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)
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or Other Jurisdiction of)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
Incorporation
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant’s Telephone Number, including area code
|
(
|
(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))
|
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:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
| Item 2.02. |
Results of Operations and Financial Condition.
|
On December 13, 2022, Photronics, Inc. (the “Company”) issued a press release reporting fiscal 2022 full year and fourth quarter ended October 31,
2022 results.
A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in this Item 2.02 and the attached Exhibits 99.1,
99.2, 99.3, 99.4, and 99.5, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be incorporated by reference in any filing under the Securities Act of 1933 except as shall be expressly set
forth by specific reference in such filing.
On December 13, 2022, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the
Company’s operations for its fiscal 2022 full year and fourth quarter ended October 31, 2022 may be disclosed. This information is set forth in Exhibit 99.5.
| Item 9.01. |
Financial Statements and Exhibits.
|
| (d) |
Exhibits
|
|
Press Release December 13, 2022.
|
||
|
Condensed Consolidated Statements of Income.
|
||
|
Condensed Consolidated Balance Sheets.
|
||
|
Condensed Consolidated Statements of Cash Flows.
|
||
|
Photronics Q4 2022 Financial Results Conference Call December 13, 2022 slides.
|
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.
|
PHOTRONICS, INC.
|
||
|
(Registrant)
|
||
|
By: /s/ Richelle E. Burr
|
||
|
Name:
|
Richelle E. Burr
|
|
|
Title:
|
Executive Vice President,
|
|
|
Chief Administrative Officer,
|
||
|
General Counsel and Secretary
|
||
|
Date: December 13, 2022
|
||
Exhibit 99.1
 |
For Further Information:
John P. Jordan
Executive Vice President & CFO
203.740.5671
jjordan@photronics.com
|
Photronics Reports Full Year and Fourth Quarter Fiscal 2022 Results
BROOKFIELD, Conn. December 13, 2022 (GLOBE NEWSWIRE) — Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in photomask technologies and solutions, today reported
financial results for its fiscal 2022 full year and fourth quarter ended October 31, 2022.
“We posted a solid finish to a great year, achieving record revenue for the fifth consecutive year as demand for our design-driven products remained strong and our
entire team performed well,” said Frank Lee, chief executive officer. “In the quarter, IC was soft, primarily due to lower high-end logic demand from foundries in Asia. High-end FPD also declined as panel makers of premium smart phones are focused on
producing new products and have temporarily slowed design activity. Profit margins were flat sequentially as positive pricing and cost management offset the impact from lower volumes. We generated strong cash from operations, allowing us to invest in
organic growth and reduce debt, strengthening our balance sheet and positioning us to support our growth strategy as well as helping us to navigate economic uncertainty. The global Photronics team performed well in 2022 and we believe we will
continue to achieve our goals in 2023 and beyond.”
Full Year 2022 Results
| • |
Revenue of $824.5 million was up 24% over the previous year and was the fifth consecutive year of record revenue
|
| • |
Net income attributable to Photronics, Inc. shareholders was $118.8 million ($1.94 per diluted share), compared with $55.4 million ($0.89 per diluted share) in 2021
|
| • |
Integrated circuit (IC) revenue was $593.0 million, up 29%
|
| • |
Flat panel display (FPD) revenue was $231.5 million, up 14%
|
| • |
Cash and short-term investments increased to $359 million, with $275 million generated from operating activities and $112 million invested in growth through capital expenditures
|
Fourth Quarter 2022 Results
| • |
Revenue was $210.3 million, down 4% sequentially and up 16% compared with the same period of last year
|
| • |
Net income attributable to Photronics, Inc. shareholders was $37.1 million ($0.60 per diluted share), compared with $31.2 million ($0.51 per diluted share) in the third quarter of 2022 and $19.8
million ($0.33 per diluted share) in the fourth quarter 2021
|
| • |
IC revenue was $156.2 million, down 3% sequentially and up 25% compared with the same period of last year
|
| • |
FPD revenue was $54.1 million, down 8% sequentially and down 3% compared with the same period of last year
|
| • |
Cash generated from operating activities was $79 million and cash invested in growth through capital expenditures was $66 million
|
First Quarter 2023 Guidance
For the first quarter of 2023, Photronics expects revenue to be between $203 million and $213 million and net income attributable to Photronics, Inc. shareholders to be
between $0.40 and $0.48 per diluted share.
Webcast
A webcast to discuss these results is scheduled for 8:30 a.m. Eastern time on Tuesday, December 13, 2022. The webcast will be broadcast live and on-demand on the Events and Presentations link on the Photronics website or click here. The webcast will be archived on Photronics’ website.
About Photronics
Photronics is a leading worldwide manufacturer of integrated
circuit (IC) and flat panel display (FPD) photomasks. High precision quartz plates that contain microscopic images of electronic circuits, photomasks are a key element in the IC and FPD
manufacturing process. Founded in 1969, Photronics has been a trusted photomask supplier for over 50 years. As of October 31, 2022, the company had 1,828 employees. The company operates 11 strategically located manufacturing facilities in Asia, Europe, and North America. Additional information on the company can be accessed at www.photronics.com.
Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements” regarding our industry, our strategic position, and our financial and operating
results. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results, performance or achievements to differ materially. Please
refer to the documents we file with the Securities and Exchange Commission. These documents contain and identify important factors that could cause our actual results to differ materially from those contained in these forward-looking statements.
These certain factors can be found at www.photronics.com/riskfactors. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of the forward-looking statements after the date of
this release to conform these statements to actual results.
Exhibit 99.2
PHOTRONICS, INC.
Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
(Unaudited)
|
Three Months Ended
|
Year Ended
|
|||||||||||||||||||
|
October 31,
2022
|
July 31,
2022
|
October 31,
2021
|
October 31,
2022
|
October 31,
2021
|
||||||||||||||||
|
Revenue
|
$
|
210,266
|
$
|
219,948
|
$
|
181,288
|
$
|
824,549
|
$
|
663,761
|
||||||||||
|
Cost of goods sold
|
129,997
|
136,085
|
129,347
|
530,336
|
496,717
|
|||||||||||||||
|
Gross Profit
|
80,269
|
83,863
|
51,941
|
294,213
|
167,044
|
|||||||||||||||
|
Operating Expenses:
|
||||||||||||||||||||
|
Selling, general and administrative
|
15,683
|
15,960
|
14,322
|
63,989
|
57,525
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Research and development
|
4,045
|
4,151
|
4,100
|
18,341
|
18,490
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Total Operating Expenses
|
19,728
|
20,111
|
18,422
|
82,330
|
76,015
|
|||||||||||||||
|
Other operating (loss) income, net
|
-
|
(23
|
)
|
-
|
(17
|
)
|
3,525
|
|||||||||||||
|
Operating Income
|
60,541
|
63,729
|
33,519
|
211,866
|
94,554
|
|||||||||||||||
|
Non-operating income, net
|
10,797
|
3,641
|
3,809
|
27,167
|
7,452
|
|||||||||||||||
|
Income Before Income Tax Provision
|
71,338
|
67,370
|
37,328
|
239,033
|
102,006
|
|||||||||||||||
|
Income tax provision
|
16,074
|
18,146
|
8,697
|
59,791
|
23,190
|
|||||||||||||||
|
Net Income
|
55,264
|
49,224
|
28,631
|
179,242
|
78,816
|
|||||||||||||||
|
Net income attributable to noncontrolling interests
|
18,204
|
17,994
|
8,820
|
60,456
|
23,367
|
|||||||||||||||
|
Net income attributable to Photronics, Inc. shareholders
|
$
|
37,060
|
$
|
31,230
|
$
|
19,811
|
$
|
118,786
|
$
|
55,449
|
||||||||||
|
Earnings per share:
|
||||||||||||||||||||
|
Basic
|
$
|
0.61
|
$
|
0.51
|
$
|
0.33
|
$
|
1.96
|
$
|
0.90
|
||||||||||
|
|
||||||||||||||||||||
|
Diluted
|
$
|
0.60
|
$
|
0.51
|
$
|
0.33
|
$
|
1.94
|
$
|
0.89
|
||||||||||
|
Weighted-average number of common shares outstanding:
|
||||||||||||||||||||
|
Basic
|
60,773
|
60,701
|
60,216
|
60,559
|
61,407
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Diluted
|
61,374
|
61,299
|
60,908
|
61,189
|
61,999
|
|||||||||||||||
Exhibit 99.3
PHOTRONICS, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(Unaudited)
|
October 31,
2022
|
October 31,
2021
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
319,680
|
$
|
276,670
|
||||
|
Short-term investments
|
38,820
|
-
|
||||||
|
Accounts receivable
|
198,147
|
174,447
|
||||||
|
Inventories
|
50,753
|
55,249
|
||||||
|
Other current assets
|
37,252
|
44,250
|
||||||
|
Total current assets
|
644,652
|
550,616
|
||||||
|
Property, plant and equipment, net
|
643,873
|
696,553
|
||||||
|
Other assets
|
27,305
|
47,033
|
||||||
|
Total assets
|
$
|
1,315,830
|
$
|
1,294,202
|
||||
|
Liabilities and Equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Current portion of long-term debt
|
$
|
10,024
|
$
|
22,248
|
||||
|
Accounts payable and accrued liabilities
|
183,773
|
153,900
|
||||||
|
Total current liabilities
|
193,797
|
176,148
|
||||||
|
Long-term debt
|
32,310
|
89,446
|
||||||
|
Other liabilities
|
27,634
|
28,046
|
||||||
|
Photronics, Inc. shareholders' equity
|
831,527
|
823,692
|
||||||
|
Noncontrolling interests
|
230,562
|
176,870
|
||||||
|
Total equity
|
1,062,089
|
1,000,562
|
||||||
|
Total liabilities and equity
|
$
|
1,315,830
|
$
|
1,294,202
|
||||
Exhibit 99.4
PHOTRONICS, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
|
Year Ended
|
||||||||
|
October 31,
2022
|
October 31,
2021
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income
|
$
|
179,242
|
$
|
78,816
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Depreciation and amortization
|
80,330
|
90,396
|
||||||
|
Share-based compensation
|
6,308
|
5,348
|
||||||
|
Changes in operating assets, liabilities and other
|
9,307
|
(23,788
|
)
|
|||||
|
Net cash provided by operating activities
|
275,187
|
150,772
|
||||||
|
Cash flows from investing activities:
|
||||||||
|
Purchases of property, plant and equipment
|
(112,338
|
)
|
(109,099
|
)
|
||||
|
Purchases of available-for-sale debt securities
|
(38,854
|
)
|
-
|
|||||
|
Government incentives
|
3,615
|
5,775
|
||||||
|
Other
|
(180
|
)
|
(170
|
)
|
||||
|
Net cash used in investing activities
|
(147,757
|
)
|
(103,494
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Repayments of debt
|
(65,440
|
)
|
(20,352
|
)
|
||||
|
Purchases of treasury stock
|
(2,522
|
)
|
(48,249
|
)
|
||||
|
Contributions from noncontrolling interest
|
24,995
|
-
|
||||||
|
Dividends paid to noncontrolling interests
|
-
|
(9,597
|
)
|
|||||
|
Proceeds from share-based arrangements
|
5,749
|
3,874
|
||||||
|
Proceeds from long-term debt
|
-
|
20,858
|
||||||
|
Net settlements of restricted stock awards
|
(1,471
|
)
|
(437
|
)
|
||||
|
Net cash used in financing activities
|
(38,689
|
)
|
(53,903
|
)
|
||||
|
Effects of exchange rate changes on cash, cash equivalents, and restricted cash
|
(46,012
|
)
|
4,703
|
|||||
|
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
42,729
|
(1,922
|
)
|
|||||
|
Cash, cash equivalents, and restricted cash, beginning of period
|
279,680
|
281,602
|
||||||
|
Cash, cash equivalents, and restricted cash, end of period
|
$
|
322,409
|
$
|
279,680
|
||||
Exhibit 99.5
