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SURG > SEC Filings for SURG > Form 8-K on 14-Dec-2012All Recent SEC Filings

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Form 8-K for SYNERGETICS USA INC


14-Dec-2012

Regulation FD Disclosure, Financial Statements and Exhibits


Item 7.01. Regulation FD Disclosure.

On December 13, 2012, the presentation attached hereto as Exhibit 99.1 and incorporated herein by reference was delivered to stockholders of Synergetics USA, Inc. (the "Company") following the Company's 2012 Annual Meeting of Stockholders.

Use of Non-GAAP Financial Measures

The presentation attached hereto as Exhibit 99.1 and incorporated herein by reference includes certain financial information prepared in conformity with generally accepted accounting principles ("GAAP") as well as non-GAAP financial information. The Company measures its performance primarily through its operating profit. In addition, management uses certain non-GAAP measures, such as income from continuing operations (exclusive of one-time events) and EBITDA, to measure the Company's operating performance. Definitions of these non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures are included below.

These non-GAAP measures are considered by the Company's Board of Directors and management as a basis for measuring and evaluating the Company's overall operating performance. They are presented to enhance an understanding of the Company's operating results and are not intended to represent cash flow or results of operations. The use of these non-GAAP measures provides an indication of the Company's ability to service debt and measure operating performance. Management believes these non-GAAP measures are useful in evaluating the Company's operating performance compared to other companies in its industry, and are beneficial to investors, potential investors and other key stakeholders, including creditors, who use these measures in their evaluation of performance.

These non-GAAP measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP. These measures should only be used to evaluate the Company's results of operations in conjunction with the corresponding GAAP measures.

Reconciliations of Non-GAAP Financial Measures

Fiscal Year Ends July 31
(in thousands, except share and
per share data)                      FY 2009        FY2010        FY 2011       FY 2012
Adjusted Income from Continuing
Operations
GAAP Income from Continuing
Operations                          $    1,595     $   5,767     $   5,669     $   5,968
One-Time Events(1)                          --        (2,055 )          --            --
Adjusted Income from Continuing
Operations                          $    1,595     $   3,712     $   5,669     $   5,968
Adjusted EBITDA(2)
GAAP Income from Continuing
Operations                          $    1,595     $   5,767     $   5,669     $   5,968
Interest                                   763           491           202            43
Income Taxes                               775         3,109         2,467         2,499
Depreciation                             1,052         1,002           972         1,093
Amortization                               908           879           653           601
One-Time Events                             --         3,215           (99 )          --
Adjusted EBITDA from Continuing
Operations                          $    5,093     $   8,033     $  10,062     $  10,204


(1) Income from continuing operations (exclusive of one-time events) excludes from net income $522,000 from Stryker Corporation sales and $1,533,000 from the Company's settlement with Alcon, Inc.

(2) The Company defines EBITDA as income from continuing operations before interest expense, income taxes, depreciation and amortization.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description of Exhibit
  99.1        Presentation delivered at the Synergetics USA, Inc. Annual Meeting of
              Stockholders on December 13, 2012.


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