Photronics (PLAB) 8-K Photronics Reports Fourth Quarter and Fiscal Year 2012 Results

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 28,		October 30,			October 28,			October 30,
	2012		2011			2012			2011
Reconciliation of GAAP to Non-GAAP Net Income
Attributable to Photronics, Inc.
GAAP net income attributable to Photronics, Inc.	$	3,833	$	9,291		$	27,868		$	16,229
(a) Consolidation and restructuring charges, net of tax		246		-			1,428			-
(b) Impact of warrants, net of tax		-		(175	)		(94	)		424
(c) Debt extinguishment loss and net interest impact,
net of tax		-		-			-			35,486
Non-GAAP net income attributable to Photronics, Inc.	$	4,079	$	9,116		$	29,202		$	52,139
Reconciliation of GAAP to Non-GAAP Net Income
Applicable to Common Shareholders
Weighted average number of diluted shares outstanding
GAAP		61,052		76,259			76,464			58,458
Non-GAAP		61,052		76,082			76,445			71,940
Net income per diluted share
GAAP	$	0.06	$	0.14		$	0.44		$	0.28
Non-GAAP	$	0.07	$	0.14		$	0.46		$	0.80

(a)	Represents consolidation and restructuring charges primarily related to restructuring in Singapore
(b)	Represents financing expenses related to warrants, which are recorded in other expense, net.
(c)	Represents extinguishment charges during the year ended October 30, 2011 related to the repurchase of $35.4 million of the Company's 5.50% convertible senior notes due in October 2014, and net interest impact on convertible transactions.