SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-15451

Large Accelerated Filer☒

Emerging Growth ~~Company~~ ☐

~~Forward-Looking Statements~~

PHOTRONICS, INC.

QUARTERLY REPORT ON FORM 10-Q

January 29, 2023

~~INDEX~~TABLE OF CONTENTS

Glossary of Terms and Acronyms		3

Forward-Looking Statements		4

PART I.	FINANCIAL INFORMATION	~~Page~~5

Item 1.	Condensed Consolidated Financial Statements (unaudited)	4 5

	Condensed Consolidated Balance Sheets ~~at January 28, 2018 and October 29, 2017~~	4 5

	Condensed Consolidated Statements of Income ~~for the Three Months Ended January 28, 2018 and January 29, 2017~~	5 6

	Condensed Consolidated Statements of Comprehensive Income ~~for the Three Months Ended January 28, 2018 and January 29, 2017~~	6 7

	Condensed Consolidated Statements of Equity	8

	Condensed Consolidated Statements of Cash Flows ~~for the Three Months Ended January 28, 2018 and January 29, 2017~~	7 9

	Notes to Condensed Consolidated Financial Statements	8 10

Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	18 24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23 32

Item 4.	Controls and Procedures	24 33

PART II.	OTHER INFORMATION	34

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	25 34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 6.	Exhibits	2535

~~Index~~Table of Contents

~~PART I. FINANCIAL INFORMATION~~Glossary of Terms and Acronyms

Definitions of certain terms and acronyms that may appear in this report are provided below.

AMOLED	Active-matrix organic light-emitting diode. A technology used in mobile devices.
Application-specific IC	An integrated circuit customized for a particular use, rather than intended for general-purpose use
ASC	Accounting Standards Codification
ASP	Average Selling Price
ASU	Accounting Standards Update
Chip stacking	Placement of an integrated circuit on top of another integrated circuit, resulting in the reduction of the distance between the chips in a circuit board
COVID-19	Covid virus 2019, an infectious disease that was declared a pandemic by the World Health Organization in March 2020
DNP	Dai Nippon Printing Co., Ltd.
EUV	A wafer lithography technology using the industry standard extreme ultraviolet (EUV) wavelength. EUV photomasks function by selectively reflecting or blocking light, in contrast to conventional photomasks which function by selectively transmitting or blocking light
Exchange Act	The Securities Exchange Act of 1934 (as amended)
FASB	Financial Accounting Standards Board
Form 10-K	Annual Report on Form 10-K
Form 10-Q	Quarterly Report on Form 10-Q
FPDs	Flat-panel displays, or “displays”
Generation	In reference to flat-panel displays, refers to the size range of the underlying substrate to which a photomask is applied. Higher generation (or “G”) numbers represent larger substrates
High-end (photomasks)	For IC, photomasks that are 28nm or smaller; for FPD, AMOLED, G10.5+, and LTPS photomasks
ICs	Integrated circuits, or semiconductors
LIBOR	London Inter-Bank Offered Rate
LTPS	Low-Temperature Poly Silicon, a polycrystalline silicon synthesized at relatively low temperatures; polycrystalline silicon in thin-film transistors (TFTs) are used in liquid-crystal display (LCD) flat panels and to drive organic light-emitting diode (OLED) displays
MLA	Master Lease Agreement
Optical proximity correction	A photolithography enhancement technique applied to compensate for the limitations of light to maintain the edge placement integrity of an original design, imaged onto a silicon wafer, for further processing to an etched pattern.
PDMCX	Xiamen American Japan Photronics Mask Co., Ltd., a joint venture of Photronics and DNP
Phase-shift photomasks	Photomasks that take advantage of the interference generated by phase differences to improve image resolution in photolithography
Pure-play foundry	A company that does not produce a significant volume of IC products of its own design, but rather operates IC fabrication plants dedicated to producing ICs for other companies
RMB	Chinese renminbi
ROU (assets)	Right-of-use asset
SEC	Securities and Exchange Commission
Securities Act	The Securities Act of 1933 (as amended)
Sputtering	The bombardment of a material with energetic particles to cause microscopic particles of the material to eject from its surface.
U.S. GAAP	Accounting principles generally accepted in the United States of America
Wafer	A wafer, or silicon wafer, is a thin slice of semiconductor material that, in the fabrication of microelectronics, serves as the substrate for microelectronic devices built in and upon the wafer

Table of Contents

Forward-Looking Statements

This Form 10-Q contains forward-looking statements, as defined by the SEC. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements made by us, or on our behalf. Forward-looking statements are statements other than statements of historical fact, including, without limitation, those statements that include such words as “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “predicts”, and similar expressions, and, without limitation, may address our future plans, objectives, goals, strategies, events, or performance, as well as underlying assumptions and other statements that are other than statements of historical facts. On occasion, in other documents filed with the SEC, press releases, conferences, or by other means, we may discuss, publish, disseminate, or otherwise make available, forward-looking statements, including statements contained within Part I, Item 2 – “Management’s Discussion & Analysis of Financial Condition and Results of Operations” of this Form 10-Q.

Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. Our expectations, beliefs, and projections are expressed in good faith and are believed by us to have a reasonable basis, including, without limitation, management’s examination of historical operating trends, information contained in our records, and information we’ve obtained from other parties. However, we can offer no assurance that our expectations, beliefs, or projections will be realized, accomplished, or achieved.

Forward-looking statements within this Form 10-Q speak only as of the date of its filing, and we undertake no obligation to update any such statements to reflect changes in events or circumstances that may subsequently occur. Users of this Form 10-Q are cautioned that various factors may cause actual results to differ materially from those contained in any forward-looking statements found within this Form 10-Q and that they should not place undue reliance on any forward-looking statement. In addition, all forward-looking statements, whether written or oral and whether made by us or on our behalf, are expressly qualified by the risk factors provided in Part I, Item 1A “Risk Factors” of our Form 10-K, as well as any additional risk factors we may provide in Part II, Item 1A of our Quarterly Reports on Form 10-Q.

Table of Contents

PART I.

FINANCIAL INFORMATION

Item 1.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed ~~Condensed~~ Consolidated Balance Sheets

(in thousands, except per share amounts)

Short-term investments

Accounts receivable, net of allowance of $1,116 in 2023 and $1,002 in 2022

Preferred stock, $0.01 par value, 2,000 shares authorized, none issued and outstanding

Common stock, $0.01 par value, 150,000 shares authorized, 61,102 shares issued and outstanding at January 29, 2023, and 60,791 shares issued and outstanding at October 31, 2022

Accumulated other comprehensive loss

See accompanying notes to condensed consolidated financial statements.

PHOTRONICS, INC.

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended						Three Months Ended
	January 28, 2018			January 29, 2017			January 29, 2023			January 30, 2022

Revenue	$	123,446		$	109,831		$	211,090		$	189,827

Cost of goods sold		(95,784	)		(86,832	)		135,013			129,964

Gross profit		27,662			22,999			76,077			59,863

Operating expenses:

Selling, general and administrative		(11,750	)		(10,871	)

Selling, general, and administrative								16,818			15,727
Research and development		(4,104	)		(3,485	)		3,302			5,939

Total operating expenses		(15,854	)		(14,356	)		20,120			21,666

Operating income		11,808			8,643			55,957			38,197

Other income (expense):
Interest income and other income (expense)		(3,531	)		(1,524	)
Foreign currency transactions impact, net								(16,944	)		5,268
Interest income and other income, net								2,584			334
Interest expense		(574	)		(559	)		(65	)		(895	)
Income before income tax provision								41,532			42,904

Income before income taxes		7,703			6,560

Income tax benefit (provision)		1,778			(2,050	)
Income tax provision								12,582			11,178

Net income		9,481			4,510			28,950			31,726

Net income attributable to noncontrolling interests		(3,583	)		(2,564	)		14,964			8,662

Net income attributable to Photronics, Inc. shareholders	$	5,898		$	1,946		$	13,986		$	23,064

Earnings per share:

Basic	$	0.09		$	0.03		$	0.23		$	0.38

Diluted	$	0.09		$	0.03		$	0.23		$	0.38

Weighted-average number of common shares outstanding:

Basic		68,755			68,176			60,894			60,158

Diluted		69,372			69,169			61,470			60,936

See accompanying notes to condensed consolidated financial statements.

~~Index~~Table of Contents

PHOTRONICS, INC.

Condensed Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

	Three Months Ended						Three Months Ended
	January 28, 2018			January 29, 2017			January 29, 2023			January 30, 2022

Net income	$	9,481		$	4,510		$	28,950		$	31,726

Other comprehensive income (loss), net of tax of $0:

Other comprehensive (loss) income, net of tax of $0:
Foreign currency translation adjustments		30,087			(634	)		90,519			(9,831	)

Amortization of cash flow hedge		32			32

Other		(32	)		-			(54	)		37

Net other comprehensive income (loss )		30,087			(602	)
Net other comprehensive (loss) income								90,465			(9,794	)

Comprehensive income		39,568			3,908			119,415			21,932

Less: comprehensive income attributable to noncontrolling interests		(8,433	)		(3,821	)		31,393			8,874

Comprehensive income attributable to Photronics, Inc. shareholders	$	31,135		$	87		$	88,022		$	13,058

See accompanying notes to condensed consolidated financial statements.

~~Index~~Table of Contents

PHOTRONICS, INC.

Condensed Consolidated Statements of Equity

(in thousands)

(unaudited)

	Three Months Ended January 29, 2023
	Photronics, Inc. Shareholders
					Additional Paid-in Capital			Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests		Total Equity
	Common Stock
	Shares		Amount

Balance at October 31, 2022		60,791	$	608	$	493,741		$	435,634	$	-	$	(98,456	)	$	230,562	$	1,062,089

Net income		-		-		-			13,986		-		-			14,964		28,950
Other comprehensive income		-		-		-			-		-		74,036			16,429		90,465
Shares issued under equity plans		311		3		(608	)		-		-		-			-		(605	)
Share-based compensation expense		-		-		1,821			-		-		-			-		1,821

Balance at January 29, 2023		61,102	$	611	$	494,954		$	449,620	$	-	$	(24,420	)	$	261,955	$	1,182,720

	Three Months Ended January 30, 2022
	Photronics, Inc. Shareholders
							Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests		Total Equity
	Common Stock
	Shares			Amount

Balance at October 31, 2021		60,024		$	600		$	484,672		$	317,849		$	-		$	20,571		$	176,870	$	1,000,562

Net income		-			-			-			23,064			-			-			8,662		31,726
Other comprehensive (loss) income		-			-			-			-			-			(10,006	)		212		(9,794	)
Shares issued under equity plans		728			7			2,733			-			-			-			-		2,740
Share-based compensation expense		-			-			1,457			-			-			-			-		1,457
Contribution from noncontrolling interest		-			-			-			-			-			-			14,997		14,997
Purchase of treasury stock		-			-			-			-			(2,522	)		-			-		(2,522	)
Retirement of treasury stock		(188	)		(1	)		(1,520	)		(1,001	)		2,522			-			-		-

Balance at January 30, 2022		60,564		$	606		$	487,342		$	339,912		$	-		$	10,565		$	200,741	$	1,039,166

See accompanying notes to condensed consolidated financial statements.

Table of Contents

PHOTRONICS, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended						Three Months Ended
	January 28, 2018			January 29, 2017			January 29, 2023			January 30, 2022

Cash flows from operating activities:
Net income	$	9,481		$	4,510		$	28,950		$	31,726
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		22,363			20,896			19,105			20,810
Share-based compensation								1,821			1,457
Changes in assets and liabilities:
Accounts receivable		4,692			6,799			(7,565	)		3,269
Inventories		(2,385	)		(1,199	)		1,705			(7,020	)
Other current assets		432			1,659			(13,060	)		(6,730	)
Accounts payable, accrued liabilities, and other		(3,721	)		(1,126	)		(3,276	)		15,618

Net cash provided by operating activities		30,862			31,539			27,680			59,130

Cash flows from investing activities:
Purchases of property, plant and equipment		(10,995	)		(9,600	)		(31,097	)		(19,175	)
Acquisition of business		-			(5,400	)
Government incentives								1,014			-
Other		(134	)		(396	)		(87	)		(43	)

Net cash used in investing activities		(11,129	)		(15,396	)		(30,170	)		(19,218	)

Cash flows from financing activities:
Repayments of long-term borrowings		(1,381	)		(1,343	)
Repayments of debt								(9,218	)		(15,192	)
Purchases of treasury stock								-			(2,522	)
Contribution from noncontrolling interest		11,998			-			-			14,997
Proceeds from share-based arrangements		798			1,113			672			3,840
Other		(261	)		(16	)
Net settlements of restricted stock awards								(1,168	)		(1,458	)

Net cash provided by (used in) financing activities		11,154			(246	)
Net cash used in financing activities								(9,714	)		(335	)

Effect of exchange rate changes on cash and cash equivalents		9,652			(275	)
Effects of exchange rate changes on cash, cash equivalents, and restricted cash								27,499			(2,057	)

Net increase in cash and cash equivalents		40,539			15,622
Cash and cash equivalents at beginning of period		308,021			314,074
Net increase in cash, cash equivalents, and restricted cash								15,295			37,520
Cash, cash equivalents, and restricted cash at beginning of period								322,409			279,680

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

Less: Ending restricted cash								2,912			3,005

Cash and cash equivalents at end of period	$	348,560		$	329,696		$	334,792		$	314,195

Supplemental disclosure information:
Supplemental disclosure of non-cash information:

Accrual for property, plant and equipment purchased during the period	$	1,544		$	2,029
Accruals for property, plant and equipment purchased during the period							$	12,031		$	7,092

See accompanying notes to condensed consolidated financial statements.

~~Index~~Table of Contents

PHOTRONICS, INC.

Notes to Condensed Consolidated Financial Statements

~~Three Months Ended January 28, 2018 and January 29, 2017~~

(unaudited)

(in thousands, except share amounts and per share data)

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

Photronics, Inc. ~~and its subsidiaries ("Photronics"~~(“Photronics”, ~~"the Company"~~“the Company”, ~~"we"~~“we”, “our”, or ~~"us"~~“us”) is one of the ~~world's~~world’s leading manufacturers of photomasks, which are ~~high precision~~high-precision photographic quartz or glass plates containing microscopic images of electronic circuits. Photomasks are a key element in the manufacture of ~~semiconductors~~ICs and ~~flat panel displays ("FPDs"),~~FPDs and are used as masters to transfer circuit patterns onto semiconductor wafers and ~~flat panel display~~FPD substrates during the fabrication of ~~integrated circuits ("ICs" or “semiconductors”) and~~ICs, a variety of FPDs and, to a lesser extent, other types of electrical and optical components. We ~~currently~~ operate ~~principally from nine~~eleven manufacturing facilities, ~~two of~~ which are located in ~~Europe, three in~~ Taiwan ~~one in~~ (3), Korea ~~and three in~~, China (2), the United ~~States. We have commenced construction of two manufacturing facilities in China~~States (3), and ~~anticipate production to begin at these facilities in 2019.~~Europe (2).

The accompanying unaudited condensed consolidated financial statements (“the financial statements”) have been prepared in accordance with ~~accounting principles generally accepted in the United States of America~~U.S. GAAP for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by ~~accounting principles generally accepted in the United States of America~~U.S. GAAP for annual financial statements. In the opinion of management, adjustments, all of which are of a normal recurring nature, considered necessary for a fair presentation have been included. The financial statements include the accounts of Photronics, its wholly owned subsidiaries, and the majority-owned subsidiaries which it controls. All intercompany balances and transactions have been eliminated in consolidation. These financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Form 10-K for the fiscal year ended October 31, 2022, where we discuss and provide additional information about our accounting policies and the methods and assumptions used in our estimates.

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect amounts reported in them. Our estimates, including those on the impact of COVID-19, are based on historical experience and on various assumptions that we believe to be reasonable under the facts and circumstances at the time they are made. Subsequent actual results may differ from such estimates. We review these estimates periodically and reflect any effects of revisions in the period in which they are determined.

Our business is typically impacted during the first ~~and sometimes the second,~~ quarter of our fiscal year by the North American, European, and Asian holiday periods, as some customers reduce their development and buying activities during ~~those periods.~~this period. Operating results for the interim ~~period~~periods are not necessarily indicative of the results that may be expected for the fiscal year ending October ~~28, 2018. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended October 29, 2017.~~31, 2023.

NOTE 2 ~~- CHANGES IN EQUITY~~– SHORT-TERM INVESTMENTS

~~The following tables set forth~~

Short-term investments consist of U.S. government securities and are classified as available-for-sale. We classify available-for-sale securities on our consolidated ~~changes in equity for~~balance sheet as follows:

-	Maturing within three months or less from the date of purchase	Cash and cash equivalents
-	Maturing, as of the date of purchase, more than three months, but with remaining maturities of less than one year, from the balance sheet date	Short-term investments
-	Maturing one year or more from the balance sheet date	Long-term marketable investments

As of January 29, 2023, all of our available-for-sale securities had, at their dates of purchase, remaining maturities of more than three months, ~~ended January 28, 2018~~but less than one year, and ~~January 29, 2017:~~have been classified as Short-term investments.

Three Months Ended January 28, 2018
Photronics, Inc. Shareholders
Common Stock Accumulated
Additional Other Non-
Paid-in Retained Comprehensive controlling Total
Shares Amount Capital Earnings Income Interests Equity

Balance at October 30, 2017 68,666 $ 687 $ 547,596 $ 189,390 $ 6,891 $ 120,731 $ 865,295

Net income - - - 5,898 - 3,583 9,481
Other comprehensive income - - - - 25,237 4,850 30,087
Sale of common stock through employee stock option and purchase plans 116 1 701 - - - 702
Restricted stock awards vesting and expense 87 1 386 - - - 387
Share-based compensation expense - - 497 - - - 497
Contribution from noncontrolling interest - - 148 - - 11,850 11,998

Balance at January 28, 2018 68,869 $ 689 $ 549,328 $ 195,288 $ 32,128 $ 141,014 $ 918,447

810

~~Index~~Table of Contents

Three Months Ended January 29, 2017
Photronics, Inc. Shareholders
Common Stock Accumulated
Additional Other Non-
Paid-in Retained Comprehensive controlling Total
Shares Amount Capital Earnings Loss Interests Equity

Balance at October 31, 2016 68,080 $ 681 $ 541,093 $ 176,260 $ (7,671 ) $ 115,111 $ 825,474

Net income - - - 1,946 - 2,564 4,510
Other comprehensive (loss) income - - - - (1,859 ) 1,257 (602 )
Sale of common stock through employee stock option and purchase plans 175 1 1,087 - - - 1,088
Restricted stock awards vesting and expense 78 1 297 - - - 298
Share-based compensation expense - - 640 - - - 640

Balance at January 29, 2017 68,333 $ 683 $ 543,117 $ 178,206 $ (9,530 ) $ 118,932 $ 831,408

Available-for-sale debt investments are reported at fair value, with unrealized gains or losses (net of tax) reported in Accumulated other comprehensive income. The fair values of our available-for-sale securities are Level 1 measurements, based on quoted prices from active markets for identical assets. In the event of a sale of an available-for-sale debt investment, we would determine the cost of the investment sold at the specific individual security level, and would include any gain or loss in Interest income and other income, net, where we also report periodic interest earned and the amortization (accretion) of discounts (premiums) related to these investments. The table below provides information on our available-for-sale debt securities.

	January 29, 2023									October 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses			Carrying Value		Amortized Cost		Unrealized Gains		Unrealized Losses			Carrying Value
Government securities	$	39,280	$	-	$	(81	)	$	39,199	$	38,911	$	-	$	(91	)	$	38,820

NOTE 3 - INVENTORIES

Inventories are stated at the lower of cost, determined under the first-in, first-out ~~("FIFO"~~(“FIFO”) method, or net realizable value. Presented below are the components of ~~inventory~~Inventories at the balance sheet ~~dates:~~dates.

	January 28, 2018		October 29, 2017		January 29, 2023		October 31, 2022
Raw materials					$	51,160	$	49,326
Work in process						1,593		1,408
Finished goods						43		19
					$	52,796	$	50,753
Finished goods	$	1,201	$	664
Work in process		3,753		2,957
Raw materials		22,043		20,082

	$	26,997	$	23,703

NOTE 4 - PROPERTY, PLANT, AND EQUIPMENT, NET

Presented below are the components of Property, plant, and equipment, ~~consists~~net at the balance sheet dates.

	January 29, 2023			October 31, 2022
Land	$	11,971		$	11,134
Buildings and improvements		178,095			168,024
Machinery and equipment		1,909,200			1,769,478
Leasehold improvements		20,144			18,802
Furniture, fixtures, and office equipment		15,526			14,355
Construction in progress		115,190			90,846
		2,250,126			2,072,639
Accumulated depreciation and amortization		(1,539,199	)		(1,428,766	)
	$	710,927		$	643,873

Information on ROU assets resulting from finance leases, at the balance sheet dates, is presented below.

	January 29, 2023			October 31, 2022
Machinery and equipment	$	42,822		$	42,760
Accumulated amortization		(5,491	)		(4,784	)
	$	37,331		$	37,976

The following table presents depreciation expense (including the amortization of ~~the following:~~

January 28,
2018

October 29,
2017

Land $ 10,301 $ 9,959
Buildings and improvements 128,073 125,290
Machinery and equipment 1,614,502 1,547,870
Leasehold improvements 20,826 20,050
Furniture, fixtures and office equipment 13,474 12,989
Construction in progress 74,987 72,045
1,862,163 1,788,203
Accumulated depreciation and amortization (1,313,856) (1,253,006)

$ 548,307 $ 535,197

~~Index~~

~~Equipment under capital leases, included above in~~ROU assets) related to property, plant, and equipment ~~are as follows:~~incurred during the reporting periods.

January 28,
2018

October 29,
2017

Machinery and equipment $ 34,917 $ 34,917
Accumulated amortization (14,717 ) (13,843 )

$ 20,200 $ 21,074

	Three Months Ended
	January 29, 2023		January 30, 2022
Depreciation Expense	$	19,028	$	20,723

~~Depreciation and amortization expense for property, plant and equipment was $21.1 million and $19.7 million for the three month periods ended January 28, 2018 and January 29, 2017, respectively.~~

~~During the three month periods ended January 28, 2018 and January 29, 2017, we entered into noncash transactions with a customer for the acquisition~~

Table of ~~equipment with fair values of approximately $6.7 million and $2.1 million, respectively.~~Contents

NOTE 5 –- PDMCX JOINT VENTURE

In January 2018, Photronics, Inc., through its ~~wholly-owned~~wholly owned Singapore subsidiary (hereinafter, within this Note “we”, “Photronics”, “us”, or ~~“Photronics”~~“our”), and ~~Dai Nippon Printing Co., Ltd.,~~DNP, through its wholly owned subsidiary “DNP Asia Pacific PTE, Ltd.” ~~(hereinafter, within this Note “DNP”)~~, entered into a joint venture under which DNP obtained a 49.99% interest in our ~~recently established~~ IC business in Xiamen, ~~China, which includes the facility currently under construction.~~China. The joint venture, ~~known~~which we refer to as ~~“Photronics DNP Mask Corporation Xiamen” (hereinafter,~~ “PDMCX”), was established to develop and manufacture photomasks for ~~leading edge and advanced generation~~ semiconductors. We entered into this joint venture to enable us to compete more effectively for the merchant photomask business in China, and to benefit from the additional resources and investment that DNP ~~will provide~~provides to enable us to offer ~~advanced process~~advanced-process technology to our customers.

~~As of January 28, 2018,~~

In 2020, in combination with local financing obtained by PDMCX, Photronics and DNP ~~have each contributed cash of approximately $12 million~~fulfilled their investment obligations under the PDMCX operating agreement (“the Agreement”). As discussed in Note 6, liens were granted to the ~~joint venture. We estimate that, over~~local financing entity on property, plant, and equipment with a January 29, 2023, and October 31, 2022, total carrying value of $74.0 million and $70.7 million, respectively, as collateral for the ~~next several years, per the agreement, DNP and Photronics will each contribute an additional $43 million of cash and additional local borrowings.~~ loans.

Under the ~~PDMCX joint venture operating agreement (“the Agreement”),~~Agreement, DNP is afforded, under certain circumstances, the right to put its interest in PDMCX to Photronics. These circumstances include disputes regarding the strategic direction of PDMCX that may arise after the initial ~~two year~~two-year term of the Agreement and cannot be resolved between the two parties. As of the date of issuance of these financial statements, DNP had not indicated its intention to exercise this right. In addition, both Photronics and DNP have the option to purchase, or put, their interest from, or to, the other party, should their ownership interest fall below ~~20%~~twenty percent for a period of more than six consecutive months. Under all such circumstances, the sales of ownership interests would be at the exiting party’s ownership percentage of the joint venture’s net book value, with closing to take place within three business days of obtaining required approvals and clearance.

The following table presents net income we recorded ~~a net loss~~ from the operations of PDMCX during the PDMCX joint venture of approximately $0.5 million, in the first quarter of fiscal year 2018. No gain or loss was recorded upon the formation of the joint venture. General creditors of PDMCX do not have recourse to the assets of Photronics, Inc., and our maximum exposure to loss from PDMCX at January 28, 2018, was $11.6 million.reporting periods.

	Three Months Ended
	January 29, 2023		January 30, 2022
Net income from PDMCX	$	5,918	$	1,877

The following table presents the carrying amounts of PDMCX assets and liabilities included in our condensed consolidated balance sheets. General creditors of PDMCX do not have recourse to the assets of Photronics (other than the net assets of PDMCX); therefore, our maximum exposure to loss from PDMCX is our interest in the carrying amount of the net assets of the joint venture.

NOTE 6 - DEBT

The tables below provide information on our long-term debt.

As of January 29, 2023	Xiamen Project Loans			Finance Leases			Total
Principal due:
Next 12 months	$	-		$	6,541		$	6,541
Months 13 – 24	$	-		$	20,772		$	20,772
Months 25 – 36		3,893			2,633			6,526
Months 37 – 48		-			13			13
Months 49 – 60		-			12			12
Long-term debt		3,893			23,430			27,323
Total debt ⁽⁴⁾	$	3,893		$	29,971		$	33,864

Interest rate at balance sheet date		4.3	%		N/A
Basis spread on interest rates		0.00			N/A
Interest rate reset	Quarterly				N/A
Maturity date	December 2025				N/A
Periodic payment amount	Varies as loans mature⁽¹⁾⁽³⁾			Varies as leases mature
Periodic payment frequency	Semiannual, on individual loans			Monthly
Loan collateral (carrying amount)	$	73,973		$	37,331	⁽²⁾

⁽¹⁾

During the three-month period ended January 29, 2023, we repaid 30.0 million RMB (approximately $4.4 million), of which, 6.0 million RMB was due to be paid in June 2025, and 24.0 million RMB was due to be paid in December 2025.

⁽²⁾

Represents the carrying amount at the balance sheet date of the related ROU assets, in which the lessors have secured interests.

⁽³⁾

In February 2023, we repaid the entire outstanding balance of 26.4 million RMB (approximately $3.9 million) shown in the table above.

⁽⁴⁾

We are in compliance with all of our debt covenants as of January 29, 2023.

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As of October 31, 2022	Xiamen Project Loans			Xiamen Working Capital Loans			Finance Leases			Total
Principal due:
Next 12 months	$	-		$	3,512		$	6,512		$	10,024
Months 13 – 24	$	-		$	-		$	6,610		$	6,610
Months 25 – 36		1,098			-			17,961			19,059
Months 37 – 48		6,641			-			-			6,641
Long-term debt	$	7,739		$	-		$	24,571		$	32,310

Interest rate at balance sheet date		4.30% - 4.45	%		4.46	%		N/A
Basis spread on interest rates		0.00			76			N/A
Interest rate reset	Quarterly			Monthly/Annually				N/A
Maturity date	December 2025			July 2023				N/A
Periodic payment amount	Varies as loans mature ⁽¹⁾			Increases as loans mature			Varies as leases mature
Periodic payment frequency	Semiannual, on individual loans			Semiannual, on individual loans			Monthly
Loan collateral (carrying amount)	$	70,705			N/A		$	37,976	⁽²⁾

⁽¹⁾

During the three-month period ended October 31, 2022, we repaid 81.0 million RMB (approximately $11.5 million) that had contractual maturity dates ranging from December 2023 through June 2025.

⁽²⁾

Represents the carrying amount at the balance sheet date of the related ROU assets, in which the lessors have secured interests.

Xiamen Project Loans

In November 2018, PDMCX obtained approval to borrow 345.0 million RMB from the Industrial and Commercial Bank of China. From November 2018 through July 2020, PDMCX entered into separate loan agreements (the “Project Loans”) for the entire approved amount and, as of January ~~28, 2018,~~29, 2023, 26.4 million RMB ($3.9 million) remained outstanding. The Project Loans were used to finance certain capital expenditures at the PDMCX facility and are ~~presented in~~collateralized by liens granted on the ~~following table, along with our exposure to loss related to these assets~~land use right, building, and ~~liabilities.~~

Classification Carrying Amount Photronics Interest

Current assets $ 13,864 $ 6,933
Non-current assets 12,403 6,203

Total assets 26,267 13,136

Current liabilities 3,038 1,519
Non-current liabilities 16 8

Total liabilities 3,054 1,527

Net assets $ 23,213 $ 11,609

~~NOTE 6 - LONG-TERM BORROWINGS~~

~~Long-term borrowings consist~~certain equipment located at the facility. The interest rates on the Project Loans are variable (based on the RMB Loan Prime Rate of the ~~following:~~National Interbank Funding Center), and interest incurred on the loans was eligible for reimbursement through incentives provided by the Xiamen Torch Hi-Tech Industrial Development Zone, which provide for such reimbursements up to a prescribed limit and duration. The Project Loans are subject to covenants and provisions, certain of which relate to the assets pledged as security for the loans, all of which we were in compliance with as of January 29, 2023. In February 2023, PDMCX repaid the entire outstanding balance of 26.4 million RMB ($3.9 million).

January 28,
2018

October 29,
2017

3.25% convertible senior notes due in April 2019 $ 57,366 $ 57,337

2.77% capital lease obligation payable through July 2018 3,259 4,639

60,625 61,976
Current portion (3,259 ) (4,639 )

$ 57,366 $ 57,337

Xiamen Working Capital Loans

In ~~January 2015, we privately exchanged $57.5 million in aggregate principal amount of our 3.25% convertible senior notes with a maturity date of April 1, 2016,~~November 2018, PDMCX obtained approval for ~~new 3.25% convertible senior notes with an aggregate principal amount of $57.5 million with a maturity date of April 1, 2019. The conversion rate~~revolving, unsecured credit of the ~~new notes is the same as that~~equivalent of ~~the exchanged notes,~~$25.0 million, pursuant to which ~~were issued in March 2011~~PDMCX may enter into separate loan agreements with ~~a conversion rate of approximately 96 shares of common stock per $1,000 note principal, equivalent~~varying terms to ~~a conversion price of $10.37 per share of common stock, and~~maturity. This facility is subject to ~~adjustment upon~~annual reviews and extensions, with the ~~occurrence~~most recent extension set to expire in November 2023. In December 2022, we repaid our entire outstanding balance of 25.6 million RMB ($3.6 million). As of January 29, 2023, PDMCX had no amount outstanding against the approval. The interest rates are variable, based on the RMB Loan Prime Rate of the National Interbank Funding Center. Interest incurred on the loans related to the amount borrowed was eligible for reimbursement through incentives provided by the Xiamen Torch Hi-Tech Industrial Development Zone, which provided for such reimbursements up to a prescribed limit and duration.

Finance Leases

In February 2021, we entered into a five-year $7.2 million finance lease for a high-end inspection tool. Monthly payments on the lease, which commenced in February 2021, are $0.1 million per month. Upon the payment of the fiftieth monthly payment and prior to payment of the fifty-first monthly payment, we may exercise an early buyout option to purchase the tool for $2.4 million. If we do not exercise the early buyout option, then at the end of the five-year lease term, the lease shall continue to renew on a month-to-month basis at the same rental terms; at our option, after the original term or any renewal periods, we may return the tool, elect to extend the lease, or purchase the tool at its fair market value. Since we are reasonably certain ~~events,~~that we will exercise the early buyout option, our lease liability reflects such exercise and we have classified the lease as a finance lease. The interest rate implicit in the lease is 1.08%.

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In December 2020, we entered into a five-year $35.5 million finance lease for a high-end lithography tool. Monthly payments on the lease, which commenced in January 2021, increased from $0.04 million during the first three months to $0.6 million for the following nine months, followed by forty-eight monthly payments of $0.5 million. As of the due date of the forty-eighth monthly payment, we may exercise an early buyout option to purchase the tool for $14.1 million. If we do not exercise the early buyout option, then at the end of the five-year lease term, at our option, we may return the tool, elect to extend the lease term for a period and a lease payment to be agreed with lessor at the time, or purchase the tool for its then-fair market value, as determined by the lessor. Since we are reasonably certain that we will exercise the early buyout option, our lease liability reflects such exercise and we have classified the lease as a finance lease. The interest rate implicit in the lease is 1.58%. The lease agreement incorporates the covenants included in our Corporate Credit Agreement, which are ~~described~~detailed below, and includes a cross-default provision for any agreement or instrument with an outstanding, committed balance greater than $5.0 million in the indenture dated January 22, 2015. Note holders may convert each $1,000 principal amount of notes at any time prior to the close of business on the second scheduled trading day immediately preceding April 1, 2019, andwhich we are ~~not required to redeem~~ the ~~notes prior to their maturity date. Interest on the notes accrues in arrears,~~indebted party.

Corporate Credit Agreement

In September 2018, we entered into a five-year amended and ~~is paid semiannually through the notes’ maturity date.~~

~~Our~~restated credit ~~facility,~~agreement (the “Credit Agreement”), which ~~expires in December 2018,~~ has a $50 million borrowing limit, with an expansion capacity to ~~$75 million, and~~$100 million. The Credit Agreement is secured by substantially all of our assets located in the United States and common stock we own in certain ~~of our foreign~~ subsidiaries. The ~~credit facility stipulates that we may not pay cash dividends on Photronics, Inc. stock, and is subject to the following financial covenants:~~Credit Agreement includes covenants around minimum interest coverage ratio, total leverage ratio, and minimum unrestricted cash balance ~~financial covenants, with all~~(all of which we were in compliance with at January ~~28, 2018.~~29, 2023), and limits the amount of cash dividends, distributions, and redemptions we can pay on our common stock to an aggregate annual amount of $50 million. We had no outstanding borrowings against the ~~credit facility~~Credit Agreement at January ~~28, 2018, and $50 million was available for borrowing.~~29, 2023. The interest rate on the ~~credit facility (2.82%~~Credit Agreement (5.52% at January ~~28, 2018)~~29, 2023) is based on our total leverage ratio at one-month LIBOR plus a spread, as defined in the Credit Agreement.

Hefei Equipment Loan

In October 2020, our Hefei, China, facility was approved to borrow 200 million RMB from the China Construction Bank Corporation. In July 2022, we repaid our entire outstanding balance of 120.7 million RMB ($18.0 million). This credit facility was subject to annual reviews and extension; the most recent extension expired in August 2022 and we did not apply for an extension. The loan proceeds were used to fund purchases of two lithography tools at the Hefei facility. The interest rate on the loan was variable and based on the RMB Loan Prime Rate of the National Interbank Funding Center. The borrowings were secured by the Hefei facility, its related land use right, and certain manufacturing equipment. The Hefei Equipment Loan was subject to covenants and provisions, certain of which relate to the assets pledged as security for the loan, including covenants for the ratio of total liabilities to total assets and the ratio of current assets to current liabilities, all of which we were in compliance with at the time of repayment.

11NOTE 7 - REVENUE

We recognize revenue when, or as, control of a good or service transfers to a customer, in an amount that reflects the consideration to which we expect to be entitled in exchange for transferring those goods or services. We account for an arrangement as a revenue contract when each party has approved and is committed to perform under the contract, the rights of the contracting parties regarding the goods or services to be transferred and the payment terms are identifiable, the arrangement has commercial substance, and collection of consideration is probable. Substantially all of our revenue comes from the sales of photomasks. We typically contract with our customers to sell sets of photomasks, which are comprised of multiple layers, the predominance of which we invoice as they ship to customers. As the photomasks are manufactured to customer specifications, they have no alternative use to us and, as our contracts generally provide us with the right to payment for work completed to date, we recognize revenue as we perform, or “over time”, on most of our contracts. We measure our performance to date using an input method, which is based on our estimated costs to complete the various manufacturing phases of a photomask. At the end of a reporting period, there are a number of uncompleted revenue contracts on which we have performed; for any such contracts under which we are entitled to be compensated for our costs incurred plus a reasonable profit, we recognize revenue and a corresponding contract asset for such performance. We account for shipping and handling activities that we perform after a customer obtains control of a good as being activities to fulfill our promise to transfer the good to the customer, rather than as promised services, or performance obligations, under the contract. We report our revenue net of any sales or similar taxes we collect on behalf of government entities.

As stated above, photomasks are manufactured to customer specifications in accordance with their proprietary designs; thus, they are individually unique. Due to their uniqueness and other factors, their transaction prices are individually established through negotiations with customers; consequently, our photomasks do not have standard or “list” prices. The transaction prices of the vast majority of our revenue contracts include only fixed amounts of consideration. In certain instances, such as when we offer a customer an early payment discount, an estimate of variable consideration would be included in the transaction price, but only to the extent that a significant reversal of revenue would not occur when the uncertainty related to the variability was resolved.

~~Index~~Table of Contents

~~In August 2013,~~Contract Assets, Contract Liabilities, and Accounts Receivable

We recognize a contract asset when our performance under a contract precedes our receipt of consideration from a customer, or before payment is due, and our receipt of consideration is conditional upon factors other than the passage of time. Contract assets reflect our transfer of control of photomasks that are in process or completed but not yet shipped to customers. A receivable is recognized when we ~~entered into a $26.4 million principal amount, five year capital lease~~have an unconditional right to ~~fund~~payment for our performance, which generally occurs when we ship the ~~purchase~~photomasks. Our contract assets primarily consist of a ~~high-end lithography tool. Payments~~significant amount of our in-process production orders and fully manufactured photomasks which have not yet shipped, for which we have an enforceable right to collect consideration (including a reasonable profit) in the event the in-process orders are cancelled by customers. On an individual contract basis, we net contract assets with contract liabilities (deferred revenue) for financial reporting purposes. We did not identify impairment indicators for any outstanding contract assets during the three-month periods ended January 29, 2023, or January 30, 2022.

The following table provides information about our contract balances at the balance sheet dates.

Classification	January 29, 2023		October 31, 2022
Contract Assets
Other current assets	$	19,414	$	15,752

Contract Liabilities
Accrued liabilities	$	18,805	$	18,872
Other liabilities		6,786		4,989
	$	25,591	$	23,861

The following table presents revenue recognized from contract liabilities that existed at the beginning of the reporting periods.

	Three Months Ended
	January 29, 2023		January 30, 2022
Revenue recognized from beginning liability	$	7,638	$	4,242

We generally record our accounts receivable at their billed amounts. All outstanding past due customer invoices are reviewed for collectability during, and at the end of, every reporting period. To the extent we believe a loss on the collection of a customer invoice is probable, we record the loss and credit an allowance for credit losses. In the event that an amount is determined to be uncollectible, we charge the allowance for credit losses and derecognize the related receivable. We did not incur any credit losses on our accounts receivable during the three-month periods ended January 29, 2023, or January 30, 2022.

Our invoice terms generally range from net-thirty to ninety days, depending on both the geographic market in which the transaction occurs and our payment agreements with specific customers. In the event that our evaluation of a customer’s business prospects and financial condition indicate that the customer presents a collectability risk, we modify terms of sale, which may require payment in advance of performance. At the time of adoption, we elected the practical expedient allowed under ASC Topic 606 “Revenue from Contracts with Customers” (“Topic 606”) that permits us not to adjust a contract’s promised amount of consideration to reflect a financing component when the period between when we transfer control of goods or services to customers and when we are paid is one year or less.

In instances when we are paid in advance of our performance, we record a contract liability and, as allowed under the ~~capital lease,~~practical expedient in Topic 606, recognize interest expense only if the period between when we receive payment from the customer and the date when we expect to be entitled to the payment is greater than one year. Historically, advance payments we have received from customers have generally not preceded the completion of our performance obligations by more than one year.

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Disaggregation of Revenue

The following tables present our revenue for the three-month periods ended January 29, 2023, and January 30, 2022, disaggregated by product type, geographic origin, and timing of recognition.

	Three Months Ended
	January 29, 2023		January 30, 2022
Revenue by Product Type
IC
High-end	$	48,003	$	46,534
Mainstream		108,586		83,227
Total IC	$	156,589	$	129,761

FPD
High-end	$	45,691	$	46,276
Mainstream		8,810		13,790
Total FPD	$	54,501	$	60,066
	$	211,090	$	189,827

	Three Months Ended
	January 29, 2023		January 30, 2022
Revenue by Geographic Origin*
Taiwan	$	75,569	$	67,841
China		58,932		45,953
Korea		37,832		39,515
United States		29,881		27,176
Europe		8,447		8,914
Other		429		428
	$	211,090	$	189,827

* This table disaggregates revenue by the location in which ~~bears interest at 2.77%,~~it was earned.

	Three Months Ended
Revenue by Timing of Recognition	January 29, 2023		January 30, 2022
Over time	$	197,164	$	170,264
At a point in time		13,926		19,563
	$	211,090	$	189,827

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Contract Costs

We pay commissions to third-party sales agents for certain sales they procure on our behalf. However, the bases of the commissions are ~~$0.5 million per month through July 2018. The lease~~the transaction prices of the sales, which are completed in less than one year; thus, no relationship is ~~subject~~established with a customer that will result in future business. Therefore, we do not recognize any portion of these sales commissions as costs of obtaining a contract, nor do we currently foresee other circumstances under which we would recognize contract obtainment costs as assets.

Remaining Performance Obligations

As we are typically required to fulfill customer orders within a ~~cross default~~short period of time, our backlog of orders has historically been two to three weeks for FPD photomasks and one to two weeks for IC photomasks. However, the demand for some IC photomasks has expanded beyond the industry’s capacity to supply them within the traditional time period; thus the backlog, in some cases, can expand to as long as two to three months. As allowed under Topic 606, we have elected not to disclose our remaining performance obligations, which represent the costs associated with ~~cross acceleration provision~~the completion of the manufacturing process of in-process photomasks related to ~~certain nonfinancial covenants incorporated into~~contracts that have an original duration of one year or less.

Product Warranties

Our photomasks are sold under warranties that generally range from one to twenty-four months. We warrant that our ~~credit facility. As of January 28, 2018, the total amount payable through August 2018 (the end of the lease term) was $3.3 million, substantially all of which represented principal.~~photomasks conform to customer specifications and will typically repair, replace, or issue a refund for any photomasks that fail to do so. The warranties do not represent separate performance obligations in our revenue contracts. Historically, customer claims under warranties have been immaterial.

NOTE 78 - SHARE-BASED COMPENSATION

In March 2016, shareholders approved ~~a new~~our current equity incentive compensation plan (the “Plan”), under which incentive stock options, non-qualified stock options, stock grants, stock-based awards, restricted stock, restricted stock units, stock appreciation rights, performance units, performance stock, and other stock or cash awards may be granted. Shares to be issued under the Plan may be authorized and unissued shares, issued shares that have been reacquired by us (in the ~~open-market~~open market or in private transactions), ~~shares that are being held in the treasury,~~ or a combination thereof. The maximum number of shares of common stock approved that may be issued under the Plan is four million shares. Awards may be granted to officers, employees, directors, consultants, advisors, and independent contractors of Photronics or its subsidiaries. In the event of a change in control (as defined in the Plan), the vesting of awards may be accelerated. The Plan, aspects of which are more fully described below, prohibits further awards from being issued under prior plans. ~~We incurred total~~The table below presents information on our share-based compensation expenses ~~of $0.9 million in each of~~for the ~~three month~~three-month periods ended January ~~28, 2018~~29, 2023, and January 30, 2022.

	Three Months Ended
	January 29, 2023		January 30, 2022
Expense reported in:
Cost of goods sold	$	281	$	143
Selling, general, and administrative		1,378		1,180
Research and development		162		134
Total expense incurred	$	1,821	$	1,457

Expense by award type:
Restricted stock awards	$	1,764	$	1,367
Stock options		1		38
Employee stock purchase plan		56		52
Total expense incurred	$	1,821	$	1,457

Income tax benefits of share-based compensation	$	155	$	84
Share-based compensation cost capitalized	$	-	$	-

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Restricted Stock Awards

We periodically grant restricted stock awards, the restrictions on which typically lapse over a service period of one to four years. The fair value of the awards is determined on the date of grant, based on the closing price of our common stock. The table below presents information on our restricted stock awards for the three-month periods ended January 29, ~~2017,~~2023, and we received cash from option exercises of $0.7 million and $1.0 million during those respective periods. No share-based compensation cost was capitalized as part of an asset and no related income tax benefits were recorded during the periods presented.January 30, 2022.

	Three Months Ended
	January 29, 2023		January 30, 2022
Number of shares granted in period		786,500		535,400
Weighted-average grant-date fair value of awards (in dollars per share)	$	16.77	$	19.28
Compensation cost not yet recognized	$	18,526	$	15,106
Weighted-average amortization period for cost not yet recognized (in years)		3.2		3.0
Shares outstanding at balance sheet date		1,374,422		1,128,179

Stock Options

Option awards generally vest in ~~one-to-four~~one to four years and have a ten-year contractual term. All incentive and non-qualified stock option grants must have an exercise price no less than the market value of the underlying common stock on the date of grant. The ~~grant date~~grant-date fair values of options are based on closing prices of our common stock on the dates of grant and are calculated using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of our common stock. We use historical option exercise behavior and employee termination data to estimate expected term, which represents the period of time that ~~the~~ options ~~granted~~ are expected to remain outstanding. The risk-free rate of return for the estimated term of ~~the~~an option is based on the U.S. Treasury yield curve in effect at the date of grant.

The ~~weighted-average inputs and risk-free rates of return used to calculate~~table below presents information on our stock options for the ~~grant date fair value of options issued during the three month~~three-month periods ended January ~~28, 2018~~29, 2023, and January ~~29, 2017, are presented in the following table.~~30, 2022.

Three Months Ended

January 28,
2018

January 29,
2017

Volatility 31.6% 32.2%

Risk free rate of return 2.2% 1.9%

Dividend yield 0.0% 0.0%

Expected term 5.0 years 5.0 years

	Three Months Ended
	January 29, 2023		January 30, 2022
Number of options granted in period		-		-
Cash received from option exercised	$	563	$	3,714
Compensation cost not yet recognized	$	-	$	71
Weighted-average amortization period for cost not yet recognized (in years)		-		1.0

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Information on outstanding and exercisable option awards as of January ~~28, 2018,~~29, 2023, is presented below.

Options Shares
Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life

Aggregate
Intrinsic
Value

Outstanding at January 28, 2018 3,304,820 $ 7.98 5.1 years $ 4,468

Exercisable at January 28, 2018 2,421,655 $ 7.19 3.8 years $ 4,441

Options		Shares				Weighted- Average Exercise Price				Weighted- Average Remaining Contractual Life (in years)				Aggregate Intrinsic Value
Outstanding and exercisable at January 29, 2023			528,551			$	10.11				3.28			$	4,605

We calculate our provision for income taxes at the end of each interim reporting period on the basis of an estimated annual effective tax rate ~~of (23.1%) differs from~~adjusted for tax items that are discrete to each period. The table below sets forth the post U.S. Tax Reform blended statutory rate of 23.4% in the three month period ended January 28, 2018, primarily due to the benefit from U.S. Tax Reform (as discussed below), earnings being taxed at lower statutory rates in foreign jurisdictions, and the benefit of various investment credits in a foreign jurisdiction.

SAB 118 summarizes a three-step process to be applied at each reporting period to account for and qualitatively disclose; (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the tax law for where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the Act.

We continue to analyze the provisions of the Act addressing the net deferred tax asset revaluation and its calculations, the deemed earnings repatriation, including the determination of undistributed non-U.S. earnings, and evaluate potential actions we may consider in light of the Act that could affect our fiscal year of 2018 U.S. taxable income. As such, our accounting for certain elements within the Act is preliminary, and subject to further clarification of the Act by Internal Revenue Service. The following is a discussion of the major provisions of the Act that affect our financial statements, and our preliminary assessment of the impact of such provisions on the statements.

There were unrecognized tax benefits related to uncertain tax positions of $3.7 million at January 28, 2018, and $3.4 million at October 29, 2017, all of which, if recognized, would favorably impact the Company’s effective tax rate. Accrued interest and penalties related to unrecognized tax benefits was $0.1 million at January 28, 2018 and October 29, 2017.

Reporting Period	U.S. Statutory Tax Rates	Photronics Effective Tax Rates	Primary Reasons for Differences

Three months ended January 29, 2023	21.0%	30.3%	Non-recognition of the tax benefit of losses that, in certain jurisdictions, have been offset by valuation allowances; non-U.S. pre-tax income being taxed at higher statutory rates in non-U.S. jurisdictions; and the establishment of uncertain tax positions in non-U.S. jurisdictions.

Three months ended January 30, 2022	21.0%	26.1%	Non-recognition of the tax benefit of losses that, in certain jurisdictions, have been offset by valuation allowances; non-U.S. pre-tax income being taxed at higher statutory rates in non-U.S. jurisdictions; and the establishment of uncertain tax positions in non-U.S. jurisdictions.

Although the timing of ~~the expirations~~reversal of ~~statutes of limitations~~uncertain tax positions may be uncertain, as they can be dependent upon the settlement of tax audits, we believe that ~~it is reasonably possible that up to $1.4 million~~the amount of ~~our~~ uncertain tax positions (including ~~accrued~~ interest and penalties, and net of tax benefits) that may be resolved over the next twelve ~~months.~~months is $0.4 million. Resolution of these uncertain tax positions may result from either or both of the lapses of statutes of limitations and tax settlements. We are no longer subject to tax authority examinations in the U.S., major foreign, or state tax jurisdictions for years prior to fiscal year 2017. The table below presents information on our unrecognized tax benefits as of the balance sheet dates.

	January 29, 2023		October 31, 2022

Unrecognized tax benefits related to uncertain tax positions	$	6,318	$	5,599
Unrecognized tax benefits that, if recognized, would impact the effective tax rate	$	6,318	$	5,599
Accrued interest and penalties related to uncertain tax positions	$	467	$	395

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NOTE 910 - EARNINGS PER SHARE

The ~~calculation~~calculations of basic and diluted earnings per share isare presented below.

	Three Months Ended				Three Months Ended
	January 28, 2018		January 29, 2017		January 29, 2023		January 30, 2022

Net income attributable to Photronics, Inc. shareholders	$	5,898	$	1,946	$	13,986	$	23,064

Effect of dilutive securities		-		-		-		-

Earnings used for diluted earnings per share	$	5,898	$	1,946	$	13,986	$	23,064

Weighted-average common shares computations:
Weighted-average common shares used for basic earnings per share		68,755		68,176		60,894		60,158
Effect of dilutive securities:
Share-based payment awards		617		993		576		778

Potentially dilutive common shares		617		993		576		778

Weighted-average common shares used for diluted earnings per share		69,372		69,169		61,470		60,936

Basic earnings per share	$	0.09	$	0.03	$	0.23	$	0.38
Diluted earnings per share	$	0.09	$	0.03	$	0.23	$	0.38

~~Index~~

The table below ~~shows~~illustrates the outstanding weighted-average share-based payment awards that were excluded from the calculation of diluted earnings per share because their exercise price exceeded the average market value of the common shares for the period or, under application of the treasury stock method, they were otherwise determined to be ~~anti-dilutive.~~antidilutive.

	Three Months Ended
	January 29, 2023		January 30, 2022
Share-based payment awards		268		165
Total potentially dilutive shares excluded		268		165

NOTE 11 - COMMITMENTS AND CONTINGENCIES

As of January 29, 2023, we had commitments outstanding for capital expenditures of approximately $132.0 million, primarily for purchases of high-end equipment.

In May 2022, we were informed of a customs audit in one of our China operations. We estimated a contingency ranging from $2.2 million to $3.7 million, which include unpaid additional customs duties and related interest and penalties for the previous three years (the period under audit). In the three-month period ended May 1, 2022, we recorded a contingent loss of $2.2 million, as we believed this was the most likely outcome. The ~~table also shows convertible notes~~$2.2 million amount was recorded with a charge to Cost of goods sold in the condensed consolidated statements of income and Accrued liabilities in the condensed consolidated balance sheets. In November 2022, upon settlement of the audit, we reversed $1.0 million of the accrual.

We are subject to various other claims that ~~if converted, would be antidilutive.~~arise in the ordinary course of business. We believe that our potential liability under such claims, individually or in the aggregate, will not have a material effect on our consolidated financial statements.

Three Months Ended

January 28,
2018

January 29,
2017

Convertible notes 5,542 -
Share-based payment awards 1,583 993

Total potentially dilutive shares excluded 7,125 993

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NOTE 1012 - CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME BY COMPONENT

The following tables set forth the changes in our accumulated other comprehensive (loss) income by component (net of tax of $0) for the ~~three month~~three-month periods ended January ~~28, 2018~~29, 2023, and January ~~29, 2017.~~30, 2022.

Three Months Ended January 28, 2018

Foreign Currency
Translation
Adjustments

Amortization
of Cash
Flow Hedge
Other Total

Balance at October 30, 2017 $ 7,627 $ (48 ) $ (688 ) $ 6,891
Other comprehensive income (loss) before reclassifications 30,087 - (32 ) 30,055
Amounts reclassified from other comprehensive income - 32 - 32

Net current period other comprehensive income (loss) 30,087 32 (32 ) 30,087
Less: other comprehensive (income)loss attributable to noncontrolling interests (4,866 ) - 16 (4,850 )

Balance at January 28, 2018 $ 32,848 $ (16 ) $ (704 ) $ 32,128

	Three Months Ended January 29, 2023
	Foreign Currency Translation Adjustments			Other			Total

Balance at October 31, 2022	$	(97,790	)	$	(666	)	$	(98,456	)
Other comprehensive (loss) income		90,519			(54	)		90,465
Less: Other comprehensive loss (income) attributable to noncontrolling interests		16,466			(37	)		16,429

Balance at January 29, 2023	$	(23,737	)	$	(683	)	$	(24,420	)

Three Months Ended January 29, 2017

Foreign Currency
Translation
Adjustments

Amortization
of Cash
Flow Hedge
Other Total

Balance at October 31, 2016 $ (6,567 ) $ (177 ) $ (927 ) $ (7,671 )
Other comprehensive income (loss) before reclassifications (614 ) - (20 ) (634 )
Amounts reclassified from other comprehensive income - 32 - 32

Net current period other comprehensive income (loss) (614 ) 32 (20 ) (602 )
Less: other comprehensive (income)loss attributable to noncontrolling interests (1,267 ) - 10 (1,257 )

Balance at January 29, 2017 $ (8,448 ) $ (145 ) $ (937 ) $ (9,530 )

	Three Months Ended January 30, 2022
	Foreign Currency Translation Adjustments			Other			Total

Balance at October 31, 2021	$	21,476		$	(905	)	$	20,571
Other comprehensive (loss) income		(9,831	)		37			(9,794	)
Less: Other comprehensive loss (income) attributable to noncontrolling interests		194			18			212

Balance at January 30, 2022	$	11,451		$	(886	)	$	10,565

~~Index~~

~~NOTE 11 - FAIR VALUE MEASUREMENTS~~

The accounting framework for determining fair value includes a hierarchy for ranking the quality and reliability of the information used to measure fair value, which enables the reader of the financial statements to assess the inputs used to develop those measurements. The fair value hierarchy consists of three tiers as follows: Level 1, defined as quoted market prices (unadjusted) in active markets for identical securities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly; and Level 3, defined as unobservable inputs that are not corroborated by market data.

We did not have any assets or liabilities measured at fair value, on a recurring or a nonrecurring basis, at January 28, 2018 or October 29, 2017. The assets acquired in connection with our acquisition discussed in Note 4 were recorded at fair value.

~~Fair Value of Other Financial Instruments~~

The fair values of our cash and cash equivalents (Level 1 measurements), accounts receivable, accounts payable, and certain other current assets and current liabilities (Level 2 measurements) approximate their carrying value due to their short-term maturities. The fair value of our convertible senior notes is a Level 2 measurement, as it was determined using inputs that were either observable market data, or could be derived from, or corroborated with, observable market data. These inputs included our stock price and interest rates offered on debt issued by entities with credit ratings similar to ours.

~~The table below presents the fair and carrying values of our convertible senior notes at January 28, 2018 and October 29, 2017.~~

January 28, 2018 October 29, 2017
Fair Value Carrying Value Fair Value Carrying Value

3.25% convertible senior notes due 2019 $ 64,486 $ 57,366 $ 67,396 $ 57,337

NOTE 1213 - ~~COMMITMENTS AND CONTINGENCIES~~FAIR VALUE MEASUREMENTS

The fair values of our cash and certain cash equivalents (Level 1 measurements), accounts receivable, accounts payable, and certain other current assets and current liabilities (Level 2 measurements) approximate their carrying values due to their short-term maturities. The fair values of our Short-term investments are Level 1 measurements. (Please refer to “Investments” within Note 2 for additional fair value information on our Short-term investments.) The fair values of certain cash equivalents are Level 2 measurements that are provided by independent third-party pricing services or other independent entities, which may use matrix pricing, valuation models, or other methods which utilize observable market data. The fair values of our variable-rate debt instruments are Level 2 measurements and approximate their carrying values due to the variable nature of their underlying interest rates. Other than our Short-term investments, we did not have any assets or liabilities measured at fair value, on a recurring or a nonrecurring basis, at January 29, 2023, or October 31, 2022.

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NOTE 14 - SHARE REPURCHASE PROGRAMS

In September 2020, the Company’s board of directors authorized the repurchase of up to $100 million of its common stock, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Act. We commenced repurchasing shares under this authorization on September 16, 2020. All of the shares repurchased under this authorization prior to January 30, 2022, have been retired prior to that date. As of January ~~28, 2018,~~29, 2023, $31.7 million was available under this authorization for the ~~Company had commitments outstanding~~purchase of additional shares. The table below presents information on this repurchase program for ~~capital equipment expenditures of approximately $190 million.~~the three-month periods ended January 29, 2023, and January 30, 2022.

	Three Months Ended
	January 29, 2023		January 30, 2022

Number of shares repurchased		-		188
Cost of shares repurchased	$	-	$	2,522
Average price paid per share	$	-	$	13.43

The Company is subject to various claims that arise in the ordinary course of business. We believe that such claims, individually or in the aggregate, will not have a material effect on the condensed consolidated financial statements.

NOTE 1315 - RECENT ACCOUNTING PRONOUNCEMENTS

In December 2017, the Securities and Exchange Commission released Staff Accounting Bulletin No. 118 (“SAB 118”) to address situations where the accounting under ASC Topic 740 – “Income Taxes” is incomplete for certain income tax effects of the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, and changed existing U.S. tax law. We adopted this guidance in our first quarter of fiscal year 2018. Please see Note 8 for a discussion of the effects of adopting this guidance.

Accounting Standards Updates to be Adopted

~~Index~~

In November ~~2016,~~2021, the FASB issued ASU ~~2016-18 “Restricted Cash”~~2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance”, ~~which requires that a statement~~to increase the transparency of ~~cash flows explain~~government assistance including the ~~change during~~disclosure of the ~~period~~types of assistance an entity receives, an entity’s method of accounting for government assistance, and the effect of the assistance on an entity’s financial statements. The guidance in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents shouldthis Update will be ~~included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is~~ effective for Photronics ~~Inc.~~ in its ~~first quarter of~~ fiscal year ~~2019 and should~~2023 Form 10-K, with early application of the amendments allowed. The amendments are to be applied ~~on a retrospective transition basis. Early adoption is permitted, including adoption~~prospectively to all transactions within the scope of the amendments that are reflected in ~~an interim period.~~financial statements at the date of initial application and new transactions that are entered into after the date of initial application or, retrospectively to those transactions. We are currently evaluating the effect ~~that~~the adoption of this ASU ~~will~~may have on our disclosures.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from LIBOR, and other interbank offered rates expected to be discontinued, to alternative reference rates. The guidance in this Update was effective upon its issuance; if elected, it was to be applied prospectively from December 31, 2022. In December 2022, the FASB issued ASU 2022-06 “Deferral of the Sunset Date of Topic 848” which extended the time that the optional expedients and exceptions may be adopted to December 31, 2024. We do not expect the impact of this ASU to be material to our consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16 “Intra-Entity Transfers of Assets Other Than Inventory”, which eliminates the exception of recognizing, at the time of transfer, current and deferred income taxes for intra-entity asset transfers other than inventory. ASU 2016-16 is effective for us in our first quarter of fiscal year 2019 and should be applied on a modified retrospective transition basis. Early adoption is permitted as of the beginning of an annual reporting period for which interim or annual financial statements have not been issued or made available for issuance. We are currently evaluating the effect this ASU will have on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13 “Measurement of Credit Losses”, the main objective of which is to provide more useful information about expected credit losses on financial instruments and other commitments of an entity to extend credit. In support of this objective, the ASU replaces the incurred loss impairment methodology, found in current GAAP, with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU requires a cumulative-effect adjustment as of the beginning of the first reporting period in which the guidance is adopted. ASU 2016-13 is effective for Photronics, Inc. in its first quarter of fiscal year 2021, with early adoption permitted beginning in the first quarter of fiscal year 2019. We are currently evaluating the effect that this ASU will have on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016 – 09 “Improvements to Employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payment transactions including their income tax consequences, classification as either equity or liability awards, classification on the statement of cash flows, and other areas. The method of adoption varies with the different aspects of the Update. Adoption of this guidance in the first quarter of our fiscal year 2018 did not have a material impact on our financial statements.

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”, which requires lessees to recognize right-of-use assets and corresponding liabilities for all leases with an initial term in excess of twelve months. ASU 2016-02 is to be adopted using a modified retrospective approach, which includes a number of practical expedients, that requires leases to be measured and recognized under the new guidance at the beginning of the earliest period presented. The ASU is effective for Photronics, Inc. in the first quarter of fiscal year 2020, with early application permitted. We are currently evaluating the effect that this ASU will have on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers”, which will supersede nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States. The core principle of this ASU is that revenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and assets recognized for costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 by one year and allows entities to early adopt, but no earlier than the original effective date. ASU 2014-09 will now be effective for Photronics, Inc. in the first quarter of our fiscal year 2019. This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10 “Identifying Performance Obligations and Licensing” which amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09.

We anticipate that the adoption of this ASU will result in the accelerated recognition of certain revenue streams as, upon adoption of this Update, some amounts in our work-in process inventory will be considered to represent promised goods transferred to our customers, requiring us to recognize consideration for those transferred goods in amounts we expect to be entitled to receive in exchange for them. However, we cannot currently quantify with reasonable certainty the effect this anticipated acceleration of revenue will have on our consolidated financial statements. We expect to adopt this guidance using the modified retrospective approach.

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Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Management's discussion and analysis ("(“MD~~&A"~~&A”) of the Company's financial condition and results of operations ~~and outlook~~ should be read in conjunction with its condensed consolidated financial statements and related notes. Various ~~segments~~sections of this MD&A contain forward-looking statements, all of which are presented based on current expectations, which may be adversely affected by uncertainties and risk factors (presented throughout this filing and in the Company's ~~Annual Report on~~ Form 10-K for ~~the~~ fiscal ~~2017 year)~~year 2022), that may cause actual results to materially differ from these expectations. See “Forward-Looking Statements”.

We sell substantially all of our photomasks to semiconductor ~~and FPD~~ designers and ~~manufacturers.~~manufacturers, and manufacturers of FPDs. Photomask technology is also being applied to the fabrication of other ~~higher performance~~higher-performance electronic products such as photonics, ~~micro-electronic~~microelectronic mechanical systems, and certain nanotechnology applications. Our selling cycle is tightly interwoven with the development and release of new semiconductor and ~~FPD~~display designs and applications, particularly as they relate to the ~~microeletronic~~semiconductor industry's migration to more advanced product innovation, design methodologies, and fabrication processes. ~~We believe that the~~The demand for photomasks primarily depends on design activity rather than sales volumes from products manufactured using photomask technologies. Consequently, an increase in semiconductor or ~~FPD~~display sales does not necessarily result in a corresponding increase in photomask sales. However, the reduced use of customized ICs, reductions in design complexity, other changes in the technology or methods of manufacturing or designing semiconductors, or a slowdown in the introduction of new semiconductor or ~~FPD~~display designs could reduce demand for photomasks ‒ even if the demand for semiconductors and ~~FPDs~~displays increases. Advances in semiconductor, ~~FPD~~display, and photomask design and ~~semiconductor and FPD~~ production methods that shift the burden of achieving device performance away from lithography could also reduce the demand for photomasks. Historically, the ~~microelectronic~~microelectronics industry has been volatile, experiencing periodic downturns and slowdowns in design activity. These ~~downturns~~negative trends have been characterized by, among other things, diminished product demand, excess production capacity, and accelerated erosion of selling ~~prices.~~prices, with a concomitant effect on revenue and profitability.

We are typically required to fulfill customer orders within a short period of time, sometimes within 24twenty-four hours. This results in a minimal level of backlog, ~~orders,~~ typically ~~one to two weeks of backlog for IC photomasks and~~ two to three weeks of backlog for FPD photomasks and one to two weeks for IC photomasks. However, the demand for some IC photomasks has expanded beyond the industry’s capacity to supply them within the traditional time period; thus, for some products, the backlog can expand to as long as two to three months.

The global semiconductor and FPD industries are driven by end markets which have been closely tied to consumer-driven applications of ~~high performance~~high-performance devices, including, but not limited to, mobile display devices, mobile communications, and computing solutions. While we cannot predict the timing of the industry's transition to volume production of next-generation technology nodes, or the timing of up and ~~down cycles~~down-cycles with precise accuracy, we believe that such transitions and cycles will continue into the future, beneficially and adversely affecting our business, financial condition, and operating results as they occur. We believe our ability to remain successful in these environments is dependent upon the achievement of our goals of being a service and technology leader and efficient solutions supplier, which we believe should enable us to continually reinvest in our global infrastructure.

~~In the first quarter of fiscal 2018, we announced the successful closing~~Impact of the ~~China joint venture agreement with Dai Nippon Printing Co., Ltd. (“DNP”),~~COVID-19 Pandemic

All of our facilities have continued to operate throughout the COVID-19 pandemic. However, since shortly after it was first identified near the end of calendar year 2019, the pandemic has had an impact on our business in a number of ways including customer shutdowns, which led to delays in new photomask design releases, and travel restrictions, which delayed tool installations and servicing. To date, we had agreed to enter into and announced in the third quarter of fiscal 2017. Under the agreement, our wholly-owned Singapore subsidiary owns 50.01% of the joint venture, which is named Photronics DNP Mask Corporation Xiamen (PDMCX), and a subsidiary of DNP owns the remaining 49.99%. The financial results of the joint venture are included in the Photronics, Inc. consolidated financial statements. See Note 5 of the condensed consolidated financial statements for additional information on the joint venture.have not experienced significant raw material shortages; however, supply-chain disruptions could potentially delay or prevent us from fulfilling customer orders.

In the fourth quarter of fiscal 2017, we announced that Photronics UK, Ltd., our wholly owned subsidiary, signed an investment agreement with the Hefei State Hi-tech Industry Development Zone to establish a manufacturing facility in Hefei, China. Under the terms of the agreement, through our subsidiary, we will invest a minimum of $160 million, a portion of which may be funded with local borrowings, to build and operate a research and development and manufacturing facility for high-end and mainstream FPD photomasks. The Hefei State Hi-tech Industry Development Zone will provideAt certain investment incentives and support for this facility, which will have initial capability to produce up to G10.5+ large area masks and AMOLED products. Construction began in late 2017 and production is anticipated to commence in 2019.

In the fourth quarter of fiscal 2016, Photronics Singapore Pte, Ltd., a wholly owned subsidiary, signed an investment agreement with the Administrative Committee of Xiamen Torch Hi-Tech Industrial Development Zone (Xiamen Torch) to establish an IC manufacturing facility in Xiamen, China. Under the terms of the agreement, we will build and operate an IC facility to engage in research and development, manufacture and sale of photomasks, in return for which Xiamen Torch will provide certain investment incentives and support. This expansion is also substantially supported by customer commitments for its output. As discussed above, in the first quarter of fiscal 2018, we entered into a joint venture agreement with DNP, under which they obtained a 49.99% ownership interest in this facility. The total investment, per the agreement, is $160 millionfacilities, employees not required to be ~~funded over the next several years with cash and local borrowings. Construction began in 2017 and~~on-site to maintain production ~~is anticipated~~have worked remotely at various times ‒ either at our discretion or due to ~~start in 2019.~~government mandates. The implementation of these measures has not materially affected our operations.

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~~Index~~Table of Contents

~~Material Changes in~~ Results of Operations

Three Months ~~ended January 28, 2018, October 29, 2017 and~~Ended January 29, ~~2017~~2023

The following table ~~represents~~presents selected operating information expressed as a percentage of ~~net sales.~~revenue. The columns may not foot due to rounding.

	Three Months Ended									Three Months Ended
	January 28, 2018			October 29, 2017			January 29, 2017			January 29,			October 31,			January 30,
										2023			2022			2022
Revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold		(77.6	)		(78.1	)		(79.1	)		64.0			61.8			68.5
Gross profit											36.0			38.2			31.5

Gross profit		22.4			21.9			20.9
Selling, general and administrative expenses		(9.5	)		(8.4	)		(9.9	)
Research and development expenses		(3.3	)		(3.2	)		(3.1	)
Operating expenses:
Selling, general, and administrative											8.0			7.5			8.3
Research and development											1.6			1.9			3.1
Operating income											26.5			28.8			20.1

Operating income		9.6			10.3			7.9
Other income (expense), net		(3.4	)		0.4			(1.9	)
Non-operating income (expense), net											(6.8	)		5.1			2.5

Income before income taxes		6.2			10.7			6.0
Income tax benefit (provision)		1.5			(2.0	)		(1.9	)
Income before income tax provision											19.7			33.9			22.6

Income tax provision											6.0			7.6			5.9

Net income		7.7			8.7			4.1			13.7			26.3			16.7

Net income attributable to noncontrolling interests		(2.9	)		(4.2	)		(2.3	)		7.1			8.7			4.6

Net income attributable to Photronics, Inc. shareholders		4.8	%		4.5	%		1.8	%		6.6	%		17.6	%		12.2	%

Note:All oftabular comparisons included in the following ~~tabular comparisons,~~discussion, unless otherwise indicated, are for the ~~three months~~three-month periods ended January ~~28, 2018~~29, 2023 (Q1 ~~FY18)~~FY23), October ~~29, 2017~~31, 2022 (Q4 ~~FY17)~~FY22), and January ~~29, 2017~~30, 2022 (Q1 ~~FY17)~~FY22), in millions of ~~dollars.~~dollars, except number of shares (in thousands) and per share amount. The columns may not foot due to rounding.

Revenue

Q1 FY18 FROM Q4 FY17 Q1 FY18 FROM Q1 FY17

Revenue in
Q1 FY18

Percent
Change

Increase
(Decrease)

Revenue in
Q1 FY18

Percent
Change

Increase
(Decrease)

IC
High-end $ 33.4 9.6 % $ 2.9 $ 33.4 50.6 % $ 11.2
Mainstream 62.3 (5.0 %) (3.3 ) 62.3 (3.0 %) (1.9 )

Total $ 95.7 (0.4 %) $ (0.4 ) $ 95.7 10.7 % $ 9.3
FPD
High-end $ 18.7 9.6 % $ 1.7 $ 18.7 8.9 % $ 1.5
Mainstream 9.0 15.4 % 1.2 9.0 45.3 % 2.8

Total $ 27.7 11.4 % $ 2.9 $ 27.7 18.5 % $ 4.3

Total Revenue $ 123.4 2.0 % $ 2.5 $ 123.4 12.4 % $ 13.6

Revenue increased 2.0% in Q1 FY18, compared with Q4 FY17, mainly due to increased FPD and high-end IC revenues, partially offset by decreased mainstream IC sales. The high-end IC increase was driven by sales of high-end logic to Asian foundries. For FPD, demand for LCD masks improved as our customers released new designs in an effort to improve factory utilization. Sales of mainstream IC products were down due to seasonal softness.

Revenue increased 12.4% in Q1 FY18, compared with Q1 FY17, mainly due to increased FPD and high-end IC revenues, partially offset by decreased mainstream IC sales. The high-end IC increase was driven by high-end logic and memory sales to Asian foundries, as demand in the prior year had been soft for these products. For FPD, demand of LCD masks improved as our customers released new designs in an effort to improve factory utilization. Mainstream IC demand was softer compared to last year.

~~Index~~

In Q1 FY18, we changed the threshold for the definition of high-end IC, from 45 nanometer or smaller to 28 nanometer or smaller, to reflect the overall advancement of technology in the semiconductor industry. All comparisons to prior period results in this MD&A reflect this modification. Our definition of high-end FPD products remains as G8 and above and active matrix organic light-emitting diode (AMOLED) display screens. High-end photomasks typically have higher ASPs than mainstream products.

The revenue momentum at the end of 2017 has continued into 2018. We anticipate that most of our high-end markets should continue to grow in Q2 FY18, the exception being high-end logic where, given the increase in business that we have experienced during the last two quarters, there may be a pause.

Our quarterly revenues can be affected by the seasonal purchasing ~~tendencies~~practices of our customers. As a result, demand for our products is typically ~~negatively impacted~~reduced during the first ~~and sometimes the second, quarters~~quarter of our fiscal year by the North American, European, and Asian holiday periods, as some of our customers reduce their development and, consequently, their buying activities during those periods.

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The following tables present changes in disaggregated revenue in Q1 FY23 from revenue in prior reporting periods.

Quarterly Changes in Revenue by Product Type

	Q1 FY23 compared with Q4 FY22								Q1 FY23 compared with Q1 FY22
	Revenue in		Increase			Percent			Increase			Percent
	Q1 FY23		(Decrease)			Change			(Decrease)			Change
IC
High-end *	$	48.0	$	3.6			8.2	%	$	1.1			2.3	%
Mainstream		108.6		(3.3	)		(2.9	)%		25.7			31.1	%

Total IC	$	156.6	$	0.3			0.2	%	$	26.8			20.7	%

FPD
High-end *	$	45.7	$	2.3			5.3	%	$	(0.6	)		(1.3	)%
Mainstream		8.8		(1.8	)		(17.2	)%		(5.0	)		(36.1	)%

Total FPD	$	54.5	$	0.5			0.8	%	$	(5.6	)		(9.3	)%

Total Revenue	$	211.1	$	0.8			0.4	%	$	21.2			11.2	%

* High-end photomasks typically have higher average selling prices (ASPs) than mainstream products.

Quarterly Changes in Revenue by Geographic Origin**

	Q1 FY23 compared with Q4 FY22								Q1 FY23 compared with Q1 FY22
	Revenue in		Increase			Percent			Increase			Percent
	Q1 FY23		(Decrease)			Change			(Decrease)			Change
Taiwan	$	75.6	$	(0.7	)		(0.9	)%	$	7.7			11.4	%
China		58.9		6.5			12.4	%		13.0			28.2	%
Korea		37.8		(0.2	)		(0.3	)%		(1.7	)		(4.3	)%
United States		29.9		(4.1	)		(12.1	)%		2.7			10.0	%
Europe		8.4		(0.6	)		(6.7	)%		(0.5	)		(5.2	)%
Other		0.5		(0.1	)		(21.4	)%		-			0.2	%
	$	211.1	$	0.8			0.4	%	$	21.2			11.2	%

** This table disaggregates revenue by the location in which it was earned.

Revenue in Q1 FY23 was $211.1 million, representing an increase of 0.4% compared with Q4 FY22 and 11.2% from Q1 FY22.

IC photomask revenue increased 0.2% and 20.7% in Q1 FY23, compared with Q4 FY22 and Q1 FY22, respectively. These increases were driven by continued strong demand in Asia, resulting from robust design activity for high-end products, and increased pricing and continued strong demand for mainstream products used for computer chips used in the production of consumer goods, products considered part of the “internet-of-things”, 5G wireless technology applications, and cryptocurrency mining.

The increase from Q4 ~~FY17~~FY22 is due to increased high-end demand, particularly in Asia, more than offsetting limited softness in mainstream. Although somewhat softer, mainstream demand remains strong, due to the proliferation of IC’s. This strong demand continues to strain the photomask industry’s mainstream tool capacity, thereby providing the conditions that support a favorable pricing environment. This has enabled us to maintain increased selling prices, though expediting premiums that customers pay to accelerate deliveries have decreased. The increase from Q1 FY22, is driven by continued strong growth in Asia and the U.S. for high-end products, increased pricing and continued growth for mainstream products.

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FPD revenue increased 0.8% and decreased 9.3% in Q1 FY23, compared with Q4 FY22 and Q1 ~~FY17~~FY22, respectively. The increase from Q4 FY22 is driven by increased high-end demand more than offsetting lower mainstream demand. High-end growth came from improved G10.5+ demand and continued strength in mobile displays. The decrease from Q1FY22 is primarily due to ~~Q1 FY18 by geographic area:~~softer mainstream demand, and lower G10.5+ demand that offset an increase in AMOLED. We believe that strong demand for AMOLED photomasks used in mobile devices will continue, as expected technology advances drives increasing overall demand for higher-value masks.

Q1 FY18 FROM Q4 FY17 Q1 FY18 FROM Q1 FY17

Revenue in
Q1 FY18

Percent
Change

Increase
(Decrease)

Revenue in
Q1 FY18

Percent
Change

Increase
(Decrease)

Taiwan $ 56.5 2.7 % $ 1.5 $ 56.5 21.6 % $ 10.0
Korea 33.0 14.0 % 4.0 33.0 8.9 % 2.7
United States 25.0 (5.5 )% (1.5 ) 25.0 5.9 % 1.4
Europe 8.5 (12.8 )% (1.2 ) 8.5 (2.8 )% (0.2 )
Other 0.4 (48.7 )% (0.4 ) 0.4 (44.8 )% (0.3 )

$ 123.4 2.0 % $ 2.4 $ 123.4 12.4 % $ 13.6

Gross ~~Profit~~Margin

	Three Months Ended
		Q1 FY18			Q4 FY17		Percent Change				Q1 FY17		Percent Change									Percent						Percent
																Q1 FY23			Q4 FY22			Change			Q1 FY22			Change
Gross profit	$	27.7		$	26.4			4.6	%	$	23.0			20.3	%	$	76.1		$	80.3			(5.2	)%	$	59.9			27.1	%
Gross margin		22.4	%		21.9	%					20.9	%					36.0	%		38.2	%					31.5	%

Gross ~~profit and gross~~ margin ~~both increased~~decreased by 2.2 percentage points in Q1 ~~FY18~~FY23, from Q4 ~~FY17~~FY22, despite a slight increase in revenue, primarily as a result of unfavorable product mix and lower expediting premiums that customers pay to accelerate deliveries. Material costs increased 2.9% from the prior quarter, and increased, as a percentage of revenue, by 60 basis points. Labor costs remained flat, and ~~reduced labor~~as a percentage of revenue. Equipment and other overhead costs ~~with~~increased 6.3% and increased 160 basis points as a percentage of revenue.

Gross margin increased by 4.5 percentage points in Q1 FY23, from Q1 FY22, primarily as a result of the ~~greatest reductions experienced~~increase in revenue from the prior year quarter. Material costs decreased 1.0% from the prior year quarter, and decreased 301 basis points, as a percentage of revenue. Labor and benefits costs increased 14.2% from the prior year quarter and increased 30 basis points as a percent of revenue, as labor increased in both the U.S. and at several Asia-based facilities, reflecting labor market conditions. Equipment and other overhead costs increased 4.5% but decreased 180 basis points, as a percentage of revenue. Increased outsourced manufacturing costs, partially offset by decreased depreciation and equipment maintenance expenses, were the most significant contributors to the net increase in equipment ~~maintenance~~ and ~~outsourced manufacturing~~other overhead costs. These reductions were somewhat offset by increased material costs. Gross profit and gross margin increased in Q1 FY18, compared with Q1 FY17, primarily due to an increase in overall revenue, which was predominantly driven by increased sales of high-end IC photomasks. We operate in a high fixed cost environment and, to the extent that our revenues and utilization increase or decrease, our gross margin and gross profit will generally be positively or negatively impacted.

~~Index~~

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were $16.8 million in Q1 FY23, compared with $15.7 million in Q4 FY22. The increase of $1.1 million was primarily the result of increased compensation and related benefits and payroll tax expenses in the U.S. of $1.1 million. Selling, general, and administrative expenses increased ~~by $1.6 million, or 15.4%, to $11.8~~$1.1 million in Q1 ~~FY18,~~FY23, from $10.2 million in Q4 FY17, primarily due to bad debt reserve adjustments that occurred in the prior quarter and increased professional fees in the current quarter. Selling, general and administrative expenses increased in Q1 FY18 by $0.9 million, or 8.1%, to $11.8 million, from $10.9$15.7 million in Q1 ~~FY17,~~FY22, primarily as a result of increased compensation and related expenses of $0.9 million and increased professional fees ~~freight,~~of $0.2 million.

Research and ~~travel~~Development Expenses

Research and development expenses, which ~~increased~~primarily consist of development and qualification efforts related to process technologies for high-end IC and FPD applications, were $3.3 million in Q1 FY23, $4.0 million in Q4 FY22, and $5.9 million in Q1 FY22. Research and development expenses decreased from all prior periods as a result of decreased development activities ~~related~~in the U.S.

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Non-operating Income (Expense)

	Q1 FY23			Q4 FY22			Q1 FY22
Foreign currency transactions impact, net	$	(16.9	)	$	10.4		$	5.3
Interest expense, net		(0.1	)		(0.4	)		(0.9	)
Interest income and other income (expense), net		2.6			0.8			0.3

Non-operating income (expense), net		(14.4	)		10.8			4.7

Non-operating income (expense) decreased $25.2 million to ~~our expansion into China.~~

~~Research and Development~~

Research and development expenses primarily consist of development efforts related to high-end process technologies for 28nm and below IC nodes, G8 and above FPDs, and AMOLED applications. Research and development expenses increased by $0.3 million, or 6.9%, to $4.1$(14.4) million in Q1 ~~FY18 from $3.8~~FY23, compared with $10.8 million in Q4 ~~FY17, and by $0.6 million, or 17.8%, from Q1 FY17, with both~~FY22, primarily due to unfavorable movements of the ~~increases primarily resulting from~~South Korean won and the New Taiwan dollar against the U.S. dollar exceeding a favorable movement of the RMB against the U.S. dollar. Interest income and other income (expense) increased ~~customer qualification costs for high-end IC reticles in the U.S.~~

~~Other Income (Expense), net~~

Three Months Ended
Q1 FY18 Q4 FY17 Q1 FY17

Interest income and other income (expense), net $ (3.5 ) $ 1.1 $ (1.5 )
Interest expense (0.6 ) (0.6 ) (0.6 )

Other income (expense), net $ (4.1 ) $ 0.5 $ (2.1 )

~~Other income (expense), net decreased~~to $2.3 million in Q1 ~~FY18 by $4.6~~FY23, compared with $0.8 million in Q4 FY22, and ~~$2.0~~$0.3 million ~~from Q4 FY17 and~~in Q1 ~~FY17, respectively. The decreases were primarily the~~FY22 as a result of ~~significant~~Treasury Securities purchased in Q4 FY22.

Non-operating income (expense) decreased $19.1 million to $(14.4) million in Q1 FY23, compared with $4.7 million in Q1 FY22. Unfavorable movement of the New Taiwan dollar and less favorable movement of the South Korean won against the U.S. dollar exceeding favorable movements of the RMB were the primary drivers of the negative impact of foreign currency ~~losses~~transactions. Interest expense decreased as a result of our lower average debt balance, which decreased significantly as a result of early repayments made in ~~Q1 FY18, while in Q4 FY17, we recognized a net gain, and in Q1 FY17, we recognized a more moderate loss from our cross-currency transactions.~~FY22.

Income Tax ~~Benefit (Provision)~~Provision

	Three Months Ended									Q1 FY23			Q4 FY22			Q1 FY22
		Q1 FY18			Q4 FY17			Q1 FY17

Income tax benefit (provision)	$	1.8		$	(2.5	)	$	(2.1	)
Income tax provision										$	12.6		$	16.1		$	11.2
Effective income tax rate		(23.1	)%		19.0	%		31.3	%		30.3	%		22.5	%		26.1	%

The effective income tax rate is sensitive to the jurisdictional mix of earnings, due in part to the non-recognition of tax benefits on losses in jurisdictions with valuation ~~allowances.~~ allowances where the tax benefits of the losses are not available.

The effective income tax rate ~~decrease~~increase in Q1 ~~FY18,~~FY23, compared with Q4 FY22, is primarily due to changes in the jurisdictional mix of earnings and an increase in foreign taxes in Q1 FY23.

The effective income tax rate increase in Q1 FY23, compared with Q1 ~~FY17 and Q4 FY17,~~FY22, is primarily ~~attributable~~due to changes in the ~~recognition~~jurisdictional mix of $3.9 million of previously unrecognized deferred tax benefits related to alternative minimum tax credits as a result of the U.S. Tax Cuts and Jobs Act ("Act"), which was signed into law on December 22, 2017 (See Note 8 to the condensed consolidated financial statements for further information),earnings and an increase ~~of deferred tax assets of $0.2 million, which was the result of an increase~~ in ~~the Taiwan tax rate. These benefits were partially offset by a higher percentage of income before income~~foreign taxes ~~being generated~~ in jurisdictions where we recorded income tax provisions which, due to valuation allowances, were not offset by income tax benefits recorded in jurisdictions in which we incurred losses before income taxes.Q1 FY23.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests was ~~$3.6~~$15.0 million in Q1 ~~FY18, which represented a decrease of $1.5~~FY23, compared with $18.2 million in Q4 FY22, and ~~an increase of $1.0~~$8.7 million in Q1 FY22. The increases from ~~Q4 FY17 and~~ Q1 ~~FY17, respectively. The changes~~FY22 to Q1 FY23 resulted from ~~both comparative periods were due to changes in~~increased net income at our Taiwan-based and China-based IC ~~manufacturing facility in Taiwan, in which we hold a 50.01% ownership interest.~~joint ventures.

~~Index~~

Liquidity and Capital Resources

~~Our working capital at the end of Q1 FY18 was $404.3 million, compared with $367.3 million at the end of Q4 FY17, and our cash~~Cash and cash equivalents ~~increased in Q1 FY18 by $40.5~~ were $334.8 million ~~from $308.6~~and $319.7 million atas of January 29, 2023, and October 29, 2017. Favorable effects of foreign currency exchange rates contributed $9.7 million to our increase in cash in Q1 FY18. Net cash provided by operating activities was $30.9 million in Q1 FY18, compared with $31.5 million in Q1 FY17, as increased net income and noncash expenses were exceeded by net cash consumed by operating assets and liabilities by $0.7 million. Net cash used in investing activities was $11.1 million in Q1 FY18, a decrease of $4.3 million from the $15.4 million used in Q1 FY17. The decrease was primarily attributable to cash of $5.4 million used to acquire a business in Q1 FY17, which was somewhat offset by a $1.4 million increase in purchases of property, plant and equipment in Q1 FY18. Cash flows from financing activities increased from funds used of $0.2 million in Q1 FY17 to $11.2 million provided in Q1 FY18, primarily due to the receipt of $12.0 million from a noncontrolling interest for their investment in our recently established IC business in China.

31, 2022, respectively. As of ~~January 28, 2018 and October 29, 2017, our~~the most recent balance sheet date, total cash and cash equivalents included ~~$213.3~~$315.7 million held by foreign subsidiaries. Net Cash, a non-GAAP financial measure as defined and discussed in the Non-GAAP Financial Measures section below, was $340.2 million and ~~$190.0~~$316.2 million ~~respectively, held by~~as of January 29, 2023, and October 31, 2022, respectively. Our primary sources of liquidity are our ~~foreign subsidiaries.~~

cash on hand, cash we generate from operations, and borrowing capacity we have available from financial institutions.Our corporate credit ~~facility, which expires in December 2018,~~agreement has a $50 million borrowing limit, with an expansion capacity to ~~$75~~$100 million. Although we have not accessed funds under our corporate credit facilities since 2011, it continues to afford us financial flexibility. In addition, in China, we currently have approximately $25.0 million ~~and is secured by substantially all~~ of ~~our assets located in~~borrowing capacity to support local operations. See Note 6 to the ~~United States and the common stock of certain foreign subsidiaries. The credit facility is subject to a minimum interest coverage ratio, total leverage ratio and minimum unrestricted cash balance~~condensed consolidated financial ~~covenants, all of which we were in compliance with at January 28, 2018. We had no outstanding borrowings against the credit facility at January 28, 2018, and $50 million was available~~statements for ~~borrowing. The interest rate on the credit facility (2.82% at January 28, 2018) is based~~additional information on our ~~total leverage ratio at LIBOR plus a spread, as defined in the credit facility.~~currently available financing.

Table of ~~January 28, 2018, we had capital commitments outstanding of approximately $190 million.~~ Contents

We ~~intend to finance~~continually evaluate alternatives for efficiently funding our capital expenditures ~~with~~and ongoing operations. These reviews may result in our ~~working capital,~~engagement in a variety of investing and financing transactions, in the transfer of cash ~~generated from operations, and, if necessary, additional borrowings. We have entered into a joint venture that is constructing an IC facility~~among subsidiaries, and/or the repatriation of cash to the U.S. The transfer of funds among subsidiaries could be subject to foreign withholding taxes; in ~~China with an estimated total investment~~certain jurisdictions, repatriation of ~~$160 million. Our remaining funding commitment for~~these funds to the ~~joint venture is approximately $68 million, over the next several years. We have also commenced construction of an FPD facility in China, in which we will invest $160 million over that same period.~~U.S. may subject them to U.S. state income taxes and/or local country withholding taxes. We believe that our ~~cash on hand, cash generated from operations and amounts~~liquidity, including available ~~to borrow will be~~financing, is sufficient to meet our requirements through the next twelve months and thereafter for the foreseeable future. Through the utilization of our existing liquidity, cash ~~requirements~~we generate from operations, short-term investments, and (potentially) our borrowing capacity under our financing arrangements, we plan to continue to invest in our business, with our investments targeted to align with our customers’ technology road maps. We may also elect to use our cash to reduce our debt through early repayments. In addition, we stand ready to invest in mergers, acquisitions, or strategic partnerships, should a suitable opportunity arise.

We estimate capital expenditures for full year FY23 will be approximately $130 million; these investments will be targeted towards high-end and mainstream IC capacity and efficiency, and enable us to support our customers’ near-term demands. As of January 29, 2023, we had outstanding capital commitments of approximately $132.0 million and recognized liabilities related to capital equipment purchases of approximately $14.9 million. Although payment timing could vary, primarily as a result of the timing of tool delivery, installation, and testing, we currently estimate that we will fund $61.0 million of our total $147.0 million committed and recognized obligations for capital expenditures over the next twelve months. ~~We regularly review~~Please refer to Note 6 to the ~~availability and terms at which~~condensed consolidated financial statements for information on our outstanding debt.

In September 2020, the Company’s board of directors authorized the repurchase of up to $100 million of its common stock, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Act. This authorization does not obligate the Company to repurchase any dollar amount or number of shares of common stock. As of January 29, 2023, our current share repurchase program had approximately $31.7 million remaining under its authorization. Depending on market conditions, we ~~might issue~~may utilize some or the entire remaining approved amount to reacquire additional ~~equity or debt securities~~shares. On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted in the ~~public or private markets. However, we cannot assure~~U.S. Among other provisions, the IRA included a one percent excise tax on corporate share repurchases. The one percent excise tax on share repurchases applies to shares repurchased after December 31, 2022, and excludes repurchases under $1 million. We do not anticipate that additional sources of financing would be available to us on commercially favorable terms, should our capital requirements exceed our existing cash, cash generated by operations, and cash available under our credit facility.

~~Our liquidity, as we operate in~~the IRA will have a ~~high fixed cost environment, is highly dependent~~material effect on our ~~revenue, cash conversion cycle, and~~liquidity.

As discussed in Note 5 to the ~~timing of our capital expenditures (which can vary significantly from period to period). Depending on conditions in~~condensed consolidated financial statements, DNP, the semiconductor and FPD markets, our cash flows from operations and current holdings of cash may not be adequate to meet our current and long-term needs for capital expenditures, operations and debt repayments. Historically, in certain years, we have used external financing to fund these needs. Due to conditions in the credit markets and covenant restrictions on our existing debt, some financing instruments we have used in the past may not be available to us when required. Consequently, we cannot assure that additional sources of financing would be available to us on commercially favorable terms, should our long-term cash requirements exceed our existing cash and cash available under our credit facility.

~~Off-Balance Sheet Arrangements~~

In January 2018, Photronics, through its wholly-owned Singapore subsidiary, and DNP, through its wholly owned subsidiary “DNP Asia Pacific PTE, Ltd.” entered into a joint venture under which DNP obtained a 49.99%noncontrolling interest in our ~~IC business in Xiamen, China. The~~China-based joint venture known as “Photronics DNP Mask Corporation Xiamen” ( “PDMCX”), was established to develop and manufacture photomasks for leading edge and advanced generation semiconductors. Under the Joint Venture Operating Agreement of Photronics DNP Mask Corporation Xiamen (“the Agreement”), DNP is afforded,has, under certain circumstances, the right to put its interest in ~~PDMCX~~the joint venture to Photronics. These circumstances include disputes regarding the strategic direction of PDMCX, that arise after the initial two year term of the Agreement, that cannot be resolved between the two parties. In addition, both Photronics, ~~and DNP have the option~~or to purchase ~~or put, their~~our interest ~~from, or to,~~in the ~~other party, should their ownership interest fall below 20% for a period of more than six consecutive months.~~joint venture. Under all such circumstances, the ~~sales~~sale of ~~ownership interests~~DNP’s interest would be at ~~the exiting party’s~~its ownership percentage of the joint venture’s net book value, with closing to take place within three business days of obtaining required approvals and clearance. ~~Should DNP exercise an option to put their, or purchase our, interest in PDMCX we may, depending on the relationship~~As of the ~~fair~~date of issuance of this report, DNP had not indicated its intention to exercise this right. As of January 29, 2023, Photronics and ~~book value of PDMCX's~~DNP each had net ~~assets, incur a loss.~~

~~In April 2014, we acquired a 50.01% controlling interest of PDMC, our IC manufacturing facility located~~investments in ~~Taiwan. Under the PDMC~~this joint venture of approximately $106.3 million.

Table of Contents

Cash Flows

	Q1 FY23			Q1 FY22
Net cash provided by operating activities	$	27.7		$	59.1
Net cash used in investing activities	$	(30.2	)	$	(19.2	)
Net cash used in financing activities	$	(9.7	)	$	(0.3	)

Operating Activities:Net cash provided by operating ~~agreement~~activities reflects net income adjusted for certain non-cash items, including depreciation and amortization, share-based compensation, and the ~~shareholders~~impacts of ~~PDMC may be requested~~cash from changes in operating assets and liabilities. Net cash provided by operating activities decreased by $31.4 million in Q1 FY23, compared with Q1 FY22, due to ~~make additional~~decreased net income and cash generated from changes in working capital.

Free Cash Flow and LTM (“Last Twelve Months”) Free Cash Flow, which are non-GAAP financial measures as discussed in the “Non-GAAP Financial Measures” section below, decreased by $42.3 million and increased by $45.9 million, respectively, compared with Q1 FY23, primarily due to the decrease in Net cash provided by operating activities discussed above and a reduction in spending on property, plant, and equipment.

Investing Activities:Net cash flows used in investing activities primarily consisted of purchases of property, plant, and equipment of $31.1 million, which increased $11.9 million in Q1 FY23, compared with Q1 FY22. The increased spending on property, plant, and equipment was partially offset by a $1.0 million increase in investment related government incentives received in China.

Financing Activities:Net cash flows used in financing activities primarily consist of share repurchases, proceeds from and repayments of debt, and contributions from noncontrolling interests. Net cash used in financing activities increased by $9.4 million in Q1 FY23, compared with Q1 FY22, primarily due to ~~PDMC. In~~contributions from noncontrolling interests in our majority owned subsidiaries in Taiwan and China of $15.0 million in Q1 FY22 and decreased debt repayments of $6.0 million.

The increase in our cash balance from Q1 FY22 was favorably impacted by the ~~event that PDMC requests additional capital from its shareholders, we may,~~effects of exchange rate changes in ~~order to maintain a 50.01% ownership interest, be required to make such contributions to PDMC. The PDMC operating agreement limits~~ the amount of contributions that may be requested during both PDMC’s first four years and during any individual year within those first four years. As of January 28, 2018, we had not been requested to make any additional capital contributions to PDMC.

~~We lease certain office facilities and equipment under operating leases that may require us to pay taxes, insurance and maintenance expenses related~~$27.5 million in Q1 FY23, which was in contrast to the ~~properties. Certain~~$2.0 million unfavorable impact the effects of exchange rate changes had on our cash balance in Q1 FY22.

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 financial tables below reconcile Photronics, Inc. financial results under GAAP to non-GAAP financial information. We believe these ~~leases contain renewal~~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 ~~purchase options exercisable at~~be used as a substitute for, net income attributable to Photronics, Inc. shareholders, diluted earnings per share, 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 ~~end~~calculation of their closest GAAP equivalent, are significant components of the ~~lease terms.~~condensed consolidated statements of income, condensed consolidated balance sheets and statement of cash flows and must be considered in performing a comprehensive assessment of overall financial performance.

2230

~~Index~~Table of Contents

The following table reconciles GAAP to Non-GAAP Income at the balance sheet dates. The columns may not foot due to rounding.

	Q1 FY23			Q4 FY22			Q1 FY22
Reconciliation of GAAP to Non-GAAP Net Income:

GAAP Net Income attributable to Photronics, Inc. shareholders	$	14.0		$	37.1		$	23.1
FX (gain) loss		16.9			(10.4	)		(5.3	)
Estimated tax effects of above		(4.5	)		2.5			1.3
Estimated noncontrolling interest effects of above		(2.1	)		2.0			0.1
Non-GAAP Net Income attributable to Photronics, Inc. shareholders	$	24.4		$	31.2		$	19.2


Weighted-average number of common shares outstanding - Diluted		61,470			61,374			60,936

Reconciliation of GAAP to Non-GAAP EPS:

GAAP diluted earnings per share	$	0.23		$	0.60		$	0.38
Effects of the above adjustments	$	0.17		$	(0.10	)	$	(0.06	)
Non-GAAP diluted earnings per share	$	0.40		$	0.51		$	0.32

The following tables reconcile Net cash provided by operating activities to Free Cash Flow for Q1 FY23 and Q1 FY22 and present the calculations of LTM Free Cash Flow for Q1 FY23 and Q1 FY22. The columns may not foot due to rounding.

	Q1 FY23			Q1 FY22
Free Cash Flow
Net cash provided by operating activities	$	27.7		$	59.1
Purchases of property, plant, and equipment		(31.1	)		(19.2	)
Government incentives		1.0			-
Free cash flow	$	(2.4	)	$	39.9

	Q1 FY23			Q1 FY22
LTM Free Cash Flow
First three months of the respective fiscal year	$	(2.4	)	$	40.0
Prior fiscal year		166.5			47.4
First three months of the prior year		(40.0	)		(9.2	)
LTM free cash flow	$	124.1		$	78.2

Table of Contents

The following table reconciles Cash and cash equivalents to Net Cash at the balance sheet dates. The increase in Net Cash was primarily driven by an increase in Net cash provided by operating activities and decreased spending on property, plant, and equipment, as discussed above. The columns may not foot due to rounding.

	As of
	January 29,			October 31,
	2023			2022
Net Cash
Cash and cash equivalents	$	334.8		$	319.7
Short-term investments		39.2			38.9
Current portion of Long-term debt		(6.5	)		(10.0	)
Long-term debt		(27.3	)		(32.3	)
Net cash	$	340.2		$	316.2

Business Outlook

~~A majority~~Our current business outlook and guidance was provided in the Photronics Q1 FY23 earnings release, earnings presentation, and financial results conference call, but is not incorporated herein. These can be accessed in the investor section of our revenue growth is expected to continue to come from the Asian region, predominantly in China. In response to this expectation, we have entered into a joint venture that will complete the construction of an IC research and development and manufacturing facility in Xiamen, China, in late 2018. Production is anticipated to begin at this facility in 2019. In addition, in August 2017, we entered into an investment agreement to construct an FPD manufacturing facility in Hefei, China. Construction of this facility commenced in Q1 FY18, and production is anticipated to begin in 2019.website - www.photronics.com.

We continue to assess our global manufacturing strategy and monitor our revenue and related cash flows from operations. This ongoing assessment could result in future facility closures, asset redeployments, additional impairments of intangible or long-lived assets, workforce reductions, or the addition of increased manufacturing facilities, all of which would be based on market conditions and customer requirements.

Our future results of operations and the other forward-looking statements contained in this filing and in the Photronics Q1 FY23 earnings presentation and the related financial results conference call and slide deck involve a number of risks and ~~uncertainties. While various risks and~~ uncertainties, ~~were~~some of which are discussed in ~~Part1,~~Part I, Item 1A inof our ~~Annual Report on~~2022 Form ~~10-K for the year ended October 29, 2017, a~~10-K. A number of other ~~unforeseen~~unforeseeable factors could cause actual results to differ materially from our expectations.

~~Effect~~Critical Accounting Estimates

Please refer to Part II, Item 7 of ~~Recent Accounting Pronouncements~~our 2022 Form 10-K for discussion of our critical accounting estimates. There have been no changes to our critical accounting estimates since the filing of our Form 10-K for the year ended October 31, 2022.

See “Item 1. Condensed Consolidated Financial Statements– Notes to Condensed Consolidated Financial Statements – Note 13 – Recent Accounting Pronouncements” for recent accounting pronouncements that may affect the Company’s financial reporting.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Rate Risk

We conduct business in several major international currencies throughout our worldwide operations, and our financial performance may be affected by fluctuations in the exchange rates of these currencies. Changes in exchange rates can positively or negatively affect our reported revenue, operating income, assets, liabilities, and equity. The functional currencies of our Asian subsidiaries are the South Korean won, the New Taiwan dollar, the ~~Chinese renminbi~~RMB, and the Singapore dollar. The functional currencies of our European subsidiaries are the British pound and the euro. In addition, we engage in transactions in, and have ~~transactions and balances in~~exposures to, the Japanese yen.

We attempt to minimize our risk of foreign currency transaction losses by producing products in the same country in which the products are sold (thereby generating revenues and incurring expenses in the same currency), and by managing our working capital. However, in some instances, we sell products in a currency other than the functional currency of the country where it was produced, or purchase products in a currency that differs from the functional currency of the purchasing ~~manufacturing facility.~~

entity. We may also enter into derivative contracts to mitigate our exposure to foreign currency fluctuations when we have a significant purchase obligation, or a significant receivable denominated in a currency that differs from the functional currency of the transacting subsidiary. We do not enter into derivatives for speculative purposes. There can be no assurance that this approach will protect us from the need to recognize significant foreign currency transaction gains and losses, especially in the event of a significant adverse movement in the value of any foreign currency in which we conduct business against any of our functional currencies, including the U.S. dollar.

Table of Contents

Our primary net foreign currency exposures as of January 29, 2023, included the South Korean won, the Japanese yen, the New Taiwan dollar, the RMB, the Singapore dollar, the British pound sterling, and the euro. As of ~~January 28, 2018,~~that date, a 10% adverse movement in the value of currencies different ~~than~~from the functional currencies of our subsidiaries would have resulted in a net unrealized pre-tax loss of ~~$16.0~~$42.1 million, which represents an increase of ~~$3.0~~$7.4 million from our exposure at October 31, 2022. Our most significant exposures at January 29, ~~2017. The increase~~2023, were exposures of the South Korean won, the RMB, and the New Taiwan Dollar to the U.S. dollar, which were, respectively, $11.8 million, $10.7 million, and $16.6 million at that date. We do not believe that a 10% change in ~~foreign currency rate change risk is primarily~~ the ~~result~~exchange rates of ~~increased US~~non-US dollar currencies, other than the aforementioned currencies and ~~JPY denominated exposures in Taiwan and South Korea.~~
the Japanese yen, would have had a material effect on our January 29, 2023, condensed consolidated financial statements.

Interest Rate Risk

~~At January 28, 2018, we did not have any~~A 10% adverse movement in the interest rates on our variable rate ~~borrowings. A 10% change in interest rates~~borrowings would not have had a material effect on our January 29, 2023, condensed consolidated financial ~~position, results of operations, or cash flows in the three month period ended January 28, 2018.~~statements.

~~Index~~

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established, and currently maintain, disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the ~~Securities~~ Exchange Act, ~~of 1934, as amended (the "Exchange Act"),~~ designed to provide reasonable assurance that information required to be disclosed in ~~its~~ reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the ~~Securities and Exchange Commission's~~SEC rules and forms, and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, under the supervision and with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the first ~~quarter of~~ fiscal ~~year 2018~~quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2433

~~Index~~Table of Contents

PART II.OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

Please refer to Note 11 within Item 1 of this report for information on legal proceedings involving the Company.

Item 1A.

RISK FACTORS

There have been no material changes to ~~risks relating~~our risk factors as set forth in “Item 1A. Risk Factors” in our 2022 Form 10-K.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

In September 2020, the Company’s board of directors authorized the repurchase of up to ~~our business as disclosed~~$100 million of its common stock, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Act. The share repurchase program commenced on September 14, 2020, and all shares repurchased under this program were retired. The table below presents share repurchase activity during the first quarter of 2023 in ~~Part 1, Item 1A~~connection with the payment of withholding taxes related to the vesting of restricted stock awards.

	Total Number of Shares Purchased		Average Price Paid Per share		Total Number of Shares Purchased as Part of Publicly Announced Program		Dollar Value of Shares That May Yet Be Purchased (in millions)



November 1, 2022 – November 27, 2022		0	$	0.00		0	$	31.7
November 28, 2022 – December 25, 2022		0	$	0.00		0	$	31.7
December 26, 2022 – January 29, 2023		69,587	$	16.79		0	$	31.7
Total		69,587				0

Certain of our ~~Form 10-K~~debt agreements and lease arrangements include limitations on the amounts of dividends we may pay. Please refer to Note 6 of the condensed consolidated financial statements for ~~the year ended October 29, 2017~~.information on these limitations.

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Item 6.

EXHIBITS

~~(a)~~

~~Exhibits~~

		Incorporated by Reference
	Exhibit Number	Description	Form	File ~~Description~~Number	Exhibit	Filing Date	Filed or Furnished Herewith

10.40	Form Restricted Stock Award Agreement					X

10.41	Form Incentive Stock Option Award Agreement					X

10.42	Form Non-Qualified Stock Award Agreement					X

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the ~~Securities~~ Exchange Act, ~~of 1934,~~ as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X


31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the ~~Securities~~ Exchange Act, ~~of 1934,~~ as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X


32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X


32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X

	~~101.INS~~
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)					X

	~~101.SCH~~
101.SCH	Inline XBRL Taxonomy Extension Schema Document					X

	~~101.CAL~~
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document					X

	~~101.DEF~~
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document					X

	~~101.LAB~~
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document					X

	~~101.PRE~~
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					X

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)					X

Table of Contents

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 thereunto duly authorized.

	Photronics, Inc.
	(Registrant)

By:	/s/ JOHN P. JORDAN	By:	/s/ ERIC RIVERA
	JOHN P. JORDAN		ERIC RIVERA
	~~Senior~~ Executive Vice President,		Vice President,
	Chief Financial Officer
	~~(Principal Accounting Officer/~~Corporate Controller
	(Principal Financial Officer)		(Principal Accounting Officer)

Date: March 9, 2023		Date: March 9, 2023

~~Date: March 8, 2018~~

Connecticut		06-0854886
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

15 Secor Road, Brookfield, Connecticut		06804
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
COMMON	PLAB	NASDAQ Global Select Market

	January 28, 2018		October 29, 2017
					January 29, 2023			October 31, 2022
ASSETS

Current assets:
Cash and cash equivalents	$	348,560	$	308,021	$	334,792		$	319,680
Accounts receivable, net of allowance of $2,422 in 2018 and $2,319 in 2017		104,638		105,320
Short-term investments						39,199			38,820
Accounts receivable, net of allowance of $1,116 in 2023 and $1,002 in 2022						220,692			198,147
Inventories		26,997		23,703		52,796			50,753
Other current assets		12,162		12,080		53,337			37,252

Total current assets		492,357		449,124		700,816			644,652

Property, plant and equipment, net		548,307		535,197		710,927			643,873
Intangible assets, net		16,224		17,122
Deferred income taxes		20,583		15,481		21,922			19,816
Other assets		3,985		3,870		8,015			7,489

Total assets	$	1,081,456	$	1,020,794	$	1,441,680		$	1,315,830

LIABILITIES AND EQUITY

Current liabilities:
Current portion of long-term borrowings	$	3,259	$	4,639
Current portion of long-term debt					$	6,541		$	10,024
Accounts payable		54,973		50,834		84,818			79,566
Accrued liabilities		29,841		26,303		107,972			104,207

Total current liabilities		88,073		81,776		199,331			193,797

Long-term borrowings		57,366		57,337
Long-term debt						27,323			32,310
Other liabilities		17,570		16,386		32,306			27,634

Total liabilities		163,009		155,499		258,960			253,741

Commitments and contingencies

Equity:
Preferred stock, $0.01 par value, 2,000 shares authorized, none issued and outstanding		-		-
Common stock, $0.01 par value, 150,000 shares authorized, 68,869 shares issued and outstanding at January 28, 2018 and 68,666 shares issued and outstanding at October 29, 2017		689		687
Preferred stock, $0.01 par value, 2,000 shares authorized, none issued and outstanding						-			-
Common stock, $0.01 par value, 150,000 shares authorized, 61,102 shares issued and outstanding at January 29, 2023, and 60,791 shares issued and outstanding at October 31, 2022						611			608
Additional paid-in capital		549,328		547,596		494,954			493,741
Retained earnings		195,288		189,390		449,620			435,634
Accumulated other comprehensive income		32,128		6,891

Total Photronics, Inc. shareholders' equity		777,433		744,564
Accumulated other comprehensive loss						(24,420	)		(98,456	)
Total Photronics, Inc. shareholders’ equity						920,765			831,527
Noncontrolling interests		141,014		120,731		261,955			230,562

Total equity		918,447		865,295		1,182,720			1,062,089

Total liabilities and equity	$	1,081,456	$	1,020,794	$	1,441,680		$	1,315,830

	January 29, 2023				October 31, 2022
Classification	Carrying Amount		Photronics Interest		Carrying Amount		Photronics Interest
Current assets	$	119,928	$	59,976	$	127,542	$	63,784
Noncurrent assets		150,365		75,198		119,392		59,708
Total assets		270,293		135,174		246,934		123,492

Current liabilities		52,302		26,156		51,274		25,643
Noncurrent liabilities		5,414		2,708		9,161		4,581
Total liabilities		57,716		28,864		60,435		30,224

Net assets	$	212,577	$	106,310	$	186,499	$	93,268

Large Accelerated Filer☒	☒	Accelerated Filer☐	☐	Non-Accelerated Filer☐	☐	Smaller Reporting Company☐
	☐
Emerging Growth ~~Company~~ ☐ company			☐

	Three Months Ended January 28, 2018
	Photronics, Inc. Shareholders
	Common Stock								Accumulated
					Additional				Other		Non-
					Paid-in		Retained		Comprehensive		controlling		Total
	Shares		Amount		Capital		Earnings		Income		Interests		Equity


Balance at October 30, 2017		68,666	$	687	$	547,596	$	189,390	$	6,891	$	120,731	$	865,295

Net income		-		-		-		5,898		-		3,583		9,481
Other comprehensive income		-		-		-		-		25,237		4,850		30,087
Sale of common stock through employee stock option and purchase plans		116		1		701		-		-		-		702
Restricted stock awards vesting and expense		87		1		386		-		-		-		387
Share-based compensation expense		-		-		497		-		-		-		497
Contribution from noncontrolling interest		-		-		148		-		-		11,850		11,998

Balance at January 28, 2018		68,869	$	689	$	549,328	$	195,288	$	32,128	$	141,014	$	918,447

	Three Months Ended January 29, 2017
	Photronics, Inc. Shareholders
	Common Stock								Accumulated
					Additional				Other			Non-
					Paid-in		Retained		Comprehensive			controlling		Total
	Shares		Amount		Capital		Earnings		Loss			Interests		Equity

Balance at October 31, 2016		68,080	$	681	$	541,093	$	176,260	$	(7,671	)	$	115,111	$	825,474

Net income		-		-		-		1,946		-			2,564		4,510
Other comprehensive (loss) income		-		-		-		-		(1,859	)		1,257		(602	)
Sale of common stock through employee stock option and purchase plans		175		1		1,087		-		-			-		1,088
Restricted stock awards vesting and expense		78		1		297		-		-			-		298
Share-based compensation expense		-		-		640		-		-			-		640

Balance at January 29, 2017		68,333	$	683	$	543,117	$	178,206	$	(9,530	)	$	118,932	$	831,408

Classification	Carrying Amount		Photronics Interest

Current assets	$	13,864	$	6,933
Non-current assets		12,403		6,203

Total assets		26,267		13,136

Current liabilities		3,038		1,519
Non-current liabilities		16		8

Total liabilities		3,054		1,527

Net assets	$	23,213	$	11,609

	January 28, 2018			October 29, 2017

3.25% convertible senior notes due in April 2019	$	57,366		$	57,337

2.77% capital lease obligation payable through July 2018		3,259			4,639

		60,625			61,976
Current portion		(3,259	)		(4,639	)

	$	57,366		$	57,337

Options	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value

Outstanding at January 28, 2018		3,304,820	$	7.98	5.1 years	$	4,468

Exercisable at January 28, 2018		2,421,655	$	7.19	3.8 years	$	4,441

	Three Months Ended January 28, 2018
	Foreign Currency Translation Adjustments			Amortization of Cash Flow Hedge			Other			Total

Balance at October 30, 2017	$	7,627		$	(48	)	$	(688	)	$	6,891
Other comprehensive income (loss) before reclassifications		30,087			-			(32	)		30,055
Amounts reclassified from other comprehensive income		-			32			-			32

Net current period other comprehensive income (loss)		30,087			32			(32	)		30,087
Less: other comprehensive (income)loss attributable to noncontrolling interests		(4,866	)		-			16			(4,850	)

Balance at January 28, 2018	$	32,848		$	(16	)	$	(704	)	$	32,128

	January 28, 2018				October 29, 2017
	Fair Value		Carrying Value		Fair Value		Carrying Value

3.25% convertible senior notes due 2019	$	64,486	$	57,366	$	67,396	$	57,337

	Q1 FY18 FROM Q4 FY17								Q1 FY18 FROM Q1 FY17
	Revenue in Q1 FY18		Percent Change			Increase (Decrease)			Revenue in Q1 FY18		Percent Change			Increase (Decrease)
IC
High-end	$	33.4		9.6	%	$	2.9		$	33.4		50.6	%	$	11.2
Mainstream		62.3		(5.0	%)		(3.3	)		62.3		(3.0	%)		(1.9	)

Total	$	95.7		(0.4	%)	$	(0.4	)	$	95.7		10.7	%	$	9.3
FPD
High-end	$	18.7		9.6	%	$	1.7		$	18.7		8.9	%	$	1.5
Mainstream		9.0		15.4	%		1.2			9.0		45.3	%		2.8

Total	$	27.7		11.4	%	$	2.9		$	27.7		18.5	%	$	4.3

Total Revenue	$	123.4		2.0	%	$	2.5		$	123.4		12.4	%	$	13.6