Photronics (PLAB) 8-K Other events

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

			Three Months Ended							Year Ended
			November 2, 2003		November 3, 2002				November 2, 2003			November 3, 2002
Net sales			$	91,489	$	90,058			$	348,884		$		386,871
Costs and expenses:
	Cost of sales			62,090		67,386				250,687				276,451
	Selling, general and administrative			13,544		14,398				56,154				57,973
	Research and development			7,491		7,878				29,965				30,154
	Consolidation, restructuring and related charges			-		14,500	(a)			42,000	(b)		14,500		(a)
	Operating income (loss)			8,364		(14,104)	(a)			(29,922)	(b)			7,793	(a)
Other expense, net				(2,431)		(2,039)	(c)			(11,743)	(d)			(13,291)	(c)
	Income (loss) before income    taxes and minority interest			5,933		(16,143)	(a)	(c)		(41,665)	(b)(d)			(5,498)	(a)(c)
Income tax provision (benefit)				1,722		(7,419)	(a)	(c)		924	(b)(d)			(7,019)	(a)(c)
	Income (loss) before minority interest			4,211		(8,724)	(a)	(c)		(42,589)	(b)(d)			1,521	(a)(c)
Minority interest				(1,088)		(1,584)				(5,573)				(6,378)
	Net income (loss)		$	3,123	$	(10,308)	(a)	(c)	$	(48,162)	(b)(d)	$		(4,857)	(a)(c)
Earnings (loss) per share:
		Basic	$	0.10	$	(0.32)	(a)	(c)	$	(1.50)	(b)(d)	$		(0.16)	(a)(c)
		Diluted	$	0.10	$	(0.32)	(a)	(c)	$	(1.50)	(b)(d)	$		(0.16)	(a)(c)
Weighted average number of      common shares outstanding:
		Basic		32,388		32,022				32,144				31,278
		Diluted		32,776		32,022				32,144				31,278

(a)	Includes consolidation charges incurred in the fourth quarter of 2002 of $14.5 million ($10.0 million after tax, or $.31 per share for the fourth quarter, $.32 per share for the year) in connection with the Company's closing its manufacturing facility in Milpitas, California and the reduction of its North American work force.
(b)	Includes consolidation charges incurred in the second quarter of 2003 of $42.0 million ($39.9 million after tax or $1.24 per diluted share) in connection with the Company's closing its manufacturing facility in Phoenix, Arizona and consolidation of the Company's North American operating infrastructure.
(c)	Includes a net gain in the fourth quarter of 2002 of $2.6 million ($1.7 million after tax, or $.05 per share) from the repurchase of a portion of the Company's 6% convertible notes.
(d)	Includes early extinguishment charge incurred in the third quarter of 2003 of $.9 million after tax or $.03 per diluted share in connection with the early redemption of the Company's 6% $62.1 million convertible notes due June 2004.

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

				November 2, 2003		November 3, 2003
			Assets
Current assets:
		Cash, cash equivalents and short-term
		investments of $17,036 in 2003 and $15,148 in 2002		$	231,813	$	129,092
		Accounts receivable			59,579		62,545
		Inventories			14,329		19,948
		Other current assets			34,161		37,475
			Total current assets		339,882		249,060
Property, plant and equipment, net					387,977		443,860
Intangible assets, net					118,892		121,217
Other assets					18,789		18,305
				$	865,540	$	832,442
Liabilities and Shareholders' Equity
Current liabilities:
		Current portion of long-term debt		$	5,505	$	10,649
		Accounts payable			43,997		57,401
		Other accrued liabilities			31,871		38,982
			Total current liabilities		81,373		107,032
Long-term debt					368,307		296,785
Deferred income taxes and other liabilities					54,723		44,539
Minority interest					52,808		44,971
	Shareholders' equity				308,329		339,115
				$	865,540	$	832,442

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

			Year Ended
				November 2, 2003		November 3, 2002
Cash flows from operating activities:
	Net loss		$		(48,162)	$	(4,857)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Depreciation and amortization			85,097		83,187
		Consolidation, restructuring and related charges			42,000		14,500
		Changes in assets and liabilities and other			4,297		43,572
Net cash provided by operating activities					83,232		136,402
Cash flows from investing activities:
		Deposits on and purchases of property, plant and equipment			(47,022)		(126,462)
		Other			(930)		(14,268)
Net cash used in investing activities					(47,952)		(140,730)
Cash flows from financing activities:
		Repayment of long-term debt, net			(86,535)		(115,174)
		Proceeds from issuance of common stock			5,501		4,590
		Issuance of convertible debt, net			145,170		193,237
Net cash provided by financing activities					64,136		82,653
Effect of exchange rate changes on cash flows					1,417		935
Net Increase  in cash and cash equivalents					100,833		79,260
Cash and cash equivalents, beginning of year					113,944		34,684
Cash and cash equivalents, end of year			$		214,777	$	113,944