PHOTRONICS INC — Earnings Release 2014

Feb 19, 2014

8-K 1 photronics_8k.htm CURRENT REPORT

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 18, 2014

PHOTRONICS, INC.
(Exact name of registrant as
specified in its charter)

Connecticut	0-15451	06-0854886
(State or other
jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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 |
| --- |
| On February 18, 2014, the Company
issued a press release reporting first quarter fiscal 2014 results. A copy
of the press release is attached to this 8-K. 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,
99.6 and 99.7 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 19, 2014, the Company
will conduct a conference call during which certain unaudited, non-GAAP
EBITDA financial information related to the Company’s operations for the
three months ended February 2, 2014 will be disclosed. The
reconciliation of GAAP Net Income to EBITDA is set forth in Exhibit 99.6. EBITDA is a non-GAAP financial
measure that the Company defines pursuant to its credit agreement. The
Company believes that EBITDA is generally accepted as providing useful
information regarding the operational strength and performance of its
business, including the ability of the Company to pay interest, service
debt and fund capital expenditures. The Company’s method for calculating
EBITDA may not be comparable to methods used by other companies but is the
same method the Company uses for calculating EBITDA under its credit
facility. On February 19, 2014, the Company
will conduct a conference call during which certain unaudited, non-GAAP
Operating Income financial information related to the Company’s operations
for the three months ended February 2, 2014 will be disclosed. The reconciliation of GAAP Operating Income to Non-GAAP Operating Income
information is set forth in Exhibit
99.7. |

Item 9.01 . Financial Statements and Exhibits

(d)
99.1	Press Release dated
February 18, 2014
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	Reconciliation of GAAP
Net Income to EBITDA
99.7	Reconciliation of
Non-GAAP Operating Margin to GAAP Operating
Income

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: February 19, 2014
Richelle E. Burr
Vice
President, General Counsel
PHOTRONICS, INC.