Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Feb. 01, 2015 | Feb. 27, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PHOTRONICS INC | |
Entity Central Index Key | 810136 | |
Current Fiscal Year End Date | 10 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 66,445,220 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 1-Feb-15 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (unaudited) (USD $) | Feb. 01, 2015 | Nov. 02, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $168,610 | $192,929 |
Accounts receivable, net of allowance of $3,406 in 2015 and $3,078 in 2014 | 99,183 | 94,515 |
Inventories | 23,786 | 22,478 |
Other current assets | 28,924 | 26,570 |
Total current assets | 320,503 | 336,492 |
Property, plant and equipment, net | 593,020 | 550,069 |
Investment in joint venture | 93,078 | 93,122 |
Intangible assets, net | 29,203 | 30,294 |
Deferred income taxes | 10,746 | 11,036 |
Other assets | 6,327 | 8,170 |
Total assets | 1,052,877 | 1,029,183 |
Current liabilities: | ||
Current portion of long-term borrowings | 10,457 | 10,381 |
Accounts payable | 125,628 | 86,495 |
Accrued liabilities | 40,865 | 42,241 |
Total current liabilities | 176,950 | 139,117 |
Long-term borrowings | 129,362 | 131,805 |
Other liabilities | 18,520 | 18,767 |
Total liabilities | 324,832 | 289,689 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.01 par value, 2,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 150,000 shares authorized, 66,209 shares issued and outstanding at February 1, 2015 and 65,930 shares issued and outstanding at November 2, 2014 | 662 | 659 |
Additional paid-in capital | 521,580 | 520,182 |
Retained earnings | 89,272 | 85,435 |
Accumulated other comprehensive income | 5,595 | 21,774 |
Total Photronics, Inc. shareholders' equity | 617,109 | 628,050 |
Noncontrolling interests | 110,936 | 111,444 |
Total equity | 728,045 | 739,494 |
Total liabilities and equity | $1,052,877 | $1,029,183 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) (USD $) | Feb. 01, 2015 | Nov. 02, 2014 |
In Thousands, except Per Share data, unless otherwise specified | ||
Current assets: | ||
Accounts receivable, allowance | $3,406 | $3,078 |
Equity: | ||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 2,000 | 2,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 150,000 | 150,000 |
Common stock, shares issued (in shares) | 66,209 | 65,930 |
Common stock, shares outstanding (in shares) | 66,209 | 65,930 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Feb. 01, 2015 | Feb. 02, 2014 |
Condensed Consolidated Statements of Income (unaudited) [Abstract] | ||
Net sales | $123,505 | $101,542 |
Cost and expenses: | ||
Cost of sales | -95,321 | -78,660 |
Selling, general and administrative | -11,944 | -12,278 |
Research and development | -4,681 | -4,974 |
Operating income | 11,559 | 5,630 |
Other income (expense): | ||
Interest expense | -1,370 | -1,984 |
Interest and other income (expense), net | 87 | 1,111 |
Income before income tax provision | 10,276 | 4,757 |
Income tax provision | -3,134 | -2,716 |
Net income | 7,142 | 2,041 |
Net income attributable to noncontrolling interests | -3,305 | -48 |
Net income attributable to Photronics, Inc. shareholders | $3,837 | $1,993 |
Earnings per share: | ||
Basic (in dollars per share) | $0.06 | $0.03 |
Diluted (in dollars per share) | $0.06 | $0.03 |
Weighted-average number of common shares outstanding: | ||
Basic (in shares) | 66,066 | 61,200 |
Diluted (in shares) | 67,020 | 62,136 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 01, 2015 | Feb. 02, 2014 |
Condensed Consolidated Statements of Comprehensive Income (unaudited) [Abstract] | ||
Net income | $7,142 | $2,041 |
Other comprehensive income (loss), net of tax of $0: | ||
Foreign currency translation adjustments | -20,074 | -8,524 |
Amortization of cash flow hedge | 32 | 32 |
Total other comprehensive loss, net of tax | -20,042 | -8,492 |
Comprehensive loss | -12,900 | -6,451 |
Less: comprehensive loss attributable to noncontrolling interests | 558 | 32 |
Comprehensive loss attributable to Photronics, Inc. shareholders | ($12,342) | ($6,419) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 01, 2015 | Feb. 02, 2014 |
Condensed Consolidated Statements of Comprehensive Income (unaudited) [Abstract] | ||
Other comprehensive income, tax | $0 | $0 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 01, 2015 | Feb. 02, 2014 |
Cash flows from operating activities: | ||
Net income | $7,142 | $2,041 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 20,854 | 17,899 |
Changes in assets and liabilities: | ||
Accounts receivable | -7,888 | -40 |
Inventories | -1,998 | -1,016 |
Other current assets | -4,544 | -806 |
Accounts payable, accrued liabilities, and other | 8,734 | -3,881 |
Net cash provided by operating activities | 22,300 | 14,197 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | -40,371 | -12,184 |
Increase in restricted cash | 0 | -1,698 |
Other | 43 | 67 |
Net cash used in investing activities | -40,328 | -13,815 |
Cash flows from financing activities: | ||
Repayments of long-term borrowings | -2,367 | -23,554 |
Payments of deferred financing fees | 0 | -310 |
Proceeds from share-based arrangements | 768 | 518 |
Net cash used in financing activities | -1,599 | -23,346 |
Effect of exchange rate changes on cash and cash equivalents | -4,692 | -3,423 |
Net decrease in cash and cash equivalents | -24,319 | -26,387 |
Cash and cash equivalents at beginning of period | 192,929 | 215,615 |
Cash and cash equivalents at end of period | 168,610 | 189,228 |
Supplemental disclosure of noncash information: | ||
Accrual for property, plant and equipment purchased during the period | $54,510 | $34,335 |
BASIS_OF_FINANCIAL_STATEMENT_P
BASIS OF FINANCIAL STATEMENT PRESENTATION | 3 Months Ended |
Feb. 01, 2015 | |
BASIS OF FINANCIAL STATEMENT PRESENTATION [Abstract] | |
BASIS OF FINANCIAL STATEMENT PRESENTATION | NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION |
Photronics, Inc. and its subsidiaries ("Photronics" or “the Company") is one of the world's leading manufacturers of photomasks, which are high precision photographic quartz plates containing microscopic images of electronic circuits. Photomasks are a key element in the manufacture of semiconductors and flat panel displays ("FPDs"), and are used as masters to transfer circuit patterns onto semiconductor wafers and flat panel substrates during the fabrication of integrated circuits ("ICs") and a variety of FPDs and, to a lesser extent, other types of electrical and optical components. The Company currently operates principally from nine manufacturing facilities, two of which are located in Europe, three in Taiwan, one in Korea, and three in the United States. | |
On April 4, 2014, DNP Photomask Technology Taiwan Co., Ltd. (“DPTT”), a wholly owned subsidiary of Dai Nippon Printing Co., Ltd. (“DNP”), merged into Photronics Semiconductor Mask Corporation (“PSMC”), a wholly owned subsidiary of Photronics. All of the assets and liabilities of DPTT existing prior to the merger were assumed by the renamed surviving entity of the merger, Photronics DNP Mask Corporation (“PDMC”). Photronics and DNP own 50.01 percent and 49.99 percent of PDMC, respectively. | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 for annual financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The Company is typically impacted during its first fiscal quarter by the North American and European holiday periods, as some customers reduce their effective workdays and orders during these periods. Additionally, the Company can be impacted during its first or second quarter by the Asian New Year holiday period, which may also reduce customer orders. Operating results for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ending November 1, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended November 2, 2014. |
ACQUISITION_OF_DNP_PHOTOMASK_T
ACQUISITION OF DNP PHOTOMASK TECHNOLOGY TAIWAN CO., LTD. | 3 Months Ended | ||||
Feb. 01, 2015 | |||||
ACQUISITION OF DNP PHOTOMASK TECHNOLOGY TAIWAN CO., LTD. [Abstract] | |||||
ACQUISITION OF DNP PHOTOMASK TECHNOLOGY TAIWAN CO., LTD. | NOTE 2 – ACQUISITION OF DNP PHOTOMASK TECHNOLOGY TAIWAN CO., LTD. | ||||
On April 4, 2014, DPTT merged into PSMC, the Company’s IC manufacturing subsidiary located in Taiwan, to form PDMC. Throughout this report the merger of DPTT into PSMC is referred to as the “DPTT Acquisition.” In connection with the DPTT Acquisition, the Company transferred consideration with a fair value of $98.3 million. The Company owns 50.01 percent of PDMC and includes its financial results in its consolidated financial statements, while DNP owns the remaining 49.99 percent of PDMC. The Company also has the ability to appoint the majority of the directors of PDMC, including the chairman of its board of directors, select its management responsible for implementing its policies and procedures, and establish its operating and capital decisions and policies. Photronics determined it has control of PDMC by virtue of its tie-breaking voting rights within PDMC’s Board of Directors, thereby giving it the power to direct the activities of PDMC that most significantly impact its economic performance, including its decision making authority in the ordinary course of business. The DPTT Acquisition was the result of the Company’s desire to combine the strengths in logic and memory photomask technologies of PSMC and DPTT in order to enhance its capability with customers in the region. | |||||
The DPTT Acquisition met the conditions of a business combination as defined by Accounting Standards Codification (“ASC”) 805 and, as such, is accounted for under ASC 805 using the acquisition method of accounting. ASC 805 defines the three elements of a business as Input, Process and Output. As a result of the DPTT Acquisition, Photronics acquired the machinery and equipment utilized in the processes to manufacture product, the building that houses the entire operation and the processes needed to manufacture the product, all previously owned by DPTT. The former DPTT employees hired by Photronics in connection with the acquisition brought with them the skills, experience and know-how necessary to provide the operational processes that, when applied to the acquired assets, represent processes being applied to inputs to create outputs. Having met all three elements of a business as defined in ASC 805, the Company determined that the DPTT Acquisition should be accounted for as a business combination. | |||||
The following table summarizes the provisional fair values of assets acquired and liabilities assumed of DPTT, the fair value of the noncontrolling interests and consideration for DPTT at the acquisition date. These provisional amounts could change as a result of the ultimate realization of the acquired net working capital. | |||||
Cash and cash equivalents | $ | 4,508 | |||
Accounts receivable (gross amount of $28,560, of which $500 is estimated to be uncollectable) | 28,060 | ||||
Inventory | 1,279 | ||||
Deferred tax asset | 9,787 | ||||
Other current assets | 11,517 | ||||
Property, plant and equipment | 95,431 | ||||
Identifiable intangible assets | 1,552 | ||||
Other long-term assets | 1,328 | ||||
Accounts payable and accrued expenses | (32,410 | ) | |||
Deferred tax liability | (3,042 | ) | |||
Other long-term liabilities | (3,291 | ) | |||
Total net assets acquired | 114,719 | ||||
Noncontrolling interests retained by DNP | 57,348 | ||||
57,371 | |||||
Consideration – 49.99% of fair value of PSMC | 40,999 | ||||
Gain on acquisition | $ | 16,372 | |||
In addition to recording the fair values of the net assets acquired, the Company also recorded a gain on acquisition of $16.4 million in the three month period ended May 4, 2014, in accordance with ASC 805 using the acquisition method of accounting. The gain on acquisition was primarily due to the difference between the market values of the acquired real estate and personal property exceeding the fair value of the consideration transferred. In addition, a deferred tax liability of $3.0 million was recorded in the opening balance sheet, which had the effect of reducing the gain on acquisition to $16.4 million. Prior to recording the gain, the Company reassessed whether it had correctly identified all of the assets acquired and all of the liabilities assumed. Additionally, the Company also reviewed the procedures used to measure the amounts of the identifiable assets acquired, liabilities assumed and consideration transferred. | |||||
The fair value of the first component of consideration represents 49.99 percent of the fair value of PSMC, and is based on recent prices paid by the Company to acquire outstanding shares of PSMC (prior to the acquisition). As a result of the merger, the Company acquired the net assets of DPTT having a fair value of $114.7 million, less noncontrolling interests of $57.3 million retained by DNP, and transferred consideration with a fair value of $41.0 million, resulting in a gain of $16.4 million. The fair value of the total consideration transferred as of the acquisition date was $98.3 million, comprised of the 49.99% noncontrolling interest in DPTT of $57.3 million, and 49.99% of the fair value of PSMC of $41.0 million (112.9 million shares, or 49.99% of the outstanding Common Stock of PSMC). | |||||
We estimated the $114.7 million fair value of DPTT as of the acquisition date by applying an income approach as our valuation technique. Our income approach followed a discounted cash flow method, which applied our best estimates of future cash flows and an estimated terminal value discounted to present value at a rate of return taking into account the relative risk of the cash flows. To confirm the reasonableness of the value derived from the income approach, we also analyzed the values of comparable companies which are publicly traded. The acquisition date fair value of the property, plant and equipment of DPTT was $95.4 million, which was determined by utilizing the cost and, to a lesser extent, the market approach, based on an in-use premise of value. Inputs utilized by the Company to determine fair values of DPTT’s property, plant and equipment included a cost approach, which was adjusted for depreciation and condition for equipment, and adjusted for depreciation and local market conditions for real property. The noncontrolling interest of DPTT was calculated using the 49.99% of its total fair value of $114.7 million. The Company also used a market approach to corroborate the enterprise value of DPTT. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a fair value measurement categorized within Level 3 of the fair value hierarchy. Key assumptions include local and current construction replacement cost multipliers, amounts of ancillary replacement costs, physical deterioration, and economic and functional obsolescence to adjust the current replacement costs by, as well as the estimated economic lives of the assets. | |||||
Identifiable intangible assets acquired were primarily customer relationships, which represent the fair value of relationships and agreements DPTT had in place at the date of the merger. The customer relationships had a fair value of $1.5 million at the acquisition date, determined by using the multi-period excess earnings method, and are amortized over a twelve year estimated useful life. The acquisition date fair value of the remainder of the identifiable assets acquired and liabilities assumed were equivalent to, or did not materially differ from, their carrying values | |||||
Acquisition costs related to the merger were $0.4 million for the three month period ended February 2, 2014 and are included in selling, general and administrative expense in the condensed consolidated statements of income. |
CHANGES_IN_EQUITY
CHANGES IN EQUITY | 3 Months Ended | ||||||||||||||||||||||||||||
Feb. 01, 2015 | |||||||||||||||||||||||||||||
CHANGES IN EQUITY [Abstract] | |||||||||||||||||||||||||||||
CHANGES IN EQUITY | NOTE 3 - CHANGES IN EQUITY | ||||||||||||||||||||||||||||
The following tables set forth the Company's consolidated changes in equity for the three months ended February 1, 2015 and February 2, 2014: | |||||||||||||||||||||||||||||
Three Months Ended February 1, 2015 | |||||||||||||||||||||||||||||
Photronics, Inc. Shareholders | |||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||||||||
Additional | Other Comprehensive | Non- | |||||||||||||||||||||||||||
Paid-in | Retained | Income | conrolling | Total | |||||||||||||||||||||||||
Shares | Amount | Capital | Earnings | Interests | Equity | ||||||||||||||||||||||||
Balance at November 2, 2014 | 65,930 | $ | 659 | $ | 520,182 | $ | 85,435 | $ | 21,774 | $ | 111,444 | $ | 739,494 | ||||||||||||||||
Net income | - | - | - | 3,837 | - | 3,305 | 7,142 | ||||||||||||||||||||||
Other comprehensive loss | - | - | - | - | (16,179 | ) | (3,863 | ) | (20,042 | ||||||||||||||||||||
Sale of common stock through employee stock option and purchase plans | 166 | 2 | 526 | - | - | - | 528 | ||||||||||||||||||||||
Restricted stock awards vesting and expense | 113 | 1 | 272 | - | - | - | 273 | ||||||||||||||||||||||
Share-based compensation expense | - | - | 600 | - | - | 50 | 650 | ||||||||||||||||||||||
Balance at February 1, 2015 | 66,209 | $ | 662 | $ | 521,580 | $ | 89,272 | $ | 5,595 | $ | 110,936 | $ | 728,045 | ||||||||||||||||
Three Months Ended February 2, 2014 | |||||||||||||||||||||||||||||
Photronics, Inc. Shareholders | |||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||||||||
Additional | Retained | Other | Non- | Total | |||||||||||||||||||||||||
Paid-in | Earnings | Comprehensive | conrolling | Equity | |||||||||||||||||||||||||
Shares | Amount | Capital | Income | Interests | |||||||||||||||||||||||||
Balance at November 3, 2013 | 61,083 | $ | 611 | $ | 498,861 | $ | 59,439 | $ | 26,403 | $ | 2,517 | $ | 587,831 | ||||||||||||||||
Net income | - | - | - | 1,993 | - | 48 | 2,041 | ||||||||||||||||||||||
Other comprehensive loss | - | - | - | - | (8,412 | ) | (80 | ) | (8,492 | ) | |||||||||||||||||||
Sale of common stock through employee stock option and purchase plans | 130 | 1 | 408 | - | - | - | 409 | ||||||||||||||||||||||
Restricted stock awards vesting and expense | 112 | 1 | 208 | - | - | - | 209 | ||||||||||||||||||||||
Share-based compensation expense | - | - | 896 | - | - | - | 896 | ||||||||||||||||||||||
Redemption of common stock by subsidiary | - | - | 36 | - | (11 | ) | (1,715 | ) | (1,690 | ) | |||||||||||||||||||
Balance at February 2, 2014 | 61,325 | $ | 613 | $ | 500,409 | $ | 61,432 | $ | 17,980 | $ | 770 | $ | 581,204 |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended | ||||||||
Feb. 01, 2015 | |||||||||
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |||||||||
PROPERTY, PLANT AND EQUIPMENT | NOTE 4 - PROPERTY, PLANT AND EQUIPMENT | ||||||||
Property, plant and equipment consists of the following: | |||||||||
February 1, | November 2, | ||||||||
2015 | 2014 | ||||||||
Land | $ | 8,344 | $ | 8,598 | |||||
Buildings and improvements | 122,839 | 124,787 | |||||||
Machinery and equipment | 1,353,457 | 1,367,691 | |||||||
Leasehold improvements | 19,476 | 20,165 | |||||||
Furniture, fixtures and office equipment | 12,784 | 12,086 | |||||||
Construction in progress | 131,225 | 81,351 | |||||||
1,648,125 | 1,614,678 | ||||||||
Less accumulated depreciation and amortization | 1,055,105 | 1,064,609 | |||||||
$ | 593,020 | $ | 550,069 | ||||||
Equipment under capital leases are included in above property, plant and equipment as follows: | |||||||||
February 1, | November 2, | ||||||||
2015 | 2014 | ||||||||
Machinery and equipment | $ | 56,245 | $ | 56,245 | |||||
Less accumulated amortization | 11,836 | 10,430 | |||||||
$ | 44,409 | $ | 45,815 | ||||||
Depreciation and amortization expense for property, plant and equipment was $19.2 million and $16.0 million for the three month periods ended February 1, 2015 and February 2, 2014, respectively. |
JOINT_VENTURE_TECHNOLOGY_LICEN
JOINT VENTURE, TECHNOLOGY LICENSE AND OTHER AGREEMENTS WITH MICRON TECHNOLOGY, INC | 3 Months Ended |
Feb. 01, 2015 | |
JOINT VENTURE, TECHNOLOGY LICENSE AND OTHER AGREEMENTS WITH MICRON TECHNOLOGY, INC. [Abstract] | |
JOINT VENTURE, TECHNOLOGY LICENSE AND OTHER AGREEMENTS WITH MICRON TECHNOLOGY, INC. | NOTE 5 - JOINT VENTURE, TECHNOLOGY LICENSE AND OTHER AGREEMENTS WITH MICRON TECHNOLOGY, INC. |
In May 2006, Photronics and Micron Technology, Inc. ("Micron") entered into the MP Mask joint venture (“MP Mask”), which develops and produces photomasks for leading-edge and advanced next generation semiconductors. At the time of the formation of the joint venture, the Company also entered into both an agreement to license photomask technology developed by Micron and certain supply agreements. | |
This joint venture is a variable interest entity ("VIE") (as that term is defined in the ASC) because all costs of the joint venture are passed on to the Company and Micron through purchase agreements they have entered into with the joint venture, and it is dependent upon the Company and Micron for any additional cash requirements. On a quarterly basis the Company reassesses whether its interest in MP Mask gives it a controlling financial interest in this VIE. The purpose of this quarterly reassessment is to identify the primary beneficiary (which is defined in the ASC as the entity that consolidates a VIE) of the VIE. As a result of the reassessment in the current quarter, the Company determined that Micron is still the primary beneficiary of the VIE, by virtue of its tie-breaking voting rights within MP Mask’s Board of Managers, thereby giving it the power to direct the activities of MP Mask that most significantly impact its economic performance, including its decision making authority in the ordinary course of business and its purchasing the majority of products produced by the VIE. | |
The Company has utilized MP Mask for both high-end IC photomask production and research and development purposes. MP Mask charges its variable interest holders based on their actual usage of its facility. MP Mask separately charges for any research and development activities it engages in at the requests of its owners. The Company recorded cost of sales of $1.3 million and $1.0 million during the three month periods ended February 1, 2015 and February 2, 2014, respectively, and research and development expenses of $0.2 million during the three month periods ended February 1, 2015 and February 2, 2014. As of February 1, 2015 and November 2, 2014, the Company owed MP Mask $4.1 million and $4.2 million, respectively, and had a receivable from Micron of $7.6 million and $6.8 million, respectively, both primarily related to the aforementioned supply agreements. | |
MP Mask is governed by a Board of Managers, appointed by Micron and the Company. Since MP Mask's inception, Micron, as a result of its majority ownership, has held majority voting power on the Board of Managers. The voting power held by each party is subject to change as ownership interests change. Under the MP Mask joint venture operating agreement, the Company may be required to make additional capital contributions to MP Mask up to the maximum amount defined in the operating agreement. However, should the Board of Managers determine that further additional funding is required, MP Mask shall pursue its own financing. If MP Mask is unable to obtain its own financing, it may request additional capital contributions from the Company. Should the Company choose not to make a requested contribution to MP Mask, its ownership percentage may be reduced. | |
The Company's investment in the VIE, which represents its maximum exposure to loss, was $93.1 million at February 1, 2015 and November 2, 2014. This amount is reported in the Company's condensed consolidated balance sheets as "Investment in joint venture". The Company recorded no income or loss from its investment in the three month periods ended February 1, 2015 and February 2, 2014. Income or loss from the VIE is included in "Interest and other income (expense), net" in the condensed consolidated statements of income. |
LONGTERM_BORROWINGS
LONG-TERM BORROWINGS | 3 Months Ended | ||||||||
Feb. 01, 2015 | |||||||||
LONG-TERM BORROWINGS [Abstract] | |||||||||
LONG-TERM BORROWINGS | NOTE 6 - LONG-TERM BORROWINGS | ||||||||
Long-term borrowings consist of the following: | |||||||||
February 1, | November 2, | ||||||||
2015 | 2014 | ||||||||
3.25% convertible senior notes due in April 2016 | $ | 57,500 | $ | 115,000 | |||||
3.25% convertible senior notes due in April 2019 | 57,500 | - | |||||||
2.77% capital lease obligation payable through July 2018 | 19,211 | 20,481 | |||||||
3.09% capital lease obligation payable through March 2016 | 5,608 | 6,705 | |||||||
139,819 | 142,186 | ||||||||
Less current portion | 10,457 | 10,381 | |||||||
$ | 129,362 | $ | 131,805 | ||||||
In January 2015 the Company privately exchanged $57.5 million in aggregate principal amount of its 3.25% convertible senior notes with a maturity date of April 1, 2016, 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 of the new notes is the same as that of the exchanged notes, which were issued in March 2011 with a conversion rate of approximately 96 shares of common stock per $1,000 note principal, equivalent to a conversion price of $10.37 per share of common stock, and is subject to adjustment upon the occurrence of certain events, which are described 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, and the Company is not required to redeem the notes prior to their maturity date. Interest on the notes accrues in arrears, and is paid semiannually through the notes’ maturity date. | |||||||||
The Company’s credit facility, which was last amended in August 2014, expires in December 2018, has a $50 million limit with an expansion capacity to $75 million, and is secured by substantially all of the Company’s assets located in the United States and common stock the Company owns in certain of its foreign subsidiaries. The credit facility is subject to a minimum interest coverage ratio, total leverage ratio and minimum unrestricted cash balance financial covenants, all of which the Company was in compliance with at February 1, 2015. The Company had no outstanding borrowings against the credit facility at February 1, 2015, and $50 million was available for borrowing. The interest rate on the credit facility (1.69% at February 1, 2015) is based on the Company’s total leverage ratio at LIBOR plus a spread, as defined in the credit facility. | |||||||||
In August 2013 a $26.4 million principal amount, five year capital lease commenced to fund the purchase of a high-end lithography tool. Payments under the capital lease, which bears interest at 2.77%, are $0.5 million per month through July 2018. Under the terms of the lease agreement, the Company must maintain the equipment in good working order, and is subject to a cross default with cross acceleration provision related to certain nonfinancial covenants incorporated in its credit facility. As of February 1, 2015, the total amount payable through the end of the lease term was $20.2 million, of which $19.2 million represented principal and $1.0 million represented interest. | |||||||||
In April 2011 the Company entered into a five year, $21.2 million capital lease for manufacturing equipment. Payments under the lease, which bears interest at 3.09%, are $0.4 million per month through March 2016. The lease agreement provides that the Company must maintain the equipment in good working order, and includes a cross default with cross acceleration provision related to certain non-financial covenants incorporated in the Company's credit facility agreement. As of February 1, 2015, the total amount payable through the end of the lease term was $5.7 million, of which $5.6 million represented principal and $0.1 million represented interest. |
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended | |||||||||||||
Feb. 01, 2015 | ||||||||||||||
SHARE-BASED COMPENSATION [Abstract] | ||||||||||||||
SHARE-BASED COMPENSATION | NOTE 7 - SHARE-BASED COMPENSATION | |||||||||||||
The Company has a share-based compensation plan ("Plan"), under which options, restricted stock, restricted stock units, stock appreciation rights, performance stock, performance units, and other awards based on, or related to, shares of the Company's common stock may be granted from shares authorized but unissued or shares previously issued and reacquired by the Company. The maximum number of shares of common stock approved by the Company’s shareholders to be issued under the Plan was increased from six million to nine million shares during fiscal 2014. Awards may be granted to officers, employees, directors, consultants, advisors, and independent contractors of the Company 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. The Company incurred total share-based compensation expenses of $0.9 million and $1.1 million for the three month periods ended February 1, 2015 and February 2, 2014, respectively. No share-based compensation cost was capitalized as part of an asset and no related income tax benefits were recorded during the fiscal years presented. | ||||||||||||||
Stock Options | ||||||||||||||
Option awards generally vest in one to four years, and have a ten-year contractual term. All incentive and non-qualified stock option grants have an exercise price no less than the market value of the underlying common stock on the date of grant. The grant date fair values of options are based on closing prices of the Company’s common stock on the dates of grant using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of the Company's stock. The Company uses 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 option is based on the U.S. Treasury yield curve in effect at the date of grant. | ||||||||||||||
The weighted-average inputs and risk-free rate of return ranges used to calculate the grant date fair value of options issued during the three month periods ended February 1, 2015 and February 2, 2014, are presented in the following table. | ||||||||||||||
Three Months Ended | ||||||||||||||
February 1, | February 2, | |||||||||||||
2015 | 2014 | |||||||||||||
Volatility | 55.1 | % | 61.1 | % | ||||||||||
Risk free rate of return | 1.6 | % | 1.4 | % | ||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Expected term | 4.7 years | 4.6 years | ||||||||||||
Information on outstanding and exercisable option awards as of February 1, 2015, is presented below. | ||||||||||||||
Weighted | ||||||||||||||
Weighted | Average | |||||||||||||
Average | Remaining | Aggregate | ||||||||||||
Exercise | Contractual | Intrinsic | ||||||||||||
Options | Shares | Price | Life | Value | ||||||||||
Outstanding at February 1, 2015 | 3,821,006 | $ | 7.14 | 6.3 years | $ | 8,298 | ||||||||
Exercisable at February 1, 2015 | 2,527,303 | $ | 6.9 | 5.2 years | $ | 7,053 | ||||||||
There were 302,000 share options granted during the three month period ended February 1, 2015, with a weighted-average grant date fair value of $3.88 per share, and there were 612,500 share options granted during the three month period ended February 2, 2014, with a weighted-average grant date fair value of $4.45 per share. As of February 1, 2015, the total unrecognized compensation cost related to unvested option awards was approximately $4.4 million. That cost is expected to be recognized over a weighted-average amortization period of 2.5 years. | ||||||||||||||
Restricted Stock | ||||||||||||||
The Company periodically grants restricted stock awards. The restrictions on these awards typically lapse over a service period of one to four years. There were 111,334 restricted stock awards issued during the three month period ended February 1, 2015, with a weighted-average grant date fair value of $8.23 per share, and there were 111,667 restricted stock awards issued during the three month period ended February 2, 2014, with a weighted-average grant date fair value of $8.86 per share. As of February 1, 2015, the total compensation cost not yet recognized related to unvested restricted stock awards was approximately $1.5 million. That cost is expected to be recognized over a weighted-average amortization period of 2.2 years. As of February 1, 2015, there were 234,026 shares of restricted stock outstanding. |
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Feb. 01, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 8 - INCOME TAXES |
The effective tax rate differs from the U.S. statutory rate of 35% in the three month periods ended February 1, 2015 and February 2, 2014, primarily due to earnings being taxed at lower statutory rates in foreign jurisdictions, combined with the benefit of various investment credits in a foreign jurisdiction. Valuation allowances in jurisdictions with historic losses eliminate the effective rate impact of these jurisdictions. | |
Unrecognized tax benefits related to uncertain tax positions were $5.2 million at February 1, 2015 and $5.1 million at November 2, 2014, of which $5.1 million and $5.0 million, respectively, would favorably impact the Company's effective tax rate if recognized. Accrued interest and penalties related to unrecognized tax benefits was $0.1 million at February 1, 2015 and November 2, 2014. As of February 1, 2015, the total amount of unrecognized tax benefits is not expected to significantly increase or decrease in the next twelve months. | |
PKLT, the Company's FPD manufacturing facility in Taiwan, has been accorded a tax holiday, which started in 2012 and expires in 2017. The PKLT tax holiday had no dollar or per share effect in the three month periods ended February 1, 2015 and February 2, 2014. PDMC, as a result of the DPTT Acquisition, acquired an IC manufacturing facility in Taiwan that has been accorded a tax holiday which commenced in 2015 and expires in 2019. The Company realized a $0.1 million tax benefit from this tax holiday during the three month period ended February 1, 2015. The tax holiday had no per share effect in the three month periods ended February 1, 2015 and February 2, 2014. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | ||||||||
Feb. 01, 2015 | |||||||||
EARNINGS PER SHARE [Abstract] | |||||||||
EARNINGS PER SHARE | NOTE 9 - EARNINGS PER SHARE | ||||||||
The calculation of basic and diluted earnings per share is presented below. | |||||||||
Three Months Ended | |||||||||
February 1, | February 2, | ||||||||
2015 | 2014 | ||||||||
Net income attributable to Photronics, Inc. shareholders | $ | 3,837 | $ | 1,993 | |||||
Effect of dilutive securities | - | - | |||||||
Earnings for diluted earnings per share | $ | 3,837 | $ | 1,993 | |||||
Weighted-average common shares computations: | |||||||||
Weighted-average common shares used for basic earnings per share | 66,066 | 61,200 | |||||||
Effect of dilutive securities: | |||||||||
Share-based payment awards | 954 | 936 | |||||||
Potentially dilutive common shares | 954 | 936 | |||||||
Weighted-average common shares used for diluted earnings per share | 67,020 | 62,136 | |||||||
Basic earnings per share | $ | 0.06 | $ | 0.03 | |||||
Diluted earnings per share | $ | 0.06 | $ | 0.03 | |||||
The table below shows 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. The table also shows convertible notes that, if converted, would have been anti-dilutive. | |||||||||
Three Months Ended | |||||||||
February 1, | February 2, | ||||||||
2015 | 2014 | ||||||||
Convertible notes | 11,085 | 15,423 | |||||||
Share-based payment awards | 1,587 | 2,158 | |||||||
Total potentially dilutive shares excluded | 12,672 | 17,581 | |||||||
In the second quarter of fiscal year 2015, the Company awarded approximately 0.3 million share-based payment awards to its employees. |
CHANGES_IN_ACCUMULATED_OTHER_C
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BY COMPONENT | 3 Months Ended | ||||||||||||||||
Feb. 01, 2015 | |||||||||||||||||
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BY COMPONENT [Abstract] | |||||||||||||||||
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BY COMPONENT | NOTE 10 - CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BY COMPONENT | ||||||||||||||||
The following tables set forth the changes in the Company's accumulated other comprehensive income by component (net of tax of $0) for the three month periods ended February 1, 2015 and February 2, 2014: | |||||||||||||||||
Three Months Ended February 1, 2015 | |||||||||||||||||
Foreign Currency | Amortization | ||||||||||||||||
Translation | of Cash | ||||||||||||||||
Adjustments | Flow Hedge | Other | Total | ||||||||||||||
Balance at November 2, 2014 | $ | 22,651 | $ | (434 | ) | $ | (443 | ) | $ | 21,774 | |||||||
Other comprehensive income (loss) before reclassifications | (20,106 | ) | - | 32 | (20,074 | ) | |||||||||||
Amounts reclassified from other comprehensive income | - | 32 | - | 32 | |||||||||||||
Net current period other comprehensive income (loss) | (20,106 | ) | 32 | 32 | (20,042 | ) | |||||||||||
Less: other comprehensive (income) loss attributable to noncontrolling interests | 3,879 | - | (16 | ) | 3,863 | ||||||||||||
Balance at February 1, 2015 | $ | 6,424 | $ | (402 | ) | $ | (427 | ) | $ | 5,595 | |||||||
Three Months Ended February 2, 2014 | |||||||||||||||||
Foreign Currency | Amortization | ||||||||||||||||
Translation | of Cash | ||||||||||||||||
Adjustments | Flow Hedge | Other | Total | ||||||||||||||
Balance at November 3, 2013 | $ | 27,797 | $ | (562 | ) | $ | (832 | ) | $ | 26,403 | |||||||
Other comprehensive income (loss) before reclassifications | (8,551 | ) | - | 27 | (8,524 | ) | |||||||||||
Amounts reclassified from other comprehensive income | - | 32 | - | 32 | |||||||||||||
Net current period other comprehensive income (loss) | (8,551 | ) | 32 | 27 | (8,492 | ) | |||||||||||
Less: other comprehensive loss attributable to noncontrolling interests | 80 | - | - | 80 | |||||||||||||
Redemption of common stock of subsidiary | - | - | (11 | ) | (11 | ) | |||||||||||
Balance at February 2, 2014 | $ | 19,326 | $ | (530 | ) | $ | (816 | ) | $ | 17,980 |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | ||||||||||||||||
Feb. 01, 2015 | |||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||
FAIR VALUE MEASUREMENTS | 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 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. | |||||||||||||||||
The Company did not have any assets or liabilities measured at fair value, on a recurring or a nonrecurring basis, at February 1, 2015 or November 2, 2014. | |||||||||||||||||
Fair Value of Other Financial Instruments | |||||||||||||||||
The fair values of the Company's 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 the Company's convertible senior notes is a Level 2 measurement that is determined using recent bid prices. The table below presents the fair and carrying values of the Company's convertible senior notes at February 1, 2015 and November 2, 2014. | |||||||||||||||||
1-Feb-15 | 2-Nov-14 | ||||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||
3.25% convertible senior notes due 2016 | $ | 59,978 | $ | 57,500 | $ | 122,544 | $ | 115,000 | |||||||||
3.25% convertible senior notes due 2019 | $ | 60,479 | $ | 57,500 | $ | - | $ | - |
SUBSIDIARY_SHARE_REPURCHASE
SUBSIDIARY SHARE REPURCHASE | 3 Months Ended | ||||
Feb. 01, 2015 | |||||
SUBSIDIARY SHARE REPURCHASE [Abstract] | |||||
SUBSIDIARY SHARE REPURCHASE | NOTE 12 - SUBSIDIARY SHARE REPURCHASE | ||||
In January 2014 the Company increased its ownership percentage in PSMC (in 2014 PSMC’s name was changed to PDMC, see Note 2) from 98.63% to 100% at a cost of $1.7 million for the then remaining 3.0 million shares that were not owned by the Company. | |||||
The table below presents the effect of the change in the Company's ownership interest in PDMC on the Company's equity for the three month period ended February 2, 2014. | |||||
Three Months Ended | |||||
February 2, | |||||
2014 | |||||
Net income attributable to Photronics, Inc. shareholders | $ | 1,993 | |||
Increase in Photronics, Inc.'s additional paid-in capital | 36 | ||||
Decrease in Photronics, Inc. shareholders’ accumulated other comprehensive income | (11 | ) | |||
Change from net income attributable to Photronics, Inc. shareholders and transfer from noncontrolling interest | $ | 2,018 | |||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Feb. 01, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 - COMMITMENTS AND CONTINGENCIES |
As of February 1, 2015, the Company had commitments outstanding for capital equipment expenditures of approximately $16 million. | |
The Company is subject to various claims that arise in the ordinary course of business. The Company believes such claims, individually or in the aggregate, will not have a material effect on its condensed consolidated financial statements. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Feb. 01, 2015 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 14 - RECENT ACCOUNTING PRONOUNCEMENTS |
In May 2014 the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2014-09 – Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. 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. This ASU will be effective for the Company in its first quarter of fiscal 2018. Early adoption is not permitted. The ASU allows for either full retrospective or modified retrospective adoption. The Company is evaluating the transition method that will be elected and the potential effects of the adoption of this ASU on its financial statements. |
ACQUISITION_OF_DNP_PHOTOMASK_T1
ACQUISITION OF DNP PHOTOMASK TECHNOLOGY TAIWAN CO., LTD. (Policies) | 3 Months Ended |
Feb. 01, 2015 | |
ACQUISITION OF DNP PHOTOMASK TECHNOLOGY TAIWAN CO., LTD. [Abstract] | |
Business Combinations | The DPTT Acquisition met the conditions of a business combination as defined by Accounting Standards Codification (“ASC”) 805 and, as such, is accounted for under ASC 805 using the acquisition method of accounting. ASC 805 defines the three elements of a business as Input, Process and Output. As a result of the DPTT Acquisition, Photronics acquired the machinery and equipment utilized in the processes to manufacture product, the building that houses the entire operation and the processes needed to manufacture the product, all previously owned by DPTT. The former DPTT employees hired by Photronics in connection with the acquisition brought with them the skills, experience and know-how necessary to provide the operational processes that, when applied to the acquired assets, represent processes being applied to inputs to create outputs. Having met all three elements of a business as defined in ASC 805, the Company determined that the DPTT Acquisition should be accounted for as a business combination. |
In addition to recording the fair values of the net assets acquired, the Company also recorded a gain on acquisition of $16.4 million in the three month period ended May 4, 2014, in accordance with ASC 805 using the acquisition method of accounting. The gain on acquisition was primarily due to the difference between the market values of the acquired real estate and personal property exceeding the fair value of the consideration transferred. In addition, a deferred tax liability of $3.0 million was recorded in the opening balance sheet, which had the effect of reducing the gain on acquisition to $16.4 million. Prior to recording the gain, the Company reassessed whether it had correctly identified all of the assets acquired and all of the liabilities assumed. Additionally, the Company also reviewed the procedures used to measure the amounts of the identifiable assets acquired, liabilities assumed and consideration transferred. |
SHAREBASED_COMPENSATION_Polici
SHARE-BASED COMPENSATION (Policies) | 3 Months Ended |
Feb. 01, 2015 | |
SHARE-BASED COMPENSATION [Abstract] | |
Share-based compensation accounting policy | Option awards generally vest in one to four years, and have a ten-year contractual term. All incentive and non-qualified stock option grants have an exercise price no less than the market value of the underlying common stock on the date of grant. The grant date fair values of options are based on closing prices of the Company’s common stock on the dates of grant using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of the Company's stock. The Company uses 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 option is based on the U.S. Treasury yield curve in effect at the date of grant. |
RECENT_ACCOUNTING_PRONOUNCEMEN1
RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 3 Months Ended |
Feb. 01, 2015 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | |
Recent Accounting Pronouncements | In May 2014 the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2014-09 – Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. 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. This ASU will be effective for the Company in its first quarter of fiscal 2018. Early adoption is not permitted. The ASU allows for either full retrospective or modified retrospective adoption. The Company is evaluating the transition method that will be elected and the potential effects of the adoption of this ASU on its financial statements. |
ACQUISITION_OF_DNP_PHOTOMASK_T2
ACQUISITION OF DNP PHOTOMASK TECHNOLOGY TAIWAN CO., LTD. (Tables) | 3 Months Ended | ||||
Feb. 01, 2015 | |||||
ACQUISITION OF DNP PHOTOMASK TECHNOLOGY TAIWAN CO., LTD. [Abstract] | |||||
Fair values of assets acquired and liabilities assumed | The following table summarizes the provisional fair values of assets acquired and liabilities assumed of DPTT, the fair value of the noncontrolling interests and consideration for DPTT at the acquisition date. These provisional amounts could change as a result of the ultimate realization of the acquired net working capital. | ||||
Cash and cash equivalents | $ | 4,508 | |||
Accounts receivable (gross amount of $28,560, of which $500 is estimated to be uncollectable) | 28,060 | ||||
Inventory | 1,279 | ||||
Deferred tax asset | 9,787 | ||||
Other current assets | 11,517 | ||||
Property, plant and equipment | 95,431 | ||||
Identifiable intangible assets | 1,552 | ||||
Other long-term assets | 1,328 | ||||
Accounts payable and accrued expenses | (32,410 | ) | |||
Deferred tax liability | (3,042 | ) | |||
Other long-term liabilities | (3,291 | ) | |||
Total net assets acquired | 114,719 | ||||
Noncontrolling interests retained by DNP | 57,348 | ||||
57,371 | |||||
Consideration – 49.99% of fair value of PSMC | 40,999 | ||||
Gain on acquisition | $ | 16,372 |
CHANGES_IN_EQUITY_Tables
CHANGES IN EQUITY (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Feb. 01, 2015 | |||||||||||||||||||||||||||||
CHANGES IN EQUITY [Abstract] | |||||||||||||||||||||||||||||
Consolidated changes in equity | The following tables set forth the Company's consolidated changes in equity for the three months ended February 1, 2015 and February 2, 2014: | ||||||||||||||||||||||||||||
Three Months Ended February 1, 2015 | |||||||||||||||||||||||||||||
Photronics, Inc. Shareholders | |||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||||||||
Additional | Other Comprehensive | Non- | |||||||||||||||||||||||||||
Paid-in | Retained | Income | conrolling | Total | |||||||||||||||||||||||||
Shares | Amount | Capital | Earnings | Interests | Equity | ||||||||||||||||||||||||
Balance at November 2, 2014 | 65,930 | $ | 659 | $ | 520,182 | $ | 85,435 | $ | 21,774 | $ | 111,444 | $ | 739,494 | ||||||||||||||||
Net income | - | - | - | 3,837 | - | 3,305 | 7,142 | ||||||||||||||||||||||
Other comprehensive loss | - | - | - | - | (16,179 | ) | (3,863 | ) | (20,042 | ||||||||||||||||||||
Sale of common stock through employee stock option and purchase plans | 166 | 2 | 526 | - | - | - | 528 | ||||||||||||||||||||||
Restricted stock awards vesting and expense | 113 | 1 | 272 | - | - | - | 273 | ||||||||||||||||||||||
Share-based compensation expense | - | - | 600 | - | - | 50 | 650 | ||||||||||||||||||||||
Balance at February 1, 2015 | 66,209 | $ | 662 | $ | 521,580 | $ | 89,272 | $ | 5,595 | $ | 110,936 | $ | 728,045 | ||||||||||||||||
Three Months Ended February 2, 2014 | |||||||||||||||||||||||||||||
Photronics, Inc. Shareholders | |||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||||||||
Additional | Retained | Other | Non- | Total | |||||||||||||||||||||||||
Paid-in | Earnings | Comprehensive | conrolling | Equity | |||||||||||||||||||||||||
Shares | Amount | Capital | Income | Interests | |||||||||||||||||||||||||
Balance at November 3, 2013 | 61,083 | $ | 611 | $ | 498,861 | $ | 59,439 | $ | 26,403 | $ | 2,517 | $ | 587,831 | ||||||||||||||||
Net income | - | - | - | 1,993 | - | 48 | 2,041 | ||||||||||||||||||||||
Other comprehensive loss | - | - | - | - | (8,412 | ) | (80 | ) | (8,492 | ) | |||||||||||||||||||
Sale of common stock through employee stock option and purchase plans | 130 | 1 | 408 | - | - | - | 409 | ||||||||||||||||||||||
Restricted stock awards vesting and expense | 112 | 1 | 208 | - | - | - | 209 | ||||||||||||||||||||||
Share-based compensation expense | - | - | 896 | - | - | - | 896 | ||||||||||||||||||||||
Redemption of common stock by subsidiary | - | - | 36 | - | (11 | ) | (1,715 | ) | (1,690 | ) | |||||||||||||||||||
Balance at February 2, 2014 | 61,325 | $ | 613 | $ | 500,409 | $ | 61,432 | $ | 17,980 | $ | 770 | $ | 581,204 |
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended | ||||||||
Feb. 01, 2015 | |||||||||
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |||||||||
Property, plant and equipment | Property, plant and equipment consists of the following: | ||||||||
February 1, | November 2, | ||||||||
2015 | 2014 | ||||||||
Land | $ | 8,344 | $ | 8,598 | |||||
Buildings and improvements | 122,839 | 124,787 | |||||||
Machinery and equipment | 1,353,457 | 1,367,691 | |||||||
Leasehold improvements | 19,476 | 20,165 | |||||||
Furniture, fixtures and office equipment | 12,784 | 12,086 | |||||||
Construction in progress | 131,225 | 81,351 | |||||||
1,648,125 | 1,614,678 | ||||||||
Less accumulated depreciation and amortization | 1,055,105 | 1,064,609 | |||||||
$ | 593,020 | $ | 550,069 | ||||||
Equipment under capital leases included in property, plant and equipment | Equipment under capital leases are included in above property, plant and equipment as follows: | ||||||||
February 1, | November 2, | ||||||||
2015 | 2014 | ||||||||
Machinery and equipment | $ | 56,245 | $ | 56,245 | |||||
Less accumulated amortization | 11,836 | 10,430 | |||||||
$ | 44,409 | $ | 45,815 |
LONGTERM_BORROWINGS_Tables
LONG-TERM BORROWINGS (Tables) | 3 Months Ended | ||||||||
Feb. 01, 2015 | |||||||||
LONG-TERM BORROWINGS [Abstract] | |||||||||
Long-term borrowings | Long-term borrowings consist of the following: | ||||||||
February 1, | November 2, | ||||||||
2015 | 2014 | ||||||||
3.25% convertible senior notes due in April 2016 | $ | 57,500 | $ | 115,000 | |||||
3.25% convertible senior notes due in April 2019 | 57,500 | - | |||||||
2.77% capital lease obligation payable through July 2018 | 19,211 | 20,481 | |||||||
3.09% capital lease obligation payable through March 2016 | 5,608 | 6,705 | |||||||
139,819 | 142,186 | ||||||||
Less current portion | 10,457 | 10,381 | |||||||
$ | 129,362 | $ | 131,805 |
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended | |||||||||||||
Feb. 01, 2015 | ||||||||||||||
SHARE-BASED COMPENSATION [Abstract] | ||||||||||||||
Weighted-average inputs and risk-free rate of return ranges used to calculate the grant date fair value of options | The weighted-average inputs and risk-free rate of return ranges used to calculate the grant date fair value of options issued during the three month periods ended February 1, 2015 and February 2, 2014, are presented in the following table. | |||||||||||||
Three Months Ended | ||||||||||||||
February 1, | February 2, | |||||||||||||
2015 | 2014 | |||||||||||||
Volatility | 55.1 | % | 61.1 | % | ||||||||||
Risk free rate of return | 1.6 | % | 1.4 | % | ||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Expected term | 4.7 years | 4.6 years | ||||||||||||
Information on outstanding and exercisable option awards | Information on outstanding and exercisable option awards as of February 1, 2015, is presented below. | |||||||||||||
Weighted | ||||||||||||||
Weighted | Average | |||||||||||||
Average | Remaining | Aggregate | ||||||||||||
Exercise | Contractual | Intrinsic | ||||||||||||
Options | Shares | Price | Life | Value | ||||||||||
Outstanding at February 1, 2015 | 3,821,006 | $ | 7.14 | 6.3 years | $ | 8,298 | ||||||||
Exercisable at February 1, 2015 | 2,527,303 | $ | 6.9 | 5.2 years | $ | 7,053 |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | ||||||||
Feb. 01, 2015 | |||||||||
EARNINGS PER SHARE [Abstract] | |||||||||
Calculation of basic and diluted earnings per share | The calculation of basic and diluted earnings per share is presented below. | ||||||||
Three Months Ended | |||||||||
February 1, | February 2, | ||||||||
2015 | 2014 | ||||||||
Net income attributable to Photronics, Inc. shareholders | $ | 3,837 | $ | 1,993 | |||||
Effect of dilutive securities | - | - | |||||||
Earnings for diluted earnings per share | $ | 3,837 | $ | 1,993 | |||||
Weighted-average common shares computations: | |||||||||
Weighted-average common shares used for basic earnings per share | 66,066 | 61,200 | |||||||
Effect of dilutive securities: | |||||||||
Share-based payment awards | 954 | 936 | |||||||
Potentially dilutive common shares | 954 | 936 | |||||||
Weighted-average common shares used for diluted earnings per share | 67,020 | 62,136 | |||||||
Basic earnings per share | $ | 0.06 | $ | 0.03 | |||||
Diluted earnings per share | $ | 0.06 | $ | 0.03 | |||||
Outstanding securities excluded from the calculation of diluted earnings or loss per share | The table below shows 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. The table also shows convertible notes that, if converted, would have been anti-dilutive. | ||||||||
Three Months Ended | |||||||||
February 1, | February 2, | ||||||||
2015 | 2014 | ||||||||
Convertible notes | 11,085 | 15,423 | |||||||
Share-based payment awards | 1,587 | 2,158 | |||||||
Total potentially dilutive shares excluded | 12,672 | 17,581 |
CHANGES_IN_ACCUMULATED_OTHER_C1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BY COMPONENT (Tables) | 3 Months Ended | ||||||||||||||||
Feb. 01, 2015 | |||||||||||||||||
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BY COMPONENT [Abstract] | |||||||||||||||||
Schedule changes in accumulated other comprehensive income by component | The following tables set forth the changes in the Company's accumulated other comprehensive income by component (net of tax of $0) for the three month periods ended February 1, 2015 and February 2, 2014: | ||||||||||||||||
Three Months Ended February 1, 2015 | |||||||||||||||||
Foreign Currency | Amortization | ||||||||||||||||
Translation | of Cash | ||||||||||||||||
Adjustments | Flow Hedge | Other | Total | ||||||||||||||
Balance at November 2, 2014 | $ | 22,651 | $ | (434 | ) | $ | (443 | ) | $ | 21,774 | |||||||
Other comprehensive income (loss) before reclassifications | (20,106 | ) | - | 32 | (20,074 | ) | |||||||||||
Amounts reclassified from other comprehensive income | - | 32 | - | 32 | |||||||||||||
Net current period other comprehensive income (loss) | (20,106 | ) | 32 | 32 | (20,042 | ) | |||||||||||
Less: other comprehensive (income) loss attributable to noncontrolling interests | 3,879 | - | (16 | ) | 3,863 | ||||||||||||
Balance at February 1, 2015 | $ | 6,424 | $ | (402 | ) | $ | (427 | ) | $ | 5,595 | |||||||
Three Months Ended February 2, 2014 | |||||||||||||||||
Foreign Currency | Amortization | ||||||||||||||||
Translation | of Cash | ||||||||||||||||
Adjustments | Flow Hedge | Other | Total | ||||||||||||||
Balance at November 3, 2013 | $ | 27,797 | $ | (562 | ) | $ | (832 | ) | $ | 26,403 | |||||||
Other comprehensive income (loss) before reclassifications | (8,551 | ) | - | 27 | (8,524 | ) | |||||||||||
Amounts reclassified from other comprehensive income | - | 32 | - | 32 | |||||||||||||
Net current period other comprehensive income (loss) | (8,551 | ) | 32 | 27 | (8,492 | ) | |||||||||||
Less: other comprehensive loss attributable to noncontrolling interests | 80 | - | - | 80 | |||||||||||||
Redemption of common stock of subsidiary | - | - | (11 | ) | (11 | ) | |||||||||||
Balance at February 2, 2014 | $ | 19,326 | $ | (530 | ) | $ | (816 | ) | $ | 17,980 |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | ||||||||||||||||
Feb. 01, 2015 | |||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||
Fair and carrying values of convertible senior notes | The fair values of the Company's 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 the Company's convertible senior notes is a Level 2 measurement that is determined using recent bid prices. The table below presents the fair and carrying values of the Company's convertible senior notes at February 1, 2015 and November 2, 2014. | ||||||||||||||||
1-Feb-15 | 2-Nov-14 | ||||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||
3.25% convertible senior notes due 2016 | $ | 59,978 | $ | 57,500 | $ | 122,544 | $ | 115,000 | |||||||||
3.25% convertible senior notes due 2019 | $ | 60,479 | $ | 57,500 | $ | - | $ | - |
SUBSIDIARY_SHARE_REPURCHASE_Ta
SUBSIDIARY SHARE REPURCHASE (Tables) | 3 Months Ended | ||||
Feb. 01, 2015 | |||||
SUBSIDIARY SHARE REPURCHASE [Abstract] | |||||
Effect of change in the entity's ownership interest in PSMC | The table below presents the effect of the change in the Company's ownership interest in PDMC on the Company's equity for the three month period ended February 2, 2014. | ||||
Three Months Ended | |||||
February 2, | |||||
2014 | |||||
Net income attributable to Photronics, Inc. shareholders | $ | 1,993 | |||
Increase in Photronics, Inc.'s additional paid-in capital | 36 | ||||
Decrease in Photronics, Inc. shareholders’ accumulated other comprehensive income | (11 | ) | |||
Change from net income attributable to Photronics, Inc. shareholders and transfer from noncontrolling interest | $ | 2,018 |
BASIS_OF_FINANCIAL_STATEMENT_P1
BASIS OF FINANCIAL STATEMENT PRESENTATION (Details) | 3 Months Ended |
Feb. 01, 2015 | |
Facility | |
BASIS OF FINANCIAL STATEMENT PRESENTATION [Abstract] | |
Effective date of acquisition | 4-Apr-14 |
Ownership percentage in PDMC (in hundredths) | 50.01% |
Manufacturing Facilities By Geographical Region [Line Items] | |
Number of manufacturing facilities | 9 |
DNP [Member] | |
Manufacturing Facilities By Geographical Region [Line Items] | |
Ownership percentage of noncontrolling interests (in hundredths) | 49.99% |
Europe [Member] | |
Manufacturing Facilities By Geographical Region [Line Items] | |
Number of manufacturing facilities | 2 |
Taiwan [Member] | |
Manufacturing Facilities By Geographical Region [Line Items] | |
Number of manufacturing facilities | 3 |
Korea [Member] | |
Manufacturing Facilities By Geographical Region [Line Items] | |
Number of manufacturing facilities | 1 |
United States [Member] | |
Manufacturing Facilities By Geographical Region [Line Items] | |
Number of manufacturing facilities | 3 |
ACQUISITION_OF_DNP_PHOTOMASK_T3
ACQUISITION OF DNP PHOTOMASK TECHNOLOGY TAIWAN CO., LTD. (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | Apr. 04, 2014 | Feb. 01, 2015 | Feb. 02, 2014 |
Business Acquisition [Line Items] | |||
Date of acquisition | 4-Apr-14 | ||
Consideration transferred | $98.30 | ||
Ownership percentage in PDMC (in hundredths) | 50.01% | ||
Acquisition costs related to the merger included in selling, general and administrative expense | $0.40 | ||
DNP [Member] | |||
Business Acquisition [Line Items] | |||
Ownership percentage of noncontrolling interests (in hundredths) | 49.99% | ||
PSMC [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares transferred to noncontrolling interests (in shares) | 112.9 | ||
Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Estimated amortization period | 12 years |
ACQUISITION_OF_DNP_PHOTOMASK_T4
ACQUISITION OF DNP PHOTOMASK TECHNOLOGY TAIWAN CO., LTD., Fair Values of Assets Acquired and Liabilities Assumed (Details) (USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Apr. 04, 2014 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |
Cash and cash equivalents | $4,508 |
Accounts receivable (gross amount of $28,560, of which $500 is estimated to be uncollectable) | 28,060 |
Inventory | 1,279 |
Deferred tax asset | 9,787 |
Other current assets | 11,517 |
Property, plant and equipment | 95,431 |
Identifiable intangible assets | 1,552 |
Other long-term assets | 1,328 |
Accounts payable and accrued expenses | -32,410 |
Deferred tax liability | -3,042 |
Other long-term liabilities | -3,291 |
Total net assets acquired | 114,719 |
Noncontrolling interests retained by DNP | 57,348 |
Total net assets acquired less noncontrolling interests | 57,371 |
Consideration - 49.99% of fair value of PSMC | 40,999 |
Gain on acquisition | 16,372 |
Accounts receivable gross amount | 28,560 |
Accounts receivable estimated to be uncollectable | $500 |
CHANGES_IN_EQUITY_Details
CHANGES IN EQUITY (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Feb. 01, 2015 | Feb. 02, 2014 |
Beginning balance | $739,494 | $587,831 |
Net income | 7,142 | 2,041 |
Other comprehensive loss | -20,042 | -8,492 |
Sale of common stock through employee stock option and purchase plans | 528 | 409 |
Restricted stock awards vesting and expense | 273 | 209 |
Share-based compensation expense | 650 | 896 |
Redemption of common stock by subsidiary | -1,690 | |
Ending balance | 728,045 | 581,204 |
Common Stock [Member] | ||
Beginning balance | 659 | 611 |
Beginning balance (in shares) | 65,930 | 61,083 |
Net income | 0 | 0 |
Other comprehensive loss | 0 | 0 |
Sale of common stock through employee stock option and purchase plans | 2 | 1 |
Sale of common stock through employee stock option and purchase plans (in shares) | 166 | 130 |
Restricted stock awards vesting and expense | 1 | 1 |
Restricted stock awards vesting and expense (in shares) | 113 | 112 |
Share-based compensation expense | 0 | 0 |
Redemption of common stock by subsidiary | 0 | |
Ending balance | 662 | 613 |
Ending balance (in shares) | 66,209 | 61,325 |
Additional Paid-in Capital [Member] | ||
Beginning balance | 520,182 | 498,861 |
Net income | 0 | 0 |
Other comprehensive loss | 0 | 0 |
Sale of common stock through employee stock option and purchase plans | 526 | 408 |
Restricted stock awards vesting and expense | 272 | 208 |
Share-based compensation expense | 600 | 896 |
Redemption of common stock by subsidiary | 36 | |
Ending balance | 521,580 | 500,409 |
Retained Earnings [Member] | ||
Beginning balance | 85,435 | 59,439 |
Net income | 3,837 | 1,993 |
Other comprehensive loss | 0 | 0 |
Sale of common stock through employee stock option and purchase plans | 0 | 0 |
Restricted stock awards vesting and expense | 0 | 0 |
Share-based compensation expense | 0 | 0 |
Redemption of common stock by subsidiary | 0 | |
Ending balance | 89,272 | 61,432 |
Accumulated Other Comprehensive Income [Member] | ||
Beginning balance | 21,774 | 26,403 |
Net income | 0 | 0 |
Other comprehensive loss | -16,179 | -8,412 |
Sale of common stock through employee stock option and purchase plans | 0 | 0 |
Restricted stock awards vesting and expense | 0 | 0 |
Share-based compensation expense | 0 | 0 |
Redemption of common stock by subsidiary | -11 | |
Ending balance | 5,595 | 17,980 |
Non-controlling Interests [Member] | ||
Beginning balance | 111,444 | 2,517 |
Net income | 3,305 | 48 |
Other comprehensive loss | -3,863 | -80 |
Sale of common stock through employee stock option and purchase plans | 0 | 0 |
Restricted stock awards vesting and expense | 0 | 0 |
Share-based compensation expense | 50 | 0 |
Redemption of common stock by subsidiary | -1,715 | |
Ending balance | $110,936 | $770 |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | 3 Months Ended | ||
Feb. 01, 2015 | Feb. 02, 2014 | Nov. 02, 2014 | |
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | $1,648,125,000 | $1,614,678,000 | |
Less accumulated depreciation and amortization | 1,055,105,000 | 1,064,609,000 | |
Property, plant and equipment, net | 593,020,000 | 550,069,000 | |
Equipment under capital leases included in property, plant and equipment [Abstract] | |||
Capital leased assets, gross | 56,245,000 | 56,245,000 | |
Less accumulated amortization | 11,836,000 | 10,430,000 | |
Capital leased assets, net | 44,409,000 | 45,815,000 | |
Depreciation and amortization expense | 19,200,000 | 16,000,000 | |
Land [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | 8,344,000 | 8,598,000 | |
Buildings and improvements [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | 122,839,000 | 124,787,000 | |
Machinery and equipment [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | 1,353,457,000 | 1,367,691,000 | |
Leasehold improvements [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | 19,476,000 | 20,165,000 | |
Furniture, fixtures and office equipment [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | 12,784,000 | 12,086,000 | |
Construction in progress [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | $131,225,000 | $81,351,000 |
JOINT_VENTURE_TECHNOLOGY_LICEN1
JOINT VENTURE, TECHNOLOGY LICENSE AND OTHER AGREEMENTS WITH MICRON TECHNOLOGY, INC (Details) (USD $) | 3 Months Ended | ||
Feb. 01, 2015 | Feb. 02, 2014 | Nov. 02, 2014 | |
Related Party Transaction [Line Items] | |||
Variable interest entity, methodology for determining whether entity is primary beneficiary | This joint venture is a variable interest entity ("VIE") (as that term is defined in the Accounting Standards Codification ("ASC")) because all costs of the joint venture are passed on to the Company and Micron through purchase agreements they have entered into with the joint venture, and it is dependent upon the Company and Micron for any additional cash requirements. On a quarterly basis the Company reassesses whether its interest in MP Mask gives it a controlling financial interest in this VIE. The purpose of this quarterly reassessment is to identify the primary beneficiary (which is defined in the ASC as the entity that consolidates a VIE) of the VIE. As a result of the reassessment in the current quarter, the Company determined that Micron is still the primary beneficiary of the VIE, by virtue of its tie-breaking voting rights within MP Maskbs Board of Managers, thereby giving it the power to direct the activities of MP Mask that most significantly impact its economic performance, including its decision making authority in the ordinary course of business and its purchasing the majority of products produced by the VIE. | ||
Cost of sales | $95,321,000 | $78,660,000 | |
Research and development expenses | 4,681,000 | 4,974,000 | |
Amount owed to MP Mask | 4,100,000 | 4,200,000 | |
Amount receivable from Micron Technology, Inc. | 99,183,000 | 94,515,000 | |
Maximum exposure to loss from investment in VIE | 93,100,000 | 93,100,000 | |
Income (loss) from equity-method investee | 0 | 0 | |
Equity Method Investee [Member] | |||
Related Party Transaction [Line Items] | |||
Cost of sales | 1,300,000 | 1,000,000 | |
Research and development expenses | 200,000 | 200,000 | |
Co-venturer [Member] | |||
Related Party Transaction [Line Items] | |||
Amount receivable from Micron Technology, Inc. | $7,600,000 | $6,800,000 |
LONGTERM_BORROWINGS_Details
LONG-TERM BORROWINGS (Details) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||
Aug. 31, 2014 | Feb. 01, 2015 | Jan. 31, 2015 | Aug. 25, 2013 | Apr. 30, 2011 | Nov. 02, 2014 | |
Long-term borrowings [Abstract] | ||||||
Long-term debt and capital lease obligations | $139,819,000 | $142,186,000 | ||||
Less current portion | 10,457,000 | 10,381,000 | ||||
Long-term debt and capital lease obligations non current | 129,362,000 | 131,805,000 | ||||
Credit Facility [Member] | ||||||
Long-term borrowings [Abstract] | ||||||
Maturity date of debt | 31-Dec-18 | 31-Dec-18 | ||||
Available borrowing capacity | 50,000,000 | 50,000,000 | ||||
Maximum borrowing capacity | 75,000,000 | 75,000,000 | ||||
Amount outstanding under credit facility | 0 | |||||
Current borrowing capacity | 50,000,000 | |||||
Variable interest rate (in hundredths) | 1.69% | |||||
3.25% convertible senior notes due on April 1, 2016 [Member] | ||||||
Long-term borrowings [Abstract] | ||||||
Long-term debt and capital lease obligations | 57,500,000 | 115,000,000 | ||||
Interest rate percentage (in hundredths) | 3.25% | |||||
Maturity date of debt | 1-Apr-16 | |||||
3.25 convertible senior notes due on April 2019 [Member] | ||||||
Long-term borrowings [Abstract] | ||||||
Long-term debt and capital lease obligations | 57,500,000 | 0 | ||||
Interest rate percentage (in hundredths) | 3.25% | |||||
Maturity date of debt | 1-Apr-19 | |||||
Number of shares each note is convertible to (in shares) | 96 | |||||
Face amount of each note converted | 1,000 | |||||
Conversion price per share (in dollars per share) | $10.37 | |||||
2.77% capital lease obligation payable through July 2018 [Member] | ||||||
Long-term borrowings [Abstract] | ||||||
Long-term debt and capital lease obligations | 19,211,000 | 20,481,000 | ||||
Interest rate percentage (in hundredths) | 2.77% | |||||
Maturity date of debt | 31-Jul-18 | |||||
Original face amount of debt | 26,400,000 | |||||
Repayment period of debt | 5 years | |||||
Periodic payments | 500,000 | |||||
Frequency of periodic payment | per month | |||||
Amount payable through the end of lease term | 20,200,000 | |||||
Interest included in lease payments | 1,000,000 | |||||
3.09% capital lease obligation payable through March 2016 [Member] | ||||||
Long-term borrowings [Abstract] | ||||||
Long-term debt and capital lease obligations | 5,608,000 | 6,705,000 | ||||
Interest rate percentage (in hundredths) | 3.09% | |||||
Maturity date of debt | 30-Mar-16 | |||||
Original face amount of debt | 21,200,000 | |||||
Repayment period of debt | 5 years | |||||
Periodic payments | 400,000 | |||||
Frequency of periodic payment | per month | |||||
Amount payable through the end of lease term | 5,700,000 | |||||
Interest included in lease payments | $100,000 |
SHAREBASED_COMPENSATION_Detail
SHARE-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | |
Feb. 01, 2015 | Feb. 02, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Date and terms of plan modification | The Company has a share-based compensation plan ("Plan"), under which options, restricted stock, restricted stock units, stock appreciation rights, performance stock, performance units, and other awards based on, or related to, shares of the Company's common stock may be granted from shares authorized but unissued or shares previously issued and reacquired by the Company. | |
Maximum number of shares of common stock that may be issued (in shares) | 9,000,000 | 6,000,000 |
Share-based compensation costs incurred | $900,000 | $1,100,000 |
Share-based compensation cost capitalized | 0 | 0 |
Income tax benefits realized from stock option exercises | 0 | 0 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Contractual term | 10 years | |
Period for recognition of compensation cost not yet recognized | 2 years 6 months | |
Weighted-average inputs and risk-free rate of return ranges used to calculate the grant date fair value of options [Abstract] | ||
Volatility (in hundredths) | 55.10% | 61.10% |
Risk free rate of return (in hundredths) | 1.60% | 1.40% |
Dividend yield (in hundredths) | 0.00% | 0.00% |
Expected term | 4 years 8 months 12 days | 4 years 7 months 6 days |
Shares [Abstract] | ||
Outstanding at end of period (in shares) | 3,821,006 | |
Exercisable at end of period (in shares) | 2,527,303 | |
Share options granted (in shares) | 302,000 | 612,500 |
Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price, Outstanding at end of period (in dollar per share) | $7.14 | |
Weighted average exercise price, Exercisable at end of period (in dollar per share) | $6.90 | |
Stock options, additional disclosures [Abstract] | ||
Weighted average remaining contractual life, Outstanding at end of period | 6 years 3 months 18 days | |
Weighted average remaining contractual life, Exercisable at end of period | 5 years 2 months 12 days | |
Aggregate intrinsic value, Outstanding at end of period | 8,298,000 | |
Aggregate intrinsic value, Exercisable at end of period | 7,053,000 | |
Weighted-average grant date fair value of options granted (in dollar per share) | $3.88 | $4.45 |
Unrecognized compensation cost related to unvested option awards | 4,400,000 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period for recognition of compensation cost not yet recognized | 2 years 2 months 12 days | |
Nonvested shares [Abstract] | ||
Restricted stock awards granted (in shares) | 111,334 | 111,667 |
Weighted average grant date fair value of restricted stock awards (in dollar per share) | $8.23 | $8.86 |
Compensation cost not yet recognized related to unvested restricted stock awards | $1,500,000 | |
Number of shares of restricted stock outstanding (in shares) | 234,026 | |
Minimum [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 1 year | |
Minimum [Member] | Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 1 year | |
Maximum [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years | |
Maximum [Member] | Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | ||
Feb. 01, 2015 | Feb. 02, 2014 | Nov. 02, 2014 | |
INCOME TAXES [Abstract] | |||
U.S. statutory rate (in hundredths) | 35.00% | 35.00% | |
Unrecognized tax benefits | $5,200,000 | $5,100,000 | |
Unrecognized tax benefits that would impact effective tax rate | 5,100,000 | 5,000,000 | |
Accrued interest and penalties related to unrecognized tax benefits | 100,000 | 100,000 | |
Income Tax Holiday [Line Items] | |||
Dollar effect of income tax holiday | 0 | 0 | |
Income tax benefit (expenses) | -3,134,000 | -2,716,000 | |
Foreign Tax Authority [Member] | PDMC [Member] | |||
Income Tax Holiday [Line Items] | |||
Income tax holiday commencement date | 1-Jan-15 | ||
Income tax holiday termination date | 31-Oct-19 | ||
Per share effect of income tax holiday (dollars per share) | $0 | $0 | |
Income tax benefit (expenses) | $100,000 | ||
Foreign Tax Authority [Member] | PKLT [Member] | |||
Income Tax Holiday [Line Items] | |||
Income tax holiday commencement date | 1-Jan-12 | ||
Income tax holiday termination date | 31-Oct-17 | ||
Per share effect of income tax holiday (dollars per share) | $0 | $0 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 1 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Feb. 01, 2015 | Feb. 02, 2014 | Feb. 28, 2015 |
Calculation of basic and diluted earnings per share [Abstract] | |||
Net income attributable to Photronics, Inc. shareholders | $3,837 | $1,993 | |
Effect of of dilutive securities | 0 | 0 | |
Earnings for diluted earnings per share | $3,837 | $1,993 | |
Weighted-average common shares computations [Abstract] | |||
Weighted-average common shares used for basic earnings per share (in shares) | 66,066 | 61,200 | |
Effect of dilutive securities [Abstract] | |||
Share-based payment awards (in shares) | 954 | 936 | |
Potentially dilutive common shares (in shares) | 954 | 936 | |
Weighted-average common shares used for diluted earnings per share (in shares) | 67,020 | 62,136 | |
Basic earnings per share (in dollars per share) | $0.06 | $0.03 | |
Diluted earnings per share (in dollars per share) | $0.06 | $0.03 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares excluded (in shares) | 12,672 | 17,581 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Share-based payment awards issued after February 1, 2015 (in shares) | 300 | ||
Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares excluded (in shares) | 11,085 | 15,423 | |
Share-Based Payment Awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares excluded (in shares) | 1,587 | 2,158 |
CHANGES_IN_ACCUMULATED_OTHER_C2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BY COMPONENT (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 01, 2015 | Feb. 02, 2014 |
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BY COMPONENT [Abstract] | ||
Other comprehensive income, tax | $0 | $0 |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | 21,774 | 26,403 |
Other comprehensive income (loss) before reclassifications | -20,074 | -8,524 |
Amounts reclassified from other comprehensive income | 32 | 32 |
Net current period other comprehensive income (loss) | -20,042 | -8,492 |
Less: other comprehensive (income) loss attributable to noncontrolling interests | 3,863 | 80 |
Redemption of common stock of subsidiary | -11 | |
Ending Balance | 5,595 | 17,980 |
Foreign Currency Translation Adjustments [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | 22,651 | 27,797 |
Other comprehensive income (loss) before reclassifications | -20,106 | -8,551 |
Amounts reclassified from other comprehensive income | 0 | 0 |
Net current period other comprehensive income (loss) | -20,106 | -8,551 |
Less: other comprehensive (income) loss attributable to noncontrolling interests | 3,879 | 80 |
Redemption of common stock of subsidiary | 0 | |
Ending Balance | 6,424 | 19,326 |
Amortization of Cash Flow Hedges [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | -434 | -562 |
Other comprehensive income (loss) before reclassifications | 0 | 0 |
Amounts reclassified from other comprehensive income | 32 | 32 |
Net current period other comprehensive income (loss) | 32 | 32 |
Less: other comprehensive (income) loss attributable to noncontrolling interests | 0 | 0 |
Redemption of common stock of subsidiary | 0 | |
Ending Balance | -402 | -530 |
Other [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | -443 | -832 |
Other comprehensive income (loss) before reclassifications | 32 | 27 |
Amounts reclassified from other comprehensive income | 0 | 0 |
Net current period other comprehensive income (loss) | 32 | 27 |
Less: other comprehensive (income) loss attributable to noncontrolling interests | -16 | 0 |
Redemption of common stock of subsidiary | -11 | |
Ending Balance | ($427) | ($816) |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Feb. 01, 2015 | Nov. 02, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value Assets And Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $0 | $0 |
Total liabilities | 0 | 0 |
Fair Value [Member] | 3.25% convertible senior notes due 2016 [Member] | ||
Fair and carrying values of the Company's convertible senior notes [Abstract] | ||
Convertible senior notes | 59,978 | 122,544 |
Fair Value [Member] | 3.25% convertible senior notes due 2019 [Member] | ||
Fair and carrying values of the Company's convertible senior notes [Abstract] | ||
Convertible senior notes | 60,479 | 0 |
Carrying Value [Member] | 3.25% convertible senior notes due 2016 [Member] | ||
Fair and carrying values of the Company's convertible senior notes [Abstract] | ||
Convertible senior notes | 57,500 | 115,000 |
Carrying Value [Member] | 3.25% convertible senior notes due 2019 [Member] | ||
Fair and carrying values of the Company's convertible senior notes [Abstract] | ||
Convertible senior notes | $57,500 | $0 |
SUBSIDIARY_SHARE_REPURCHASE_De
SUBSIDIARY SHARE REPURCHASE (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||
Share data in Millions, unless otherwise specified | Feb. 01, 2015 | Feb. 02, 2014 | Jan. 31, 2014 | Nov. 03, 2013 |
Effect of the change in the entity's ownership interest in PSMC [Abstract] | ||||
Net income attributable to Photronics, Inc. shareholders | $3,837,000 | $1,993,000 | ||
Increase (decrease) in Photronics, Inc.'s additional paid-in capital and accumulated other comprehensive income | -11,000 | |||
Change from net income attributable to Photronics, Inc. shareholders and transfer from noncontrolling interest | 2,018,000 | |||
Additional Paid-in Capital [Member] | ||||
Effect of the change in the entity's ownership interest in PSMC [Abstract] | ||||
Increase (decrease) in Photronics, Inc.'s additional paid-in capital and accumulated other comprehensive income | 36,000 | |||
Accumulated Other Comprehensive Income [Member] | ||||
Effect of the change in the entity's ownership interest in PSMC [Abstract] | ||||
Increase (decrease) in Photronics, Inc.'s additional paid-in capital and accumulated other comprehensive income | -11,000 | |||
PSMC [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Subsidiary shares acquired (in shares) | 3 | |||
Payment to minority shareholders | $1,700,000 | |||
Ownership percentage in subsidiary (in hundredths) | 100.00% | 98.63% |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Feb. 01, 2015 |
In Millions, unless otherwise specified | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Outstanding commitments for capital expenditure | $16 |