PHOTRONICS INC (PLAB)

Item 2.

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

Overview

Management’s
discussion and analysis (“MD&A”) of the Company’s financial condition and
results of operations should be read in conjunction with its condensed
consolidated financial statements and related notes. Various sections of this
MD&A contain forward-looking statements, all of which are presented based
on current expectations, which may be adversely affected by uncertainties and
risk factors (presented throughout this filing and in the Company’s Form 10-K
for fiscal year 2025), that may cause actual results to materially differ from
these expectations. See “Cautionary Statement Regarding Forward-Looking
Statements”.

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

We are typically required to fulfill customer orders within a short period of time, sometimes within twenty-four hours. This results in a minimal level of backlog orders, typically one to two weeks of backlog for IC photomasks and two to three weeks of backlog for FPD photomasks. However, the demand for some IC photomasks can extend longer than the traditional time period; thus, for some products, our backlog can expand to as long as two to three months.

The global semiconductor and FPD industries are driven by end markets which have broad application in the global economy including but not limited to consumer-driven applications, data centers that support AI implementation, electric vehicles and national security. While we cannot predict the timing of the industry's transition to volume production of next-generation technology nodes, or the timing of up and down-cycles with precise accuracy, we believe that such transitions and cycles will continue into the future, beneficially and adversely affecting our business, financial condition, and operating results as they occur. We believe our ability to remain successful in these environments is dependent upon the achievement of our goals of being a service and technology leader and efficient solutions supplier, which we believe should enable us to continually reinvest in our global infrastructure.

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

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

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

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

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

Results of Operations

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

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

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

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Table of Contents

Revenue

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

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

Changes in Revenue by Product Type ($ in millions)

[Excerpt truncated for page length; source filing is linked above.]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following should be read in conjunction with “Cautionary Statement Regarding Forward Looking Statements” and our combined consolidated financial statements and notes thereto included in Part II,
Item 8 of this Annual Report on Form 10-K.

For a comparison of results of operations for the fiscal years ended October 31, 2024 and 2023, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations of Photronics Inc.’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024, filed with the SEC on December 19, 2024.

Overview

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

We are typically required to fulfill customer orders within a short period of time, sometimes within twenty-four hours. This results in a minimal level of backlog orders, typically one to two weeks of backlog for IC
photomasks and two to three weeks of backlog for FPD photomasks. However, the demand for some IC photomasks can extend longer than the traditional time period; thus, for some products, our backlog can expand to as long as two to three months.

The global semiconductor and FPD industries are driven by end markets which have broad application in the global economy including but not limited to consumer-driven applications, data centers that support AI
implementation, electric vehicles and national security. While we cannot predict the timing of the industry's transition to volume production of next-generation technology nodes, or the timing of up and down-cycles with precise accuracy, we
believe that such transitions and cycles will continue into the future, beneficially and adversely affecting our business, financial condition, and operating results as they occur. We believe our ability to remain successful in these environments
is dependent upon the achievement of our goals of being a service and technology leader and efficient solutions supplier, which we believe should enable us to continually reinvest in our global infrastructure.

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

State-of-the-art production for semiconductor masks is considered to be 7 nanometer and smaller including EUV lithography for ICs and Generation 8.6 AMOLED display-based process technologies for FPDs. However, we
define our high-end product category as 28nm and below for semiconductors and Generation 10.5 plus, Generation 6 and 8 AMOLED and LTPS for displays. This is consistent with current merchant mask industry definitions. Moreover, design nodes above
28nm and FPD processes for standard LCD displays below Generation 10 are considered mainstream or standard products. At these geometries and various high-end nodes, we can produce full lines of photomasks, and there is no significant technology
employed by our competitors that is not available to us. We expect advanced-generation designs to continue to move to production throughout fiscal 2026, and we believe we are well positioned to service an increasing volume of this business as a
result of our investments in manufacturing processes and technology in the regions where our customers are located.

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Table of Contents

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

Our revenues have benefited, and our costs, including depreciation, have been affected by the increased demand for high-end-technology photomasks that require more advanced manufacturing capabilities, but generally
command higher ASPs. Our capital expenditure payments were $188.1 million, $130.9 million and $131.3 million in 2025, 2024 and 2023, respectively. Nonetheless, we intend to continue to make the required investments to support the technological and
production requirements of our customers that we believe will continue to enable our growth. This includes investments to replace end-of-life mask-making equipment with higher-performing systems that better serve our customers. In support of this
effort, we expect capital expenditure payments to be approximately $330 million in fiscal year 2026.

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

25

Table of Contents

Results of Operations

The following tables present selected operating information expressed as a percentage of revenue. The columns may not foot due to rounding.

Note: All the following tabular comparisons, unless otherwise indicated, are for the three months ended October 31, 2025 (Q4 FY25), August 3, 2025 (Q3 FY25) and October 31,
2024 (Q4 FY24), and for the fiscal years ended October 31, 2025 (YTD FY25), October 31, 2024 (YTD FY24), and October 31, 2023 (YTD FY23). Please refer to Part II, Item 7 of our 2024 Form 10-K for comparative discussion of our fiscal years ended
October 31, 2024, and October 31, 2023. The tables in this section (Part II, Item 7) may not foot due to rounding.

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Table of Contents

Revenue

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

The following tables present changes in revenue disaggregated by product type and geographic origin, in Q4 FY25 and YTD FY25 from revenue in prior reporting periods.

Quarterly Changes in Revenue by Product Type ($ in millions)

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]