<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended Commission file number
September 30, 1996 0-20839
-----------------
DUPONT PHOTOMASKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2238819
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
100 TEXAS AVENUE
ROUND ROCK, TEXAS 78664
(Address of principal executive offices)
Registrant's telephone number, including area code: 512-310-6559
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
As of October 31, 1996, 15,100,000 shares of the registrant's common stock,
$.01 par value, were outstanding.
<PAGE>
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Financial Statements
Income Statement for the Three Months Ended September
30, 1995, Pro forma Income Statement for the Three
Months Ended September 30, 1995 and Income Statement
for the Three Months Ended September 30, 1996 3
Balance Sheet at June 30, 1996 and September 30, 1996 4
Statement of Cash Flows for the Three Months Ended
September 30, 1995 and 1996 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
<PAGE>
DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
INCOME STATEMENT
(Dollars in thousands, except per share amounts)
(unaudited)
Pro Forma
for the
Three Months Three Months Three Months
Ended Ended Ended
September 30, September 30, September 30,
1995 1995 1996
------------- ------------- -------------
Sales $ 46,039 $ 46,039 $ 64,244
Cost of goods sold 32,192 31,774 38,939
Selling, general and administrative
expense 5,869 5,990 8,310
Research and development expense -
net 2,458 2,045 2,438
Other operating expense - net 633 494 817
-------- ----------- -----------
Operating profit 4,887 5,736 13,740
Interest (income) expense - net 1,832 46 (200)
Exchange loss 230 121 304
-------- ----------- -----------
Income before income taxes and
minority interest 2,825 5,569 13,636
Provision for income taxes 454 1,949 4,773
-------- ----------- -----------
Income before minority interest 2,371 3,620 8,863
Minority interest in loss of majority
owned joint venture (55) (55) (152)
-------- ----------- -----------
Net income $ 2,426 $ 3,675 $ 9,015
-------- ----------- -----------
-------- ----------- -----------
Earnings per share $ 0.24 $ 0.58
----------- -----------
----------- -----------
Weighted average shares outstanding 15,194,913 15,445,651
----------- -----------
----------- -----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
<PAGE>
DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
BALANCE SHEET
(Dollars in thousands, except par value amounts)
(unaudited)
June 30, September 30,
1996 1996
-------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 20,179 $ 32,282
Accounts receivable, trade - net 32,293 32,682
Accounts receivable, related parties 4,726 5,422
Inventories 10,227 13,364
Deferred income taxes 1,543 2,256
Prepaid expenses and other current assets 3,238 3,410
--------- ---------
Total current assets 72,206 89,416
Property and equipment - net 123,048 125,470
Accounts receivable, related parties 1,928 1,852
Deferred income taxes 3,245 3,118
Other assets 27,466 39,184
--------- ---------
Total assets $ 227,893 $ 259,040
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade $ 8,376 $ 8,411
Accounts payable, related parties 5,885 4,200
Accounts payable, other 2,006 2,712
Short-term borrowings 1,454 1,237
Income taxes payable 2,333 5,226
Other accrued liabilities 17,694 22,479
--------- ---------
Total current liabilities 37,748 44,265
Long-term borrowings 9,324 9,294
Deferred income taxes 11,588 16,392
Other liabilities 3,747 3,162
Minority interest in net assets of
majority owned joint venture 872 720
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value; 25,000,000
shares authorized; 15,100,000 issued
and outstanding 151 151
Additional paid-in capital 152,880 156,625
Unrealized holding gain 11,583 19,416
Retained earnings 9,015
--------- ---------
Total liabilities and stockholders'
equity $ 227,893 $ 259,040
--------- ---------
--------- ---------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
<PAGE>
DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
STATEMENT OF CASH FLOWS
(Dollars in thousands)
(unaudited)
Three Months
Ended
September 30,
1995 1996
-------- --------
Cash flows from operating activities:
Net income $ 2,426 $ 9,015
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation and amortization 6,441 6,282
Other 190 (444)
Cash provided (used) by changes in assets
and liabilities:
Accounts receivable 2,725 (1,045)
Inventories 809 (3,176)
Prepaid expenses and other current assets (644) 600
Accounts payable 777 2,256
Other accrued liabilities 625 4,583
-------- --------
Net cash provided by operating activities 13,349 18,071
-------- --------
Cash flows from investing activities:
Capital expenditures (2,486) (5,362)
-------- --------
Net cash used in investing activities (2,486) (5,362)
-------- --------
Cash flows from financing activities:
Increase (decrease) in borrowings 289 (167)
Cash paid to DuPont - net (7,617)
-------- --------
Net cash used in financing activities (7,328) (167)
-------- --------
Effect of exchange rate changes on cash (254) (439)
-------- --------
Net increase in cash and cash equivalents 3,281 12,103
Cash and cash equivalents at beginning of period 8,412 20,179
-------- --------
Cash and cash equivalents at end of period $ 11,693 $ 32,282
-------- --------
-------- --------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
<PAGE>
DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of DuPont Photomasks,
Inc. and its subsidiaries (the Company) have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission. Accordingly,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These financial statements should
be read in conjunction with the audited financial statements and accompanying
notes thereto included in the Company's 1996 Annual Report on Form 10-K. The
unaudited interim financial statements include all adjustments, consisting
only of normal recurring adjustments, which management considers necessary
for the fair presentation of the interim periods. Results for interim
periods are not necessarily indicative of results for the year.
NOTE 2 - INVENTORIES
Inventories consist of the following:
June 30, September 30,
1996 1996
-------- ------------
Raw materials and supplies $ 7,006 $ 9,084
Work-in-process 785 1,110
Finished product 2,436 3,170
-------- --------
Inventories $ 10,227 $ 13,364
-------- --------
-------- --------
NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company has various purchase commitments incident to the normal course of
business including non-refundable deposits to purchase equipment. In the
aggregate, such commitments are not at prices in excess of current market.
The Company is subject to litigation in the normal course of business.
Management believes the effect, if any, of an unfavorable settlement of such
litigation would not have a material adverse effect on the financial
position, results of operations, cash flows or liquidity of the Company.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and results
of operations should be read in conjunction with the financial statements of
the Company and the related notes thereto. Prior to the Company's initial
public offering (the IPO) on June 13, 1996, it was a wholly-owned subsidiary
of E.I. duPont de Nemours and Company (DuPont). The Company's historical
results prior to the IPO are not necessarily indicative of the results that
would have been achieved if the Company had been independent and may not be
an accurate indication of future results.
The pro forma income statement estimates the effects of certain events
associated with the IPO as if such events had taken place on July 1, 1995.
The pro forma income statement does not purport to represent what the results
of operations of the Company would actually have been had certain events in
fact occurred on July 1, 1995 or to project the results of operations of the
Company for any future period.
RESULTS OF OPERATIONS
SALES
Sales are comprised primarily of photomask sales to semiconductor
manufacturers. Sales increased 39.5% from $46.0 million in the quarter ended
September 30, 1995 to $64.2 million in the quarter ended September 30, 1996.
Sales in North America, Europe and Asia increased from $26.5 million, $11.5
million, and $8.0 million in the quarter ended September 30, 1995 to $35.4
million, $15.3 million, and $13.5 million in the quarter ended September 30,
1996. A continued increase in the demand for advanced photomasks which have
higher average selling prices was a primary contributor to the increase in
sales during this period. This shift in demand reflects what the Company
believes to be a trend toward higher utilization of complex semiconductor
devices with finer line-widths. The increase in sales during this period also
reflects the overall increase in demand for photomasks.
COST OF GOODS SOLD
Cost of goods sold consists of material, labor, depreciation, and overhead.
Cost of goods sold increased 21.0% from $32.2 million in the quarter ended
September 30, 1995 to $38.9 million in the quarter ended September 30, 1996,
resulting primarily from higher costs associated with increased sales. As a
percentage of sales, cost of goods sold decreased from 69.9% in the quarter
ended September 30, 1995 to 60.6% in the quarter ended September 30, 1996.
The decrease was primarily due to continued improvements in capacity
utilization including increased use of internally sourced photoblanks and
pellicles.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
Selling, general and administrative expense includes salaries of sales
personnel, marketing expense, general and administrative expense, and product
distribution expense. Prior to January 1, 1996, general and administrative
expense principally included allocated costs for services provided by
centralized DuPont organizations. The allocated costs are not necessarily
indicative of the costs that would have been incurred if the Company had been
independent. Since January 1, 1996, general and administrative expense has
included fees incurred by the Company under Administrative Service Agreements
with DuPont. Selling, general and administrative expense as a percentage of
sales increased from 12.7% in the quarter ended September 30, 1995 to 12.9%
in the quarter ended September 30, 1996. Selling, general and administrative
expense increased 41.6% from $5.9 million in the quarter ended September 30,
1995 to $8.3 million in the quarter ended September 30, 1996. The increase
was due largely to increases in selling expenses corresponding to increased
sales and increases in incentive compensation expenses corresponding to
increases in earnings.
<PAGE>
RESEARCH AND DEVELOPMENT EXPENSE
Research and development expense consists primarily of employee costs, cost
of material consumed, depreciation of equipment, engineering related costs,
and the Company's allocated share of DuPont's central research and
development. These allocations were $0.6 million in the quarter ended
September 30, 1995. Such allocations terminated December 31, 1995.
Prospectively, the Company will receive services from DuPont central research
and development pursuant to Administrative Service Agreements with DuPont.
Research and development expense, excluding DuPont allocations, increased
from $1.9 million in the quarter ended September 30, 1995 to $2.4 million in
the quarter ended September 30, 1996. However, as a percentage of sales,
research and development expense declined slightly compared to the prior
year, reflecting increased sales. Research and development expense is net of
funds the Company received from customers, industry groups such as SEMATECH
Inc. and the Joint European Submicron Strategic Initiative and government
sources. The Company anticipates that research and development expense will
continue to increase in absolute terms in the future reflecting the Company's
strategy of advancing its technological leadership. However, there can be no
assurance that such expenditures will enable the Company to develop new
technologies or to maintain its technological leadership.
OTHER OPERATING EXPENSE
Other operating expense consists primarily of costs not directly related to
the manufacture of the Company's products. Historically, a significant
portion of this item has been the expense associated with the early
retirement of equipment resulting from technological obsolescence. The
photomasks industry is characterized by rapid technological change and new
product introductions and enhancements which may, in the future, result in
additional technological obsolescence. The timing and amounts of these
retirements are uncertain and difficult to predict. Other operating expense
increased from $0.6 million in the quarter ended September 30, 1995 to $0.8
million in the quarter ended September 30, 1996, primarily related to
increased pre-operating losses from the Company's joint venture in China.
INTEREST (INCOME) EXPENSE
Interest expense was $1.8 million in the quarter ended September 30, 1995 and
interest income was $0.2 million in the quarter ended September 30, 1996.
The primary source of interest expense has been the Company's master note
arrangements with DuPont. On June 28, 1996, DuPont contributed the $90.5
million balance outstanding on the master notes to the Company as a capital
contribution. Interest income results from short-term investment of the
Company's cash balances.
EXCHANGE LOSS
Exchange loss consists of gains and losses resulting from the remeasurement
of the Company's accounts denominated in non-U.S. currencies into U.S.
Dollars, which is the Company's functional currency. Exchange loss was $0.2
million in the quarter ended September 30, 1995 compared to $0.3 million in
the quarter ended September 30, 1996 primarily due to fluctuations of the
U.S. Dollar against the German Mark, French Franc and Korean Won. Exchange
loss is net of the impact of hedging activities designed to reduce exchange
rate exposure.
PROVISION FOR INCOME TAXES
Prior to the IPO, tax expense was determined and allocated to the Company by
applying the separate taxpayer approach outlined in FAS 109. Under this
approach, the Company had net operating loss carryforwards in the U.S. and
Europe some of which became fully utilized during the year ended June 30,
1996. The Company's operations in Korea are subject to a government granted
tax exemption. The Company will continue to enjoy the full benefits of the
tax exemption in Korea until 2001 and a partial benefit thereafter until the
tax exemption terminates in 2003. In actuality, the Company's results were
included in consolidated tax returns filed by DuPont and the tax benefit of
prior year losses was realized by DuPont. Since the IPO, tax expense has
been determined in accordance with FAS 109 and approximates the U.S.
statutory rate.
<PAGE>
MINORITY INTEREST IN LOSS OF MAJORITY OWNED JOINT VENTURE
The minority interest impact of the Company's joint venture in China was
($0.1 million) in the quarter ended September 30, 1995 compared to ($0.2
million) in the quarter ended September 30, 1996, reflecting increased
pre-operating losses from, and partner funding of, the joint venture.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was $34.5 million at June 30, 1996 and $45.2
million at September 30, 1996. The increase in working capital for the
quarter ended September 30, 1996 is due principally to higher cash balances.
Cash provided by operations was $13.3 million in the quarter ended September
30, 1995 and $18.1 million in the quarter ended September 30, 1996. The
increase was primarily the result of higher sales and resultant net income.
The Company believes that cash provided by operations will be its primary
source of liquidity. Cash used in investing activities was $2.5 million in
the quarter ended September 30, 1995 and $5.4 million in the quarter ended
September 30, 1996. The Company's most significant use of cash for investing
activities was capital expenditures. Cash used in financing activities was
$7.3 million in the quarter ended September 30, 1995 and $0.2 million in the
quarter ended September 30, 1996. Prior to the IPO, the Company participated
in DuPont's centralized cash management system whereby substantially all of
the net cash generated by the Company was transferred, principally via the
master notes, to DuPont.
Cash and cash equivalents were $20.2 million at June 30, 1996 and $32.3
million at September 30, 1996. The increase in 1996 was primarily due to the
Company retaining a portion of the cash generated from operations. The
Company's ongoing cash requirement will be for capital expenditures, research
and product development, and working capital. The Company expects capital
expenditures for the remainder of the year ended June 30, 1997 will be
approximately $40 to $50 million. These capital expenditures will be used
primarily to expand the Company's manufacturing capacity and advance the
Company's technical capability.
The Company and DuPont have entered into a two-year credit agreement
effective as of January 1, 1996 pursuant to which DuPont has agreed to
provide a revolving credit/working capital facility to the Company in an
aggregate amount of $30.0 million. The credit facility will serve as a
back-up to cash from operations. There can be no assurance that alternative
sources of financing will be available upon expiration of the credit facility
or that alternative sources of funding will be available if the Company's
borrowing requirements exceed the facility. The credit agreement contains,
among other things, covenants restricting the Company's ability to incur
additional debt. In addition, there can be no assurance that, even if funding
is available, the terms thereof will be attractive to the Company.
OTHER MATTERS
The Company has negotiated an agreement with three other companies that
resulted in the formation of a limited liability company that will pursue
development of advanced photomask fabrication technologies. The Company
believes that, through its participation, it will be able to help meet the
future technology needs of the semiconductor industry for advanced
photomasks. There can be no assurance that the limited liability company
will yield results that are favorable to the Company.
Non-U.S. operations are subject to certain risks inherent in conducting
business abroad, including price and currency exchange controls, fluctuation
in the relative value of currencies, and restrictive governmental actions.
Changes in the relative value of currencies occur from time to time and may,
in certain instances, have a material effect on the Company's results of
operations. The financial statements reflect remeasurement of items
denominated in non-U.S. currencies to U.S. Dollars, the Company's functional
currency. Exchange gains or losses are included in income in the period in
which they occur. Prior to the IPO, DuPont managed the Company's exposure to
<PAGE>
fluctuations in currency exchange rates as part of its overall management of
exchange rate exposure. No separate hedging of the Company's exchange rate
exposure was undertaken. Accordingly, the financial statements prior to the
IPO do not reflect any hedging activities. Effective with the completion of
the IPO, the Company monitors its exchange rate exposure and attempts to
reduce such exposure by hedging. In July 1996, the Company entered into a
Korean Won forward contract designed to reduce such exposure. There can be
no assurance that such forward contract will be adequate to eliminate, or
even mitigate, the impact of the Company's exchange rate exposure. The risks
associated with non-U.S. operations have not, to date, had a material adverse
impact on the Company's liquidity and results of operations. There can,
however, be no assurance that such risks will not have a material adverse
impact on the Company's liquidity and results of operations in the future.
Inflation impacts the Company through increases in the cost of labor,
services, and raw materials. In general, these increases have been mitigated
by periodic increases in the prices of the Company's products.
DISCUSSION OF PRO FORMA
The pro forma income statement estimates the effects that the IPO, various
realignment transactions, and the following would have had on the Company's
results of operations had they occurred as of July 1, 1995: (i) the
discontinuance of DuPont's postretirement benefits and replacement of
DuPont's defined benefit pension plan with the Company's defined contribution
pension plan; (ii) the elimination of DuPont allocated overhead expenses that
are not expected to be incurred by the Company following the IPO; (iii) the
cost of services to be provided by third parties or DuPont, pursuant to
Administrative Service Agreements with DuPont and its subsidiaries, and
additional employees assumed to be hired by the Company to replace those
services previously provided by DuPont; and (iv) recognition of expenses
relating to the Company's stock performance plan. The principal effect of
these adjustments would have been a decrease in costs of goods sold of $0.4
million for the quarter ended September 30, 1995. In addition, selling,
general and administrative expense would have increased by $0.1 million and
research and development expense would have decreased $0.4 million. As a
result of these adjustments, operating profit would have increased by $0.8
million for the quarter ended September 30, 1995. Furthermore, elimination
of the master notes would have decreased interest expense by $1.8 million.
Consequently, net income (offset by an increase in the provision for income
taxes) would have increased by $1.2 million for the quarter ended September
30, 1995.
FORWARD LOOKING STATEMENTS
The discussion in this document contains analysis or trends and other forward
looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements involve management assumptions and are subject to
risks and uncertainties, including the risk factors set forth below which are
fully described in the Company's Annual Report on Form 10-K in "Business -
Risk Factors" pages 10 to 13: (i) capital intensive industry, (ii) rapid
technological change, (iii) relationship with and dependence on semiconductor
industry, (iv) concentration of customers, (v) concentration of and
dependence on suppliers, (vi) competition; reversal of consolidation trend,
(vii) significant international operations, (viii) dependence on management
and technical personnel, (ix) control by and relationship with DuPont, (x) no
independent operating history prior to the IPO, (xi) intellectual property,
(xii) fluctuations in quarterly and annual earnings and (xiii) changes in
governmental laws and regulations.
<PAGE>
PART II
Item 1. Legal Proceedings
The Company is not currently involved in any material legal
proceedings.
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
(11) Statement re Computation of Per Share Earnings
(27) Financial Data Schedule
(B) Reports on Form 8-K
Form 8-K, dated July 15, 1996, filed in connection with the
Company's announced expansions at two of its sites.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DUPONT PHOTOMASKS, INC.
(Registrant)
Date: November 1, 1996 By: /s/ J. MICHAEL HARDINGER
--------------------------------
J. Michael Hardinger
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: November 1, 1996 By: /s/ DAVID S. GINO
--------------------------------
David S. Gino
Executive Vice President - Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
EXHIBIT 11
DUPONT PHOTOMASKS, INC.
EARNINGS PER SHARE COMPUTATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Quarter Ended September 30, 1996
--------------------------------
Primary Fully Diluted
------- -------------
Weighted average shares outstanding 15,100,000 15,100,000
Dilutive effect of stock performance
plans 246,912 345,651
----------- -----------
15,346,912 15,445,651
----------- -----------
----------- -----------
Net income for the period $ 9,015 $ 9,015
Earnings per share $ 0.58 $ 0.58
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF DUPONT PHOTOMASKS, INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 32282
<SECURITIES> 0
<RECEIVABLES> 32682
<ALLOWANCES> 0
<INVENTORY> 13364
<CURRENT-ASSETS> 89416
<PP&E> 293009
<DEPRECIATION> 167539
<TOTAL-ASSETS> 259040
<CURRENT-LIABILITIES> 44265
<BONDS> 9294
0
0
<COMMON> 151
<OTHER-SE> 185056
<TOTAL-LIABILITY-AND-EQUITY> 259040
<SALES> 64244
<TOTAL-REVENUES> 64244
<CGS> 38939
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<OTHER-EXPENSES> 3255
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</TABLE>