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

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:

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

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Item 2.02	Results of Operations and Financial Condition
	On August 19, 2014, the Company issued a press release reporting third quarter fiscal 2014 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, 99.6 and 99.7 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 20, 2014, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three months ended August 3, 2014 will be disclosed. This information is set forth in Exhibit 99.6 and 99.7. 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

	99.1		Press Release dated August 19, 2014
	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
	99.7		Reconciliation of GAAP Operating Income to Non-GAAP Operating Income.

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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.

DATE: August 20, 2014	BY	/s/ Richelle E. Burr
		Richelle E. Burr
		Vice President, General Counsel
PHOTRONICS, INC.

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

PHOTRONICS REPORTS THIRD QUARTER FISCAL 2014 RESULTS

• Quarterly sales of $124.9 million; at high-end of guidance of $120 - $125 million
   
• GAAP and non-GAAP diluted EPS of $0.07; at high-end of guidance of $0.02 - $0.07 N
   
• High end IC sales of $36.6 million, a new quarterly high
   
• Gross margin increases 170 bps sequentially
   
• Operating margin improves sequentially to 8.9%
   
• EBITDA of $34 million, up $9 million sequentially

BROOKFIELD, Conn. August 19, 2014 — 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 2014 third quarter ended August 3, 2014.

Constantine ("Deno") Macricostas, Photronics' chairman and chief executive officer, commented: "This quarter represents the first full quarter including our PDMC joint venture and the results reflect the strength in that business. In addition, during the quarter we completed our 14nm qualification with a key foundry customer in Asia and are now benefitting from high-end business ramps across our leading edge customer base. High-end semiconductor revenues of $36.6 million set a new record for the company and we expect continued growth as our customers begin to ramp new designs. Higher sales volumes led to solid bottom line returns with operating margin improving to 8.9% and non-GAAP earnings per share of $0.07 at the high end of our guidance. Overall, our business is strong and we are optimistic about the balance of the fiscal year as our investments in high-end capability are being utilized more robustly by our customers.”

Sales for the third quarter of fiscal 2014 were $124.9 million, an increase of 13.9% compared with $109.7 million for the third quarter of fiscal 2013. Sales of semiconductor photomasks were $100.6 million, or 81% of revenues, during the third quarter of fiscal 2014, and sales of flat panel display photomasks were $24.3 million, or 19% of revenues. GAAP net income attributable to Photronics, Inc. shareholders for the third quarter of fiscal 2014 was $4.2 million, or $0.07 per diluted share, compared with $5.9 million, or $0.10 per diluted share in the third quarter of fiscal 2013.

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Sales for the first nine months of fiscal 2014 increased 4.8% to $331.3 million, compared with $316.2 million for the first nine months of fiscal 2013. For the first nine months of fiscal 2014, sales of semiconductor photomasks were $253.4 million, or 76% of revenues, and sales of FPD photomasks were $77.9 million, or 24% of revenues. GAAP net income attributable to Photronics, Inc. shareholders for the first nine months of fiscal 2014 was $21.7 million, or $0.34 per diluted share, and non-GAAP net income attributable to Photronics, Inc. shareholders for the first nine months of fiscal 2014 was $7.8 million, or $0.13 per diluted share, compared with the first nine months of fiscal 2013 GAAP and non-GAAP net income attributable to Photronics, Inc. shareholders of $13.1 million, or $0.21 per diluted share. Non-GAAP net income attributable to Photronics, Inc. shareholders for the first nine months of fiscal 2014 excludes the acquisition gain and expenses related to the joint venture.

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:

• Non-cash acquisition gain and transaction expenses related to the joint venture, PDMC, in Taiwan are excluded because they are not part of ongoing operations.

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.

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A conference call with investors and the media to discuss these results is scheduled for 8:30 a.m. Eastern time on Wednesday, August 20, 2014. 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. The call will be archived for instant replay access until the Company reports its fiscal 2014 fourth quarter results.

About Photronics

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. These forward-looking statements generally can be identified by phrases such as “believes”, “expects”, “anticipates”, “plans”, “projects”, “could”, “estimate”, “intend”, “may”, “will” and similar expressions. 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.

09-2014

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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
	August 3,				July 28,				August 3,				July 28,
	2014				2013				2014				2013
Net sales	$	124,852			$	109,652			$	331,276			$	316,171
Costs and expenses:
Cost of sales		(96,202	)			(82,574	)			(257,554	)			(243,206	)
Selling, general and administrative		(12,394	)			(12,068	)			(38,092	)			(35,286	)
Research and development		(5,199	)			(4,985	)			(16,111	)			(14,380	)
Operating income		11,057				10,025				19,519				23,299
Gain on acquisition		-				-				16,372				-
Other expense, net		(1,168	)			(972	)			(3,264	)			(2,479	)
Income before income taxes		9,889				9,053				32,627				20,820
Income tax provision		(2,545	)			(2,689	)			(7,291	)			(6,155	)
Net income		7,344				6,364				25,336				14,665
Net income attributable to noncontrolling interests		(3,158	)			(424	)			(3,617	)			(1,539	)
Net income attributable to Photronics, Inc. shareholders	$	4,186			$	5,940			$	21,719			$	13,126
Earnings per share:
Basic	$	0.07			$	0.10			$	0.35			$	0.22
Diluted	$	0.07			$	0.10			$	0.34			$	0.21
Weighted-average number of common shares outstanding
Basic		61,436				60,746				61,336				60,505
Diluted		62,432				66,177				77,706				61,478

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

	August 3,			November 3,
	2014			2013
Assets
Current assets:
Cash and cash equivalents	$	196,338		$	215,615
Accounts receivable		102,899			73,357
Inventories		23,661			18,849
Other current assets		30,939			10,645
Total current assets		353,837			318,466
Property, plant and equipment, net		547,377			422,740
Investment in joint venture		93,141			93,124
Intangible assets, net		31,277			34,080
Other assets		19,794			17,519
	$	1,045,426		$	885,929
Liabilities and Equity
Current liabilities:
Current portion of long-term borrowings	$	10,306		$	11,818
Accounts payable and accrued liabilities		138,695			92,769
Total current liabilities		149,001			104,587
Long-term borrowings		156,283			182,203
Other liabilities		19,881			11,308
Photronics, Inc. shareholders' equity		609,938			585,314
Noncontrolling interests		110,323			2,517
Total equity		720,261			587,831
	$	1,045,426		$	885,929

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

	Nine Months Ended
	August 3,				July 28,
	2014				2013
Cash flows from operating activities:
Net income	$	25,336			$	14,665
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on acquisition		(16,372	)			-
Depreciation and amortization		58,412				55,081
Changes in assets and liabilities and other		(5,538	)			(2,192	)
Net cash provided by operating activities		61,838				67,554
Cash flows from investing activities:
Purchases of property, plant and equipment		(58,278	)			(47,281	)
Cash from acquisition		4,508				-
Other		(759	)			(2,630	)
Net cash used in investing activities		(54,529	)			(49,911	)
Cash flows from financing activities:
Repayments of long-term borrowings		(27,432	)			(4,990	)
Payment of deferred financing fees		(336	)			(40	)
Purchase of common stock of subsidiary		-				(31,627	)
Proceeds from share-based arrangements		1,043				715
Other		(597	)			-
Net cash used in financing activities		(27,322	)			(35,942	)
Effect of exchange rate changes on cash		736				(2,473	)
Net decrease in cash and cash equivalents		(19,277	)			(20,772	)
Cash and cash equivalents, beginning of period		215,615				218,043
Cash and cash equivalents, end of period	$	196,338			$	197,271
Noncash net assets from acquisition	$	110,211			$	-

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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
		August 3,			July 28,			August 3,				July 28,
		2014			2013			2014				2013
Reconciliation of GAAP to Non-GAAP Net Income
Attributable to Photronics, Inc. Shareholders
GAAP net income attributable to Photronics, Inc. shareholders		$	4,186		$	5,940		$	21,719			$	13,126
(a) Gain on acquisition, net of tax			-			-			(16,372	)			-
(b) Acquisition transaction expenses, net of tax			-			-			2,455				-
Non-GAAP net income attributable to Photronics, Inc. shareholders		$	4,186		$	5,940		$	7,802			$	13,126
Reconciliation of GAAP to Non-GAAP Net Income
Applicable to Common Shareholders
Weighted average number of diluted shares outstanding
GAAP			62,432		66,177				77,706				61,478
Non-GAAP			62,432			66,177			62,283				61,478
Net income per diluted share
GAAP		$	0.07		$	0.10		$	0.34			$	0.21
Non-GAAP		$	0.07		$	0.10		$	0.13			$	0.21

(a)		Represents gain on acquisition of DNP Photomask Technology Taiwan Co., Ltd (DPTT), a wholly-owned subsidiary of Dai Nippon Printing Co., Ltd.
(b)		Represents transaction expenses in connection with the acquisition of DPTT

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

		Three Months Ended						Nine Months Ended
		August 3,			July 28,			August 3,				July 28,
		2014			2013			2014				2013
GAAP Net Income (a)		$	7,344		$	6,364		$	25,336			$	14,665
Add: interest expense			1,809			1,909			5,609				5,707
Add: income tax expense			2,545			2,689			7,291				6,155
Add: depreciation and amortization			21,292			17,212			57,264				53,954
Add (less): special items (b)			981			993			(10,787	)			2,818
		$	33,791		$	29,167		$	84,713			$	83,299

(a)		Includes net income attributable to noncontrolling interests.
(b)		Special items consist of stock compensation expense, and in 2014 noncash gain on acquisition of DNP Photomask Technology Taiwan, Co., Ltd., a wholly-owned subsidiary of Dai Nippon Printing Co., Ltd., and related acquisition transaction expenses.

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PHOTRONICS, INC. AND SUBSIDIARIES
Non-GAAP Financial Measure
Reconciliation of GAAP Operating Income to Non-GAAP Operating Income
(in thousands)
(Unaudited)

		Three Months Ended												Nine Months Ended
		August 3,						July 28,						August 3,						July 28,
		2014						2013						2014						2013
		$			%			$			%			$			%			$			%
GAAP Operating Income		$	11,057		8.9	%		$	10,025		9.1	%		$	19,519		5.9	%		$	23,299		7.4	%
(a) Acquisition transaction expenses			—		—				—		—				2,455		0.7				—		—
Non-GAAP Operating Income		$	11,057		8.9	%		$	10,025		9.1	%		$	21,974		6.6	%		$	23,299		7.4	%

(a)	Represents transaction expenses in connection with the acquisition of DNP Photomask Technology Taiwan Co., Ltd., a wholly-owned subsidiary of Dai Nippon Printing Co., Ltd.

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