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) December 5, 2006
PHOTRONICS, INC.
(Exact name of registrant as specified in its charter)
| Connecticut | 0-15451 | 06-0854886 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer 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 2.02. | Results of Operations and Financial Condition | |
| On December 5, 2006, the Company issued a press release reporting fiscal fourth quarter 2006 and fiscal year results for the period ended October 29, 2006. 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 December 5, 2006. | |
| 99.2 | Slides #1 and #2 provided for conference call. | |
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 December 6, 2005 | BY | /s/ Sean T. Smith | ||||||
| Sean T. Smith | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
| Three Months Ended | Year Ended | |||||||||||||||
| October 29 2006 |
October 30 2005 |
October 29 2006 |
October 30 2005 |
|||||||||||||
| Net sales |
$ | 115,297 | $ | 111,793 | $ | 454,875 | $ | 440,770 | ||||||||
| Costs and expenses: |
||||||||||||||||
| Cost of sales |
79,166 | 76,660 | 307,851 | 295,649 | ||||||||||||
| Selling, general and administrative |
15,777 | 14,293 | 62,215 | 54,295 | ||||||||||||
| Research and development |
4,353 | 8,350 | 27,337 | 32,152 | ||||||||||||
| Consolidation, restructuring and related charges |
2,423 | — | 15,639 | — | ||||||||||||
| Operating income |
13,578 | 12,490 | 41,833 | 58,674 | ||||||||||||
| Other income (expense), net |
(739 | ) | (200 | ) | 3,553 | (3,329 | ) | |||||||||
| Income before income taxes and minority interest |
12,839 | 12,290 | 45,386 | 55,345 | ||||||||||||
| Income tax provision |
1,139 | 2,010 | 10,462 | 10,058 | ||||||||||||
| Income before minority interest |
11,700 | 10,280 | 34,924 | 45,287 | ||||||||||||
| Minority interest |
(1,881 | ) | (1,541 | ) | (5,592 | ) | (6,634 | ) | ||||||||
| Net income |
$ | 9,819 | $ | 8,739 | $ | 29,332 | $ | 38,653 | ||||||||
| Earnings per share: |
||||||||||||||||
| Basic |
$ | 0.24 | $ | 0.21 | $ | 0.71 | $ | 1.09 | ||||||||
| Diluted |
$ | 0.21 | $ | 0.19 | $ | 0.66 | $ | 0.95 | ||||||||
| Weighted average number of common shares outstanding: |
||||||||||||||||
| Basic |
41,442 | 41,263 | 41,369 | 35,519 | ||||||||||||
| Diluted |
51,179 | 51,066 | 51,072 | 45,256 | ||||||||||||
PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands)
| October 29 2006 |
October 30 2005 | |||||
| Assets | ||||||
| Current assets: |
||||||
| Cash, cash equivalents and short-term investments of $69,899 in 2006 and $90,600 in 2005 |
$ | 199,324 | $ | 286,649 | ||
| Accounts receivable |
84,299 | 70,006 | ||||
| Inventories |
19,209 | 20,536 | ||||
| Other current assets |
16,055 | 7,144 | ||||
| Total current assets |
318,887 | 384,335 | ||||
| Property, plant and equipment, net |
443,637 | 412,429 | ||||
| Goodwill |
138,534 | 136,334 | ||||
| Investment in joint venture |
64,365 | — | ||||
| Other intangibles, net |
70,939 | — | ||||
| Other assets |
9,321 | 12,631 | ||||
| $ | 1,045,683 | $ | 945,729 | |||
| Liabilities and Shareholders’ Equity |
||||||
| Current liabilities: |
||||||
| Current portion of long-term debt |
$ | 86,903 | $ | 4,813 | ||
| Accounts payable |
53,907 | 42,923 | ||||
| Other accrued liabilities |
50,386 | 36,042 | ||||
| Total current liabilities |
191,196 | 83,778 | ||||
| Long-term debt |
170,288 | 238,949 | ||||
| Deferred income taxes and other liabilities |
23,920 | 15,310 | ||||
| Minority interest |
45,997 | 45,817 | ||||
| Shareholders’ equity |
614,282 | 561,875 | ||||
| $ | 1,045,683 | $ | 945,729 | |||
PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
| Year Ended | ||||||||
| October 29 2006 |
October 30 2005 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 29,332 | $ | 38,653 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
89,090 | 86,022 | ||||||
| Restructuring and related charges |
15,639 | — | ||||||
| Changes in assets and liabilities and other |
(17,862 | ) | 17,892 | |||||
| Net cash provided by operating activities |
116,199 | 142,567 | ||||||
| Cash flows from investing activities: |
||||||||
| Purchases of property, plant and equipment |
(94,646 | ) | (121,354 | ) | ||||
| Purchases of short-term investments |
(82,582 | ) | (94,550 | ) | ||||
| Proceeds from sales of short-term investments and other |
104,962 | 88,629 | ||||||
| Investment in joint venture, technology and supply agreements |
(120,505 | ) | — | |||||
| Acquisition of additional interest in PK Ltd. |
(8,432 | ) | (58,248 | ) | ||||
| Net cash used in investing activities |
(201,203 | ) | (185,523 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from (repayment of) long-term debt |
11,737 | (72,117 | ) | |||||
| Proceeds from issuance of common stock |
1,809 | 170,667 | ||||||
| Net cash provided by financing activities |
13,546 | 98,550 | ||||||
| Effect of exchange rate changes on cash flows |
4,834 | (1,845 | ) | |||||
| Net increase (decrease) in cash and cash equivalents |
(66,624 | ) | 53,749 | |||||
| Cash and cash equivalents, beginning of period |
196,049 | 142,300 | ||||||
| Cash and cash equivalents, end of period |
$ | 129,425 | $ | 196,049 | ||||
| Supplemental disclosure of cash flow information: |
||||||||
| Change in accrual for purchases of property, plant and equipment |
$ | 18,692 | $ | (19,834 | ) | |||
PHOTRONICS, INC.
EXHIBIT INDEX
| Exhibit No. | Subject Matter | |
| 99.1 | Press Release dated December 5, 2006. | |
| 99.2 | Slides #1 and #2 provided for conference call. | |