Press Release

• Quarterly sales of $106.7 million; within guidance of $106 — $110 million
• High-end IC photomask sales increase sequentially by 31%
• GAAP EPS of $0.08 per diluted share; within guidance of $0.07 - $0.10
• Gross margin improves 210 bps sequentially to 23.2%
• Operating margin improves by 240 bps sequentially to 7.6%
• EBITDA of $28 million

BROOKFIELD, Conn.--(BUSINESS WIRE)-- Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, today reported financial results for the fiscal 2013 second quarter ended April 28, 2013.

Constantine ("Deno") Macricostas, Photronics' chairman and chief executive officer commented, "We achieved top and bottom line results within our expectations. High-end IC orders were up 31% sequentially even though we experienced some softness with a key Asian foundry customer. Flat panel orders were generally in line with the improved performance in the previous quarter. We continue to expect conditions in the market to be favorable for us in the coming quarters, especially at the high-end with our new equipment deployments."

Sales for the second quarter of fiscal 2013 were $106.7 million, a decrease of 9% compared with $117.5 million for the second quarter of fiscal 2012. Sales of semiconductor photomasks were $82.2 million, or 77% of revenues, during the second quarter of fiscal 2013, and sales of flat panel display (FPD) photomasks were $24.5 million, or 23% of revenues. GAAP and non-GAAP net income attributable to Photronics, Inc. shareholders for the second quarter of fiscal 2013 was $4.9 million, or $0.08 per diluted share, compared with the second quarter of fiscal 2012 GAAP net income attributable to Photronics, Inc. shareholders of $8.8 million, or $0.14 per diluted share, and non-GAAP net income attributable to Photronics, Inc. shareholders of $8.9 million, or $0.14 per diluted share. Non-GAAP net income attributable to Photronics, Inc. shareholders for the second quarter of fiscal 2012 excluded restructuring charges of $0.1 million.

Sales for the first six months of fiscal 2013 were $206.5 million, compared with $229.6 million for the first six months of fiscal 2012. For the first six months of fiscal 2013, sales of semiconductor photomasks were $156.6 million, or 76% of revenues, and sales of FPD photomasks were $49.9 million, or 24% of revenues. GAAP and non-GAAP net income attributable to Photronics, Inc. shareholders for the first six months of fiscal 2013 was $7.2 million, or $0.12 per diluted share, compared with the first six months of fiscal 2012 GAAP net income attributable to Photronics, Inc. shareholders of $13.1 million, or $0.21 per diluted share, and non-GAAP net income attributable to Photronics, Inc. shareholders of $14.2 million, or $0.23 per diluted share. Non-GAAP net income attributable to Photronics, Inc. shareholders for the first six months of fiscal 2012 excludes $1.2 million of restructuring charges and a $0.1 million gain relating to warrants.

The section below entitled "Non-GAAP Financial Measures" provides a definition and information about the use of non-GAAP financial measures in this press release, and the attached financial supplement reconciles non-GAAP financial information with Photronics, Inc.'s financial results under GAAP.

Non-GAAP Financial Measures

Non-GAAP net income attributable to Photronics, Inc. shareholders and non-GAAP earnings per share are "non-GAAP financial measures," as such term is defined by the Securities and Exchange Commission, and may differ from non-GAAP financial measures used by other companies. Photronics, Inc. believes that non-GAAP net income attributable to Photronics, Inc. shareholders and non-GAAP earnings per share that exclude certain non-cash or non-recurring income or expense items are useful for analysts and investors to evaluate Photronics, Inc.'s future on-going performance because they enable a more meaningful comparison of Photronics, Inc.'s projected earnings and performance with its historical results of prior periods. These non-GAAP metrics, in particular non-GAAP net income attributable to Photronics, Inc. shareholders and non-GAAP earnings per share are not intended to represent funds available for Photronics, Inc.'s discretionary use and are not intended to represent, or be used as a substitute for, operating income, net income or cash flows from operations data as measured under GAAP. The items excluded from these non-GAAP metrics, but included in the calculation of their closest GAAP equivalent, are significant components of the consolidated statements of operations and must be considered in performing a comprehensive assessment of overall financial performance. Non-GAAP financial information is adjusted for the following items:

• Consolidation and restructuring charges in fiscal 2012 are excluded because they are not a part of ongoing operations.
• Impact of financing expenses related to warrants in fiscal 2012 is excluded because it does not affect cash earnings.

The presentation of this financial information should not be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the United States. The attached financial supplement reconciles non-GAAP financial information with Photronics, Inc.'s financial results under GAAP.

A conference call with investors and the media to discuss these results is scheduled for 8:30 a.m. Eastern time on Wednesday, May 15, 2013. The call can be accessed by logging onto Photronics' web site at www.photronics.com. The live dial-in number is 408-774-4601. The call will be archived for instant replay access until the Company reports its fiscal 2013 third quarter results.

Photronics is a leading worldwide manufacturer of photomasks. Photomasks are high precision quartz plates that contain microscopic images of electronic circuits. A key element in the manufacture of semiconductors and flat panel displays, photomasks are used to transfer circuit patterns onto semiconductor wafers and flat panel substrates during the fabrication of integrated circuits, a variety of flat panel displays and, to a lesser extent, other types of electrical and optical components. They are produced in accordance with product designs provided by customers at strategically located manufacturing facilities in Asia, Europe, and North America. Additional information on the Company can be accessed at www.photronics.com.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements made by or on behalf of Photronics, Inc. and its subsidiaries (the Company). The forward-looking statements contained in this press release and other parts of Photronics' web site involve risks and uncertainties that may affect the Company's operations, markets, products, services, prices, and other factors. These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental, and technological factors as well as decisions we may make in the future regarding our business, capital structure and other matters. Accordingly, there is no assurance that the Company's expectations will be realized. For a fuller discussion of the factors that may affect the Company's operations, see "Forward Looking Statements" in the Company's Quarterly and Annual Reports to the Securities and Exchange Commission on Forms 10-Q and 10-K. The Company assumes no obligation to provide revisions to any forward-looking statements.

09-2013

PLAB — E

PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
(Unaudited)
				Three Months Ended											Six Months Ended
				April 28,					April 29,						April 28,					April 29,
				2013					2012						2013					2012
Net sales				$	106,680				$	117,451					$	206,519				$	229,605
Costs and expenses:
Cost of sales					(81,891	)				(87,590	)					(160,632	)				(174,286	)
Selling, general and administrative					(12,151	)				(12,201	)					(23,218	)				(23,526	)
Research and development					(4,556	)				(4,441	)					(9,395	)				(8,885	)
Consolidation, restructuring and related charges					-					(58	)					-					(1,176	)
Operating income					8,082					13,161						13,274					21,732
Other expense, net					(916	)				(968	)					(1,507	)				(1,377	)
Income before income tax provision					7,166					12,193						11,767					20,355
Income tax provision					(1,724	)				(2,663	)					(3,466	)				(5,984	)
Net income					5,442					9,530						8,301					14,371
Net income attributable to noncontrolling interests					(579	)				(712	)					(1,114	)				(1,285	)
Net income attributable to Photronics, Inc. shareholders				$	4,863				$	8,818					$	7,187				$	13,086
Earnings per share:
Basic				$	0.08				$	0.15					$	0.12				$	0.22
Diluted				$	0.08				$	0.14					$	0.12				$	0.21
Weighted average number of common shares outstanding:
Basic					60,493					60,086						60,385					59,952
Diluted					61,501					76,590						61,298					76,472

PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands)
(Unaudited)
							April 28,						October 28,
							2013						2012
Assets
Current assets:
Cash and cash equivalents							$	210,552					$	218,043
Accounts receivable								82,715						75,685
Inventories								18,585						17,702
Other current assets								9,525						8,364
Total current assets								321,377						319,794
Property, plant and equipment, net								410,757						380,808
Investment in joint venture								93,050						93,252
Intangible assets, net								36,776						37,384
Other assets								18,899						17,996
							$	880,859					$	849,234
Liabilities and Equity
Current liabilities:
Current portion of long-term borrowings							$	10,473					$	7,781
Accounts payable and accrued liabilities								103,925						77,732
Total current liabilities								114,398						85,513
Long-term borrowings								169,348						168,956
Other liabilities								9,665						8,764
Equity								587,448						586,001
							$	880,859					$	849,234

PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
					Six Months Ended
					April 28,							April 29,
					2013							2012
Cash flows from operating activities:
Net income					$			8,301				$			14,371
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization								37,490							44,135
Consolidation, restructuring, and related charges								-							262
Changes in assets and liabilities and other								(9,857	)						3,631
Net cash provided by operating activities								35,934							62,399
Cash flows from investing activities:
Purchases of property, plant and equipment								(31,866	)						(67,626	)
Investment in joint venture								-							(5,899	)
Other								(2,822	)						(1,600	)
Net cash used in investing activities								(34,688	)						(75,125	)
Cash flows from financing activities:
Proceeds from long-term borrowings								-							25,000
Repayments of long-term borrowings								(3,319	)						(2,343	)
Repurchase of common stock by subsidiary								(4,190	)						(7,577	)
Payments of deferred financing fees								(40	)						(198	)
Proceeds from exercise of share-based arrangements								588							431
Net cash provided by (used in) financing activities								(6,961	)						15,313
Effect of exchange rate changes on cash								(1,776	)						(555	)
Net increase (decrease) in cash and cash equivalents								(7,491	)						2,032
Cash and cash equivalents, beginning of period								218,043							189,928
Cash and cash equivalents, end of period					$			210,552				$			191,960

PHOTRONICS, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Information
(in thousands, except per share data)
(Unaudited)
				Three Months Ended									Six Months Ended
				April 28,				April 29,					April 28,			April 29,
				2013				2012					2013			2012
Reconciliation of GAAP to Non-GAAP Net Income
Attributable to Photronics, Inc. Shareholders
GAAP net income attributable to Photronics, Inc. shareholders				$	4,863			$	8,818				$	7,187		$	13,086
(a) Consolidation and restructuring charges, net of tax					-				58					-			1,176
(b) Impact of warrants, net of tax					-				-					-			(94	)
Non-GAAP net income attributable to Photronics, Inc. shareholders				$	4,863			$	8,876				$	7,187		$	14,168
Reconciliation of GAAP to Non-GAAP Net Income
Applicable to Common Shareholders
Weighted average number of diluted shares outstanding
GAAP					61,501				76,590					61,298			76,472
Non-GAAP					61,501				76,590					61,298			76,435
Net income per diluted share
GAAP				$	0.08			$	0.14				$	0.12		$	0.21
Non-GAAP				$	0.08			$	0.14				$	0.12		$	0.23

(a) Represents consolidation and restructuring charges primarily related to restructuring in Singapore.

(b) Represents financing expenses related to warrants, which are recorded in other expense, net.

Photronics, Inc.
Pete Broadbent, 203-775-9000
Vice President, Investor Relations & Marketing
pbroadbent@photronics.com

Source: Photronics, Inc.

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