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8-K - CURRENT REPORT - PHOTRONICS INCphotronics_8k.htm
EX-99.4 - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - PHOTRONICS INCexhibit99-4.htm
EX-99.3 - CONDENSED CONSOLIDATED BALANCE SHEETS - PHOTRONICS INCexhibit99-3.htm
EX-99.1 - PRESS RELEASE DATED DECEMBER 8, 2009 - PHOTRONICS INCexhibit99-1.htm
EX-99.2 - CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - PHOTRONICS INCexhibit99-2.htm

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.