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)

February 20, 2023

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 No.)

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))

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
COMMON STOCK, $0.01 par value per share	PLAB	NASDAQ Global Select Market

Item 2.02.

Results of Operations and Financial Condition.

Item 7.01.

Regulation FD Disclosure.

On February 20, 2023, Photronics, Inc. (the “Company”) issued a press release reporting first quarter fiscal 2023 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, 99.5 and 99.6, 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 February 22, 2023, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three months ended January 29, 2023 may be disclosed. This information is set forth in Exhibit 99.6.

Item 9.01.

Financial Statements and Exhibits.

(d)		Exhibits
99.1		Press Release February 20, 2023.
99.2		Condensed Consolidated Statements of Income.
99.3		Condensed Consolidated Balance Sheets.
99.4		Condensed Consolidated Statements of Cash Flows.
99.5		Reconciliation of GAAP to non-GAAP Financial Information
99.6		Photronics Q1 2023 Financial Results Conference Call February 22, 2023 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: February 21, 2023

Exhibit 99.1

For Further Information:

John P. Jordan

Executive Vice President & CFO

203.740.5671

jjordan@photronics.com

Photronics Reports First Quarter Fiscal 2023 Results

BROOKFIELD, Conn. February 20, 2023 (GLOBE NEWSWIRE) — Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in photomask technologies and solutions, today reported financial results for its fiscal first quarter 2023 ended January 29, 2023.

“We made a great start to 2023 and grew revenue sequentially, as both IC and FPD high-end businesses improved due to ongoing design-driven demand,” said Frank Lee, chief executive officer. “IC growth was driven by high-end demand from Asian foundries; FPD benefited from increased G10.5+ demand and continued strength in mobile displays.

“Profit margins were somewhat softer than the previous quarter primarily due to less favorable mix and somewhat lower customer premiums to accelerate delivery. Operating cash generation continued strong, which enables us to continue investing in organic growth and maintain a strong balance sheet to support our strategy and help navigate economic uncertainty. I am proud of the performance of the entire Photronics team.”

First Quarter 2023 Results

•

Revenue was $211.1 million up 0.4% sequentially and 11% year-over-year

•

GAAP net income attributable to Photronics, Inc. shareholders was $14.0 million ($0.23 per diluted share), compared with $37.1 million ($0.60 per diluted share) in the fourth quarter of 2022 and $23.1 million ($0.38 per diluted share) in the first quarter 2022

•

Non-GAAP net income attributable to Photronics, Inc. shareholders was $24.4 million ($0.40 per diluted share), compared with $31.2 million ($0.51 per diluted share) in the fourth quarter of 2022 and $19.2 million ($0.32 per diluted share) in the first quarter 2022

•

IC revenue was $156.6 million, up 0.2% sequentially and 21% year-over-year

•

FPD revenue was $54.5 million, up 1% sequentially and 9% less than same quarter last year

•

Cash generated from operating activities was $28 million, and cash invested in growth through capital expenditures was $31 million

Second Quarter 2023 Guidance

For the second quarter of 2023, Photronics expects revenue to be between $205 million and $215 million and net income attributable to Photronics, Inc. shareholders to be between $0.38 and $0.48 per diluted share.

Webcast

A webcast to discuss these results is scheduled for 8:30 a.m. Eastern time on Wednesday, February 22, 2023. The call will be broadcast live and on-demand on the Events and Presentations link on the Photronics website. Analysts and investors who wish to participate in the Q&A portion of the call should click here. It is suggested that participants register fifteen minutes prior to the call's scheduled start time.

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.

Non-GAAP Financial Measures

Non-GAAP Net Income attributable to Photronics, Inc. shareholders and non-GAAP earnings per share, Free Cash Flow, LTM Free Cash Flow, and Net Cash are "non-GAAP financial measures" as such term is defined by the Securities and Exchange Commission, and may differ from similarly named non-GAAP financial measures used by other companies. The attached financial supplement reconciles Photronics, Inc. financial results under GAAP to non-GAAP financial information. We believe these non-GAAP financial measures that exclude certain items are useful for analysts and investors to evaluate our future on-going performance because they enable a more meaningful comparison of our projected performance with our historical results. These non-GAAP metrics are not intended to represent funds available for our discretionary use and are not intended to represent, or be used as a substitute for, gross profit, operating income, net income, cash and cash equivalents, or cash flows from operations, as measured under GAAP. The items excluded from these non-GAAP metrics, but included in the calculation of their closest GAAP equivalent, are significant components of the condensed consolidated balance sheets and statement of cash flows and must be considered in performing a comprehensive assessment of overall financial performance. Please refer to the non-GAAP reconciliations on the following page.

Exhibit 99.2

PHOTRONICS, INC.

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	January 29, 2023			October 31, 2022		January 30, 2022

Revenue	$	211,090		$	210,266	$	189,827

Cost of goods sold		135,013			129,997		129,964

Gross Profit		76,077			80,269		59,863

Operating Expenses:

Selling, general and administrative		16,818			15,683		15,727

Research and development		3,302			4,045		5,939

Total Operating Expenses		20,120			19,728		21,666

Operating Income		55,957			60,541		38,197

Non-operating (loss) income, net		(14,425	)		10,797		4,707

Income Before Income Tax Provision		41,532			71,338		42,904

Income tax provision		12,582			16,074		11,178

Net Income		28,950			55,264		31,726

Net income attributable to noncontrolling interests		14,964			18,204		8,662

Net income attributable to Photronics, Inc. shareholders	$	13,986		$	37,060	$	23,064

Earnings per share:

Basic	$	0.23		$	0.61	$	0.38

Diluted	$	0.23		$	0.60	$	0.38

Weighted-average number of common shares outstanding:

Basic		60,894			60,773		60,158

Diluted		61,470			61,374		60,936

Exhibit 99.3

PHOTRONICS, INC.

Condensed Consolidated Balance Sheets

(in thousands)

(Unaudited)

	January 29, 2023		October 31, 2022

Assets

Current assets:
Cash and cash equivalents	$	334,792	$	319,680
Short-term investments		39,199		38,820
Accounts receivable		220,692		198,147
Inventories		52,796		50,753
Other current assets		53,337		37,252

Total current assets		700,816		644,652

Property, plant and equipment, net		710,927		643,873
Other assets		29,937		27,305

Total assets	$	1,441,680	$	1,315,830



Liabilities and Equity

Current liabilities:
Current portion of long-term debt	$	6,541	$	10,024
Accounts payable and accrued liabilities		192,790		183,773

Total current liabilities		199,331		193,797

Long-term debt		27,323		32,310
Other liabilities		32,306		27,634

Photronics, Inc. shareholders' equity		920,765		831,527
Noncontrolling interests		261,955		230,562
Total equity		1,182,720		1,062,089

Total liabilities and equity	$	1,441,680	$	1,315,830

Exhibit 99.4

PHOTRONICS, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Three Months Ended
	January 29, 2023			January 30, 2022

Cash flows from operating activities:
Net income	$	28,950		$	31,726
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		19,105			20,810
Share-based compensation		1,821			1,457
Changes in operating assets, liabilities and other		(22,196	)		5,137

Net cash provided by operating activities		27,680			59,130

Cash flows from investing activities:
Purchases of property, plant and equipment		(31,097	)		(19,175	)
Government incentives		1,014			-
Other		(87	)		(43	)

Net cash used in investing activities		(30,170	)		(19,218	)

Cash flows from financing activities:
Repayments of debt		(9,218	)		(15,192	)
Purchases of treasury stock		-			(2,522	)
Contributions from noncontrolling interest		-			14,997
Proceeds from share-based arrangements		672			3,840
Net settlements of restricted stock awards		(1,168	)		(1,458	)

Net cash used in financing activities		(9,714	)		(335	)

Effects of exchange rate changes on cash, cash equivalents, and restricted cash		27,499			(2,057	)

Net increase in cash, cash equivalents, and restricted cash		15,295			37,520
Cash, cash equivalents, and restricted cash, beginning of period		322,409			279,680

Cash, cash equivalents, and restricted cash, end of period	$	337,704		$	317,200

Reconciliation of GAAP to Non-GAAP Financial Information

Reconciliation of GAAP to Non-GAAP Net Income:

Estimated tax effects of above

Estimated noncontrolling interest effects of above

Weighted-average number of common shares outstanding - Diluted

Reconciliation of GAAP to Non-GAAP EPS:

GAAP diluted earnings per share

Effects of the above adjustments

Non-GAAP diluted earnings per share

Note: Totals may differ due to rounding.

Reconciliation of GAAP to Non-GAAP Financial Information (cont.)

Reconciliation of Net cash provided by operating activities to Free Cash Flow

GAAP Net cash provided by operating activities

Purchases of property, plant and equipment

Government Incentives

Reconciliation of Free Cash flow to LTM Free Cash Flow:

Three Months ended January 29, 2023

Year-ended October 31, 2022

Three Months ended January 30, 2022

LTM January 29, 2023

Reconciliation of Cash and cash equivalents to Net Cash:

Cash and cash equivalents

Short-term investments

Current portion of Long-term debt

Exhibit 99.6

Q1 2023 Financial Results Conference Call February 22, 2023 Photronics, Inc.

Safe Harbor Statement This presentation and some of our comments during this presentation 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. We refer you to the documents the Company files from time to time with the Securities and Exchange Commission. These documents contain and identify important factors that could cause the actual results for the Company to differ materially from those contained in our projections or 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 the accuracy of any forecasts or estimates, and we are not obligated to update any forward-looking statements if our expectations change. 2/22/2023 2

Net income attributable to Photronics, Inc. shareholders of $14.0M ($0.23/share); non-GAAP net income was $24.4M ($0.40/share) Investing in mainstream IC capacity to capitalize on market growth trends IC: +0.2% Q/Q, +21% Y/Y FPD: +0.8% Q/Q, -9% Y/Y To China: -10% Q/Q; +18% Y/Y Committed to driving long-term, profitable growth through strategic investments $28M generated from operating activity $31M invested in capex $34M total long-term debt Cash balance $335M Revenue was $211.1M +0.4%Q/Q +11%Y/Y 2/22/2023 3 Q1 2023 Summary $ 39M S-T Investments

Investment Strategy Revenue Growth Win lion’s share of the impressive growth in TAM for China IC and FPD Supplement capacity with point tool investments and targeted expansions Capitalize on technology leadership in AMOLED to continue improving mix Leverage global footprint to exploit growth in “legacy foundry” business Margin Expansion Sustainable pricing strength in high-end and mainstream IC Optimize asset tool set to match end-market demand Increasing benefit from operating leverage Explore Strategic Partnerships 2/22/2023 4

Delivering on Updated Target Model $M (except EPS) 2021 2022 Q1 2023 LTM Illustrative FY 24 Target Model Revenue $664 $825 $846 $900 $950 $975 Gross Margin 25% 36% 37% 38-40% 40-42% 42-43% Operating Margin 14% 26% 27% 28-30% 30-32% 32-33% Operating Cash Flow $151 $275 $244 $350-375 $365-380 $375-400 Free Cash Flow* $47 $166 $124 $250-275 $235-280 $275-300 Diluted EPS $0.89 $1.94 $1.79 $2.35-2.45 $2.50-2.55 $2.60-2.65 2/22/2023 5 *Free Cash Flow is a non-GAAP term; see reconciliation included in this presentation

Income Statement Summary GAAP Non-GAAP1 $M (except EPS) Q123 Q422 Q122 Q123 Q422 Q122 Revenue $ 211.1 $ 210.3 $ 189.8 $ 211.1 $ 210.3 $ 189.8 Gross Profit $ 76.1 $ 80.3 $ 59.9 $ 76.1 $ 80.3 $ 59.9 Gross Margin 36.0% 38.2% 31.5% 36.0% 38.2% 31.5% Operating Income $ 56.0 $ 60.5 $ 38.2 $ 56.0 $ 60.5 $ 38.2 Operating Margin 26.5% 28.8% 20.1% 26.5% 28.8% 20.1% Non-operating income ($ 14.4) $ 10.8 $ 4.7 $ 2.5 $ 0.4 ($ 0.6) Income tax provision $ 12.6 $ 16.1 $ 11.2 $ 8.1 $ 18.6 $ 12.5 Minority interest $ 15.0 $ 18.2 $ 8.7 $ 12.9 $ 20.2 $ 8.8 Net income2 $ 14.0 $ 37.1 $ 23.1 $ 24.4 $ 31.2 $ 19.2 Diluted EPS2 $ 0.23 $ 0.60 $ 0.38 $ 0.40 $ 0.51 $ 0.32 Days in quarter 90 92 91 90 92 91 2/22/2023 6 1See reconciliation included in this presentation 2Net income attributable to Photronics, Inc. shareholders Margins decreased Q/Q due to unfavorable mix GAAP Non-operating income primarily consists of unrealized FX gain/loss resulting in $25M headwind Q/Q Minority interest from strong net income of IC JVs in Taiwan and China as Asian demand remains strong Non-GAAP presentation removes effect of foreign exchange gain/loss

$M Q123 Q422 Q/Q Q122 Y/Y High-End* $ 48.0 $ 44.3 8% $ 46.5 2% Mainstream $ 108.6 $ 111.9 (3%) $ 83.2 31% Total $ 156.6 $ 156.2 0.2% $129.8 21% IC Photomask Revenue 2/22/2023 High-end increased Q/Q on higher foundry/logic demand in Asia Softer mainstream demand on typical seasonality Outlook New designs by customers to gain market share and support technology roadmap Regionalization driving investments for global chip capacity Expanding ASPs on positive supply/demand balance *28nm and smaller Note: Totals may differ due to rounding 7

FPD Photomask Revenue 2/22/2023 High-end grew Q/Q as G10.5+ improved and mobile display grew Mainstream down sequentially as we dedicated capacity to high-end Outlook Mobile demand should continue strong with rollout of new designs Technology development drives demand for higher-value masks *≥G10.5, AMOLED and LTPS Note: Totals may differ due to rounding. $M Q123 Q422 Q/Q Q122 Y/Y High-End* $ 45.7 $ 43.4 5% $ 46.3 (1%) Mainstream $ 8.8 $ 10.6 (17%) $ 13.8 (36%) Total $ 54.5 $ 54.1 1% $ 60.1 (9%) 8

Select Financial Data $M Q123 Q422 Q122 Cash $ 374 $ 359 $ 314 Debt $ 34 $ 42 $ 97 Net Cash* $ 340 $ 316 $ 217 Operating Cash Flow $ 28 $ 79 $ 59 Capital Expenditures $ 31 $ 66 $ 19 Cash includes cash equivalents and short-term investments Debt primarily comprised of US equipment leases and local China loans Capex targeting growth in mainstream IC capacity & facility expansion Balance sheet able to fund investments, share repurchases, and strategic opportunities 2/22/2023 9 *Net cash defined is a non-GAAP term; see reconciliation included in this presentation

Q2 2023 Guidance Revenue ($M) $205 - $215 Operating Margin 25% - 28% Taxes ($M) $12 - $15 Diluted non-GAAP EPS $0.38 - $0.48 Diluted Shares (M) ~61 Full-year Capex (M) ~$130 Incorporation of chips in IoT, 5G, Crypto and consumer products New designs to capture market share Advanced display technologies Growing nationalism spurs regional investments in capacity Outlook clouded by geopolitical uncertainty, macro-economic headwinds and supply chain challenges Driving margin expansion and cash flows to achieve long-term target model 2/22/2023 10

For Additional Information: Please contact John P. Jordan Executive Vice President & CFO 203.740.5671 jjordan@photronics.com Thank you for your interest!

Appendix

Total Revenue ($M) 2/22/2023 13 IC FPD Total may differ due to rounding

IC Photomask Revenue ($M) 2/22/2023 14 Mainstream High-End High-End: 28nm and smaller; Total may differ due to rounding

FPD Photomask Revenue ($M) 2/22/2023 15 Mainstream High-End High-End: ≥G10.5, AMOLED and LTPS; Total may differ due to rounding

Non-GAAP Financial Measures Non-GAAP Net Income attributable to Photronics, Inc. shareholders and non-GAAP earnings per share, Free Cash Flow, LTM Free Cash Flow, and Net Cash are "non-GAAP financial measures" as such term is defined by the Securities and Exchange Commission, and may differ from similarly named non-GAAP financial measures used by other companies. The attached financial supplement reconciles Photronics, Inc. financial results under GAAP to non-GAAP financial information. We believe these non-GAAP financial measures that exclude certain items are useful for analysts and investors to evaluate our future on-going performance because they enable a more meaningful comparison of our projected performance with our historical results. These non-GAAP metrics are not intended to represent funds available for our discretionary use and are not intended to represent, or be used as a substitute for, gross profit, operating income, net income, cash and cash equivalents, or cash flows from operations, as measured under GAAP. The items excluded from these non-GAAP metrics, but included in the calculation of their closest GAAP equivalent, are significant components of the condensed consolidated balance sheets and statement of cash flows and must be considered in performing a comprehensive assessment of overall financial performance. Please refer to the non-GAAP reconciliations on the following page. 2/22/2023 16

Non-GAAP Financial Measures 2/22/2023 17 Note: Totals may differ due to rounding

Non-GAAP Financial Measures 2/22/2023 17

Non-GAAP Financial Measures 2/22/2023 17 Note: Totals may differ due to rounding

Non-GAAP Financial Measures 2/22/2023 18

Document and Entity Information	Feb. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 20, 2023
Entity File Number	0-15451
Entity Registrant Name	PHOTRONICS, INC.
Entity Central Index Key	0000810136
Entity Incorporation, State or Country Code	CT
Entity Tax Identification Number	06-0854886
Entity Address, Address Line One	15 Secor Road
Entity Address, City or Town	Brookfield
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06804
City Area Code	203
Local Phone Number	775-9000
Title of 12(b) Security	COMMON STOCK, $0.01 par value per share
Trading Symbol	PLAB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

Document and Entity Information

Reconciliation of Net cash provided by operating activities to Free Cash Flow
	Three Months ended			Year ended
	January 29, 2023			October 31, 2022			October 31, 2021			Target Model Two-year Horizon


GAAP Net cash provided by operating activities	$	27,680		$	275,187		$	150,772		$	350,000 - 400,000

Purchases of property, plant and equipment		(31,097	)		(112,338	)		(109,099	)		(100,000	)

Government Incentives		1,014			3,615			5,775			-

Free Cash Flow	$	(2,403	)	$	166,464		$	47,448		$	250,000 - 300,000

Reconciliation of Cash and cash equivalents to Net Cash:
				As of
	January 29, 2023			October 31, 2022			January 30, 2022

Cash and cash equivalents	$	334,792		$	319,680		$	314,195

Short-term investments		39,199			38,820			-

Current portion of Long-term debt		(6,541	)		(10,024	)		(18,307	)

Long-term Debt		(27,323	)		(32,310	)		(78,540	)

Net Cash	$	340,127		$	316,166		$	217,348