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 19, 2014

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:

¨ 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 May 19, 2014, the Company issued a press release reporting second quarter fiscal 2014 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, 99.5, 99.6 and 99.7 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. On May 20, 2014, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three months ended May 4, 2014 will be disclosed. This information is set forth in Exhibit 99.6 and 99.7. EBITDA is a non-GAAP financial measure that the Company defines pursuant to its credit agreement. The Company believes that EBITDA is generally accepted as providing useful information regarding the operational strength and performance of its business, including the ability of the Company to pay interest, service debt and fund capital expenditures. The Company’s method for calculating EBITDA may not be comparable to methods used by other companies but is the same method the Company uses for calculating EBITDA under its credit facility. On May 20, 2014, the Company will conduct a conference call during which certain unaudited, Non-GAAP Operating Income financial information related to the Company’s operations for the three months ended May 4, 2014 will be disclosed. Non-GAAP Operating Income excludes transaction expenses related to the acquisition of DNP Photomask Technology Taiwan Co., Ltd., a wholly-owned subsidiary of Dai Nippon Printing Co., Ltd. The Company’s reconciliation of GAAP Operating Income to Non-GAAP Operating Income is set forth in Exhibit 99.7.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

99.1	Press Release dated May 19, 2014
99.2	Condensed Consolidated Statements of Income
99.3	Condensed Consolidated Balance Sheets
99.4	Condensed Consolidated Statements of Cash Flows
99.5	Reconciliation of GAAP to Non-GAAP Financial Information
99.6	Reconciliation of GAAP Net Income to EBITDA
99.7	Reconciliation of GAAP Operating Income to Non-GAAP Operating Income.

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 20, 2014	BY	/s/ Richelle E. Burr
		Richelle E. Burr
		Vice President, General Counsel
PHOTRONICS, INC.

EX-99.1

Press Release FOR FURTHER INFORMATION:
Pete Broadbent
Vice President, Investor Relations
& Marketing
(203) 775-9000
pbroadbent@photronics.com

PHOTRONICS REPORTS SECOND QUARTER FISCAL 2014RESULTS

• Quarterly results include impact of PDMC JV from April 4
   
• Gain, net of expenses, of $14.4 million related to formation of PDMC JV
   
• Quarterly High-end IC photomask sales of $17.2 million, up 4% sequentially
   
• Quarterly High-end FPD photomask sales of $20.6 million, up 32% sequentially
   
• Non-GAAP EPS of $0.02 per diluted share
   
• EBITDA of $25 million
   
• Net working capital of $209 million, up $33 million sequentially

     BROOKFIELD, Connecticut May 19, 2014 — Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, today reported financial results for the fiscal 2014 second quarter ended May 4, 2014.

Constantine (“Deno”) Macricostas, Photronics' chairman and chief executive officer commented, “During the quarter we closed on our new PDMC joint venture in Taiwan, and we expect this initiative to generate solid growth in the coming quarters. Customers are positive about the formation of PDMC, and we are off to a great start in integrating our operations to enable efficient photomask delivery in the region. We remain confident in our prospects for profitable growth across the company due to our global infrastructure, advanced technology and efficient operating model.”

Sales for the second quarter of fiscal 2014 were $104.9 million, a sequential increase of 3% compared with $101.5 million for the first quarter of fiscal 2014. Sales for the second quarter of 2013 were $106.7 million. Sales of semiconductor photomasks were $76.6 million, or 73% of revenues, during the second quarter of fiscal 2014, and sales of flat panel display (FPD) photomasks were $28.3 million, or 27% of revenues. GAAP net income attributable to Photronics, Inc. shareholders for the second quarter of fiscal 2014 was $15.5 million, or $0.22 per diluted share, and non-GAAP net income attributable to Photronics, Inc. shareholders for the second quarter of fiscal 2014 was $1.2 million, or $0.02 per diluted share, compared with the second quarter of fiscal 2013 GAAP net income and non-GAAP net income attributable to Photronics, Inc. shareholders of $4.9 million, or $0.08 per diluted share. Non-GAAP net income attributable to Photronics, Inc. shareholders for the second quarter of fiscal 2014 excluded the non-cash gain on acquisition of $16.4 million and transaction expenses of $2.0 million related to the joint venture, PDMC, in Taiwan.

     Sales for the first six months of fiscal 2014 were $206.4 million, compared with $206.5 million for the first six months of fiscal 2013. For the first six months of fiscal 2014, sales of semiconductor photomasks were $152.8 million, or 74% of revenues, and sales of FPD photomasks were $53.6 million, or 26% of revenues. GAAP net income attributable to Photronics, Inc. shareholders for the first six months of fiscal 2014 was $17.5 million, or $0.27 per diluted share, and non-GAAP net income attributable to Photronics, Inc. shareholders for the first six months of fiscal 2014 was $3.6 million, or $0.06 per diluted share, compared with the first six months of fiscal 2013 GAAP and Non-GAAP net income attributable to Photronics, Inc. shareholders of $7.2 million, or $0.12 per diluted share. Non-GAAP net income attributable to Photronics, Inc. shareholders for the first six months of fiscal 2014 excludes the acquisition gain and expenses related to the joint venture.

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.

Non-GAAP Financial Measures

Non-GAAP net income attributable to Photronics, Inc. shareholders 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. shareholders 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. shareholders 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:

• Non-cash acquisition gain and transaction expenses related to the joint venture, PDMC, in Taiwan are excluded because they are not 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 20, 2014. The call can be accessed by logging onto Photronics' web site at www.photronics.com. The live dial-in number is 408-774-4601. The call will be archived for instant replay access until the Company reports its fiscal 2014 third quarter results.

# # #

About Photronics

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 as well as decisions we may make in the future regarding our business, capital structure and other matters. These forward-looking statements generally can be identified by phrases such as “believes”, “expects”, “anticipates”, “plans”, “projects”, and similar expressions. 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.

07-2014

EX-99.2

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

	Three Months Ended						Six Months Ended
	May 4,			April 28,			May 4,			April 28,
	2014			2013			2014			2013
Net sales	$	104,882		$	106,680		$	206,424		$	206,519
Costs and expenses:
Cost of sales		(82,692	)		(81,891	)		(161,352	)		(160,632	)
Selling, general and administrative		(13,419	)		(12,151	)		(25,697	)		(23,218	)
Research and development		(5,939	)		(4,556	)		(10,913	)		(9,395	)
Operating income		2,832			8,082			8,462			13,274
Gain on acquisition		16,372			-			16,372			-
Other expense, net		(1,222	)		(916	)		(2,095	)		(1,507	)
Income before income taxes		17,982			7,166			22,739			11,767
Income tax provision		(2,032	)		(1,724	)		(4,747	)		(3,466	)
Net income		15,950			5,442			17,992			8,301
Net income attributable to noncontrolling interests		(410	)		(579	)		(459	)		(1,114	)
Net income attributable to Photronics, Inc. shareholders	$	15,540		$	4,863		$	17,533		$	7,187
Earnings per share:
Basic	$	0.25		$	0.08		$	0.29		$	0.12
Diluted	$	0.22		$	0.08		$	0.27		$	0.12
Weighted-average number of common shares outstanding:
Basic		61,372			60,493			61,286			60,385
Diluted		77,705			61,501			77,632			61,298

EX-99.3

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

	May 4,		November 3,
	2014		2013
Assets
Current assets:
Cash and cash equivalents	$	191,828	$	215,615
Accounts receivable		97,654		73,357
Inventories		21,923		18,849
Other current assets		29,406		10,645
Total current assets		340,811		318,466
Property, plant and equipment, net		534,065		422,740
Investment in joint venture		93,085		93,124
Intangible assets, net		32,767		34,080
Other assets		20,282		17,519
	$	1,021,010	$	885,929
Liabilities and Equity
Current liabilities:
Current portion of long-term borrowings	$	10,231	$	11,818
Accounts payable and accrued liabilities		121,174		92,769
Total current liabilities		131,405		104,587
Long-term borrowings		158,691		182,203
Other liabilities		21,175		11,308
Photronics, Inc. shareholders' equity		603,121		585,314
Noncontrolling interests		106,618		2,517
Total equity		709,739		587,831
	$	1,021,010	$	885,929

EX-99.4

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

	Six Months Ended
	May 4,			April 28,
	2014			2013
Cash flows from operating activities:
Net income	$	17,992		$	8,301
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on acquisition		(16,372	)		-
Depreciation and amortization		36,782			37,490
Changes in assets and liabilities and other		1,497			(9,857	)
Net cash provided by operating activities		39,899			35,934
Cash flows from investing activities:
Purchases of property, plant and equipment		(42,385	)		(31,866	)
Cash from acquisition		4,508			-
Other		(910	)		(2,822	)
Net cash used in investing activities		(38,787	)		(34,688	)
Cash flows from financing activities:
Repayments of long-term borrowings		(25,100	)		(3,319	)
Repurchase of common stock of subsidiary		-			(4,190	)
Payment of deferred financing fees		(309	)		(40	)
Proceeds from share-based arrangements		888			588
Other		(543	)		-
Net cash used in financing activities		(25,064	)		(6,961	)
Effect of exchange rate changes on cash		165			(1,776	)
Net decrease in cash and cash equivalents		(23,787	)		(7,491	)
Cash and cash equivalents, beginning of period		215,615			218,043
Cash and cash equivalents, end of period	$	191,828		$	210,552
Noncash net assets from acquisition	$	110,213		$	-

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 4,			April 28,		May 4,			April 28,
	2014			2013		2014			2013
Reconciliation of GAAP to Non-GAAP Net Income
Attributable to Photronics, Inc. Shareholders
GAAP net income attributable to Photronics, Inc. shareholders	$	15,540		$	4,863	$	17,533		$	7,187
(a) Gain on acquisition, net of tax		(16,372	)		-		(16,372	)		-
(b) Acquisition transaction expenses, net of tax		2,018			-		2,455			-
Non-GAAP net income attributable to Photronics, Inc. shareholders	$	1,186		$	4,863	$	3,616		$	7,187
Reconciliation of GAAP to Non-GAAP Net Income
Applicable to Common Shareholders
Weighted average number of diluted shares outstanding
GAAP		77,705			61,501		77,632			61,298
Non-GAAP		62,282			61,501		62,209			61,298
Net income per diluted share
GAAP	$	0.22		$	0.08	$	0.27		$	0.12
Non-GAAP	$	0.02		$	0.08	$	0.06		$	0.12

(a)	Represents gain on acquisition of DNP Photomask Technology Taiwan Co., Ltd (DPTT), a wholly-owned subsidiary of Dai Nippon Printing Co., Ltd.
(b)	Represents transaction expenses in connection with the acquisition of DPTT

EX-99.6

PHOTRONICS, INC. AND SUBSIDIARIES
Non-GAAP Financial Measure
Reconciliation of GAAP Net Income to EBITDA
(in thousands)
(Unaudited)

	Three Months Ended					Six Months Ended
	May 4,			April 28,		May 4,			April 28,
	2014			2013		2014			2013
GAAP Net Income (a)	$	15,950		$	5,442	$	17,992		$	8,301
Add: interest expense		1,816			1,909		3,800			3,796
Add: income tax expense		2,032			1,724		4,747			3,466
Add: depreciation and amortization		18,550			17,959		35,972			36,742
Add (less): special items (b)		(13,310	)		939		(11,768	)		1,825
	$	25,038		$	27,973	$	50,743		$	54,130

(a)	Includes net income attributable to noncontrolling interests.
(b)	Special items consist of stock compensation expense, and in 2014 noncash gain on acquisition of DNP Photomask Technology Taiwan, Co., Ltd., a wholly-owned subsidiary of Dai Nippon Printing Co., Ltd., and related acquisition transaction expenses.

EX-99.7

PHOTRONICS, INC. AND SUBSIDIARIES
Non-GAAP Financial Measure
Reconciliation of GAAP Operating Income to Non-GAAP Operating Income
(in thousands)
(Unaudited)

	Three Months Ended								Six Months Ended
	May 4,				April 28,				May 4,				April 28,
	2014				2013				2014				2013
	$		%		$		%		$		%		$		%
GAAP Operating Income	$	2,832	2.7	%	$	8,082	7.6	%	$	8,462	4.1	%	$	13,274	6.4	%
(a) Acquisition transaction expenses		2,018	1.9			—	—			2,455	1.2			—	—
Non-GAAP Operating Income	$	4,850	4.6	%	$	8,082	7.6	%	$	10,917	5.3	%	$	13,274	6.4	%

(a) Represents transaction expenses in connection with the acquisition of DNP Photomask Technology Taiwan Co., Ltd., a wholly-owned subsidiary of Dai Nippon Printing Co., Ltd.