PHOTRONICS, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Information
(in thousands, except per share data)
(Unaudited)
| | | Three Months Ended | | Year Ended |
| | | October 31, | | November 1, | | | October 31, | | November 1, |
| | | 2010 | | 2009 | | 2010 | | 2009 |
| Reconciliation of GAAP to Non-GAAP Net Income (Loss) | | | | | | | | | | | | | | | | |
| Attributable to Photronics, Inc. | | | | | | | | | | | | | | | | |
| GAAP net income (loss) attributable to Photronics, Inc. | | $ | 8,144 | | | $ | 1,241 | | | $ | 23,922 | | | $ | (41,910 | ) |
| (a) Consolidation and restructure charges (credits), net of tax | | | (168 | ) | | | 626 | | | | (4,979 | ) | | | 12,913 | |
| (b) Gain on sale of facility, net of tax | | | - | | | | (1,474 | ) | | | - | | | | (1,474 | ) |
| (c) Deferred financing fees write-off, net of interest savings, | | | | | | | | | | | | | | | | |
| net of tax | | | - | | | | 2,942 | | | | 1,011 | | | | 2,942 | |
| (d) Impact of warrants, net of tax | | | 554 | | | | (6,544 | ) | | | 1,246 | | | | 304 | |
| (e) Impairment of long-lived assets, net of tax | | | - | | | | - | | | | - | | | | 1,050 | |
| Non-GAAP net income (loss) attributable to Photronics, Inc. | | $ | 8,530 | | | $ | (3,209 | ) | | $ | 21,200 | | | $ | (26,175 | ) |
| Weighted-average number of diluted shares outstanding: | | | | | | | | | | | | | | | | |
| GAAP | | | 66,145 | | | | 48,907 | | | | 65,803 | | | | 43,210 | |
| (f) Adjustment to exclude equivalent shares issued | | | | | | | | | | | | | | | | |
| September 16, 2009 | | | - | | | | (5,603 | ) | | | - | | | | (1,401 | ) |
| Non-GAAP | | | 66,145 | | | | 43,304 | | | | 65,803 | | | | 41,809 | |
| Earnings (loss) per diluted share: | | | | | | | | | | | | | | | | |
| GAAP | | $ | 0.14 | | | $ | (0.11 | ) | | $ | 0.43 | | | $ | (0.97 | ) |
| Non-GAAP | | $ | 0.14 | | | $ | (0.07 | ) | | $ | 0.38 | | | $ | (0.63 | ) |
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| (a) | | Includes charges related to restructurings in China and United Kingdom. |
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| (b) | | Represents net gain recognized on sale of Manchester, United Kingdom facility. |
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| (c) | | Represents write-off of deferred financing fees recorded in interest expense as a result of an amendment to the revolving credit facility and reduced debt, offset in 2009 by reduced interest expense that resulted from debt repayment with the proceeds of the common stock and senior unsecured debt issuance. |
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| (d) | | Represents market value impact of outstanding warrants, and in 2009 the clawback of warrants, recorded in other income (expense). |
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| (e) | | Represents long-lived assets impairment charge, net of tax. |
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| (f) | | Adjustment to reflect the excluded impact on weighted-average shares outstanding during quarter and year in 2009 of the equivalent shares issued on September 16, 2009. |
