Photronics (PLAB) 8-K Photronics Reports Strong Second Quarter FISCAL2012RESULTS

PHOTRONICS, INC. AND SUBSIDIARIES
Reconciliation of GAAP to non-GAAP Financial Information
(in thousands)
(Unaudited)

		Three Months Ended					Six Months Ended
		April 29,		May 1,			April 29,			May 1,
		2012		2011			2012			2011
Reconciliation of GAAP to Non-GAAP Net Income (Loss)
Attributable to Photronics, Inc.
GAAP net income (loss) attributable to Photronics, Inc.		$	8,818	$	(16,438	)	$	13,086		$	(4,327	)
(a)	Debt extinguishment loss and net interest impact,		-		30,513			-			30,513
	net of tax
(b)	Consolidation and restructuring charges, net of tax		58		-			1,176			-
(c)	Impact of warrants, net of tax		-		745			(94	)		820
Non-GAAP net income attributable to Photronics, Inc.		$	8,876	$	14,820		$	14,168		$	27,006
Reconciliation of GAAP to Non-GAAP Net Income (Loss)
Applicable to Common Shareholders
Weighted average number of diluted shares outstanding
	GAAP		76,590		55,685			76,472			54,751
(d)	Non-GAAP		76,590		67,047			76,435			66,634
Net income (loss) per diluted share
	GAAP	$	0.14	$	(0.30	)	$	0.21		$	(0.08	)
	Non-GAAP	$	0.14	$	0.24		$	0.23		$	0.44

(a)	Represents 2011 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)	Represents consolidation and restructuring charges primarily related to restructuring in Singapore.
(c)	Represents financing expenses related to warrants, which are recorded in other income (expense).
(d)	Excludes the 2011 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.