PHOTRONICS, INC. (NASDAQ:PLAB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into Material Definitive Agreements.
Amendment No. 2 to the Third Amended and Restated Credit
Agreement by and among the Company, the financial institutions
listed on the pages thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent and as Collateral Agent, under that
certain Third Amended and Restated Credit Agreement dated as of
December 5, 2013, by and among the Company, the Foreign
Subsidiary Borrowers party thereto from time to time, the
Lenders party thereto from time to time, the Collateral Agent
and the Administrative Agent ( the Credit Agreement). Amendment
No. 2 added the definition of PRC Subsidiary and PRC
Transactions, added an exception from the Companys indebtedness
covenant for the Companys new joint venture in China described
below in an aggregate amount not exceeding $125,000,000, and
added an exception for investments subject to compliance with
the total leverage ratio and liquidity as set forth in the
Credit Agreement.
Nippon Printing Co., Ltd. (DNP) to form a joint venture focused
on serving semiconductor manufactures in China. The agreement
states that a subsidiary of DNP will acquire 49.99% of the
Comapanys wholly foreign owned entity in Xiamen, China, with
the Company maintaining an ownership of 50.01%. The joint
venture’s financial results will be included in the
consolidated financial statements of the Company. The joint
venture, which will be called Photronics DNP Mask Corporation
Xiamen (PDMCX), is subject to regulatory approvals and
customary closing conditions, and is expected to close by the
end of the Companys fiscal year 2017.
formed by the Company and DNP in 2014 to serve the Taiwan
market, Photronics DNP Mask Corporation (PDMC). PDMCX will
include the state-of-the-art photomask manufacturing facility
currently under construction in Xiamen, China. The facility,
which is scheduled to begin production by the end of 2018,
will feature advanced process technology, experienced
personnel, and high-end equipment; and should benefit through
shared resources, investment and collaboration between PDMC,
the Company and DNP. Each party will contribute cash in
proportion to their ownership to fund the previously
announced $160 million investment over five years.
is attached to this report as Exhibit 99.1, and is incorporated
herein by reference.
second quarter fiscal 2017 results.
report. The information contained in this Item 2.02 and the
attached Exhibits 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.
which certain unaudited, non-GAAP financial information related
to the Company’s operations for the three months ended April 30,
2017 will be disclosed. This information is set forth in Exhibit
99.6.
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.
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(d)
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Exhibits
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99.1
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Press Release dated May 17, 2017
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99.2
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Press Release dated May 17, 2017
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99.3
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Condensed Consolidated Statements of Income
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99.4
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Condensed Consolidated Balance Sheets
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99.5
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Condensed Consolidated Statements of Cash Flows
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99.6
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Non-GAAP Financial Measures – Reconciliation of GAAP to
Non-GAAP Financial Information |
About PHOTRONICS, INC. (NASDAQ:PLAB)
Photronics, Inc. is a manufacturer of photomasks, which are photographic quartz plates containing microscopic images of electronic circuits. The Company supports customers across the full spectrum of integrated circuit (IC) production and flat panel display (FPD) technologies by manufacturing photomasks using electron beam or optical (laser-based) systems. The end markets served with IC photomasks include devices used for microprocessors, memory, telecommunications and related applications. The Company sells products to manufacturers in the semiconductor and FPD industries in North America, Europe and Asia. In the case of ICs, the Company includes photomasks at and below the 45 nanometer technology node and, for FPDs, at and above the Generation 8 technology node and active-matrix organic light-emitting diode display screens. The Company operates principally from over nine manufacturing facilities, which are located in Europe, Taiwan, Korea and the United States. PHOTRONICS, INC. (NASDAQ:PLAB) Recent Trading Information
PHOTRONICS, INC. (NASDAQ:PLAB) closed its last trading session down -0.35 at 10.10 with 767,746 shares trading hands.
