PHOTRONICS INC — Interim / Quarterly Report 2015

May 20, 2015

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) May 18, 2015

| 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 Results of Operations and Financial Condition

On May 18, 2015, the Company issued a press release reporting second quarter 2015 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 May 19, 2015 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 May 3, 2015 will be disclosed. This information is set forth in Exhibit 99.6 and 99.7.

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.

Item 9.01 . Financial Statements and Exhibits

(d) Exhibits
99.1	Press Release dated May 18,
2015
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 GAAP Operating
Income to Non-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: May 20, 2015
Richelle E. Burr
Vice
President, General Counsel

PHOTRONICS, INC.