HOUSTON, June 4, 2015 /PRNewswire/ -- Cyberonics, Inc. (NASDAQ:CYBX) today announced results for the fourth quarter and fiscal year ended April 24, 2015.

Annual highlights(1)

Operating results for fiscal 2015 compared to fiscal 2014, and other achievements to date include:


    --  Worldwide sales of $291.6 million, a constant currency increase of 6.8%
        over prior year sales, excluding the single-country order and license
        fee from prior year sales;
    --  Worldwide unit sales of 14,515, an increase of 5.5% over prior year unit
        sales, as adjusted;
    --  International unit sales reached a record 4,665 units, a 15.4% increase
        over the FY14 international unit sales adjusted for the single-country
        order;
    --  Record adjusted non-GAAP income from operations of $99.5 million, an
        increase of 15.7%;
    --  Adjusted non-GAAP income from operations margin of 34.1%;
    --  Adjusted non-GAAP income per diluted share increased by 21.4% to $2.44;
    --  Sales of AspireSR(®) generator reached 15% of all international unit
        sales in the first full year during a staged launch;
    --  U.S. Food & Drug Administration ("FDA") approval of the AspireSR
        generator;
    --  CE Mark approval, and first commercial implant, of the VITARIA(TM)
        generator, which provides Autonomic Regulation Therapy ("ART") for
        chronic heart failure;
    --  First shipments from the new international manufacturing facility in
        Costa Rica; and
    --  Share repurchases on the open market of 0.9 million shares for $49
        million.

Quarterly highlights(1)

Operating results for the fourth quarter of fiscal 2015 compared to the fourth quarter of fiscal 2014, and other achievements, include:


    --  Worldwide net sales of $74.1 million, a constant currency increase of
        5.0% over sales adjusted for the prior year to exclude the
        single-country order;
    --  U.S. net product sales of $59.4 million, an increase of 2.0% over the
        comparable quarter of the prior year;
    --  International net sales of $14.7 million, an increase of 17.5% on a
        constant currency basis over sales adjusted for the single-country
        order;
    --  Record worldwide unit sales of 3,753;
    --  Record international unit sales of 1,320 units, an 18.4% increase over
        sales adjusted for the single-country order;
    --  Adjusted non-GAAP income from operations increased by 13.1% to a record
        $26.5 million;
    --  Adjusted non-GAAP income per diluted share of $0.64 compared with
        adjusted non-GAAP income per diluted share of $0.55, an increase of
        16.4%; and
    --  Our first direct employee in Japan started in April.

Results and objectives

"For the seventh consecutive year, the Cyberonics team delivered record net sales and operating income," commented Dan Moore, Cyberonics' President and Chief Executive Officer. "We are pleased to report continuation of our consistent multi-year sales and profit growth. We achieved our two most important regulatory approvals with the recent announcement of our U.S. approval for the AspireSR generator, along with the CE Mark approval of the VITARIA(TM) generator announced earlier this year. These two products provide a solid foundation for continued growth for the company.

"With the additional opportunities arising from the pending merger with Sorin, expected to close by the end of September 2015, we plan to increase our efforts to bring these important products to patients with epilepsy and CHF. In advance of the expected closing of our proposed merger, we made several changes to senior management at the start of the 2016 fiscal year.


    --  Jason Richey, Vice President and General Manager International, has
        assumed responsibility for all U.S. commercial activity, including
        sales, marketing and reimbursement.
    --  Mark Verratti, Vice President for Worldwide Sales, will assume the
        International role from Jason, and in addition, be responsible for
        planning the international commercial integration, as well as
        international CHF commercialization.
    --  Sherrie Perkins, Vice President, New Business Development, has assumed
        the Project Manager role on the integration team.

"Both Jason and Mark will report directly to Rohan Hoare, Chief Operating Officer. Jason's experience with the launch of the AspireSR generator in Europe and EMMEA brings significant benefit to the U.S. sales team as we launch this new, technologically-advanced product in our largest market.

"Further, we are pleased to announce the addition of John Murphy, Ph.D., as Vice President, Research & Development. John has more than 19 years of relevant product design and engineering experience at large medical device companies and in a range of industries, including telecommunications and defense-related companies. In his most recent company, John's positions included Vice President, R&D, Neuromodulation; Vice President, Hardware Engineering Implantable Electrical Systems Division (IESD); and Vice President, Electrical Engineering & Power Component for IESD.

"International growth continued its strong trajectory, with adjusted revenue growth for fiscal 2015 of approximately 17% on a constant currency basis, and all regions achieving very robust sales growth. The AspireSR generator provided a significant contribution, with penetration increasing substantially as the year progressed. The AspireSR generator accounted for 17% of all international unit sales in the third quarter and grew to 23% in the fourth quarter. We are especially pleased that in U.K. and Germany, where the product was initially launched, the AspireSR generator accounted for over 50% of unit sales in the fourth quarter, and many accounts have converted all their purchases to the new generator.

"Our U.S. sales were disappointing for the year, with new-patient activity weaker than planned. We expect significant improvement in fiscal 2016 following a refocused approach under Jason Richey's leadership and are also excited that AspireSR will now be available for our sales force.

"We have also made progress with the ProGuardian(TM) product, and recently shipped the first systems to the U.K. to commence a limited market evaluation, now underway. Following an internal review of the Centro(TM) generator, we concluded that additional design improvements were warranted. As a result of the decision to redesign the product, we wrote-down some of the assets associated with the original Centro program. As evidenced in cardiac rhythm management, we continue to believe that the functionality of a wireless-enabled generator will be important addition to our future product offering.

"With the previously announced CE Mark approval to market the VITARIA System in Europe to treat patients suffering from chronic heart failure, we initiated a limited commercial launch and achieved our first commercial implant. We formed a dedicated sales team to market this new product in Europe. Our second study, ANTHEM-HFpEF, focused on heart failure patients with preserved ejection fraction, is also progressing," concluded Mr. Moore.

Stock Repurchase Update

Cyberonics purchased 875,000 shares for $49 million on the open market in fiscal 2015. This program was suspended after the announcement of our proposed merger with Sorin S.p.A. on February 26, 2015.

Fiscal 2016 guidance

We are not providing revenue or operating income guidance for fiscal year 2016 as a result of potential disclosure obligations imposed by the UK Listing Authority, arising from our proposed merger with Sorin S.p.A., as well as a planned change in our fiscal year end following the closing of the proposed merger. With the launch of the VITARIA generator in Europe and the launch of the AspireSR generator in the U.S. market, we have confidence that, on a constant currency basis, sales growth rates will be higher in fiscal 2016 than in the recently completed fiscal year and more in line with our historical averages.

Use of non-GAAP financial measures

In this press announcement, management has disclosed financial measurements that present financial information not in accordance with Generally Accepted Accounting Principles (GAAP). These measurements are not a substitute for GAAP measurements, although company management uses these measurements as aids in monitoring the company's ongoing financial performance from quarter to quarter and year to year on a regular basis and for benchmarking against other medical technology companies. Adjusted non-GAAP net sales, adjusted non-GAAP income from operations, adjusted non-GAAP net income and adjusted non-GAAP income per diluted share measure the net sales, income from operations, net income and income per diluted share, respectively, of the company, excluding unusual items. Management uses and presents these measures because management believes that such adjustments facilitate an understanding of the financial impact of unusual items on the company's short- and long-term financial trends. Management also uses adjusted non-GAAP items to forecast and to evaluate the operational performance of the company, as well as to compare results of current periods to prior periods on a consistent basis. Adjusted earnings before interest, tax, depreciation and amortization (EBITDA) measures the adjusted non-GAAP income from operations of the company and excludes the aforementioned items, as well as non-cash equity compensation and other income (expense) items.

Non-GAAP financial measures used by the company may be calculated differently from, and therefore may not be comparable to, similarly-titled measures used by other companies. Investors should consider non-GAAP measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP.

Please refer to the attached reconciliations between GAAP and non-GAAP financial measures.

Fourth-Quarter Results Webcast and Conference Call Instructions

Cyberonics will host a conference call today, June 4, 2015, beginning at 8:00 a.m. Central Time (9:00 a.m. Eastern Time) to review its results of operations for the fiscal year 2015 fourth quarter, and annual results, followed by a question and answer session.

The conference call will be available to interested parties through a live audio webcast in the Investor Relations section of Cyberonics' corporate website at http://www.cyberonics.com. To listen to the conference call live by telephone, dial 877-638-4557 (if dialing from within the U.S.) or 914-495-8522 (if dialing from outside the U.S.). The conference ID is 32810065.

Within 24 hours of the webcast, a replay will be available under the "Events & Presentations" section of the Investor Relations portion of the Cyberonics website, where it will be archived and accessible for approximately 12 months.

About Cyberonics, Inc. and the VNS Therapy(®) System

Cyberonics, Inc. is a medical device company with core expertise in neuromodulation. The company developed and markets the VNS Therapy System, which is FDA-approved for the treatment of medically refractory epilepsy and treatment-resistant depression. The VNS Therapy System uses an implanted medical device that delivers pulsed electrical signals to the vagus nerve. Cyberonics offers the VNS Therapy System in selected markets worldwide. Cyberonics also has CE Mark for the VITARIA System, which provides autonomic regulation therapy for the treatment of chronic heart failure.

Additional information on Cyberonics and the VNS Therapy System is available at www.cyberonics.com.

Important Information for Investors and Shareholders

This press release is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed merger transactions involving Cyberonics Inc. ("Cyberonics"), Sand Holdco PLC ("NewCo") and Sorin S.p.A. ("Sorin") or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction. This communication does not represent an investment solicitation in Italy, pursuant to Section 1, letter (t) of Legislative Decree no. 58 of February 24, 1998, as amended.

("NewCo") has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4, which includes a preliminary proxy statement of Cyberonicsthat also constitutes a preliminary prospectus of NewCo (the "proxy statement/prospectus"). A definitive proxy statement/prospectus will be delivered as required by applicable law after the registration statement on Form S-4 is declared effective by the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SORIN S.P.A. ("Sorin Group"), CYBERONICS, NEWCO, THE PROPOSED MERGER TRANSACTIONS INVOLVING CYBERONICS, SORIN AND NEWCO AND RELATED MATTERS.

Investors and shareholders will be able to obtain free copies of the definitive proxy statement/prospectus (once it becomes available) and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the definitive proxy statement/prospectus and other documents filed with the SEC on Cyberonics' website at www.cyberonics.com within the "Investor Relations" section or by contacting Cyberonics' Investor Relations (for documents to be made available to Cyberonics' shareholders).

The release, publication or distribution of this press release in certain jurisdictions may be restricted by law, and therefore persons in such jurisdictions into which this press release is released, published or distributed should inform themselves about and observe such restrictions.

Participants in the Distribution

Sorin, Cyberonics and NewCo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Cyberonics with respect to the proposed transactions contemplated by the preliminary proxy statement/prospectus. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of proxies from the shareholders of Cyberonics in connection with the proposed transactions, including a description of their direct or indirect interests, on account of security holdings or otherwise, will be set forth in the definitive proxy statement/prospectus filed with the SEC. Information regarding Cyberonics's directors and executive officers is contained in Cyberonics's Annual Report on Form 10-K for the year ended on April 25, 2014 and its Proxy Statement on Schedule 14A, dated July 30, 2014, which are filed with the SEC and can be obtained free of charge from the sources indicated above.

Safe harbor statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the use of forward-looking terminology, including "may," "believe," "will," "expect," "anticipate," "estimate," "plan," "intend," "forecast," or other similar words. Statements contained in this press release are based on information presently available to us and assumptions that we believe to be reasonable. We are not assuming any duty to update this information if those facts change or if we no longer believe the assumptions to be reasonable. Investors are cautioned that all such statements involve risks and uncertainties, including without limitation, statements concerning growing the company and increasing our epilepsy and heart failure market penetration and sales growth, achieving a successful commercial launch our ProGuardian system, successfully re-designing the Centro generator, conducting and completing the ANTHEM-HFpEF clinical study, and closing our proposed transactions with Sorin. Our actual results may differ materially. Important factors that may cause actual results to differ include, but are not limited to: continued market acceptance of the VNS Therapy System and sales of our products; the development and satisfactory completion of clinical studies; the achievement of regulatory approval for new products, including use of the VNS Therapy System for the treatment of other indications; satisfactory completion of the post-market registry required by the U.S. Food and Drug Administration as a condition of approval for the treatment-resistant depression indication; adverse changes in coverage or reimbursement amounts by the Centers for Medicare & Medicaid Services, state Medicaid agencies and private insurers; the presence or absence of intellectual property protection and potential patent infringement claims; maintaining compliance with government regulations; product liability claims and potential litigation; reliance on single suppliers and manufacturers for certain components; the accuracy of management's estimates of future expenses and sales; the potential identification of material weaknesses in our internal controls over financial reporting; and other risks detailed from time to time in our filings with the Securities and Exchange Commission (SEC); and factors relating to our proposed transactions with Sorin, including: the failure to obtain applicable regulatory or shareholder approvals in a timely manner or otherwise, or the requirement to accept conditions that could reduce the anticipated benefits of the proposed transactions as a condition to obtaining regulatory approvals; the failure to satisfy other closing conditions to the proposed transactions; the length of time necessary to consummate the proposed transactions, which may be longer than anticipated for various reasons; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected; the inability of Cyberonics and Sorin to meet expectations regarding the timing, completion and accounting and tax treatments with respect to the proposed transactions; risks relating to unanticipated costs of integration, including operating costs, customer loss or business disruption being greater than expected; reductions in customer spending, a slowdown in customer payments and changes in customer demand for products and services; unanticipated changes relating to competitive factors in the industries in which the companies operate; the ability to hire and retain key personnel; the potential impact of announcement or consummation of the proposed transactions on relationships with third parties, including customers, employees and competitors; the ability to attract new customers and retain existing customers in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their customers; conditions in the credit markets; risks to the industries in which Cyberonics and Sorin operate that are described in the "Risk Factors" section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by Cyberonics and NewCo and the analogous section from Sorin's annual reports and other documents filed from time to time with the Italian financial market regulator (CONSOB) by Sorin; risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings; the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls; and the potential of international unrest, economic downturn or effects of currencies, tax assessments, tax adjustments, anticipated tax rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs. The foregoing list of factors is not exhaustive. For a detailed discussion of these and other cautionary statements, please refer to our most recent filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended April 25, 2014, and our Quarterly Reports on Form 10-Q for the fiscal quarters ended July 25, 2014, October 24, 2014 and January 23, 2015.

(1) The financial and operating results for the thirteen weeks, and fifty-two weeks, ended April 24, 2015 and April 25, 2014 include and exclude certain items for the purposes of non-GAAP comparisons. As discussed below under "Use of Non-GAAP Financial Measures," in this release, the company refers to and makes comparisons with certain non-GAAP financial measures including adjusted non-GAAP net sales, adjusted non-GAAP income from operations, adjusted non-GAAP net income and adjusted non-GAAP income per diluted share, and adjusted EBITDA. Investors should consider non-GAAP measures in addition to, and not as a substitute for or superior to, financial performance measures prepared in accordance with GAAP. Please refer to the attached non-GAAP reconciliation. Numbers may be affected by rounding.

Contact information

Greg Browne, CFO
Cyberonics, Inc.
100 Cyberonics Blvd.
Houston, TX 77058
Main: (281) 228-7262
Fax: (281) 218-9332
ir@cyberonics.com




                                                                                                                           CYBERONICS, INC. AND SUBSIDIARIES

                                                                                                                           CONSOLIDATED STATEMENTS OF INCOME

                                                                                                                                      (Unaudited)


                                                   For the Thirteen Weeks Ended                    For the Fifty-Two Weeks Ended
                                                   ----------------------------                    -----------------------------

                                          April 24, 2015                                   April 25, 2014                            April 24, 2015            April 25, 2014
                                          --------------                                   --------------                            --------------            --------------


    Net sales                                                                  $74,071,606                                                         $74,849,270                $291,557,998 $282,014,160

    Cost of sales                                                                7,594,738                                                           7,424,605                  27,310,869   27,354,891
                                                                                 ---------                                                           ---------                  ----------   ----------

    Gross profit                                                                66,476,868                                                          67,424,665                 264,247,129  254,659,269
                                                                                ----------                                                          ----------                 -----------  -----------

    Operating expenses:

    Selling, general and administrative                                         30,414,581                                                          32,274,361                 123,618,907  120,641,897

    Research and development                                                    11,374,483                                                          11,732,284                  43,284,432   46,562,775

    Sorin merger expenses                                                        7,967,445                                                                   -                  8,692,072            -

    Litigation settlement                                                                -                                                                  -                          -   7,442,847
                                                                                       ---                                                                ---                        ---   ---------

    Total operating expenses                                                    49,756,509                                                          44,006,645                 175,595,411  174,647,519
                                                                                ----------                                                          ----------                 -----------  -----------

    Income from operations                                                      16,720,359                                                          23,418,020                  88,651,718   80,011,750


    Other income (expense), net                                                    143,301                                                            (54,668)                    642,359    (133,054)
                                                                                   -------                                                             -------                     -------     --------


    Income before income taxes                                                  16,863,660                                                          23,363,352                  89,294,077   79,878,696

    Income tax expense                                                           6,349,598                                                           4,935,346                  31,446,543   24,988,439
                                                                                 ---------                                                           ---------                  ----------   ----------


    Net income                                                                 $10,514,062                                                         $18,428,006                 $57,847,534  $54,890,257
                                                                               ===========                                                         ===========                 ===========  ===========


    Basic income per share                                                           $0.40                                                               $0.69                       $2.19        $2.02

    Diluted income per share                                                         $0.40                                                               $0.68                       $2.17        $2.00
                                                                                     =====                                                               =====                       =====        =====


    Shares used in computing basic income
     per share                                                                  26,024,071                                                          26,818,166                  26,391,064   27,142,597

    Shares used in computing diluted
     income per share                                                           26,268,665                                                          27,116,411                  26,625,721   27,466,474
                                                                                ==========                                                          ==========                  ==========   ==========




                                                  CYBERONICS, INC. AND SUBSIDIARIES

                                                CONDENSED CONSOLIDATED BALANCE SHEETS

                                                 (Unaudited except where indicated)


                                                            April 24, 2015                 April 25, 2014
                                                            --------------                 --------------

                                                                                                   (Audited)

                                                               ASSETS


    Current Assets

    Cash and cash equivalents                                                 $124,187,094                   $103,299,116

    Short-term investments                                                      27,019,597                     25,028,957

    Accounts receivable, net                                                    50,569,375                     50,674,041

    Inventories                                                                 23,963,303                     17,630,111

    Deferred tax assets                                                          7,198,727                     17,208,365

    Other current assets                                                         7,782,875                      6,590,612
                                                                                 ---------                      ---------

    Total Current Assets                                                       240,720,971                    220,431,202

    Property, plant and equipment, net                                          40,286,676                     39,534,873

    Intangible assets, net                                                      10,168,239                     11,654,690

    Long-term investments                                                       17,126,927                     15,944,427

    Deferred tax assets                                                          6,077,853                      5,770,644

    Other assets                                                                 1,563,529                        855,558
                                                                                 ---------                        -------

    Total Assets                                                              $315,944,195                   $294,191,394
                                                                              ============                   ============



                                                LIABILITIES AND STOCKHOLDERS' EQUITY


    Current Liabilities

    Accounts payables and accrued
     liabilities                                                               $31,449,176                    $29,897,697
                                                                               -----------                    -----------

    Total Current Liabilities                                                   31,449,176                     29,897,697

    Long-term Liabilities                                                        7,921,288                      5,193,853
                                                                                 ---------                      ---------

    Total Liabilities                                                           39,370,464                     35,091,550

    Total Stockholders' Equity                                                 276,573,731                    259,099,844
                                                                               -----------                    -----------

                  Total Liabilities and Stockholders'
                   Equity                                                     $315,944,195                   $294,191,394
                                                                              ============                   ============


                                                            CYBERONICS, INC. AND SUBSIDIARIES

                                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                       (Unaudited)


                                                        For the Fifty-Two Weeks Ended
                                                        -----------------------------

                                                                      April 24, 2015                 April 25, 2014
                                                                      --------------                 --------------


    Cash Flow From Operating Activities:

    Net income                                                                    $57,847,534                     $54,890,257

    Non-cash items included in net income:

    Depreciation                                                                    5,768,119                       4,288,184

    Amortization                                                                    1,486,450                       1,314,309

    Stock-based compensation                                                       11,939,894                      11,239,987

    Deferred income tax                                                             9,399,511                     (5,200,888)

    Deferred license revenue amortization                                                   -                    (1,467,869)


    Unrealized loss (gain) in foreign currency
     transactions and other                                                         (433,894)                         72,287

    Changes in operating assets and liabilities:

    Accounts receivable, net                                                      (2,654,488)                   (10,656,327)

    Inventories                                                                   (7,113,182)                        254,190

    Other current and non-current assets                                          (2,111,958)                    (2,626,110)

    Current and non-current liabilities                                             5,547,130                       2,087,796
                                                                                    ---------                       ---------

    Net cash provided by operating activities                                      79,675,116                      54,195,816
                                                                                   ----------                      ----------

    Cash Flow From Investing Activities:

    Purchase of short-term investments                                           (31,984,889)                   (39,984,639)

    Maturities of short-term investments                                           30,088,978                      29,990,389

    Purchases of property, plant and equipment                                    (6,686,589)                   (15,222,440)

    Intangible asset purchases                                                              -                    (3,839,000)

    Investment in equity securities                                               (1,182,500)                    (5,356,225)
                                                                                   ----------                      ----------

    Net cash used in investing activities                                         (9,765,000)                   (34,411,915)

    Cash Flow From Financing Activities:

    Purchase of treasury stock                                                   (55,015,419)                   (72,358,863)

    Proceeds from exercise of options for common
     stock                                                                          3,184,093                       9,737,212

    Cash settlement of compensation-based stock
     units                                                                        (1,170,612)                    (1,323,369)

    Realized excess tax benefits - stock-based
     compensation                                                                   4,746,377                      26,678,199
                                                                                    ---------                      ----------

    Net cash used in financing activities                                        (48,255,561)                   (37,266,821)

    Effect of exchange rate changes on cash and cash
     equivalents                                                                    (766,577)                         73,464
                                                                                     --------                          ------

    Net increase (decrease) in cash and cash
     equivalents                                                                   20,887,978                    (17,409,456)

    Cash and cash equivalents at beginning of period                              103,299,116                     120,708,572
                                                                                  -----------                     -----------

    Cash and cash equivalents at end of period                                   $124,187,094                    $103,299,116
                                                                                 ============                    ============


                                                                                              RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES

                                                                                                                      (Unaudited)


    The following tables set forth the reconciliation between U.S. GAAP and our non-GAAP financial measures for net sales, income from operations, net income and diluted income per share (unaudited):


                                                   For the Thirteen Weeks Ended                        For the Fifty-Two Weeks Ended
                                                   ----------------------------                        -----------------------------



                                          April 24, 2015                     April 25, 2014                        April 24, 2015                                            April 25, 2014
                                          --------------                     --------------                        --------------                                            --------------

                                                                                                      
    $                                                                                 
    $
    Net sales                                                  $74,071,606                                                     74,849,270                                                        291,557,998      $282,014,160

    Single country
     order                                                               -                                                   (2,646,000)                                                                 -      (4,746,000)

    License fee income                                                   -                                                             -                                                                 -      (1,467,869)
                                                                       ---                                                           ---                                                               ---       ----------
                                                                                                      
    $                                                                                                     
    $
    Adjusted non-GAAP
     net sales                                                 $74,071,606                                                     72,203,270                                                       $291,557,998       275,800,291
                                                               ===========                                                     ==========                                                       ============       ===========

                                                                                                      
    $                                                                                                     
    $
    Income from
     operations(1)                                             $16,720,359                                                     23,418,020                                                        $88,651,718        80,011,750

    Asset
     impairments(2)                                              1,807,096                                                              -                                                         2,130,305                 -

    Merger expenses(3)                                           7,967,445                                                              -                                                         8,692,072                 -

    Litigation
     settlement                                                          -                                                             -                                                                 -        7,442,847

    License fee income                                                   -                                                             -                                                                 -      (1,467,869)
                                                                       ---                                                           ---                                                               ---       ----------
                                                                                                      
    $                                                                                                     
    $
    Adjusted non-GAAP
     income from
     operations                                                $26,494,900                                                     23,418,020                                                        $99,474,095        85,986,728
                                                               ===========                                                     ==========                                                        ===========        ==========


    Net income(4)                                              $10,514,062                                                    $18,428,006                                                        $57,847,534       $54,890,257

    R&D tax credit
     adjustments                                                   336,265                                                              -                                                       (1,301,733)                -

    Tax adjustments(5)                                                   -                                                   (3,533,675)                                                         1,296,452       (3,533,675)

    Asset impairments                                            1,126,724                                                              -                                                         1,380,012                 -

    Merger expenses                                              4,967,702                                                              -                                                         5,630,724                 -

    Litigation
     settlement                                                          -                                                             -                                                                 -        4,776,075

    License fee income                                                   -                                                             -                                                                 -        (920,869)
                                                                       ---                                                           ---                                                               ---         --------

    Adjusted non-GAAP
     net income                                                $16,944,753                                                    $14,894,331                                                        $64,852,989       $55,211,788
                                                               ===========                                                    ===========                                                        ===========       ===========


    Diluted income per
     share(6)                                                        $0.40                                                          $0.68                                                              $2.17             $2.00

    R&D tax credit
     adjustments                                                      0.01                                                              -                                                            (0.05)                -

    Tax adjustments                                                      -                                                        (0.13)                                                              0.05            (0.13)

    Asset impairments                                                 0.04                                                              -                                                              0.06                 -

    Merger expenses                                                   0.19                                                              -                                                              0.21                 -

    Litigation
     settlement                                                          -                                                             -                                                                 -             0.17

    License fee income                                                   -                                                             -                                                                 -           (0.03)
                                                                       ---                                                           ---                                                               ---            -----

    Adjusted non-GAAP
     diluted income per
     share(7)                                                        $0.64                                                          $0.55                                                              $2.44             $2.01
                                                                     =====                                                          =====                                                              =====             =====



                   Adjustments
                    to income
                    from
                    operations
                    are before
                    tax, when
            (1)    applicable.

            (2)    We fully
                    impaired
                    assets
                    associated
                    with R&D
                    projects
                    that no
                    longer
                    factored
                    into our
                    product
                    plans.  We
                    impaired
                    PP&E,
                    intangibles
                    and
                    inventory.

            (3)    Merger
                    expenses
                    directly
                    related to
                    the
                    proposed
                    merger with
                    Sorin.

            (4)    Adjustments
                    to net
                    income are
                    after tax,
                    when
                    applicable.

            (5)    Other tax
                    adjustments
                    include the
                    discrete
                    tax expense
                    associated
                    with a
                    change of
                    international
                    structure,
                    a tax
                    expense for
                    a reserve
                    for prior
                    year
                    international
                    tax
                    liabilities,
                    offset by a
                    tax benefit
                    from a
                    release of
                    valuation
                    allowance
                    for our
                    Belgium net
                    operating
                    losses.

            (6)    Adjustments
                    to diluted
                    income per
                    share are
                    after tax,
                    where
                    applicable.

            (7)    Numbers may
                    be affected
                    by
                    rounding.

The following table sets forth the reconciliation between adjusted non-GAAP net income and our non-GAAP financial measure for adjusted EBITDA (unaudited):



                                 For the Thirteen Weeks Ended                  For the Fifty-Two Weeks Ended
                                 ----------------------------                  -----------------------------

                        April 24, 2015                                   April 25, 2014                      April 24, 2015         April 25, 2014
                        --------------                                   --------------                      --------------         --------------


    Non-GAAP net income                                      $16,944,753                                                $14,894,331                 $64,852,989  $55,211,788

    Interest (income),
     net                                                        (31,084)                                                  (34,200)                  (162,888)   (162,218)

    Other (income)
     expense, net                                              (112,217)                                                    88,868                   (479,471)     295,272

    Depreciation and
     amortization                                              2,781,548                                                  1,452,739                   7,254,569    5,602,493

    Stock-based
     compensation                                              2,493,357                                                  2,847,544                  11,939,894   11,239,987

    Income tax
     expense-with
     impact of non-
     GAAP items                                                9,693,448                                                  8,469,021                  35,263,465   30,641,886
                                                               ---------                                                  ---------                  ----------   ----------

    Adjusted EBITDA                                          $31,769,805                                                $27,718,303                $118,668,558 $102,829,208
                                                             ===========                                                ===========                ============ ============

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/cyberonics-reports-quarter-and-annual-results-300093849.html

SOURCE Cyberonics, Inc.