View:
United States securities and exchange commission logo
March 9, 2023
John Jordan
Chief Financial Officer
Photronics, Inc.
15 Secor Road
Brookfield , Connecticut 06804
Re: Photronics, Inc,
Form 10-K for the
Fiscal Year ended October 31, 2022
Form 8-K furnished
February 20, 2023
File No. 1-39063
Dear John Jordan:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K furnished February 20, 2023
Exhibit 99.5 Reconciliation of GAAP to Non-GAAP Financial Information,
page 1
1. We note that your
calculation of Free Cash Flow includes government incentives. Please
explain to us why you
believe it is appropriate to include this adjustment in your
calculation of Free
Cash Flow. Also, it appears that the measure should be renamed as
you do not calculate it
in the typical manner. For additional information, see Question
102.07 of the
Compliance & Disclosure Interpretations regarding Non-GAAP Financial
Measures.
Form 10-K for the Fiscal Year ended October 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 32
2. We note that your
calculation of Net Cash includes Short-term investments. We also note
John Jordan
Photronics, Inc.
March 9, 2023
Page 2
from your disclosure on page 43 of the notes to the financial statements
that these
investments have maturities of more than three months, but less than one
year. In light of
this, it does not appear that these investments would be considered cash
equivalents for
the purpose of the Net Cash calculation. Please revise or advise
accordingly. Your
disclosure in your earnings releases on Form 8-K should be similarly
revised.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Charles Eastman at 202-551-3794 or Claire Erlanger at
202-551-
3301 with any questions.
Sincerely,
FirstName LastNameJohn Jordan
Division of
Corporation Finance
Comapany NamePhotronics, Inc.
Office of
Manufacturing
March 9, 2023 Page 2
cc: Richelle Burr
FirstName LastName