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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
Commission file number 0-20839
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DUPONT PHOTOMASKS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 74-2238819
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
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131 OLD SETTLERS BOULEVARD
ROUND ROCK, TEXAS 78664
(Address of principal executive offices)
Registrant's telephone number, including area code: (512) 310-6500
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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 22, 1998, there were 15,294,696 shares of the registrant's
common stock, $.01 par value, outstanding.
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TABLE OF CONTENTS
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PAGE
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PART I
Item 1. Financial Statements
Income Statement for the Three Months Ended September 30, 1997 and 1998....................... 3
Balance Sheet at June 30, 1998 and September 30, 1998......................................... 4
Cash Flow Statement for the Three Months Ended September 30, 1997 and 1998.................... 5
Notes to Financial Statements................................................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......... 8
PART II
Item 1. Legal Proceedings............................................................................. 13
Item 2. Changes in Securities......................................................................... 13
Item 3. Defaults Upon Senior Securities............................................................... 13
Item 4. Submission of Matters to a Vote of Security Holders........................................... 13
Item 5. Other Information............................................................................. 13
Item 6. Exhibits and Reports on Form 8-K.............................................................. 13
Signatures.................................................................................... 14
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DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
INCOME STATEMENT
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
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THREE MONTHS ENDED
SEPTEMBER 30,
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1997 1998
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Sales................................................................................. $ 68,809 $ 60,995
Cost of goods sold.................................................................... 44,172 43,948
Selling, general and administrative expense........................................... 7,878 7,981
Research and development expense...................................................... 3,271 3,866
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Operating profit...................................................................... 13,488 5,200
Other (income) expense................................................................ (202) 447
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Income before income taxes and minority interest...................................... 13,690 4,753
Provision for income taxes............................................................ 4,791 1,473
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Income before minority interest....................................................... 8,899 3,280
Minority interest in loss of majority owned joint venture............................. (304)
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Net income............................................................................ $ 9,203 $ 3,280
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Basic earnings per share.............................................................. $ 0.61 $ 0.21
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Basic weighted average shares outstanding............................................. 15,129,611 15,275,126
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Diluted earnings per share............................................................ $ 0.59 $ 0.21
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Diluted weighted average shares outstanding........................................... 15,684,990 15,613,591
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The accompanying notes are an integral part of this statement.
3
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DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PAR VALUE AMOUNTS)
(UNAUDITED)
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JUNE 30, SEPTEMBER 30,
1998 1998
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ASSETS
Current assets:
Cash and cash equivalents............................................................ $ 19,688 $ 18,883
Accounts receivable, trade........................................................... 47,471 44,319
Accounts receivable, related parties................................................. 3,349 4,572
Inventories.......................................................................... 18,236 17,764
Deferred income taxes................................................................ 6,389 6,488
Prepaid expenses and other current assets............................................ 6,574 9,615
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Total current assets............................................................... 101,707 101,641
Property and equipment................................................................. 244,650 254,498
Accounts receivable, related parties................................................... 1,106 1,184
Deferred income taxes.................................................................. 2,221 3,209
Other assets........................................................................... 2,295 2,071
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Total assets....................................................................... $ 351,979 $ 362,603
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade.............................................................. $ 30,197 $ 25,790
Accounts payable, related parties.................................................... 10,391 7,095
Short-term borrowings................................................................ 2,143 1,084
Income taxes payable................................................................. 1,828 2,863
Other accrued liabilities............................................................ 24,096 22,573
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Total current liabilities.......................................................... 68,655 59,405
Long-term borrowings................................................................... 7,519 7,302
Long-term borrowings, related parties.................................................. 9,000 25,000
Deferred income taxes.................................................................. 12,048 12,117
Other liabilities...................................................................... 1,800 1,845
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value; 25,000,000 shares authorized; 15,258,722 and 15,294,318
issued and outstanding............................................................. 152 153
Additional paid-in capital........................................................... 160,269 160,965
Retained earnings.................................................................... 92,536 95,816
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Total liabilities and stockholders' equity......................................... $ 351,979 $ 362,603
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The accompanying notes are an integral part of this statement.
4
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DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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THREE MONTHS ENDED
SEPTEMBER 30,
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1997 1998
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Cash flows from operating activities:
Net income.............................................................................. $ 9,203 $ 3,280
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization......................................................... 7,569 9,002
Other................................................................................. (119) (1,370)
Cash provided (used) by changes in assets and liabilities:
Accounts receivable................................................................. (978) 3,296
Inventories......................................................................... 417 569
Prepaid expenses and other current assets........................................... 1,616 (2,579)
Accounts payable.................................................................... 8,810 (6,935)
Other accrued liabilities........................................................... 1,209 (558)
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Net cash provided by operating activities......................................... 27,727 4,705
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Cash flows from investing activities:
Capital expenditures.................................................................... (39,689) (18,739)
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Net cash used in investing activities............................................. (39,689) (18,739)
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Cash flows from financing activities:
Increase (decrease) in borrowings....................................................... (58) 14,416
Proceeds from issuance of common stock.................................................. 958 582
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Net cash provided by financing activities......................................... 900 14,998
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Effect of exchange rate changes on cash................................................... (210) (1,769)
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Net decrease in cash and cash equivalents................................................. (11,272) (805)
Cash and cash equivalents at beginning of period.......................................... 51,351 19,688
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Cash and cash equivalents at end of period................................................ $ 40,079 $ 18,883
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</TABLE>
The accompanying notes are an integral part of this statement.
5
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DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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 1998 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 primarily of raw materials.
NOTE 3--COMMITMENTS AND CONTINGENCIES
The Company has executed an agreement with United Microelectronics
Corporation to establish a joint venture to produce photomasks in Taiwan. There
can be no assurance that the joint venture will yield results that are favorable
to the Company. Further, the Company recently announced plans to acquire
Hewlett-Packard's photomask manufacturing business. There can be no assurance
that such acquisition will yield results that are favorable to the Company.
The Company has announced that it plans to build a new photomask production
facility in Singapore designed to service the growing number of semiconductor
manufacturers in Southeast Asia. Plans are to invest $50,000. The Company has
begun construction on, and subsequently announced a delay in completion of, a
new photomask production facility in Gresham, Oregon designed to service the
growing number of semiconductor manufacturers in the northwest United States.
Plans are to invest $75,000. There can be no assurance that construction on
either facility will be completed or that, if completed, either facility will
yield results that are favorable to the Company.
The Company has entered into an agreement with Etec to upgrade its existing
MEBES-Registered Trademark- electron-beam pattern generation tools. The hardware
and software upgrades will enhance the capability of the tools while
simultaneously increasing the speed at which they operate. As part of the
agreement, Etec has purchased the use of technology developed by the Company.
The tools to be upgraded currently reside throughout the Company's integrated
network of production facilities. As part of the agreement, Etec is scheduled to
deliver, and the Company is committed to purchase, the initial upgraded
MEBES-Registered Trademark- tool in 1999, with additional tools scheduled for
upgrades over the course of the next four years. There can be no assurance that
the Company will be successful in upgrading its tools or that such upgraded
tools will yield results that are favorable to the Company.
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
6
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DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOTE 3--COMMITMENTS AND CONTINGENCIES (CONTINUED)
material adverse effect on the financial position, results of operations, cash
flows or liquidity of the Company.
NOTE 4--RECLASSIFICATIONS AND RESTATEMENTS
Certain prior year balances have been reclassified to conform to 1999
presentation. In addition, the Company adopted FAS 128 in the quarter ended
December 31, 1997. Earnings per share for the quarter ended September 30, 1997
have been restated to conform to the requirements of FAS 128.
7
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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 Company's financial
statements and related notes thereto. References to years are to fiscal years
ended June 30. Results for interim periods are not necessarily indicative of
results for the year.
OVERVIEW
Based on worldwide sales, the Company believes it is the largest photomask
manufacturer in the world. It sells its products to approximately 200 customers
in 20 different countries. Essentially all sales are to customers in the
semiconductor manufacturing industry. The Company manufactures a broad range of
photomasks based on customer-supplied design data as well as photoblanks and
pellicles, the principal components of photomasks, primarily for internal
consumption. The Company operates globally with established manufacturing
facilities in North America, Europe and Asia.
Due to the capital intensive nature of photomask manufacturing operations,
at a given threshold of manufacturing capacity, a high proportion of the
Company's operating costs remain relatively constant as sales volume increases
or decreases. To the extent that the Company has under-utilized production
capacity, operating profit increases or decreases significantly as sales volume
increases or decreases. In the early 1990's, the Company had excess capacity.
Therefore, as sales increased in 1996 and 1997, costs associated with
manufacturing remained relatively unchanged and the Company's operating profit
during such periods benefited. As occurred during 1998, the Company anticipates
that operating costs will continue to increase as it adds capacity to position
itself for future growth.
RESULTS OF OPERATIONS
SALES. Sales are comprised primarily of photomask sales to semiconductor
manufacturers. Sales decreased 11.4% from $68.8 million in the quarter ended
September 30, 1997 to $61.0 million in the quarter ended September 30, 1998.
Sales in North America, Europe and Asia decreased from $39.4 million, $14.5
million and $14.9 million in the quarter ended September 30, 1997 to $34.9
million, $13.7 million and $12.4 million in the quarter ended September 30,
1998. Competitive pricing pressure and decreased unit volume were the primary
contributors to the overall decrease in sales during this period. Average
selling price decreases contributed approximately two thirds of the revenue
decrease in the quarter ended September 30, 1998. The balance of the revenue
decrease came from decreased unit volume. The strength of the U.S. Dollar
against the Korean Won adversely impacted sales by approximately $4 million in
the quarter ended September 30, 1998 as compared to the previous year. Non-
photomask related revenue increased from approximately 5% of sales in the
quarter ended September 30, 1997 to approximately 8% of sales in the quarter
ended September 30, 1998 due to an increase in non-recurring technology revenue.
The Company continues to experience an increase in demand for advanced
photomasks. This shift in demand reflects what the Company believes to be a
continued trend toward higher utilization of complex semiconductor devices with
finer line widths.
COST OF GOODS SOLD. Cost of goods sold consists of material, labor,
depreciation and overhead. Cost of goods sold decreased 0.5% from $44.2 million
in the quarter ended September 30, 1997 to $43.9 million in the quarter ended
September 30, 1998 resulting primarily from higher costs associated with
increased manufacturing capacity which were offset by lower costs associated
with decreased sales and ongoing cost containment initiatives. As a percentage
of sales, cost of goods sold increased from 64.2% in the quarter ended September
30, 1997 to 72.1% in the quarter ended September 30, 1998. The percentage of
sales increase was primarily due to margin compression as a result of
competitive pricing pressures, the strength of the U.S. Dollar, costs related to
new facilities and costs related to continued capacity expansions at
8
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existing facilities. As the Company adds capacity to position itself for future
growth, it will incur additional costs related to new facilities and costs
related to capacity expansions at existing facilities.
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. Selling,
general and administrative expense as a percentage of sales increased from 11.4%
in the quarter ended September 30, 1997 to 13.1% in the quarter ended September
30, 1998 resulting primarily from lower sales. Selling, general and
administrative expense increased 1.3% from $7.9 million in the quarter ended
September 30, 1997 to $8.0 million in the quarter ended September 30, 1998.
Selling, general and administrative expense in the quarter ended September 30,
1998 includes $0.6 million of separation costs related to a reduction in
workforce. The Company anticipates that selling, general and administrative
expense will increase in the future.
RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense consists
primarily of employee costs, cost of material consumed, depreciation,
engineering related costs and the Company's share of costs of the limited
liability company discussed below. Research and development expense increased
from $3.3 million in the quarter ended September 30, 1997 to $3.9 million in the
quarter ended September 30, 1998. The increase was due primarily to increased
focus on research and development at the Company's facility in Ichon and the
Company's joint venture participation with Advanced Micro Devices, Micron
Technology and Motorola in a limited liability company called the RTC which was
formed to develop advanced photomask technology and pilot line fabricate
leading-edge photomasks. The Company believes that, through its participation in
the RTC, 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 RTC will yield results that are favorable to the Company.
The Company anticipates that research and development expense will continue
to increase in absolute dollars 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 (INCOME) EXPENSE. Other (income) expense was ($0.2 million) in the
quarter ended September 30, 1997 and $0.4 million in the quarter ended September
30, 1998. The increase relates primarily to interest expense on the Company's
credit agreement as discussed below.
PROVISION FOR INCOME TAXES. The Company's tax expense has been determined
in accordance with FAS 109 and is based on the statutory rates in effect in the
countries in which the Company operates. The Company's operations in Korea are
subject to a government granted tax exemption.
MINORITY INTEREST IN LOSS OF MAJORITY OWNED JOINT VENTURE. The minority
interest impact of the Company's joint venture in China was ($0.3 million) in
the quarter ended September 30, 1997. Minority interest reflects the partner's
share of losses from the joint venture.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was $33.1 million at June 30, 1998 and $42.2
million at September 30, 1998. The increase in working capital is due
principally to lower accounts payable. Cash and cash equivalents were $19.7
million at June 30, 1998 and $18.9 million at September 30, 1998. Cash provided
by operations was $27.7 million in the quarter ended September 30, 1997 and $4.7
million in the quarter ended September 30, 1998.
Cash used in investing activities (capital expenditures) was $39.7 million
in the quarter ended September 30, 1997 and $18.7 million in the quarter ended
September 30, 1998. Management expects capital expenditures for the remainder of
1999 will be approximately $80 to $90 million. Capital expenditures have been
and will be used primarily to expand the Company's manufacturing capacity and
advance
9
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the Company's technical capability. The Company may in the future pursue
additional acquisitions of businesses, products and technologies, or enter into
other joint venture arrangements that could complement or expand the Company's
business. Any material acquisition or joint venture could result in a decrease
to the Company's working capital depending on the amount, timing and nature of
the consideration to be paid.
Cash provided by financing activities was $0.9 million in the quarter ended
September 30, 1997 and $15.0 million in the quarter ended September 30, 1998
and, for the quarter ended September 30, 1998, primarily reflects net borrowings
on the Company's credit agreement. The Company and DuPont have entered into a
credit agreement (the "Credit Agreement") pursuant to which DuPont has agreed to
provide a credit facility to the Company in an aggregate amount of $100.0
million. The Credit Agreement expires in 2001 and any loans thereunder will bear
interest at LIBOR plus 25 basis points. At the Company's option, advances under
the Credit Agreement are convertible into term loans with maturities up to seven
years. To date, the Company has borrowed a maximum of $35.0 million under the
credit facility and at September 30, 1998 borrowings of $25.0 million were
outstanding under the Credit Agreement. The Credit Agreement contains, among
other things, covenants restricting the Company's ability to incur additional
debt.
The Company's ongoing cash requirements will be for capital expenditures,
acquisitions, research and development and working capital. The Company has
executed an agreement with United Microelectronics Corporation to establish a
joint venture to produce photomasks in Taiwan, has announced that it plans to
build a new photomask production facility in Singapore, has begun construction
on, and subsequently announced a delay in completion of, a new photomask
production facility in Gresham, Oregon, has announced that it has entered into
an agreement with Etec to upgrade its existing MEBES-Registered Trademark-
electron-beam pattern generation tools and has recently announced plans to
acquire Hewlett-Packard's photomask manufacturing business. These plans reflect
a significant capital investment over the next five years. Management believes
that cash provided by operations and the Credit Agreement will be sufficient to
meet the Company's cash requirements for at least the next 12 months. Based on
its current operating plans, the Company will require external financing from
time to time to fund its capital expenditures. There can be no assurance that
the Company will be able to obtain the additional financing required to fund
these capital investments on reasonable terms, or at all.
Furthermore, there can be no assurance that alternative sources of financing
will be available upon expiration of the Credit Agreement or that alternative
sources of funding will be available if the Company's borrowing requirements
exceed the facility. In addition, there can be no assurance that, even if
funding is available, the terms thereof will be attractive to the Company.
OTHER MATTERS
In June 1997, the Financial Accounting Standards Board issued FAS 130 and
FAS 131. Neither FAS is expected to have a material impact on the Company. In
June 1998, the Financial Accounting Standards Board issued FAS 133 which is also
not expected to have a material impact on 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
Company's 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. The
Company monitors its exchange rate exposure and attempts to reduce such exposure
by hedging. The Company has entered into Korean Won, French Franc and Japanese
Yen forward contracts designed to reduce such exposure. There can be no
assurance that such forward contracts or any other hedging activity will be
available or adequate to eliminate, or even mitigate, the impact of the
Company's
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exchange rate exposure. There can 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.
Many currently installed computer systems are not capable of distinguishing
21st century dates from 20th century dates. As a result, in less than two years,
computer systems and/or software used by many companies in a very wide variety
of applications will experience operating difficulties unless they are modified
or upgraded to adequately process information involving, related to or dependent
upon the century change. Significant uncertainty exists concerning the scope and
magnitude of problems associated with the century change.
The Company recognizes the need to ensure its operations will not be
adversely impacted by Year 2000 software failures and has established a project
team to address Year 2000 risks. The project team has coordinated the
identification of and is coordinating the implementation of changes to computer
hardware and software applications that will attempt to ensure availability and
integrity of the Company's information systems and the reliability of its
operational systems and manufacturing processes. The Company is also assessing
the potential overall impact of the impending century change on its business,
results of operations and financial position.
The Company has reviewed its information and operational systems and
manufacturing processes in order to identify those products, services or systems
that are not Year 2000 compliant. As a result of this review, the Company has
determined that it will be required to modify or replace certain information and
operational systems so they will be Year 2000 compliant. These modifications and
replacements are being, and will continue to be, made in conjunction with the
Company's overall systems initiatives. The total cost of these Year 2000
compliance activities, estimated at less than $2.0 million, has not been, and is
not anticipated to be, material to the Company's financial position or its
results of operations. The Company expects to complete its Year 2000 project
during 1999. Based on available information, the Company does not believe any
material exposure to significant business interruption exist as a result of Year
2000 compliance issues. Accordingly, the Company has not adopted any formal
contingency plan in the event its Year 2000 project is not completed in a timely
manner. These costs and the timing in which the Company plans to complete its
Year 2000 modification and testing processes are based on management's best
estimates. However, there can be no assurance that the Company will timely
identify and remediate all significant Year 2000 problems, that remedial efforts
will not involve significant time and expense, or that such problems will not
have a material adverse effect on the Company's business, results of operations
or financial position.
The Company also faces risk to the extent that suppliers of products,
services and systems purchased by the Company and others with whom the Company
transacts business on a worldwide basis do not comply with Year 2000
requirements. The Company has initiated formal communications with significant
suppliers and customers to determine the extent to which the Company is
vulnerable to these third parties failure to remediate their own Year 2000
issues. In the event any such third parties cannot provide the Company with
products, services or systems that meet the Year 2000 requirements on a timely
basis, or in the event Year 2000 issues prevent such third parties from timely
delivery of products or services required by the Company, the Company's results
of operations could be materially adversely affected. To the extent Year 2000
issues cause significant delays in, or cancellation of, decisions to purchase
the Company's products or services, the Company's business, results of
operations and financial position would be materially adversely affected.
FORWARD LOOKING STATEMENTS
Certain statements contained in this document that are not historical facts,
are "forward-looking statements," as that term is defined in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
that involve a number of risks and uncertainties. Such forward-looking
statements may concern growth and future operating results, potential
acquisitions and joint ventures, new
11
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manufacturing facilities, capital expenditures, economic climate, new products
and product enhancements, the future importance of photomask technology, the
demand for products, competitive factors, research and development activities
and expenditures, strategic relationships with third parties, liquidity and the
Company's strategy. Such forward-looking statements are generally accompanied by
words such as "plan," "estimate," "expect," "believe," "should," "would,"
"could," "anticipate" or other words that convey uncertainty of future events or
outcomes. Such forward-looking statements are based upon management's current
plans, expectations, estimates and assumptions and are subject to a number of
risks and uncertainties that could significantly affect current plans,
anticipated actions, the timing of such actions and the Company's business,
financial position and results of operations. As a consequence, actual results
may differ materially from expectations, estimates or assumptions expressed in
or implied by any forward-looking statements made by or on behalf of the
Company. Factors which could cause or contribute to such differences include,
but are not limited to, those factors set forth below which are fully discussed
under the caption "Risk Factors" in the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on September 18, 1998 as well
as cautionary statements and other factors set forth elsewhere herein. Risk
Factors: (i) Capital Intensive Industry; Significant Fixed Costs, (ii) Rapid
Technological Change, (iii) Relationship with and Dependence on Semiconductor
Industry, (iv) Fluctuations in Quarterly and Annual Earnings, (v) Competition,
(vi) Significant International Operations, (vii) Asian Market Volatility, (viii)
Manufacturing Risks, (ix) Concentration of Customers, (x) Concentration of and
Dependence on Suppliers, (xi) Dependence on Management and Technical Personnel,
(xii) Control by and Relationship with DuPont, (xiii) Volatility of Market
Price, (xiv) Potential Acquisitions, (xv) Intellectual Property, (xvi) Changes
in Governmental Laws and Regulations, (xvii) Year 2000 Compliance and (xviii)
Potential Effect of Shares Eligible for Future Sales; Registration Rights.
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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
Not applicable
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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.
<TABLE>
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DUPONT PHOTOMASKS, INC.
(Registrant)
Date: November 6, 1998 By: /s/ J. MICHAEL HARDINGER
-----------------------------------------
J. Michael Hardinger
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER (PRINCIPAL EXECUTIVE OFFICER)
Date: November 6, 1998 By: /s/ DAVID S. GINO
-----------------------------------------
David S. Gino
EXECUTIVE VICE PRESIDENT--FINANCE AND
CHIEF FINANCIAL OFFICER (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
</TABLE>
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EXHIBIT 11
DUPONT PHOTOMASKS, INC.
EARNINGS PER SHARE COMPUTATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
BASIC DILUTED
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QUARTER ENDED SEPTEMBER
30, 1997
--------------------------
<S> <C> <C>
Weighted average shares outstanding................................................... 15,129,611 15,129,611
Dilutive effect of stock performance plans............................................ 555,379
------------ ------------
15,129,611 15,684,990
------------ ------------
------------ ------------
Net income............................................................................ $ 9,203 $ 9,203
------------ ------------
------------ ------------
Earnings per share.................................................................... $ 0.61 $ 0.59
------------ ------------
------------ ------------
<CAPTION>
BASIC DILUTED
------------ ------------
QUARTER ENDED SEPTEMBER
30, 1998
--------------------------
<S> <C> <C>
Weighted average shares outstanding................................................... 15,275,126 15,275,126
Dilutive effect of stock performance plans............................................ 338,465
------------ ------------
15,275,126 15,613,591
------------ ------------
------------ ------------
Net income............................................................................ $ 3,280 $ 3,280
------------ ------------
------------ ------------
Earnings per share.................................................................... $ 0.21 $ 0.21
------------ ------------
------------ ------------
</TABLE>
At September 30, 1998, the Company had outstanding anti-dilutive commitments
under its stock performance plans covering 123,850 shares.
<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-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 18,883
<SECURITIES> 0
<RECEIVABLES> 44,319
<ALLOWANCES> 0
<INVENTORY> 17,764
<CURRENT-ASSETS> 101,641
<PP&E> 475,787
<DEPRECIATION> 221,289
<TOTAL-ASSETS> 362,603
<CURRENT-LIABILITIES> 59,405
<BONDS> 32,302
0
0
<COMMON> 153
<OTHER-SE> 256,781
<TOTAL-LIABILITY-AND-EQUITY> 362,603
<SALES> 60,995
<TOTAL-REVENUES> 60,995
<CGS> 43,948
<TOTAL-COSTS> 43,948
<OTHER-EXPENSES> 3,866
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,753
<INCOME-TAX> 1,473
<INCOME-CONTINUING> 3,280
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,280
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.21
</TABLE>
