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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________

 FORM 8-K

CURRENT REPORT
Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

Date of report (Date of earliest event reported)   August 14, 2012

PHOTRONICS, INC.
(Exact name of registrant as specified in its charter)

Connecticut       0-15451       06-0854886
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation) File Number) Identification Number)

15 Secor Road, Brookfield, CT       06804
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including area code      (203) 775-9000   


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02       Results of Operations and Financial Condition

On August 14, 2012, the Company issued a press release reporting third quarter fiscal 2012 results. A copy of the press release is attached to this 8-K.

A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be incorporated by reference in any filing under the Securities Act of 1933 except as shall be expressly set forth by specific reference in such filing.

On August 15, 2012, the Company will conduct a conference call during which certain unaudited, non-GAAP EBITDA financial information related to the Company’s operations for the three months ended July 29, 2012 will be disclosed. This information is set forth in Exhibit 99.6.

EBITDA is a non-GAAP financial measure that the Company defines pursuant to its credit agreement. The Company believes that EBITDA is generally accepted as providing useful information regarding the operational strength and performance of its business, including the ability of the Company to pay interest, service debt and fund capital expenditures. The Company’s method for calculating EBITDA may not be comparable to methods used by other companies but is the same method the Company uses for calculating EBITDA under its credit facility.


Item 9.01.       Financial Statements and Exhibits
     (d) Exhibits
 99.1 Press Release dated August 14, 2012
 99.2 Condensed Consolidated Statements of Income
 99.3 Condensed Consolidated Balance Sheets
 99.4 Condensed Consolidated Statements of Cash Flows
 99.5 Reconciliation of GAAP to Non-GAAP Financial Information
 99.6 Reconciliation of GAAP Net Income to EBITDA


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PHOTRONICS, INC.
(Registrant)


 
DATE: August 15, 2012 BY  /s/ Richelle E. Burr  
Richelle E. Burr
Vice President, General Counsel

PHOTRONICS, INC.



Press Release

FOR FURTHER INFORMATION:
Pete Broadbent
Vice President, Investor Relations
& Marketing
(203) 775-9000
pbroadbent@photronics.com

   

 PHOTRONICS REPORTS THIRD QUARTER FISCAL 2012 RESULTS

BROOKFIELD, Connecticut August 14, 2012 — Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, today reported results for the third quarter ended July 29, 2012.

     Constantine ("Deno") Macricostas, Photronics' chairman and chief executive officer, commented: "Third quarter revenues reflect reduced demand at the end of the quarter for high-end integrated circuit (IC) and flat panel display (FPD) photomasks. At the same time, we increased operating margin by 190 basis points sequentially to 13.1% on lower sales volume, and achieved net income of $11 million, or $0.16 per diluted share, which was within our initial guidance range. Our lean and flexible operating model enables us to deliver earnings during industry weakness, while our technology leadership provides significant opportunity when the high-end market ramps," concluded Macricostas.

     Sales for the third quarter of fiscal 2012 were $116.6 million, down 14.2% from $135.9 million for the third quarter of fiscal 2011. Sales of semiconductor photomasks were $90.3 million, or 77% of revenues, during the third quarter of fiscal 2012, and sales of flat panel display photomasks were $26.3 million, or 23% of revenues. GAAP net income attributable to Photronics, Inc. for the third quarter of fiscal 2012 was $11 million, or $0.16 per diluted share, compared with $11.3 million, or $0.16 per diluted share in the third quarter of fiscal 2011, which included a debt extinguishment loss of $5 million.

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     Non-GAAP net income attributable to Photronics, Inc. for the third quarter of fiscal 2012 was $11 million, or $0.16 earnings per diluted share, within the initial guided range of $0.14 to $0.18. Non-GAAP net income attributable to Photronics, Inc. for the third quarter of fiscal 2011 was $16 million, or $0.23 earnings per diluted share, which excludes a debt extinguishment loss of $5 million. 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.

     Sales for the first nine months of fiscal 2012 decreased 11.2% to $346.2 million from $389.9 million for the first nine months of fiscal 2011. Sales of semiconductor photomasks were $266.2 million, or 77% of revenues, for the first nine months of fiscal 2012, and sales of FPD photomasks were $80.0 million, or 23% of revenues. GAAP net income attributable to Photronics, Inc. for the first nine months of fiscal 2012 was $24 million, or $0.37 per diluted share, compared with GAAP net income of $6.9 million, or $0.12 per diluted share, for the first nine months of fiscal 2011. Non-GAAP net income attributable to Photronics, Inc. for the first nine months of fiscal 2012 was $25.1 million, or $0.39 per diluted share, compared with non-GAAP net income attributable to Photronics, Inc. for the first nine months of fiscal 2011 of $43.0 million, or $0.66 per diluted share. Non-GAAP net income for the first nine months of fiscal 2012 excluded $1.2 million of restructuring charges and non-GAAP net income for the first nine months of fiscal 2011 excluded a $35.5 million debt extinguishment loss.

Non-GAAP Financial Measures

     Non-GAAP net income attributable to Photronics, Inc. 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. 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. 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:

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     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, August 15, 2012. The live dial-in number is (408) 774-4601. The call can also be accessed by logging onto Photronics' web site at www.photronics.com.

# # #

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. 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.

12-2012

PLAB – E

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PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
(Unaudited)

Three Months Ended Nine Months Ended
July 29, July 31, July 29, July 31,
2012 2011 2012 2011
Net sales       $      116,616       $      135,935       $      346,220 $      389,861
 
Costs and expenses:      
 
       Cost of sales (84,312 ) (97,695 ) (258,598 ) (284,540 )
 
       Selling, general and administrative (11,784 ) (11,833 ) (35,311 ) (33,995 )
 
       Research and development (5,221 ) (3,527 ) (14,106 ) (11,238 )
   
       Consolidation, restructuring and related charges (7 ) - (1,182 ) -
 
              Operating income 15,292 22,880 37,023 60,088
 
Debt extinguishment loss - (4,973 ) - (35,259 )
 
Other expense, net (767 ) (390 ) (2,143 ) (2,019 )
 
              Income before income taxes 14,525 17,517 34,880 22,810
 
Income tax provision (3,258 ) (4,895 ) (9,242 ) (11,637 )
 
              Net income 11,267 12,622 25,638 11,173
 
Net income attributable to noncontrolling interests (317 ) (1,357 ) (1,603 ) (4,235 )
 
Net income attributable to Photronics, Inc. $ 10,950 $ 11,265 $ 24,035 $ 6,938
 
Earnings per share:
 
              Basic $ 0.18 $ 0.19 $ 0.40 $ 0.12
 
              Diluted $ 0.16 $ 0.16 $ 0.37 $ 0.12
 
Weighted average number of common shares outstanding:
 
              Basic 60,121 58,987 60,008 56,163
 
              Diluted 76,436 76,744 76,460 57,724


PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands)
(Unaudited)

July 29, October 30,
2012       2011
Assets
 
Current assets:
       Cash and cash equivalents $      197,295 $       189,928
       Accounts receivable 82,522 85,540
       Inventories 22,743 22,100
       Other current assets 8,194 7,639
 
              Total current assets 310,754 305,207
 
Property, plant and equipment, net 384,792 368,680
Investment in joint venture 93,271 79,984
Intangible assets, net 38,661 42,462
Other assets 20,212 21,521
 
$ 847,690 $ 817,854
 
Liabilities and Equity
 
Current liabilities:
       Current portion of long-term borrowings $ 7,470 $ 5,583
       Accounts payable and accrued liabilities 90,968 90,318
 
              Total current liabilities 98,438 95,901
 
Long-term borrowings 170,989 152,577
Other liabilities 8,296 9,620
 
Equity 569,967 559,756
 
$ 847,690 $ 817,854


PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

Nine Months Ended
July 29, July 31,
2012       2011
Cash flows from operating activities:
       Net income $     25,638 $     11,173
       Adjustments to reconcile net income to net cash
         provided by operating activities:
              Depreciation and amortization 65,010 70,090
              Debt extinguishment loss - 27,399
              Consolidation, restructuring and related charges 262 -
              Changes in assets and liabilities and other 16,614 (4,211 )
 
Net cash provided by operating activities 107,524 104,451
 
Cash flows from investing activities:
              Purchases of property, plant and equipment (92,009 ) (59,089 )
              Investment in joint venture (13,397 ) (10,773 )
              Other (1,618 ) (250 )
 
Net cash used in investing activities (107,024 ) (70,112 )
 
Cash flows from financing activities:
              Proceeds from long-term borrowings 25,000 17,000
              Proceeds from issuance of convertible debt - 115,000
              Repayments of long-term borrowings (3,646 )   (63,445 )
              Repurchase of common stock by subsidiary   (11,653 ) (3,294 )
              Payments of deferred financing fees (198 ) (4,318 )
              Proceeds from exercise of share based arrangements 517 694
 
Net cash provided by financing activities 10,020 61,637
 
Effect of exchange rate changes on cash (3,153 ) 7,924
 
Net increase in cash and cash equivalents 7,367 103,900
Cash and cash equivalents, beginning of period 189,928 98,945
 
Cash and cash equivalents, end of period $ 197,295 $ 202,845


PHOTRONICS, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Information
(in thousands, except per share data)
(Unaudited)

      Three Months Ended       Nine Months Ended
July 29,       July 31, July 29,       July 31,
2012 2011 2012 2011
Reconciliation of GAAP to Non-GAAP Net Income
       Attributable to Photronics, Inc.
 
GAAP net income attributable to Photronics, Inc. $      10,950 $      11,265 $      24,035 $      6,938
 
(a)   Debt extinguishment loss and net interest impact, net of tax - 4,973 - 35,486
 
(b) Consolidation and restructuring charges, net of tax 7 - 1,182 -
 
(c) Impact of warrants, net of tax - (221 ) (94 ) 599
 
Non-GAAP net income attributable to Photronics, Inc. $ 10,957 $ 16,017 $ 25,123 $ 43,023
 
Reconciliation of GAAP to Non-GAAP Net Income
       Applicable to Common Shareholders  
 
Weighted average number of diluted shares outstanding  
 
GAAP 76,436 76,744 76,460 57,724
 
(d) Non-GAAP 76,436 76,692 76,435 70,559
 
Net income per diluted share  
 
GAAP $ 0.16 $ 0.16 $ 0.37 $ 0.12
 
Non-GAAP $ 0.16 $ 0.23 $ 0.39 $ 0.66

(a)      Represents extinguishment charges during the three and nine months ended July 31, 2011 related to the repurchase of $5.0 million and $35.4 million, respectively, of the Company's 5.50% convertible senior notes due in October 2014, and net interest impact on convertible transactions.
 
(b) Represents consolidation and restructuring charges primarily related to restructuring in Singapore.
 
(c) Represents financing expenses related to warrants, which are recorded in other income (expense).
 
(d) Excludes the 2011 impact of shares issued on June 13, 2011 (0.4 million shares during the three months ended July 31, 2011 and 0.1 million shares during the nine months ended July 31, 2011), primarily related to the issuance of common stock in exchange for $5.0 million of the Company's 5.5% convertible senior notes due in October 2014.


PHOTRONICS, INC. AND SUBSIDIARIES
Non-GAAP Financial Measure
Reconciliation of GAAP Net income to EBITDA
(in thousands)
(Unaudited)

Three Months Ended Nine Months Ended
July 29, July 31, July 29, July 31,
2012 2011 2012 2011
GAAP Net income (a) $     11,267       $     12,622       $     25,638       $     11,173
 
Add: interest expense 2,012 1,907 5,587 5,499
Add: income tax expense 3,258 4,895 9,242 11,637
Add: depreciation and amortization 20,403   23,229 63,787 68,923
Add (less): special items (b)   878 5,479     2,418     37,671
EBITDA $ 37,818 $ 48,132 $ 106,672 $ 134,903

(a)       Includes net income attributable to noncontrolling interests.
 
(b) Special items consist of stock compensation expense, non-cash consolidation and restructuring charges, warrants expense (income), and in 2011 debt extinguishment loss and deferred financing fees write off.