-End* $ 38.3 $ 41.0 (7%) $
38.4 -- Mainstream $ 58.6 $ 65.9 (11%) $ 60.2 (3%) Total $ 96.8 $ 107.0 (9%) $ 98.6 (2%) IC Photomask Revenue 27 *28nm and smaller Total may differ due to rounding
IC Photomask Revenue 28 Mainstream High-End High-End: 28nm and smaller; total may differ due to
rounding
Y/Y growth due to production ramp in Hefei; Q/Q decline due to China order push out (G10.5+ &
AMOLED)China revenue -20% Q/Q; +69% Y/YRepresents 57% of Q220 FPD revenueOutlookDemand trends improving for G10.5+ and AMOLEDGovernment restrictions create uncertainty, especially for mobile demandProduction should remain at
capacity $M Q220 Q120 Q/Q Q219 Y/Y High-End* $ 31.8 $ 39.8 (20%) $ 22.1 44% Mainstream $ 14.1 $ 13.0 9% $ 10.9 29% Total $ 45.9 $ 52.8 (13%) $ 33.0 39% FPD Photomask Revenue 29 *≥G10.5, AMOLED and LTPS Total may
differ due to rounding
FPD Photomask Revenue 30 Mainstream High-End High-End: ≥G10.5, AMOLED and LTPS; total may
differ due to rounding
$M Q220 Q120 Q219 Cash $ 238 $ 218 $ 167 Debt $ 53 $ 54 $ 36 Net Cash* $ 184 $ 164 $
131 Operating Cash Flow $ 31 $ 31 $ 17 Capital Expenditures $ 16 $ 14 $ 34 Government Incentives for Capital Equipment $ 3 $ 2 $ 1 Share repurchase $ 6 $ 11 - Debt is local China borrowing to finance fixed assetsFY 2020 capex
~ $100M (includes $35M capital lease)Repurchased 0.5M shares for $6M (1.5M shares for $17M YTD); program terminated 3/20/2020Balance sheet able to fund planned investments, share repurchases, and strategic M&A opportunities Select
Financial Data 31 *Net cash defined as cash and cash equivalents less long-term borrowings (including current portion), as reported in accordance with GAAP