PHOTRONICS, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Pro Forma Financial Information
(in thousands, except per share data)
(Unaudited)
| | | | Three Months Ended | | Year Ended |
| | | | November 1, | | November 2, | | November 1, | | November 2, |
| | | | 2009 | | 2008 | | 2009 | | 2008 |
| Reconciliation of GAAP to Pro Forma Net Loss | | | | | | | | | | | | | | | |
| GAAP net income (loss) | | $ | 1,241 | | | $ | 235 | | $ | (41,910 | ) | | $ | (210,765 | ) |
| | (a) | Consolidation and restructuring charges, net of tax | | | 626 | | | | 367 | | | 12,913 | | | | 367 | |
| (b) | Gain on sale of building, net of tax | | | (1,474 | ) | | | - | | | (1,474 | ) | | | - | |
| (c) | Deferred financing fees net of interest savings, net of tax | | | 2,942 | | | | - | | | 2,942 | | | | - | |
| (d) | Warrant mark-to-market (gains)/charges, net of tax | | | (6,544 | ) | | | - | | | 304 | | | | - | |
| (e) | Primarily goodwill and long-lived assets impairment, net of tax | | | - | | | | - | | | 1,050 | | | | 199,177 | |
| Pro forma net income (loss) | | $ | (3,209 | ) | | $ | 602 | | $ | (26,175 | ) | | $ | (11,221 | ) |
| | | | | | | | | | | | | | | | |
| | | | Three Months Ended | | Year Ended |
| | | | November 1, | | November 2, | | November 1, | | November 2, |
| | | | 2009 | | 2008 | | 2009 | | 2008 |
| Reconciliation of GAAP Pro Forma Net Income/Loss | | | | | | | | | | | | | | | |
| Applicable to Common Shareholders | | | | | | | | | | | | | | | |
| GAAP weighted average number of diluted shares outstanding | | | 48,907 | | | | 41,996 | | | 43,210 | | | | 41,658 | |
| | (f) | Adjustment to exclude equivalent shares issued
September 16, 2009 | | | (5,603 | ) | | | - | | | (1,401 | ) | | | - | |
| Pro forma weighted average number of diluted shares outstanding | | | 43,304 | | | | 41,996 | | | 41,809 | | | | 41,658 | |
| | | | | | | | | | | | | | | | |
| Net income (loss) per diluted share | | | | | | | | | | | | | | | |
| GAAP | | $ | (0.11 | ) | | $ | 0.01 | | $ | (0.97 | ) | | $ | (5.06 | ) |
| Pro forma | | $ | (0.07 | ) | | $ | 0.01 | | $ | (0.63 | ) | | $ | (0.27 | ) |
| (a) | | Includes charges related to announced restructurings in China and United Kingdom. |
| |
| (b) | | Represents net gain recognized on sale of Manchester, United Kingdom facility. |
| |
| | (c) | | Represents write-off of deferred financing fees of $3.7 million recorded in interest expense as a result of reduced debt offset by $0.8 million of reduced interest expense resulting from the $98 million debt repayment with the proceeds of the common stock and senior unsecured debt issuance. |
| |
| (d) | | Represents market value impact of outstanding warrants and the clawback of 1.2 million warrants ($6.0 million) both of which are recorded in other income. |
| |
| (e) | | Represents goodwill and long-lived assets impairment charge, net of tax |
| |
| (f) | | Adjustment to reflect the excluded impact on weighted average shares outstanding during quarter and year of the equivalent shares issued on September 16, 2009. |
