8-K

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) February 14, 2007

PHOTRONICS, INC.

(Exact name of registrant as specified in its charter)

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

¨ 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))

Item 2.02.	Results of Operations and Financial Condition
	On February 14, 2007, the Company issued a press release reporting fiscal first quarter 2007 sales and earnings results for the period ended January 28, 2007. A copy of the press release is attached to this 8-K.
Item 9.01.	Financial Statements and Exhibits
(d) Exhibits
99.1	Press Release dated February 14, 2007.
99.2	Slides #1, #2, #3 and #4 provided for Conference Call.

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 February 15, 2007	BY	/s/ Edwin L. Lewis
		Edwin L. Lewis
		Senior Vice President, General Counsel and Secretary

PHOTRONICS, INC.

EXHIBIT INDEX

Exhibit No.	Subject Matter
99.1	Press Release dated February 14, 2007.
99.2	Slides #1, #2, #3 and #4 provided for Conference Call.

EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION:   Michael W. McCarthy Vice President – Corporate Communications Photronics, Inc. (203)775-9000 mmccarthy@brk.photronics.com

Press Release

  FOR IMMEDIATE RELEASE

February 14, 2007

PHOTRONICS REPORTS FIRST QUARTER RESULTS

First Quarter Highlights:

• Revenues of $106.0 million

• Net income of $7.9 million

BROOKFIELD, Connecticut February 14, 2007 — Photronics, Inc. (Nasdaq:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, today reported fiscal 2007 first quarter results for the period ended January 28, 2007.

Sales for the quarter were $106.0 million, down 5.3 %, compared to $111.9 million for the first quarter of fiscal year 2006. Net income for the first quarter of fiscal year 2007 amounted to $7.9 million, or $0.17 per diluted share compared to net income of $9.7 million, or $0.21 per diluted share for the first quarter of fiscal 2006. Net income for the 2007 first quarter includes an after-tax gain of $2.3 million, or $0.04 per diluted share, in connection with the sale of a former manufacturing facility.

Michael J. Luttati, Chief Executive Officer commented, “Although Photronics met its earnings guidance, our revenue performance during the quarter was impacted by a measurable delay in the release of new semiconductor and flat panel designs as our customers accelerated the reduction of their inventories as the calendar year came to a close. Semiconductor wafer fab shutdowns during the year-end holidays were both larger in number and longer in duration than expected. Quarter over quarter declines in our flat panel business were primarily the result of a reduction in high-end sets (Generation 6 and up).”

In closing Mr. Luttati added, “During the past 18 months, Photronics has experienced higher than normal levels of quarterly volatility. Market conditions are a contributing factor, but we are also in the process of changing Photronics’ profile. We are investing to expand our capabilities to service the semiconductor industry’s need for advanced mask technology, to grow our flat panel market share, and expand our geographical reach. We remain optimistic about the long term prospects for the Company based on our execution of strategic actions and continue to be diligent in managing our infrastructure as we improve our business model.”

— more —

Photronics, Inc. 15 Secor Road • Brookfield, Connecticut 06804 • (203)775-9000 • www.photronics.com

PHOTRONICS REPORTS FIRST QUARTER RESULTS PAGE TWO

A conference call with investors and the media to discuss these results can be accessed by logging onto Photronics’ web site at www.photronics.com, then clicking on the “Conference Calls” button in the top right corner of the home page. The call is scheduled for 8:30 a.m. Eastern Time on Thursday, February 15^th and will be archived for instant replay access until the Company reports its fiscal second quarter results after the market closes on Tuesday, May 15, 2007. The live call dial-in number is 212-748-2807.

# # #

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.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this release are considered “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All forward looking statements involve risks and uncertainties. In particular, any statement contained in this release regarding the consummation and benefits of future acquisitions, expectations with respect to the joint venture, the planned fabrication facility, future sales, financial performance, operating efficiencies and product expansion, are subject to known and unknown risks, uncertainties and contingencies, many of which are beyond the control of the Company. These factors may cause actual results, performance or achievements to differ materially from anticipated results, performances or achievements. Factors that might affect such forward looking statements include, but are not limited to, overall economic and business conditions; the demand and receipt of orders for the Company’s products; competitive factors in the industries and geographic markets in which the Company competes; changes in federal, state and foreign tax requirements (including tax rate changes, new tax laws and revised tax law interpretations); the Company’s ability to place new equipment in service on a timely basis; interest rate fluctuations and other capital market conditions, including foreign currency rate fluctuations; economic and political conditions in international markets; the ability to obtain a new bank facility or other financings; the ability to achieve anticipated synergies and other cost savings in connection with acquisitions and productivity programs; uncertainties with respect to the integration and management of a new joint venture, delays in the construction and equipping of the planned fabrication facility, the ability to transfer licensed applications to other applications, the timing, impact and other uncertainties of future acquisitions and investments; the seasonal and cyclical nature of the semiconductor industry; the availability of capital; management changes; damage or destruction to our facilities by natural disasters, labor strikes, political unrest or terrorist activity; the ability to fully utilize its tools; the ability of the Company to receive desired yields, pricing, product mix, and market acceptance of its products; changes in technology; and other risks and uncertainties set forth in the Company’s SEC filings from time to time. Any forward-looking statements should be considered in light of these factors. The Company assumes no obligation to update the information in this release.

07-05

Photronics, Inc. 15 Secor Road • Brookfield, Connecticut 06804 • (203)775-9000 • www.photronics.com

PHOTRONICS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

	Three Months Ended
	January 28 2007			January 29 2006
Net sales	$	105,981		$	111,948
Costs and expenses:
Cost of sales		76,316			75,765
Selling, general and administrative		16,442			15,188
Research and development		4,720			8,250
		8,503			12,745
Gain on sale of facility		2,254			—
Operating income		10,757			12,745
Other income (loss), net		(284	)		1,772
Income before income taxes and minority interest		10,473			14,517
Income tax provision		1,312			3,818
Income before minority interest		9,161			10,699
Minority interest		(1,304	)		(1,006	)
Net income	$	7,857		$	9,693
Earnings per share:
Basic	$	0.19		$	0.23
Diluted	$	0.17		$	0.21
Weighted average number of common shares outstanding:
Basic		41,475			41,315
Diluted		51,361			50,946

PHOTRONICS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands)

	January 28 2007		October 29 2006
Assets
Current assets:
Cash, cash equivalents and short-term investments of $31,803 in 2007 and $69,899 in 2006	$	132,439	$	199,324
Accounts receivable		76,478		84,299
Inventories		16,069		19,209
Other current assets		8,952		16,055
Total current assets		233,938		318,887
Property, plant and equipment, net		448,880		443,637
Goodwill		138,534		138,534
Investment in joint venture		64,459		64,365
Other intangibles, net		70,409		71,763
Other assets		6,518		8,497
	$	962,738	$	1,045,683
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	—	$	86,903
Accounts payable		54,860		53,907
Other accrued liabilities		36,398		50,386
Total current liabilities		91,258		191,196
Long-term debt		172,558		170,288
Deferred income taxes and other liabilities		23,289		23,920
Minority interest		47,942		45,997
Shareholders’ equity		627,691		614,282
	$	962,738	$	1,045,683

PHOTRONICS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Three Months Ended
	January 28 2007			January 29 2006
Cash flows from operating activities:
Net income	$	7,857		$	9,693
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		22,383			22,334
Gain on sale of facility		(2,254	)		—
Changes in assets and liabilities and other		(4,375	)		(20,664	)
Net cash provided by operating activities		23,611			11,363
Cash flows from investing activities:
Purchases of property, plant and equipment		(5,601	)		(28,535	)
Purchases of short-term investments		—			(5,693	)
Proceeds from sales of short-term investments and other		38,400			6,637
Acquisition of additional interest in PK Ltd.		—			(8,432	)
Net cash provided by (used in) investing activities		32,799			(36,023	)
Cash flows from financing activities:
Repayment of long-term debt		(87,087	)		(4,973	)
Proceeds from long-term debt		1,926			4,341
Proceeds from issuance of common stock		189			310
Net cash used in financing activities		(84,972	)		(322	)
Effect of exchange rate changes on cash flows		(227	)		(227	)
Net decrease in cash and cash equivalents		(28,789	)		(25,209	)
Cash and cash equivalents, beginning of period		129,425			196,049
Cash and cash equivalents, end of period	$	100,636		$	170,840
Supplemental disclosure of cash flow information:
Change in accrual for purchases of property, plant and equipment	$	14,930		$	13,064

EX-99.2

Q1-2007 Conference Call

Q1-2007 Conference Call

February 15, 2007

February 15, 2007

Exhibit 99.2

Photronics Confidential

Q1                          

2007

$0.13

Adjusted EPS

(0.04)

Less: Impact of gain                        

on sale of facility

$0.17

“GAAP”

EPS

First Quarter Results-EPS

First Quarter Results-EPS

Photronics Confidential

$115

$106

Total

(5)

(9)

High-End-

90nm and below

(19)

(15)

High-End-

G6 and above

23%

20

$86

Q1

Q1

2007

2007

21%

25

$90

Q4

Q4

2006

2006

Total High-End %

FPD Revenue

IC Revenue

Sequential Quarterly Revenue (IC/FPD)

Sequential Quarterly Revenue (IC/FPD)

in millions

in millions

MPMTC –

MPMTC –

Photronics -

Photronics -

Micron Joint Venture

Micron Joint Venture

Micron

Technology

TAM $90M

Other

Merchant

Mask Makers

Photronics

Photronics               

(100% owned)

Mask facilities                         

Once qualified at MU

NanoFab               

(100% PLAB owned)

Operational end                          

2007 at 65 nm + below                               

$150M

MP Mask Technology JV

49.9% PLAB  $  65M tangible

50.1%  MU     $  70M intangible

$135M

(Former MU captive mask fab)

5

6

2

3

4

1

1

2

3

4

5

6

Micron places mask orders through PLAB under

Supply Agreement

PLAB subcontracts MP Mask for Micron’s in house

demand.  Receives up to $5M commission annually

PLAB to receive minimum 2/3 outsourced Micron

orders, once qualified

Time delayed technology transfer

Up to 1/3 excess demand

~ 80% Mask demand, fully load MPMTC

7

PLAB to use MP Mask excess capacity for own

customers

(estimated

$5M

-

$10M

annually)

3

7