Photronics Inc: Form 10-Q for the period ended Aug 2, 2026

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

Overview

Management’s discussion and analysis (“MD&A”) of the Company’s financial condition and results of operations should be read in conjunction with its condensed consolidated financial statements and related notes. Various 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 Form 10-K for fiscal year 2025), that may cause actual results to materially differ from these expectations. See “Cautionary Statement Regarding Forward-Looking Statements”.

We sell substantially all of our photomasks to designers and manufacturers of IC and FPD electronic devices. Photomask technology is also being applied to the fabrication of other high-technology products including advanced packaging modules, micro-optical components for applications such as virtual reality/augmented reality and silicon photonics, micro-electronic mechanical systems (MEMS), and diverse nanotechnology applications. Our selling cycle is tightly interwoven with the development and release of new semiconductor and display designs and applications, particularly as they relate to the semiconductor industry's migration to more advanced design nodes and fabrication processes. The demand for photomasks is primarily correlated with new product design activity and to a lesser extent scaling up of manufacturing of end products. Consequently, an increase in semiconductor or display sales does not always result in a corresponding increase in photomask sales. To the extent integrated circuit and flat panel display applications rely less on new design activity, it could result in a reduction in demand for photomasks. In addition, new design methodologies driving a reduction in complexity of photomasks could also reduce demand for photomasks ‒ even if the demand for semiconductors and FPDs increases. More broadly, advances in semiconductor, display, and photomask design and production methods that shift the burden of achieving device performance away from lithography could also reduce the demand for photomasks. While there is no indication today that such diminishing of long-range photomask demand is occurring or will occur, the microelectronics industry has been volatile, experiencing periodic downturns and slowdowns in design activity. These negative trends have been characterized by, among other things, diminished product demand, excess production capacity, and accelerated erosion of selling 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 twenty-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. However, the demand for some IC photomasks can extend longer than the traditional time period; thus, for some products, our backlog can expand to as long as two to three months.

The global semiconductor and FPD industries are driven by end markets which have broad application in the global economy including but not limited to consumer-driven applications, data centers that support AI implementation, electric vehicles and national security. 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 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.

We are focused on improving our competitiveness by advancing our technology and reducing costs and, in connection therewith, have invested and plan to continue to invest in manufacturing equipment to serve both the high-end and mainstream photomask markets. As we face challenges that require us to make significant improvements in our competitiveness, we continue to implement programs to streamline, drive efficiency and reduce costs in our infrastructure.

State-of-the-art production for semiconductor masks is considered to be 4 or 5 nanometer and smaller including EUV lithography for ICs and Generation 8.6 AMOLED display-based process technologies for FPDs. However, we define our high-end product category as 28nm and below for semiconductors and Generation 10.5 plus, Generation 6 and 8 AMOLED and LTPS for displays. This is consistent with current merchant mask industry definitions. Moreover, design nodes above 28nm and FPD processes for standard LCD displays below Generation 10 are considered mainstream or standard products. At these geometries and various high-end nodes, we can produce full lines of photomasks, and there is no significant technology employed by our competitors that is not available to us. We expect advanced node designs to continue to move to production throughout fiscal 2026, and we believe we are well positioned to service an increasing volume of this business as a result of our investments in manufacturing processes and technology in the regions where our customers are located.

The photomask industry has been and is expected to continue to be characterized by technological change and evolving industry standards. In order to remain competitive, we will be required to continually anticipate, respond to, and utilize changing technologies. In particular, we believe that, as semiconductor geometries continue to become smaller and/or more complex, and display designs become larger or otherwise more advanced, we will be required to manufacture even more complex products, including photomasks with advanced optical proximity correction, increase of curvilinear patterning and EUV photomasks. Additionally, demand for photomasks has been, and could in the future be, adversely affected by changes in high-performance electronics fabrication methods that affect the type or quantity of photomasks used, such as changes in semiconductor demand that favor programmable IC devices and other approaches that replace application-specific ICs, or the use of certain chip-stacking methodologies that lessen the emphasis on conventional lithography technology. Furthermore, increased market acceptance of alternative methods of transferring circuit designs onto semiconductor wafers could reduce or eliminate the need for photomasks in the production of semiconductors.

Our revenues have benefited, and our costs, including depreciation, have been affected by the increased demand for high-end-technology photomasks that require more advanced manufacturing capabilities, but generally command higher ASPs. Our year-to-date capital expenditure payments were $130.4 million and $120.6 million in the nine months ended August 2, 2026 and the nine months ended August 3, 2025, respectively. Nonetheless, we intend to continue to make the required investments to support the technological and production requirements of our customers that we believe will continue to enable our growth. This includes investments to replace end-of-life mask-making equipment with higher-performing systems that better serve our customers. In support of this effort, we expect capital expenditure payments to be in the range of $255 million to $305 million in fiscal year 2026.

The manufacture of photomasks for use in fabricating ICs, FPDs, and other related products built using comparable photomask-based process technologies has been, and continues to be, capital intensive. Our employees and our integrated global manufacturing network represent a significant portion of our fixed operating cost base. Should our revenue decrease as a result of a decrease in design releases from our customers, we may have excess or underutilized production capacity, which could significantly impact our operating margins, or result in write-offs from asset impairments.

Results of Operations

All the following tabular comparisons, unless otherwise indicated, are for the three months ended August 2, 2026, May 3, 2026 and August 3, 2025 and the nine months ended August 2, 2026 and August 3, 2025.

The analysis and tables in this MD&A section may not foot due to rounding.

The following tables present selected operating information expressed as a percentage of revenue.

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Revenue

Our quarterly revenues can be affected by the seasonal purchasing practices of our customers. As a result, demand for our products is typically impacted during the first quarter of our fiscal year by the North American, European, and Asian holiday periods, as some of our customers may adjust their buying activities during those periods.

The following tables present changes in revenue disaggregated by product type and geographic origin.

Changes in Revenue by Product Type ($ in millions)

* High-end photomasks typically have higher ASPs than mainstream products.

Changes in Revenue by Geographic Origin ($ in millions) **

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

Revenue in the three months ended August 2, 2026 increased $6.1 million or 2.9% compared with the three months ended May 3, 2026, mainly due to improved business conditions in Taiwan along with the U.S. and South Korea, particularly at the high-end. Revenue increased $5.7 million or 2.7% compared with the three months ended August 3, 2025, primarily driven by higher demand in our IC business.

IC revenue increased by $7.2 million or 4.9% in the three months ended August 2, 2026 compared with the three months ended May 3, 2026, and increased by $6.8 million or 4.6% compared with the three months ended August 3, 2025, as a result of a recovery from previously delayed semiconductor design releases and acceleration of node migration trends. IC revenue increased $9.8 million or 2.1% in the nine months ended August 2, 2026 compared with the nine months ended August 3, 2025, primarily driven by increased global demand for high-end products.

FPD revenue decreased $1.1 million or 1.7% in the three months ended August 2, 2026 compared with the three months ended May 3, 2026, and decreased $1.2 million or 1.9% compared with the three months ended August 3, 2025 influenced by the timing of consumer electronic launches in emerging markets that were impacted by the industry's tight memory conditions. FPD revenue increased $7.7 million or 4.4% in the nine months ended August 2, 2026 compared with the nine months ended August 3, 2025, mainly due to the increased demand for both high-end and mainstream products.

Gross Margin ($ in millions)

Gross margin increased to 33.2% in the three months ended August 2, 2026 compared with 31.3% in the three months ended May 3, 2026, primarily due to a favorable product mix as well as increased revenue and the associated operating leverage in our financial model.

Gross margin decreased to 33.2% in the three months ended August 2, 2026 compared with 33.7% in the three months ended August 3, 2025, primarily due to higher manufacturing costs and increased labor and benefits costs.

Gross margin decreased to 33.2% in the nine months ended August 2, 2026 compared with 35.4% in the nine months ended August 3, 2025, primarily due to higher material costs, labor and benefits costs and manufacturing costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $22.5 million in the three months ended August 2, 2026, an increase of $1.8 million compared with $20.8 million in the three months ended May 3, 2026, and an increase of $4.1 million compared with $18.4 million in the three months ended August 3, 2025, primarily due to higher labor and benefits costs and professional services.

Selling, general and administrative expenses were $64.6 million in the nine months ended August 2, 2026, compared with $55.6 million in the nine months ended August 3, 2025. The increase of $9.0 million was primarily due to higher labor and benefits costs and professional services.

Research and Development Expenses

Research and development expenses, which primarily consist of development and qualification efforts related to process technologies for high-end IC and FPD applications, were $3.7 million in the three months ended August 2, 2026, compared with $2.8 million in the three months ended May 3, 2026 and $4.3 million in the three months ended August 3, 2025. The $0.9 million increase from the three months ended May 3, 2026 was primarily due to increased qualification activities in Asia and the U.S. The $0.6 million decrease from the three months ended August 3, 2025 was primarily due to reduced development activities in the U.S.

Research and development expenses were $9.1 million in the nine months ended August 2, 2026, compared with $12.6 million in the nine months ended August 3, 2025. The $3.5 million decrease was primarily due to reduced qualification activities in the U.S.

Other Income (Expense), net ($ in millions)

Other Income decreased $2.3 million in the three months ended August 2, 2026 compared with the three months ended May 3, 2026 and increased $18.8 million compared with the three months ended August 3, 2025, primarily due to foreign currency transaction gains and losses. These foreign currency impacts were primarily driven by fluctuations in the New Taiwan dollar and the South Korean won relative to the U.S. dollar.

Other Income increased by $51.0 million in the nine months ended August 2, 2026 compared with the nine months ended August 3, 2025, primarily due to foreign currency transaction gains and losses driven by favorable movement in the New Taiwan dollar.

Income Tax Provision ($ in millions)

On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework. The EU effective dates were January 1, 2024, and January 1, 2025, for different aspects of the directive. A significant number of other countries continue to implement similar legislation with varying effective dates. The Company is currently subject to Pillar Two, but we estimate that the financial impact is currently immaterial. We will continuously evaluate the potential impact of the Pillar Two Framework as future changes in legislation are enacted.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant changes to federal tax law and other regulatory provisions that may impact the Company. As the legislation enacted applies to tax years beginning after December 31, 2024, the impacts are effective starting in our FY26. The Company has evaluated applicable provisions of the OBBBA for FY26 and has included the estimated impacts within the FY26 provision.

The effective income tax rate is sensitive to the jurisdictional mix of earnings.

The effective income tax rate increased in the three months ended August 2, 2026, compared with the three months ended May 3, 2026, primarily due to changes in the jurisdictional mix of earnings.

The effective income tax rate decreased in the three months ended August 2, 2026, compared with the three months ended August 3, 2025, primarily due to a decrease in foreign taxes as well as changes in the jurisdictional mix of earnings.

The effective income tax rate decreased in the nine months ended August 2, 2026 compared with the nine months ended August 3, 2025, primarily due to investment tax credits in a non-U.S. jurisdiction in FY26.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased to $15.0 million in the three months ended August 2, 2026, compared with $11.8 million in the three months ended May 3, 2026, and increased by $8.7 million in the three months ended August 2, 2026 from the three months ended August 3, 2025. The increase observed in both periods is primarily attributable to the net income increase in our Taiwan-based joint venture.

Net income attributable to noncontrolling interests was $44.0 million in the nine months ended August 2, 2026, compared with $37.0 million in the nine months ended August 3, 2025. The $7 million increase was a result of an increase in net income at our Taiwan-based joint venture.

Liquidity and Capital Resources

Our primary sources of liquidity are our cash on hand and cash we generate from operations. Cash and cash equivalents were $549.5 million and $492.3 million as of August 2, 2026, and October 31, 2025, respectively. As of August 2, 2026, total cash and cash equivalents included $509.9 million held by foreign subsidiaries, including an aggregate of $408.5 million held by our joint ventures in Taiwan and China (consisting of $330.7 million held by our joint venture in Taiwan and $77.8 million held by our joint ventures in China). In addition, we currently have CNY 200 million or $25 million of borrowing capacity, at our discretion, in China to support local operations. This facility is subject to annual reviews and extensions with a current expiration date of August 31, 2027. As of August 2, 2026, PDMCX had no outstanding borrowings against the facility.

We consolidate our joint venture entities and control the boards of directors of such entities. In addition, we possess sufficient voting rights under the applicable joint venture agreements to approve dividend distributions through the ordinary governance process. Cash dividend declarations by our joint ventures do not require supermajority approval and cannot be blocked by minority shareholders. Accordingly, we believe the governance structure of our joint venture entities does not restrict our ability to cause distributions to be made from such entities. Transfers of funds from China are subject to the procedures and requirements of China’s State Administration of Foreign Exchange, as well as applicable withholding taxes and other local compliance requirements. However, we believe that these considerations primarily affect the timing, administrative process, and net proceeds associated with distributions rather than our ability to access the underlying cash balances.

We continually evaluate alternatives for efficiently funding our capital expenditures and ongoing operations. These reviews may result in our engagement in a variety of investing and financing transactions including borrowings, the transfer of cash 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 certain jurisdictions, repatriation of these funds to the U.S. may subject them to U.S. state income taxes and/or local country withholding taxes. We believe that our liquidity, including available 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, the cash we generate from operations and short-term investments, we plan to continue to invest in our business, with investments targeted at aligning with our customers’ technology road maps. In addition, we stand ready to invest in mergers, acquisitions, or strategic partnerships, should a suitable opportunity arise.

We estimate our capital expenditures for fiscal year 2026 to be in the range of $255 million to $305 million mainly in Asia and the U.S.; these investments will be targeted towards high-end and mainstream capacity that will increase operating capability and efficiency, and enable us to support our customers’ near-term demands. As of August 2, 2026, we had outstanding capital commitments of approximately $215.3 million and accrued liabilities related to capital equipment purchases of approximately $48.9 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 $257.3 million of our total $264.2 million committed and recognized obligations for capital expenditures over the next twelve months.

On August 28, 2024, the Board of Directors authorized an increase to the Company’s existing share repurchase program from the remaining $31.7 million to $100 million. In June 2025, the Board of Directors authorized an additional $25 million of share repurchases. During the fiscal year ended October 31, 2025, the Company repurchased 5.0 million shares for $97.4 million. During the three months and nine months ended August 2, 2026, the Company did not repurchase any shares. As a result, $27.6 million remained available under this authorization as of August 2, 2026. Depending on market conditions, we may utilize some or the entire remaining approved amount to reacquire additional shares.

As discussed in Note 6 – PDMCX Joint Venture of the Company’s condensed consolidated financial statements, DNP, the noncontrolling interest in the Company’s China-based joint venture has, under certain circumstances, the right to put its interest in the joint venture to Photronics, or to purchase the Company’s interest in the joint venture. Under all such circumstances, the sale of DNP’s interest would be at 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. As of the date of issuance of this report, DNP had not indicated its intention to exercise this right. As of August 2, 2026, Photronics and DNP each had net investments in this joint venture of approximately $183.3 million.

Cash Flows ($ in millions)

Operating Activities: Net cash from operating activities reflects net income adjusted for certain non-cash items, including depreciation and amortization, share-based compensation, and the effects of changes in operating assets and liabilities. Net cash provided by operating activities increased by $60.6 million in the nine months ended August 2, 2026, compared with the nine months ended August 3, 2025, primarily due to the increased net income and positive changes in working capital.

Investing Activities: Net cash flows used in investing activities decreased by $22.9 million in the nine months ended August 2, 2026, compared with the nine months ended August 3, 2025, primarily driven by an increase in proceeds from maturities and sales of short-term investments of $113.7 million, partially offset by an $82.1 million increase in purchases of short-term investments.

Financing Activities: Net cash used in financing activities decreased by $115.0 million in the nine months ended August 2, 2026 compared with the nine months ended August 3, 2025. This was primarily driven by a decrease in common stock repurchases of $97.4 million and debt repayments of $18.0 million.

The negative impact of changes in foreign currency exchange rates on cash, cash equivalents, and restricted cash balances was $12.3 million in the nine months ended August 2, 2026.

Non-GAAP Financial Measures

Non-GAAP Net Income attributable to Photronics, Inc. shareholders and non-GAAP diluted earnings per share attributable to Photronics, Inc. shareholders are "non-GAAP financial measures" as such term is defined by Regulation G of the Securities and Exchange Commission and may differ from similarly named non-GAAP financial measures used by other companies. The financial tables below reconcile Photronics, Inc. financial results under U.S. GAAP to our non-GAAP financial information. We believe these non-GAAP financial measures that exclude certain items are useful for analysts and investors to evaluate the Company’s on-going performance because they enable a more meaningful comparison of historical results of the Company’s core business. These non-GAAP metrics are not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to Net income (loss), Net income (loss) per share, or any other measure of consolidated results under U.S. GAAP. The items excluded from these non-GAAP metrics but included in the calculation of their closest U.S. GAAP equivalent, are significant components of the condensed consolidated statement of income and must be considered in performing a comprehensive assessment of overall financial performance.

The following table reconciles U.S. GAAP net income and diluted earnings per share attributable to Photronics, Inc. shareholders to the non-GAAP net income and diluted earnings per share attributable to Photronics, Inc. shareholders for the indicated periods. The columns may not foot due to rounding.

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Business Outlook

Our current business outlook and guidance was provided in the Photronics third quarter fiscal year 2026 earnings press release, earnings presentation, and financial results conference call, but is not incorporated herein. These can be accessed in the investor section of our website - www.photronics.com (http://www.photronics.com). Information included on our website is not incorporated in this Form 10-Q.

Our future results of operations and the other forward-looking statements contained in this filing and in the Photronics third quarter fiscal year 2026 earnings press release, and the related financial results conference call and earnings presentation involve a number of risks and uncertainties, some of which were discussed in Part I, Item 1A of our 2025 Form 10-K. These factors and a number of other unforeseeable factors could cause actual results to differ materially from our expectations.

Critical Accounting Estimates

Please refer to Part II, Item 7 of our 2025 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, 2025.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Rate Risk

We conduct business in several major 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 yuan, and the Singapore dollar. The functional currencies of our European subsidiaries are the British pound sterling and the euro. In addition, we engage in transactions and have 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 entity where it was produced, or purchase products in a currency that differs from the functional currency of the purchasing entity. We may also enter into derivative contracts to mitigate our exposure to foreign currency fluctuations when we have a significant purchase obligation or 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.

Our primary net foreign currency exposures as of August 2, 2026, included the South Korean won, the Japanese yen, the New Taiwan dollar, the Chinese yuan, the Singapore dollar, the British pound sterling, and the euro. As of that date, a 10% adverse movement in the value of currencies different from the functional currencies of our subsidiaries would have resulted in a net unrealized pre-tax loss of $71.5 million, which represents an increase of $4.7 million from our exposure as of May 3, 2026. Our most significant exposures at August 2, 2026, were exposures of the New Taiwan dollar and the South Korean won against the U.S. dollar. We do not believe that a 10% change in the exchange rates of other non-U.S. dollar currencies, other than the aforementioned currencies, would have had a material effect on our August 2, 2026 condensed consolidated financial statements.

Interest Rate Risk

A 10% adverse or favorable movement in the interest rates on our variable rate borrowings would not have had a material effect on the Company’s August 2, 2026 condensed consolidated financial statements, as there were no variable rate borrowings outstanding as of the balance sheet date.

Inflation Risk

Inflationary factors generally affect us by increasing material, labor and overhead costs, as well as costs associated with certain risks identified above, which may adversely affect our results of operations and financial position. We have historically been able to recover the impacts of inflation through sales price increases; however, we cannot reasonably estimate our ability to successfully recover any impact of inflation through price increases in the future. Our inability to do so could harm our results of operations and financial position.

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 Exchange Act, designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the 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 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 were no changes to our internal control over financial reporting during the fiscal quarter ended August 2, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION