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Synergetics USA 8-K 2012
form8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (date of earliest event reported):  December 13, 2012
 
SYNERGETICS USA, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-10382
20-5715943
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
3845 Corporate Centre Drive
   
O’Fallon, Missouri
 
63368
(Address of principal executive offices)
 
(Zip Code)
 
(636) 939-5100
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
o
Written communications pursuant to Rule 425 under the Securities Act.
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.



 
 

 
 
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
 
Presentation delivered at the Synergetics USA, Inc. Annual Meeting of Stockholders on December 13, 2012.
 
 
2

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:           December 13, 2012

 
SYNERGETICS USA, INC.
(Registrant)
       
 
By:
 
/s/ Pamela G. Boone
 
Name:
 
Pamela G. Boone
 
Title:
 
EVP and Chief Financial Officer
 
3

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