<PAGE>
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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
<TABLE>
<S> <C>
FOR THE QUARTERLY PERIOD ENDED: COMMISSION FILE NUMBER: 0-20839
DECEMBER 31, 1997
</TABLE>
------------------------
DUPONT PHOTOMASKS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 74-2238819
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
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 January 21, 1998, there were 15,167,154 shares of the registrant's
common stock, $.01 par value, outstanding.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PART I
Item 1. Financial Statements
Income Statement for the Three Months Ended December 31, 1996 and 1997................................. 3
Income Statement for the Six Months Ended December 31, 1996 and 1997................................... 4
Balance Sheet at June 30, 1997 and December 31, 1997................................................... 5
Statement of Cash Flows for the Six Months Ended December 31, 1996 and 1997............................ 6
Notes to Financial Statements.......................................................................... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......................................................... 8
PART II
Item 1. Legal Proceedings................................................................................ 12
Item 2. Changes in Securities............................................................................ 12
Item 3. Defaults Upon Senior Securities.................................................................. 12
Item 4. Submission of Matters to a Vote of Security Holders.............................................. 12
Item 5. Other Information................................................................................ 12
Item 6. Exhibits and Reports on Form 8-K................................................................. 12
Signatures....................................................................................... 13
</TABLE>
2
<PAGE>
DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
INCOME STATEMENT
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
--------------------------
1996 1997
------------ ------------
<S> <C> <C>
Sales................................................................................. $ 64,260 $ 67,328
Cost of goods sold.................................................................... 39,704 44,832
Selling, general and administrative expense........................................... 7,661 7,745
Research and development expense...................................................... 2,933 3,060
------------ ------------
Operating profit...................................................................... 13,962 11,691
Interest income....................................................................... (296) (168)
Exchange (gain) loss.................................................................. 97 (78)
------------ ------------
Income before income taxes and minority interest...................................... 14,161 11,937
Provision for income taxes............................................................ 4,962 4,059
------------ ------------
Income before minority interest....................................................... 9,199 7,878
Minority interest in loss of majority owned joint venture............................. (234) (383)
------------ ------------
Net income............................................................................ $ 9,433 $ 8,261
------------ ------------
------------ ------------
Basic earnings per share.............................................................. $ 0.62 $ 0.54
------------ ------------
------------ ------------
Basic weighted average shares outstanding............................................. 15,100,000 15,165,132
------------ ------------
------------ ------------
Diluted earnings per share............................................................ $ 0.61 $ 0.53
------------ ------------
------------ ------------
Diluted weighted average shares outstanding........................................... 15,539,182 15,605,359
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of this statement.
3
<PAGE>
DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
INCOME STATEMENT
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
----------------------------
1996 1997
------------- -------------
<S> <C> <C>
Sales.............................................................................. $ 128,504 $ 136,137
Cost of goods sold................................................................. 79,460 89,004
Selling, general and administrative expense........................................ 15,971 15,623
Research and development expense................................................... 5,371 6,331
------------- -------------
Operating profit................................................................... 27,702 25,179
Interest income.................................................................... (496) (545)
Exchange loss...................................................................... 401 97
------------- -------------
Income before income taxes and minority interest................................... 27,797 25,627
Provision for income taxes......................................................... 9,735 8,850
------------- -------------
Income before minority interest.................................................... 18,062 16,777
Minority interest in loss of majority owned joint venture.......................... (386) (687)
------------- -------------
Net income......................................................................... $ 18,448 $ 17,464
------------- -------------
------------- -------------
Basic earnings per share........................................................... $ 1.22 $ 1.15
------------- -------------
------------- -------------
Basic weighted average shares outstanding.......................................... 15,100,000 15,165,132
------------- -------------
------------- -------------
Diluted earnings per share......................................................... $ 1.19 $ 1.12
------------- -------------
------------- -------------
Diluted weighted average shares outstanding........................................ 15,443,047 15,662,657
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part of this statement.
4
<PAGE>
DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PAR VALUE AMOUNTS)
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1997
---------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents............................................................ $ 51,351 $ 28,999
Accounts receivable, trade........................................................... 38,973 39,221
Accounts receivable, related parties................................................. 3,670 3,355
Inventories.......................................................................... 15,651 16,000
Deferred income taxes................................................................ 3,351 3,753
Prepaid expenses and other current assets............................................ 8,711 9,579
---------- ------------
Total current assets............................................................... 121,707 100,907
Property and equipment................................................................. 162,310 198,705
Accounts receivable, related parties................................................... 1,746 992
Deferred income taxes.................................................................. 2,386 1,940
Other assets........................................................................... 3,430 2,706
---------- ------------
Total assets....................................................................... $ 291,579 $ 305,250
---------- ------------
---------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade.............................................................. $ 27,207 $ 25,993
Accounts payable, related parties.................................................... 4,889 5,856
Short-term borrowings................................................................ 1,845 1,985
Income taxes payable................................................................. 1,295 103
Other accrued liabilities............................................................ 20,389 18,983
---------- ------------
Total current liabilities.......................................................... 55,625 52,920
Long-term borrowings................................................................... 10,473 9,187
Deferred income taxes.................................................................. 6,300 6,256
Other liabilities...................................................................... 2,597 1,611
Minority interest in net assets of majority owned joint venture........................ 687
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value; 25,000,000 shares authorized;
15,104,568 and 15,166,720 issued and outstanding................................... 151 152
Additional paid-in capital........................................................... 156,742 158,656
Retained earnings.................................................................... 59,004 76,468
---------- ------------
Total liabilities and stockholders' equity......................................... $ 291,579 $ 305,250
---------- ------------
---------- ------------
</TABLE>
The accompanying notes are an integral part of this statement.
5
<PAGE>
DUPONT PHOTOMASKS, INC. AND SUBSIDIARIES
STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
----------------------
1996 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income.............................................................................. $ 18,448 $ 17,464
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization......................................................... 12,775 15,375
Other................................................................................. (671) (1,200)
Cash provided (used) by changes in assets and liabilities:
Accounts receivable................................................................. (2,304) (2,898)
Inventories......................................................................... (4,046) (349)
Prepaid expenses and other current assets........................................... (536) (984)
Accounts payable.................................................................... 8,470 20,386
Other accrued liabilities........................................................... 2,142 (1,408)
---------- ----------
Net cash provided by operating activities......................................... 34,278 46,386
---------- ----------
Cash flows from investing activities:
Capital expenditures.................................................................... (22,814) (68,414)
---------- ----------
Net cash used in investing activities............................................. (22,814) (68,414)
---------- ----------
Cash flows from financing activities:
Increase (decrease) in borrowings....................................................... 18 (160)
Net proceeds from issuance of common stock.............................................. 1,055
---------- ----------
Net cash provided by financing activities......................................... 18 895
---------- ----------
Effect of exchange rate changes on cash................................................... (546) (1,219)
---------- ----------
Net increase (decrease) in cash and cash equivalents...................................... 10,936 (22,352)
Cash and cash equivalents at beginning of period.......................................... 20,179 51,351
---------- ----------
Cash and cash equivalents at end of period................................................ $ 31,115 $ 28,999
---------- ----------
---------- ----------
</TABLE>
The accompanying notes are an integral part of this statement.
6
<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 1997 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:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1997
--------- ------------
<S> <C> <C>
Raw materials and supplies........................................... $ 13,122 $ 13,469
Work-in-process...................................................... 902 1,167
Finished product..................................................... 1,627 1,364
--------- ------------
Inventories........................................................ $ 15,651 $ 16,000
--------- ------------
--------- ------------
</TABLE>
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.
NOTE 4--RECLASSIFICATIONS AND RESTATEMENTS
Certain prior year balances have been reclassified to conform to the 1998
presentation. In addition, the Company adopted FAS 128 in the quarter ended
December 31, 1997. Earnings per share have been restated for all periods
presented to conform to the requirements of FAS 128.
7
<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. Results for interim periods are not
necessarily indicative of results for the year.
RESULTS OF OPERATIONS
SALES
Sales are comprised primarily of photomask sales to semiconductor
manufacturers. Sales increased 4.8% from $64.3 million in the quarter ended
December 31, 1996 to $67.3 million in the quarter ended December 31, 1997. Sales
in North America and Europe increased from $35.7 million and $14.8 million in
the quarter ended December 31, 1996 to $37.1 million and $16.8 million in the
quarter ended December 31, 1997. Sales in Asia decreased from $13.8 million in
the quarter ended December 31, 1996 to $13.4 million in the quarter ended
December 31, 1997. Sales increased 5.9% from $128.5 million in the six months
ended December 31, 1996 to $136.1 million in the six months ended December 31,
1997. Sales in North America, Europe and Asia increased from $71.1 million,
$30.1 million and $27.3 million in the six months ended December 31, 1996 to
$76.5 million, $31.3 million and $28.3 million in the six months ended December
31, 1997. The strength of the U.S. Dollar against the German Mark, French Franc
and, in particular, the Korean Won, adversely impacted sales by approximately
$4.5 million and $6.5 million in the quarter and six months ended December 31,
1997 and adversely impacted sales growth in the quarter and six months ended
December 31, 1997 as compared to the same periods in the previous year. A
continued increase in the demand for advanced photomasks, which have higher
average selling prices, was a primary contributor to the overall increase in
sales during these periods. 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. Product mix related average
selling price increases contributed approximately 67% and 57% of the revenue
growth in the quarter and six months ended December 31, 1997. The balance of the
revenue growth came from increased unit volume.
COST OF GOODS SOLD
Cost of goods sold consists of material, labor, depreciation and overhead.
Cost of goods sold increased 12.9% from $39.7 million in the quarter ended
December 31, 1996 to $44.8 million in the quarter ended December 31, 1997 and
increased 12.0% from $79.5 million in the six months ended December 31, 1996 to
$89.0 million in the six months ended December 31, 1997 resulting primarily from
higher costs associated with increased sales, costs related to new facilities
and costs related to continued capacity expansions at existing facilities. As a
percentage of sales, cost of goods sold increased from 61.8% in the quarter
ended December 31, 1996 to 66.6% in the quarter ended December 31, 1997 and
increased from 61.8% in the six months ended December 31, 1996 to 65.4% in the
six months ended December 31, 1997. The percentage of sales increases were
primarily due to margin compression as a result of the strength of the U.S.
Dollar, costs related to new facilities and costs related to continued capacity
expansions at 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. Since January 1, 1996, general and administrative expense
includes fees incurred by the Company under administrative services agreements
with E.I. duPont de Nemours and Company ("DuPont"), the Company's majority
stockholder, and certain DuPont subsidiaries. Selling, general and
administrative expense as a percentage of sales decreased from
8
<PAGE>
11.9% in the quarter ended December 31, 1996 to 11.5% in the quarter ended
December 31, 1997 and decreased from 12.4% in the six months ended December 31,
1996 to 11.5% in the six months ended December 31, 1997. Selling, general and
administrative expense was $7.7 million in the quarters ended December 31, 1996
and 1997 and decreased from $16.0 million in the six months ended December 31,
1996 to $15.6 million in the six months ended December 31, 1997.
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 $2.9 million in the quarter ended December
31, 1996 to $3.1 million in the quarter ended December 31, 1997 and increased
from $5.4 million in the six months ended December 31, 1996 to $6.3 million in
the six months ended December 31, 1997. The increases were due primarily to the
Company's joint venture participation with Advanced Micro Devices, Micron
Technology and Motorola in a limited liability company called the DPI Reticle
Technology Center, L.L.C. ("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 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.
INTEREST INCOME
Interest income was $0.3 million in quarter ended December 31, 1996 compared
to $0.2 million in the quarter ended December 31, 1997. Interest income was $0.5
million in the six months ended December 31, 1996 and in the six months ended
December 31, 1997. Interest income results from short-term investment of the
Company's cash balances.
EXCHANGE (GAIN) LOSS
Exchange (gain) loss consists of net 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 $0.1
million in the quarter ended December 31, 1996 and exchange gain was $0.1
million in the quarter ended December 31, 1997 while exchange loss was $0.4
million in the six months ended December 31, 1996 compared to $0.1 million in
the six months ended December 31, 1997 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
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. 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.
9
<PAGE>
MINORITY INTEREST IN LOSS OF MAJORITY OWNED JOINT VENTURE
The minority interest impact of the Company's joint venture in China was
($0.2 million) in the three months ended December 31, 1996 compared to ($0.4
million) in the three months ended December 31, 1997 and was ($0.4 million) in
the six months ended December 31, 1996 compared to ($0.7 million) in the six
months ended December 31, 1997, reflecting increased losses from, and partner
funding of, the joint venture.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was $66.1 million at June 30, 1997 and $48.0
million at December 31, 1997. The decrease in working capital for the six months
ended December 31, 1997 is due principally to lower cash balances and higher
accounts payable balances. Cash and cash equivalents were $51.4 million at June
30, 1997 and $28.9 million at December 31, 1997. The decrease in cash and the
increase in accounts payable were primarily due to capital expenditures.
Cash provided by operations was $34.3 million in the six months ended
December 31, 1996 and $46.4 million in the six months ended December 31, 1997.
The increase was primarily the result of higher depreciation expense and shifts
in assets and liabilities. Management believes that cash provided by operations
will be the Company's primary source of liquidity. Cash used in investing
activities (capital expenditures) was $22.8 million in the six months ended
December 31, 1996 and $68.4 million in the six months ended December 31, 1997.
Management expects capital expenditures for the remainder of the year ending
June 30, 1998 will be approximately $30 million. Capital expenditures have been
and will be used primarily to expand the Company's manufacturing capacity and
advance the Company's technical capability. Cash provided by financing
activities was minimal in the six months ended December 31, 1996 and was $0.9
million in the six months ended December 31, 1997.
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 has a
term of 48 months 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. The Credit
Agreement will serve as a back-up to cash from operations. To date, there have
been no borrowings under the credit facility. 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.
The Company's ongoing cash requirement will be for capital expenditures,
research and product development and working capital. Management believes that
cash provided by operations and the Credit Agreement will be sufficient to meet
the Company's cash requirements through 1999.
OTHER MATTERS
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. The Company
monitors its exchange rate exposure and attempts to reduce such exposure by
hedging. In 1997, the Company entered into Korean Won forward contracts designed
to reduce such exposure. There can be no assurance that such forward contracts
or any other hedging activity will be adequate to eliminate,
10
<PAGE>
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.
The Company is currently negotiating an agreement with United
Microelectronics Corporation to establish a joint venture to produce photomasks
in Taiwan. There can be no assurance that final agreements will be executed or,
if executed, the resultant joint venture will yield results that are favorable
to the Company.
In June 1997, the Financial Accounting Standards Board issued FAS 130 and
FAS 131. Neither FAS will have a material impact on the Company.
The Company is currently assessing its Year 2000 issues and quantifying
related costs. Management believes that ongoing implementation of new global
information systems will address the majority of the Company's Year 2000 issues.
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, such as statements concerning growth and future operating results,
developments in the Company's markets and strategic focus, strategic and joint
venture relationships and future economic, business and regulatory conditions.
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 9 to 12: (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 initial public offering, (xi) intellectual
property, (xii) fluctuations in quarterly and annual earnings and (xiii) changes
in governmental laws and regulations.
11
<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
The Company's Annual Meeting of Stockholders was held October 27, 1997 (the
"Annual Meeting"). At the Annual Meeting, (i) the Company's nine existing
directors were reelected to the Board of Directors, (ii) the Company's 1997
Stock Option and Restricted Stock Plan was approved and (iii) the selection of
Price Waterhouse LLP as the Company's independent accountants for the year ended
June 30, 1998 was ratified. Votes cast at the Annual Meeting are as follows:
<TABLE>
<CAPTION>
FOR WITHHELD
------------ -----------
<S> <C> <C> <C>
J. Michael Hardinger.............................................. 14,311,347 52,702
John L. Doyle..................................................... 14,315,147 48,902
John C. Hodgson................................................... 14,311,247 52,802
Charles O. Holliday............................................... 14,311,247 52,802
Peter G. Kehoe.................................................... 14,311,247 52,802
Gary W. Pankonien................................................. 14,315,302 48,747
John C. Sargent................................................... 14,311,247 52,802
Marshall C. Turner................................................ 14,314,302 49,747
Susan A. Vladuchick............................................... 14,311,247 52,802
<CAPTION>
FOR AGAINST ABSTAIN
------------ ---------- -----------
<S> <C> <C> <C>
Approval of the 1997 Stock Option and Restricted Stock Plan....... 12,595,977 1,222,213 10,835
<CAPTION>
FOR AGAINST ABSTAIN
------------ ---------- -----------
<S> <C> <C> <C>
Ratification of the selection of Price Waterhouse LLP............. 14,359,664 2,025 2,360
</TABLE>
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
12
<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.
<TABLE>
<S> <C> <C>
DUPONT PHOTOMASKS, INC.
(Registrant)
Date: February 2, 1998 By: /s/ J. MICHAEL HARDINGER
-----------------------------------------
J. Michael Hardinger
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
Date: February 2, 1998 By: /s/ DAVID S. GINO
-----------------------------------------
David S. Gino
EXECUTIVE VICE PRESIDENT--FINANCE
AND CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
</TABLE>
13
<PAGE>
EXHIBIT 11
DUPONT PHOTOMASKS, INC.
EARNINGS PER SHARE COMPUTATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED
DECEMBER 31, 1996
--------------------------
BASIC DILUTED
------------ ------------
<S> <C> <C>
Weighted average shares outstanding................................................... 15,100,000 15,100,000
Dilutive effect of stock performance plans............................................ 439,182
------------ ------------
15,100,000 15,539,182
------------ ------------
------------ ------------
Net income............................................................................ $ 9,433 $ 9,433
------------ ------------
------------ ------------
Earnings per share.................................................................... $ 0.62 $ 0.61
------------ ------------
------------ ------------
<CAPTION>
QUARTER ENDED
DECEMBER 31, 1997
--------------------------
BASIC DILUTED
------------ ------------
<S> <C> <C>
Weighted average shares outstanding................................................... 15,165,132 15,165,132
Dilutive effect of stock performance plans............................................ 440,227
------------ ------------
15,165,132 15,605,359
------------ ------------
------------ ------------
Net income............................................................................ $ 8,261 $ 8,261
------------ ------------
------------ ------------
Earnings per share.................................................................... $ 0.54 $ 0.53
------------ ------------
------------ ------------
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31, 1996
--------------------------
BASIC DILUTED
------------ ------------
<S> <C> <C>
Weighted average shares outstanding................................................... 15,100,000 15,100,000
Dilutive effect of stock performance plans............................................ 343,047
------------ ------------
15,100,000 15,443,047
------------ ------------
------------ ------------
Net income............................................................................ $ 18,448 $ 18,448
------------ ------------
------------ ------------
Earnings per share.................................................................... $ 1.22 $ 1.19
------------ ------------
------------ ------------
<PAGE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31, 1997
--------------------------
BASIC DILUTED
------------ ------------
<S> <C> <C>
Weighted average shares outstanding................................................... 15,165,132 15,165,132
Dilutive effect of stock performance plans............................................ 497,525
------------ ------------
15,165,132 15,662,657
------------ ------------
------------ ------------
Net income............................................................................ $ 17,464 $ 17,464
------------ ------------
------------ ------------
Earnings per share.................................................................... $ 1.15 $ 1.12
------------ ------------
------------ ------------
</TABLE>
<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> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 28,999
<SECURITIES> 0
<RECEIVABLES> 39,221
<ALLOWANCES> 0
<INVENTORY> 16,000
<CURRENT-ASSETS> 100,907
<PP&E> 398,053
<DEPRECIATION> 199,348
<TOTAL-ASSETS> 305,250
<CURRENT-LIABILITIES> 52,920
<BONDS> 9,187
0
0
<COMMON> 152
<OTHER-SE> 235,124
<TOTAL-LIABILITY-AND-EQUITY> 305,250
<SALES> 136,137
<TOTAL-REVENUES> 136,137
<CGS> 89,004
<TOTAL-COSTS> 89,004
<OTHER-EXPENSES> 6,331
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (545)
<INCOME-PRETAX> 25,627
<INCOME-TAX> 8,850
<INCOME-CONTINUING> 17,464
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,464
<EPS-PRIMARY> 1.15
<EPS-DILUTED> 1.12
</TABLE>
