810136--1/8/2010--PHOTRONICS

related topics

{debt, indebtedness, cash}

{condition, economic, financial}

{operation, international, foreign}

{cost, operation, labor}

{operation, natural, condition}

{customer, product, revenue}

{product, market, service}

{stock, price, share}

{acquisition, growth, future}

{control, financial, internal}

{cost, regulation, environmental}

{stock, price, operating}

{property, intellectual, protect}

{personnel, key, retain}

{system, service, information}

{regulation, change, law}

{capital, credit, financial}

The Company is dependent on the semiconductor industry which, as a whole, is volatile and could have a negative material impact on its business. The Company incurred net losses in fiscal years 2009 and 2008, and may incur future net losses. The Company's quarterly operating results fluctuate significantly and may continue to do so in the future which could adversely impact the Company's business. The Company's industry is subject to rapid technological change and the Company might fail to remain competitive, which could have a material adverse effect on the Company's business and results of operations. The Company's operations will continue to require substantial capital, which it may be unable to obtain. The Company's agreements with Micron have several risks; should either company not comply or execute under these agreements it could significantly disrupt the Company's business and technology activities which could have a material effect on the Company's operations or cash flows. The Company has been dependent on sales to a limited number of large customers; the loss of any of these customers or any reduction in orders from these customers could have a material adverse effect on its sales and results of operations. The Company depends on a small number of suppliers for equipment and raw materials and, if the Company's suppliers do not deliver their products to them, the Company may be unable to deliver its products to its customers, which could adversely affect its business and results of operations. The Company faces risks associated with complex manufacturing processes, including the use of sophisticated equipment and manufacturing processes with complex technologies. The inability of the Company to effectively utilize these processes and technologies could have a material adverse effect on its business and results of operations. The Company's debt agreements limit its ability to obtain financing and obligates the Company to repay debt. The Company's prior and future acquisitions may entail certain operational and financial risks. The Company's cash flow from operations and current holdings of cash may not be adequate for its current and long term needs. The Company may incur unforeseen charges related to its 2009 restructurings in China and the U.K. or, it may fail to realize projected benefits related to these or any other possible future facility closures or restructures. The Company operates in a highly competitive industry; should the Company be unable to meet its customers' requirements for product quality, timeliness of delivery or technical capabilities, it could adversely affect the Company's sales. The Company's substantial international operations are subject to additional risks. Changes in foreign currency exchange rates could materially, adversely affect the Company's business, results of operations, or financial condition. The Company's business depends on managerial and technical personnel, who are in great demand, and its inability to attract and retain qualified employees could adversely affect the Company's business and results of operations. The Company may be unable to enforce or defend its ownership and use of proprietary technology, and the utilization of unprotected Company developed technology by its competitors could adversely affect the Company's business, results of operations and financial position. The Company may be unprepared for changes to environmental laws and regulations and may incur liabilities arising from environmental matters. The Company's production facilities could be damaged or disrupted by a natural disaster or labor strike, either of which could adversely affect its financial position, results of operations and cash flows. The Company's sales can be impacted by the health and stability of the general economy, which could adversely affect its operations and cash flows. Changes in the Company's credit standing could adversely affect its financial position. Additional taxes could adversely affect the Company's financial results. The Company's business could be adversely impacted by global or regional catastrophic events. The fair value of certain warrants issued on the Company's common stock is subject to fluctuations with the market price of the Company's common stock, and may have a material, adverse effect on the Company's results of operations. Certain warrants issued by the Company include a "put" provision, giving the holders the option to sell the warrants to the Company at approximately the market price of the Company's common stock, which may have a material adverse effect on the Company's cash flows. Servicing the Company's debt requires a significant amount of cash, and the Company may not have sufficient cash flow from its operations to pay its indebtedness.

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810136--1/8/2010--PHOTRONICS_INC