ACQUISITION OF DNP PHOTOMASK TECHNOLOGY TAIWAN CO., LTD. (Tables)

12 Months Ended

Nov. 02, 2014

ACQUISITION OF DNP PHOTOMASK TECHNOLOGY TAIWAN CO., LTD. [Abstract]

Fair values of assets acquired and liabilities assumed

The following table summarizes the provisional fair values of assets acquired and liabilities assumed of DPTT, the fair value of the noncontrolling interests and consideration for DPTT at the acquisition date. These provisional amounts could change as a result of the ultimate realization of the acquired net working capital.

Cash and cash equivalents	$	4,508
Accounts receivable (gross amount of $28,560, of which $500 is estimated to be uncollectable)		28,060
Inventory		1,279
Deferred tax asset		9,787
Other current assets		11,517
Property, plant and equipment		95,431
Identifiable intangible assets		1,552
Other long-term assets		1,328
Accounts payable and accrued expenses		(32,410	)
Deferred tax liability		(3,042	)
Other long-term liabilities		(3,291	)
Total net assets acquired		114,719
Noncontrolling interests retained by DNP		57,348
		57,371
Consideration – 49.99% of fair value of PSMC		40,999
Gain on acquisition	$	16,372

Pro forma information

The following unaudited pro forma financial information presents financial information as if the DPTT acquisition had occurred as of the beginning of fiscal year 2013. The pro forma earnings for fiscal years 2014 and 2013 were adjusted to exclude the above mentioned $2.5 million and $0.8 million non-recurring acquisition related costs and the gain on acquisition of $16.4 million. Other material non-recurring pro forma adjustments made to arrive at the below earnings amounts included the add back of additional depreciation recorded against DPTT long-lived assets of $6.6 million and $12.9 million for fiscal years 2014 and 2013, respectively. The pro forma information presented does not purport to represent results that would have been achieved had the merger occurred as of the beginning of the earliest period presented, or to be indicative of the Company’s future financial performance.

	Year Ended
	November 2, 2014		November 3, 2013
Revenues	$	499,968	$	514,265
Net income	$	23,969	$	34,922
Net income attributable to Photronics, Inc. shareholders	$	12,169	$	21,902
Diluted earnings per share	$	0.19	$	0.36