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 16, 2010   

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 February 16, 2010, the Company issued a press release reporting first quarter fiscal 2010 results. 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 16, 2010
	99.2	Condensed Consolidated Statements of Operations
	99.3	Condensed Consolidated Balance Sheets
	99.4	Condensed Consolidated Statements of Cash Flows
	99.5	Reconciliation of GAAP to Pro Forma Financial Information

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 16, 2010	BY	/s/ Richelle E. Burr
			Richelle E. Burr
			Vice President, General Counsel

PHOTRONICS, INC.

EX-99.1

Press Release	FOR FURTHER INFORMATION: Sean T. Smith Senior Vice President Chief Financial Officer (203) 775-9000 ssmith@photronics.com
FOR IMMEDIATE RELEASE February 16, 2010

PHOTRONICS REPORTS FIRST QUARTER RESULTS

First Quarter Highlights

• Sales of $98.2 million versus guidance of $91 - $96 million.
• Pro forma earnings per share of $0.01 versus guidance of $(0.08) - $(0.03) loss per share
• High-end IC photomask sales increased 22% sequentially
• High-end and FPD photomask sales increased 13% sequentially

     BROOKFIELD, Connecticut February 16, 2010 -- Photronics, Inc. (Nasdaq:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, today reported fiscal 2010 first quarter results for the period ended January 31, 2010.

     Sales for the first quarter were $98.2 million, an increase of 12% compared to $88.0 million for the first quarter of fiscal year 2009. Sales of semiconductor photomasks accounted for $74.5 million, or 75.9% of revenues during the first quarter of fiscal 2010, and sales of flat panel display (FPD) photomasks accounted for $23.7 million, or 24.1% of revenues. GAAP net income attributable to Photronics, Inc. for the first quarter of fiscal year 2010 was $0.2 million, or $0.00 earnings per diluted share, compared to net loss attributable to Photronics, Inc. of $10.2 million, or $0.25 loss per share for the first quarter of fiscal 2009.

Pro forma net income attributable to Photronics, Inc. for the first quarter of 2010 was $0.6 million or $0.01 earnings per diluted share as compared to pro forma net loss attributable to Photronics, Inc. of $8.9 million or $0.21 loss per share for the first quarter of 2009. The section below entitled “Non-GAAP Financial Measures” provides a definition and information about the use of pro forma financial measures in this press release and the attached financial supplement reconciles pro forma financial information with Photronics, Inc.’s financial results under GAAP.

     Constantine (“Deno”) Macricostas, Photronics’ chairman and chief executive officer commented, “First quarter sales improved sequentially in what is normally a slow period seasonally and marked the sixth consecutive quarterly increase of high-end integrated circuit photomask sales. Improvement in sales of both high-end flat panel display and integrated circuit photomasks confirms the continued success of our market penetration strategy,” concluded Macricostas.

Non-GAAP Financial Measures

Pro forma net income (loss) attributable to Photronics, Inc. and pro forma earnings (loss) 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 pro forma net income (loss) attributable to Photronics, Inc. and pro forma earnings (loss) 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 from prior periods. These pro forma metrics, in particular pro forma net income (loss) attributable to Photronics, Inc. and pro forma earnings (loss) 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 (loss), net income (loss) or cash flows from operations data as measured under GAAP. The items excluded from these pro forma metrics, but included in the calculation of their closest GAAP equivalent, are significant components of consolidated statements of operations and must be considered in performing a comprehensive assessment of overall financial performance. Pro forma financial information is adjusted for the following items:

• Consolidation and restructuring charges are excluded because they are not a part of ongoing operations
• Impact of financing expenses related to warrants are excluded because they do 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 generally accepted accounting principles in the United States. The attached financial supplement reconciles pro forma 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, February 17, 2010. The live dial-in number is 913-312-0651. 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 as discussed in filings with the U. S. Securities and Exchange Commission (SEC). 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. The Company assumes no obligation to provide revisions to any forward-looking statements.

05-2010

PLAB - E

EX-99.2

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

	Three Months Ended
	January 31,			February 1,
	2010			2009
Net sales	$	98,197		$	88,042
Costs and expenses:
Cost of sales		(80,020	)		(77,483	)
Selling, general and administrative		(10,149	)		(10,402	)
Research and development		(3,954	)		(3,624	)
Consolidation, restructuring and related charges		(193	)		(1,680	)
Operating income (loss)		3,881			(5,147	)
Other income (expense), net		(2,453	)		(3,623	)
Income (loss) before income taxes		1,428			(8,770	)
Income tax provision		(1,020	)		(1,197	)
Net income (loss)		408			(9,967	)
Net income attributable to noncontrolling interests		(195	)		(266	)
Net income (loss) attributable to Photronics, Inc.	$	213		$	(10,233	)
Earnings (loss) per share:
Basic	$	0.00		$	(0.25	)
Diluted	$	0.00		$	(0.25	)
Weighted average number of common shares
outstanding:
Basic		53,102			41,723
Diluted		54,824			41,723

EX-99.3

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

	January 31,		November 1,
	2010		2009
Assets
Current assets:
Cash and cash equivalents	$	84,401	$	88,539
Accounts receivable		72,860		66,920
Inventories		15,806		14,826
Other current assets		11,407		9,712
Total current assets		184,474		179,997
Property, plant and equipment, net		354,401		347,889
Investment in joint venture		60,923		60,945
Intangibles, net		53,510		55,054
Other assets		19,149		19,771
	$	672,457	$	663,656
Liabilities and Equity
Current liabilities:
Current portion of long-term borrowings	$	11,376	$	10,301
Accounts payable and accrued liabilities		84,414		80,154
Total current liabilities		95,790		90,455
Long-term borrowings		107,548		112,137
Deferred income taxes and other liabilities		10,680		11,368
Equity		458,439		449,696
	$	672,457	$	663,656

EX-99.4

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

	Three Months Ended
	January 31,			February 1,
	2010			2009
Cash flows from operating activities:
Net income (loss)	$	408		$	(9,967	)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization		22,424			21,725
Consolidation, restructuring and related charges		-			1,680
Changes in assets and liabilities and other		(6,417	)		(5,449	)
Net cash provided by operating activities		16,415			7,989
Cash flows from investing activities:
Purchases of property, plant and equipment		(21,457	)		(12,789	)
Deposit on sale of facility		4,190			-
Increase in restricted cash		(1,250	)		-
Proceeds from sales of investments and other		43			858
Net cash used in investing activities		(18,474	)		(11,931	)
Cash flows from financing activities:
Repayments of long-term borrowings		(7,250	)		(3,607	)
Proceeds from customer advance		3,822			-
Payments of deferred financing fees		-			(1,913	)
Other		30			-
Net cash used in financing activities		(3,398	)		(5,520	)
Effect of exchange rate changes on cash		1,319			(2,792	)
Net decrease in cash and cash equivalents		(4,138	)		(12,254	)
Cash and cash equivalents, beginning of period		88,539			83,763
Cash and cash equivalents, end of period	$	84,401		$	71,509
Supplemental disclosure of cash flow information:
Change in accrual for purchases of property, plant and equipment	$	(227	)	$	(11,204	)

EX-99.5

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

	Three Months Ended
	January 31,		February 1,
	2010		2009
Reconciliation of GAAP to Pro Forma Net Income (Loss)
GAAP net income (loss) attributable to Photronics, Inc.	$	213	$	(10,233	)
(a) Consolidation and restructuring charges, net of tax		193		1,335
(b) Impact of warrants, net of tax		220		-
Pro forma net income (loss) attributable to Photronics, Inc.	$	626	$	(8,898	)
Weighted average number of diluted shares outstanding		54,824		41,723
Earnings (loss) per diluted share
GAAP	$	-	$	(0.25	)
Pro forma	$	0.01	$	(0.21	)

(a)	Includes charges related to restructurings in China and United Kingdom.
(b)	Represents financing expenses related to warrants, which are recorded in other income (expense).