Press Release

• Quarterly sales of $116.6 million; exceeds revised guidance of approximately $116 million
• GAAP and non-GAAP diluted EPS of $0.16; within initial guidance of $0.14 - $0.18
• High end IC sales of $27.4 million
• Gross margin increased 230 bps sequentially
• Operating margin improves 190 bps sequentially to 13.1%
• EBITDA of $38 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 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.

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:

• Consolidation and restructuring charges in fiscal 2012 are excluded because they are not a part of ongoing operations.
• Loss on extinguishment of debt in fiscal 2011 is excluded because it is not a part of ongoing operations.
• Impact of financing expenses related to warrants 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, 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

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

Source: Photronics, Inc.

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