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)         May 16, 2011       

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

Results of Operations and Financial Condition

2.02

On May 16th, 2011, the Company issued a press release reporting second quarter fiscal 2011 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 and 99.5 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.

ITEM 9.01 Financial Statements and Exhibits

(d)	Exhibits
	99.1	Press Release dated May 16, 2011
	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 Non-GAAP 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:	May 16, 2011	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

PHOTRONICS REPORTS RECORD REVENUES
IN SECOND QUARTER OF FISCAL 2011

     Second Quarter Highlights:

• Record sales of $133.1 million; exceeds guidance of $117 - $121 million
• High-end IC photomask sales increase 50% sequentially
• Recapitalized the balance sheet – improved financial flexibility
• Record non-GAAP net income of $14.8 million
• Non-GAAP EPS $0.24; exceeds guidance of $0.15 - $0.18 per share
• Operating margin improves 260 bps sequentially to 15.9%
• EBITDA climbs to record $44.6 million

BROOKFIELD, Connecticut May 16, 2011 -- Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, today reported results for the second quarter ended May 1, 2011.

Constantine (“Deno”) Macricostas, Photronics’ chairman and chief executive officer, commented: “We exceeded our guidance range and reported record revenue of $133.1 million, while also achieving quarterly sales records for both IC and FPD photomasks. Demonstrating the success of our high-end strategy, advanced IC sales grew 50% sequentially to $28.3 million. While revenues grew in each geographic area, the growth was most pronounced in the U.S. and Europe, with US revenues at their highest level since the third quarter of fiscal 2002.”

“We also performed exceptionally well on the bottom-line, achieving quarterly records for both non-GAAP net income and EBITDA,” said Macricostas. “We increased operating margin by 260 basis points sequentially to 15.9% and recorded non-GAAP EPS of $0.24 per diluted share, well in excess of our guided range. During the quarter we recapitalized our balance sheet, which increased our financial flexibility, better enabling us to execute on additional strategic initiatives. Looking forward, we are encouraged by our prospects for continued growth in 2011 and plan to make continued investments to gain further high-end market share.”

Sales for the second quarter were $133.1 million, as compared to the guided range of $117 million to $121 million. This is a 27% increase from $105.1 million in revenue reported for the second quarter of fiscal year 2010. Sales of semiconductor photomasks were $101.0 million, or 76% of revenues, during the second quarter of fiscal 2011, and sales of flat panel display (FPD) photomasks were $32.1 million, or 24% of revenues. GAAP net loss attributable to Photronics, Inc. for the second quarter of fiscal year 2011 was $16.4 million, or $0.30 per share, which includes extinguishment debt losses of $30.3 million, compared to net income attributable to Photronics, Inc. of $7.9 million, or $0.14 per diluted share, for the second quarter of fiscal 2010.

1

     Non-GAAP net income attributable to Photronics, Inc. for the second quarter of 2011, excluding the extinguishment debt losses of $30.3 million, was $14.8 million, or $0.24 earnings per diluted share, as compared to the previously guided range of $0.15 to $0.18. This is an increase of 215% from non-GAAP net income attributable to Photronics, Inc. of $4.7 million, or $0.09 earnings per diluted share, for the second quarter of 2010. Second-quarter 2010 non-GAAP net income excludes a $5.0 million gain related to consolidation and restructuring credits. 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 six months of 2011 rose 25% to $253.9 million from $203.3 million for the first six months of fiscal 2010. Sales of semiconductor photomasks were $189.8 million, or 75% of revenues for the first six months of 2011, and sales of FPD photomasks were $64.1 million, or 25% of revenues. GAAP net loss attributable to Photronics, Inc. for the first six months of fiscal 2011 was $4.3 million, or $0.08 per share, compared with the prior year's first six months net income of $8.1 million, or $0.15 per diluted share. Non-GAAP net income attributable to Photronics, Inc. for the first six months of fiscal 2011, which excludes the $30.3 million extinguishment of debt losses, was $27.0 million, or $0.44 per diluted share, compared with non-GAAP net income attributable to Photronics, Inc. for the first six months of fiscal 2010 of $5.3 million, or $0.10 per diluted share. Non-GAAP net income for the first six months of 2010 excludes a $4.8 million gain related to consolidation and restructuring credits.

Non-GAAP Financial Measures

Non-GAAP net income (loss) attributable to Photronics, Inc. and non-GAAP 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 non-GAAP net income (loss) attributable to Photronics, Inc. and non-GAAP 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 of prior periods. These non-GAAP metrics, in particular non-GAAP net income (loss) attributable to Photronics, Inc. and non-GAAP 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 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:

2

• Loss on extinguishment of debt is excluded because it is not a part of ongoing operations and was not anticipated when establishing forecast guidance for the second quarter of fiscal 2011.
• Consolidation and restructuring credits in fiscal 2010 are excluded because they are not a part of ongoing operations.
• Impact of financing expenses related to warrants is excluded because it does not affect cash earnings.
• Deferred financing fees written-off are excluded because they are not a 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.

A conference call with investors and the media to discuss these results is scheduled for 8:30 a.m. Eastern time on Tuesday, May 17, 2011. 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.

11-2011

PLAB – E

3

EX-99.2

PHOTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)
(Unaudited)

	Three Months Ended							Six Months Ended
	May 1,			May 2,				May 1,			May 2,
	2011			2010				2011			2010
Net sales	$	133,103		$		105,070		$	253,926		$	203,267
Costs and expenses:
Cost of sales		(96,617	)			(82,980	)		(186,845	)		(163,000	)
Selling, general and administrative		(11,448	)			(10,870	)		(22,162	)		(21,018	)
Research and development		(3,940	)			(3,601	)		(7,711	)		(7,556	)
Consolidation, restructuring and related credits		-				5,029			-			4,836
Operating income		21,098				12,648			37,208			16,529
Debt extinguishment loss		(30,286	)			-			(30,286	)		-
Other expense, net		(2,585	)			(2,183	)		(1,629	)		(4,636	)
(Loss) income before income taxes		(11,773	)			10,465			5,293			11,893
Income tax provision		(3,260	)			(1,860	)		(6,742	)		(2,880	)
Net (loss) income		(15,033	)			8,605			(1,449	)		9,013
Net income attributable to noncontrolling interests		(1,405	)			(732	)		(2,878	)		(927	)
Net (loss) income attributable to Photronics, Inc.	$	(16,438	)		$	7,873		$	(4,327	)	$	8,086
Earnings (loss) per share:
Basic	$	(0.30	)		$	0.15		$	(0.08	)	$	0.15
Diluted	$	(0.30	)		$	0.14		$	(0.08	)	$	0.15
Weighted average number of common shares
outstanding:
Basic		55,685				53,405			54,751			53,253
Diluted		55,685				65,780			54,751			54,291

EX-99.3

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

	May 1,		October 31,
	2011		2010
Assets
Current assets:
Cash and cash equivalents	$	186,112	$	98,945
Accounts receivable		98,510		82,951
Inventories		27,904		15,502
Other current assets		7,397		8,404
Total current assets		319,923		205,802
Property, plant and equipment, net		403,413		369,814
Investment in joint venture		72,001		61,127
Intangible assets, net		44,951		47,748
Other assets		22,263		19,388
	$	862,551	$	703,879
Liabilities and Equity
Current liabilities:
Current portion of long-term borrowings	$	5,827	$	11,467
Accounts payable and accrued liabilities		134,624		107,762
Total current liabilities		140,451		119,229
Long-term borrowings		159,558		78,852
Deferred income taxes and other liabilities		9,927		9,855
Equity		552,615		495,943
	$	862,551	$	703,879

EX-99.4

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

	Six Months Ended
	May 1,			May 2,
	2011			2010
Cash flows from operating activities:
Net (loss) income	$	(1,449	)	$	9,013
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization		46,467			45,863
Debt extinguishment loss		23,504			-
Consolidation, restructuring, and related credits		-			(5,059	)
Changes in assets and liabilities and other		(4,532	)		(16,054	)
Net cash provided by operating activities		63,990			33,763
Cash flows from investing activities:
Purchases of property, plant and equipment		(39,254	)		(31,003	)
Investment in joint venture		(8,498	)		-
Proceeds from sales of investments and other		(250	)		255
Proceeds from sale of facility		-			12,880
Increase in restricted cash		-			(1,250	)
Net cash used in investing activities		(48,002	)		(19,118	)
Cash flows from financing activities:
Proceeds from issuance of convertible debt		115,000			-
Proceeds from long-term borrowings		17,000			26,622
Repayments of long-term borrowings		(60,303	)		(40,302	)
Payments of deferred financing fees		(4,145	)		(1,056	)
Repurchase of common stock by subsidiary		(3,294	)		-
Proceeds from exercise of share-based arrangements		356			71
Net cash provided by (used in) financing activities		64,614			(14,665	)
Effect of exchange rate changes on cash		6,565			2,891
Net increase in cash and cash equivalents		87,167			2,871
Cash and cash equivalents, beginning of period		98,945			88,539
Cash and cash equivalents, end of period	$	186,112		$	91,410
Supplemental disclosure of cash flow information:
Capital lease obligation for purchase of equipment	$	21,248		$	-
Common stock issued to extinguish debt	$	17,390		$	-
Change in accrual for purchases of property, plant and equipment	$	3,079		$	19,521
Investment in joint venture	$	1,750		$	-

EX-99.5

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

	Three Months Ended						Six Months Ended
	May 1,			May 2,			May 1,			May 2,
	2011			2010			2011			2010
Reconciliation of GAAP to Non-GAAP Net Income (Loss)
Attributable to Photronics, Inc.
GAAP net income (loss) attributable to Photronics, Inc.	$	(16,438	)	$	7,873		$	(4,327	)	$	8,086
(a) Debt extinguishment loss and net interest impact, net of tax
		30,513			-			30,513			-
(b) Consolidation and restructuring credits, net of tax		-			(5,029	)		-			(4,836	)
(c) Impact of warrants, net of tax		745			860			820			1,080
(d) Deferred financing fees write off, net of tax		-			1,011			-			1,011
Non-GAAP net income attributable to Photronics, Inc.	$	14,820		$	4,715		$	27,006		$	5,341
Reconciliation of GAAP to Non-GAAP Net Income/Loss
Applicable to Common Shareholders
GAAP weighted average number of diluted shares outstanding		55,685			65,780			54,751			54,291
(e) Non-GAAP weighted average number of diluted shares outstanding		67,047			54,469			66,634			54,291
Net income (loss) per diluted share
GAAP	$	(0.30	)	$	0.14		$	(0.08	)	$	0.15
Non-GAAP	$	0.24		$	0.09		$	0.44		$	0.10

(a)	Represents extinguishment charge related to the repurchase of $30.4 million of our 5.50% convertible senior notes due in October 2014, and net interest impact on convertible transactions.
(b)	Includes credits related to restructuring in China.
(c)	Represents financing expenses related to warrants, which are recorded in other income (expense).
(d)	As a result of an amendment to our revolving credit facility, represents write-off of deferred financing fees recorded in interest expense.
(e)	Excludes the impact of shares issued on March 29, 2011 (1.7 million shares during the three months ended May 1, 2011 and 0.8 million shares during the six months ended May 1, 2011), primarily related to the issuance of common stock in exchange for $30.4 million of our 5.5% convertible senior notes due in October 2014.