The following table sets forth certain unaudited quarterly financial data:

	First		Second			Third		Fourth		Year
Fiscal 2012:	(a) (b)		(c)					(d)		(a) (b) (c) (d)

Net sales	$	112,154	$	117,451		$	116,616	$	104,218	$	450,439
Gross margin		25,458		29,861			32,304		24,297		111,920
Net income		4,841		9,530			11,267		4,217		29,855
Net income attributable to Photronics, Inc. shareholders		4,268		8,818			10,950		3,832		27,868

Earnings per share:
Basic	$	0.07	$	0.15		$	0.18	$	0.06	$	0.46
Diluted	$	0.07	$	0.14		$	0.16	$	0.06	$	0.44

Fiscal 2011:	(e)		(f) (g)			(h) (i)		(i)		(j) (k)

Net sales	$	120,823	$	133,103		$	135,935	$	122,159	$	512,020
Gross margin		30,594		36,486			38,240		30,893		136,214
Net income (loss)		13,584		(15,033	)		12,622		9,035		20,208
Net income (loss) attributable to Photronics, Inc. shareholders		12,111		(16,438	)		11,265		9,291		16,229

Earnings (loss) per share:
Basic	$	0.23	$	(0.30	)	$	0.19	$	0.16	$	0.28
Diluted	$	0.20	$	(0.30	)	$	0.16	$	0.14	$	0.28

(a)	Includes consolidation and restructuring charges of $1.1 million, net of tax, in connection with the discontinuance of manufacturing operations at the Company's Singapore facility.

(b)	Includes non-cash gain of $0.1 million, net of tax, in connection with subsequent measurement at fair value of warrants issued to purchase the Company's stock.

(c)	Includes consolidation and restructuring charges of $0.1 million, net of tax, in connection with the discontinuance of manufacturing operations at the Company's Singapore facility.

(d)	Includes consolidation and restructuring charges of $0.2 million, net of tax, in connection with the discontinuance of manufacturing operations at the Company's Singapore facility.

(e)	Includes non-cash loss of $0.1 million, net of tax, in connection with subsequent measurement at fair value of warrants issued to purchase the Company's stock.

(f)	Includes debt extinguishment loss of $30.3 million, net of tax, in connection with the acquisition of $30.4 million principal amount of the Company's 5.5% convertible senior notes, with original maturity date of October 2014.

(g)	Includes non-cash loss of $0.7 million, net of tax, in connection with subsequent measurement at fair value of warrants used to purchase the Company's stock.

(h)	Includes debt extinguishment loss of $5.0 million, net of tax, in connection with the acquisition of $5.0 million principal amount of the Company's 5.5% convertible senior notes, with original maturity date of October 2014.

(i)	Includes non-cash gain of $0.2 million, net of tax, in connection with subsequent measurement at fair value of warrants used to purchase the Company's stock.

(j)	Includes debt extinguishment loss of $35.3 million, net of tax, in connection with the acquisition of $35.4 million principal amount of the Company's 5.5% convertible senior notes, with original maturity date of October 2014

(k)	Includes non-cash loss of $0.4 million, net of tax, in connection with subsequent measurement at fair value of warrants used to purchase the Company's stock.