Photronics (PLAB) 8-K Photronics Reports Record Revenues In Second Quarter of Fiscal 2011

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.