PLAB 8-K
Photronics Inc (PLAB)
8-K
2024-08-30
For: 2024-08-29
View Original
Added on
April 07, 2026
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
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Date of report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of) Incorporation
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(Commission File Number)
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(IRS Employer Identification No.) |
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(Address of principal executive offices)
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(Zip Code)
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Registrant's Telephone Number, including area code
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(
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Results of Operations and Financial Condition.
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On August 29, 2024, Photronics, Inc. (the “Company”) issued a press release reporting third quarter fiscal 2024 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 August 29, 2024, the Company conducted a conference call during which certain unaudited, non-GAAP financial information related to the Company’s
operations for the three months ended July 28, 2024 was disclosed. This information is set forth in Exhibit 99.6.
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Financial Statements and Exhibits.
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Exhibits
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Press Release August 29, 2024.
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Condensed Consolidated Statements of Income.
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Condensed Consolidated Balance Sheets.
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Condensed Consolidated Statements of Cash Flows.
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Reconciliation of GAAP to Non-GAAP Financial Information.
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Photronics Q3 2024 Financial Results Conference Call August 29, 2024 slides.
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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.
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PHOTRONICS, INC. (Registrant)
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By:
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/s/ Eric Rivera
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Name:
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Eric Rivera
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Title:
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Chief Financial Officer
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Date: August 29, 2024
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Exhibit 99.1
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Photronics Reports Third Quarter Fiscal 2024 Results
and Share Repurchase Authorization
BROOKFIELD, Conn. August 29, 2024 (GLOBE NEWSWIRE) — Photronics, Inc. (NASDAQ:PLAB), a
worldwide leader in photomask technologies and solutions, today reported financial results for its third quarter of fiscal year 2024 ended July 28, 2024.
“Market softness in some segments during the quarter impacted photomask demand, reducing both IC and FPD revenue,” said Frank Lee, chief executive officer. “The
photomask demand recovery that started to take shape early in the third quarter slowed during the period due to select regional and end-use customer order patterns. This was combined with broader customer focus on rising semiconductor channel
inventory that limited chip design activity through the quarter. In response, we tuned our mix and sales strategy, allowing us to optimize margins despite lower demand. Megatrends such as AI, supply chain regionalization, and edge computing are
driving secular photomask value and demand, supporting our optimistic view of the long-term global photomask industry outlook. Our leadership position gives us confidence we can drive future margins while at the same time execute smart investment
and deployment strategies that can deliver top line growth and shareholder value.”
Third Quarter Fiscal 2024 Results
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Revenue was $211.0 million, down 6% year-over-year and 3% sequentially.
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GAAP Net income attributable to Photronics, Inc. shareholders was $34.4 million, or $0.55 per diluted share, compared with $27.0 million, or $0.44 per diluted share in the third
quarter of 2023 and $36.3 million, or $0.58 per diluted share in the second quarter of 2024.
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Non-GAAP Net income attributable to Photronics, Inc. shareholders was $32.0 million, or $0.51 per diluted share, compared with $31.6 million, or $0.51 per diluted share in the
third quarter of 2023 and $28.7 million, or $0.46 per diluted share in the second quarter of 2024.
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IC revenue was $155.9 million, down 4% year-over-year and 3% sequentially.
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FPD revenue was $55.1 million, down 10% from the same quarter last year and 2% sequentially.
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Cash generated from operating activities was $75.1 million, and cash invested in organic growth through capital expenditures was $24.4 million.
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Cash and Short-term investments at the end of the quarter were $606.4 million, and Debt was $20.1 million.
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Share Repurchase
In addition, the Board of Directors has authorized an increase of the Company’s existing share repurchase program from the $31.7 million remaining up to a total of
$100 million of its common stock. Any purchases will occur pursuant to a repurchase plan under SEC Rule 10b5-1.
“This announcement is a testament to our ability to generate strong cash flows and maintain a solid balance sheet over various economic conditions,” continued Mr. Lee.
“We are taking this step to demonstrate our commitment to enhancing shareholder returns by returning cash to our shareholders and investing in the value we see in our equity.”
This authorization does not obligate the Company to repurchase any dollar amount or number of shares of common stock. The repurchase program may be suspended or
discontinued at any time.
Fourth Quarter Fiscal 2024 Guidance
For the fourth quarter of fiscal 2024, Photronics expects Revenue to be between $213 million and $221 million and non-GAAP Net income attributable to Photronics, Inc.
shareholders to be between $0.48 and $0.54 per diluted share.
Webcast
A webcast to discuss these results is scheduled for 8:30 a.m. Eastern time on Thursday, August 29, 2024. 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, 2023, the company had approximately 1,885 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 in our most recent SEC filings. 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 are "non-GAAP financial measures" as such term is defined by
Regulation G of 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 a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to Net income (loss), Net income (loss) per share, or any other
measure of consolidated results under U.S. 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 statement of income and must
be considered in performing a comprehensive assessment of overall financial performance. Please refer to the non-GAAP reconciliations below.
Exhibit 99.2
PHOTRONICS, INC.
Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
(Unaudited)
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Three Months Ended
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Nine Months Ended
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July 28,
2024
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April 28,
2024
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July 30,
2023
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July 28,
2024
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July 30,
2023
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Revenue
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$
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210,984
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$
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217,000
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$
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224,206
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$
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644,318
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$
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664,603
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Cost of goods sold
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135,846
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137,749
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137,405
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410,674
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413,323
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Gross Profit
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75,138
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79,251
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86,801
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233,644
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251,280
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Operating Expenses:
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Selling, general and administrative
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19,436
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18,996
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18,032
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56,753
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52,728
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Research and development
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3,555
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4,292
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3,505
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11,291
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10,287
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Total Operating Expenses
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22,991
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23,288
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21,537
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68,044
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63,015
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Other operating gain
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1
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89
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-
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90
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-
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Operating Income
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52,148
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56,052
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65,264
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165,690
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188,265
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Non-operating (loss) income, net
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10,145
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20,534
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(911
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)
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26,931
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(1,764
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)
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Income Before Income Tax Provision
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62,293
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76,586
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64,353
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192,621
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186,501
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Income tax provision
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14,124
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20,214
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16,098
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48,998
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50,023
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Net Income
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48,169
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56,372
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48,255
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143,623
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136,478
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Net income attributable to noncontrolling interests
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13,781
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20,121
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21,296
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46,804
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55,604
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Net income attributable to Photronics, Inc. shareholders
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$
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34,388
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$
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36,251
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$
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26,959
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$
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96,819
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$
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80,874
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Earnings per share:
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Basic
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$
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0.56
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$
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0.59
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$
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0.44
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$
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1.57
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$
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1.32
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Diluted
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$
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0.55
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$
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0.58
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$
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0.44
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$
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1.55
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$
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1.31
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Weighted-average number of common shares outstanding:
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Basic
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61,815
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61,771
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61,233
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61,681
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61,089
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Diluted
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62,414
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62,409
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61,974
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62,369
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61,650
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Exhibit 99.3
PHOTRONICS, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(Unaudited)
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July 28,
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October 31,
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2024
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2023
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Assets
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Current assets:
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Cash and cash equivalents
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$
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537,331
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$
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499,292
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Short-term investments
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69,046
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12,915
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Accounts receivable
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199,926
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194,927
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Inventories
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55,472
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49,963
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Other current assets
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30,865
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28,353
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Total current assets
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892,640
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785,450
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Property, plant and equipment, net
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722,638
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709,244
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Other assets
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29,823
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31,527
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Total assets
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$
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1,645,101
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$
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1,526,221
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Liabilities and Equity
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Current liabilities:
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Current portion of long-term debt
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$
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20,090
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$
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6,621
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||||
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Accounts payable and accrued liabilities
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171,036
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178,602
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Total current liabilities
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191,126
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185,223
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Long-term debt
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28
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17,998
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Other liabilities
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40,518
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47,391
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Equity:
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Photronics, Inc. shareholders' equity
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1,067,994
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975,008
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||||||
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Noncontrolling interests
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345,435
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300,601
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||||||
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Total equity
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1,413,429
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1,275,609
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Total liabilities and equity
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$
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1,645,101
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$
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1,526,221
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Exhibit 99.4
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
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Nine Months Ended
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July 28,
2024
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July 30,
2023
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|||||||
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Cash flows from operating activities:
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Net income
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$
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143,623
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$
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136,478
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||||
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Adjustments to reconcile net income to net cash
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||||||||
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provided by operating activities:
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Depreciation and amortization
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61,613
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59,523
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Share-based compensation
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9,841
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5,874
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Changes in operating assets, liabilities and other
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(22,003
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)
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(6,319
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)
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Net cash provided by operating activities
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193,074
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195,556
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Cash flows from investing activities:
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Purchases of property, plant and equipment
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(87,733
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)
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(78,813
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)
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Purchases of short-term investments
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(100,558
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)
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(9,837
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)
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Proceeds from maturities of short-term investments
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44,696
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22,500
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Government incentives
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1,541
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2,033
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Other
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(4
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)
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(116
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)
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||||
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Net cash used in investing activities
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(142,058
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)
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(64,233
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)
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Cash flows from financing activities:
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Repayments of debt
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(4,500
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)
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(16,351
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)
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Proceeds from share-based arrangements
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1,074
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1,241
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||||||
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Net settlements of restricted stock awards
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(3,002
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)
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(1,292
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)
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||||
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Net cash used in financing activities
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(6,428
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)
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(16,402
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)
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||||
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Effects of exchange rate changes on cash, cash equivalents, and restricted cash
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(6,454
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)
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13,813
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|||||
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Net increase in cash, cash equivalents, and restricted cash
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38,134
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128,734
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||||||
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Cash, cash equivalents, and restricted cash, beginning of period
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501,867
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322,409
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||||||
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Cash, cash equivalents, and restricted cash, end of period
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$
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540,001
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$
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451,143
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Exhibit 99.5
PHOTRONICS, INC.
Reconciliation of GAAP Net income attributable to Photronics, Inc. shareholders to Non-GAAP Net income
(in thousands)
(Unaudited)
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Three Months ended
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||||||||||||
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July 28,
2024
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April 28,
2024
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July 30,
2023
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||||||||||
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GAAP Net income attributable to Photronics, Inc. shareholders
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$
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34,388
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$
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36,251
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$
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26,959
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||||||
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FX (gain) loss
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(4,068
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)
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(14,766
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)
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4,543
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|||||||
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Estimated tax effects of FX (gain) loss
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914
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3,743
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(1,193
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)
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||||||||
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Estimated noncontrolling interest effects of above
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681
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3,489
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1,328
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|||||||||
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Non-GAAP Net income attributable to Photronics, Inc. shareholders
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$
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31,915
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$
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28,717
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$
|
31,637
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||||||
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Weighted-average number of common shares outstanding - Diluted
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62,414
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62,409
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61,974
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|||||||||
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GAAP Diluted earnings per share
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$
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0.55
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$
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0.58
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$
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0.44
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||||||
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Effects of non-GAAP adjustments above
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(0.04
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)
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(0.12
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)
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0.07
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|||||||
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Non-GAAP Diluted earnings per share
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$
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0.51
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$
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0.46
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$
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0.51
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||||||
Exhibit 99.6
