0001681622false1678 S. Pioneer RoadSalt Lake CityUtah8410400016816222025-02-062025-02-06

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): February 6, 2025
  ___________________________________
VAREX IMAGING CORPORATION
(Exact name of registrant as specified in its charter)
 ___________________________________
Delaware
001-37860
81-3434516
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
1678 S. Pioneer Road, Salt Lake City, Utah
84104
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (801) 972-5000
Not Applicable
(Former name or former address, if changed since last report)
 ___________________________________
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 (see General Instruction A.2. below): 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockVREXThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b - 2 of the Securities Exchange Act of 1934. Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02Results of Operations and Financial Condition

    On February 6, 2025, Varex Imaging Corporation (the “Company”) issued a press release announcing its preliminary results of operations for the three months ended January 3, 2025 entitled: “Varex Announces Financial Results for First Quarter Fiscal Year 2025.” A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference into this item.

    This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits
    (d)     Exhibits

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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.

VAREX IMAGING CORPORATION
Dated: February 6, 2025
By:/s/ Kimberley E. Honeysett
Kimberley E. Honeysett
Chief Legal Officer, General Counsel, and Corporate Secretary


Exhibit 99.1
image0a26.jpg    

VAREX ANNOUNCES FINANCIAL RESULTS FOR
FIRST QUARTER FISCAL YEAR 2025

SALT LAKE CITY, February 6, 2025 – Varex Imaging Corporation (Nasdaq: VREX) today announced its unaudited financial results for the first quarter of fiscal year 2025.

1QFY25 Summary
•Revenues of $200 million
•GAAP gross margin 34% | Non-GAAP gross margin* 35%
•GAAP operating margin 6% | Non-GAAP operating margin* 7%
•GAAP net loss $0.01 per diluted share | Non-GAAP net earnings* $0.07 per diluted share
•Cash flow from operations was $10 million

Sunny Sanyal, Chief Executive Officer, stated, "Demand in the first quarter was solid, with both Medical and Industrial revenue up year-over-year. Favorable sales mix and productivity gains across both segments resulted in higher than expected profitability and earnings per share." Sanyal added, "We expect to see continued solid demand across both segments in the second quarter of fiscal 2025."

Varex’s revenue of $200 million was up 5% year-over-year. Medical segment revenue of $145 million was up 3% year-over-year. Industrial segment revenue of $55 million was up 10% year-over-year. Non-GAAP gross margin was 35% in the quarter compared to 31% in the first quarter of fiscal year 2024 and non-GAAP EPS increased to $0.07 in the quarter from $0.06 in the first quarter of fiscal year 2024.

Balance Sheet & Cash Flow
Cash flow from operations was $10 million in the first quarter of fiscal year 2025. Cash, cash equivalents, and marketable securities, was $219 million at the end of the first quarter of fiscal year 2025 compared to $213 million at the end of fiscal year 2024.

Outlook
Our guidance for the second quarter of fiscal year 2025 is as follows:

•Revenues are expected to be between $200 million and $215 million
•Non-GAAP net earnings per diluted share is expected to be between $0.05 and $0.20

Guidance for the company's net earnings per diluted share is provided on a non-GAAP basis only. This non-GAAP financial measure is forward-looking, and the company is unable to provide a meaningful or accurate reconciliation to a GAAP forecast of net earnings per diluted share without unreasonable effort due to certain of these reconciling items being uncertain, out of our control, and the amount and timing of these items being unable to be reasonably predicted. The actual amounts of such reconciling items could have a significant impact on the company's GAAP net income (loss) per diluted share.

Non-GAAP Financial Measures
*Please refer to "Reconciliation between GAAP and non-GAAP Financial Measures" below for a reconciliation of non-GAAP items to the comparable GAAP measures.

    


Conference Call Information
Varex will conduct its earnings conference call for the first quarter of fiscal year 2025 today at 3:00 p.m. Mountain Time. The conference call, including a supplemental slide presentation, will be webcast live and can be accessed at Varex’s website at www.vareximaging.com/investor-relations. Access will also be available by dialing 877-524-8416 from anywhere in the U.S. or by dialing 412-902-1028 from non-U.S. locations. The webcast and supplemental slide presentation will be archived on Varex’s website at www.vareximaging.com/financial-reports. A replay of the call will be available from today through February 20th at 877-660-6853 from anywhere in the U.S. or 201-612-7415 from non-U.S. locations. The replay access code is 13751211. The listen-only webcast link is: https://event.choruscall.com/mediaframe/webcast.html?webcastid=8hRSur2G

About Varex
Varex Imaging Corporation is a leading innovator, designer, and manufacturer of X-ray imaging components, which include X-ray tubes, digital detectors, and other image processing solutions that are key components of X-ray imaging systems, as well as X-ray imaging systems for industrial applications. With a 70+ year history of successful innovation, Varex’s products are used in medical imaging as well as in industrial and security imaging applications. Global OEM manufacturers incorporate the company’s X-ray sources, digital detectors, connecting devices, and imaging software in their systems to detect, diagnose, protect, and inspect. Headquartered in Salt Lake City, Utah, Varex employs approximately 2,300 people located in North America, Europe, and Asia. For more information visit vareximaging.com.

Forward Looking Statements
This news release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements concerning unaudited financial results; earnings guidance; industry or business outlook; product demand; expected future financial results or performance; and any statements using the terms “believe,” “expect,” “anticipate,” “can,” “should,” “will,” “could,” “estimate,” “may,” “intend,” “potential,” and “possible” or similar statements are forward-looking statements that involve risks and uncertainties that could cause Varex’s actual results and the outcome and timing of certain events to differ materially from those anticipated. While forward-looking statements are based on assumptions and analyses made by Varex that it believes to be reasonable under the circumstances, whether actual results and developments will meet such expectations depends on a number of risks and uncertainties which could cause actual results, performance, and financial condition to differ materially from such expectations. Such risks and uncertainties include reduction in or loss of business of one or more of our limited OEM customers; loss of business to, and an inability to effectively compete with competitors; market erosion or loss of customers due to pricing pressures and other factors; failure to meet customers’ needs and demands; economic instability, shifting political environments, changing tax treatment, reactionary import/export regulatory, tariff, and trade policy regimes, and other risks associated with doing business internationally; supply chain disruptions; inability to maintain or defend intellectual property rights, and the high cost of protecting such rights and defending against infringement claims; disruption of critical information systems or material security breaches of such systems; non-compliance with product-related regulations and delays in obtaining regulatory clearances or approvals; limitations imposed by operating and financial restrictions of our debt financing agreements; and the other risks listed from time to time in our filings with the U.S. Securities and Exchange Commission, which by this reference are incorporated herein. Any forward-looking statement made in this news release speak only as of the date on which it is made. Factors or events that could cause Varex’s actual results to differ may emerge from time to time, and it is not possible to predict all of them. Varex assumes no obligation to update or revise the forward-looking statements in this release because of new information, future events, or otherwise.

Varex has not filed its Form 10-Q for the first quarter of fiscal year 2025. All financial results described here should be considered preliminary and are subject to change to reflect any necessary adjustments or changes in accounting estimates that are identified prior to the time Varex files its Form 10-Q.
    


# # #

For Information Contact:
Christopher Belfiore
Director of Investor Relations
Varex Imaging Corporation
801.973.1566 | investors@vareximaging.com
    


VAREX IMAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
(In millions, except for per share amounts)January 3, 2025December 29, 2023
Revenues, net
Medical$144.6 $139.9 
Industrial55.2 50.1 
Total revenues199.8 190.0 
Gross profit
Medical49.5 38.9 
Industrial19.0 18.2 
Total gross profit68.5 57.1 
Operating expenses:
Research and development23.5 20.5 
Selling, general, and administrative33.8 32.4 
Total operating expenses57.3 52.9 
Operating income11.2 4.2 
Interest income2.1 1.9 
Interest expense(8.0)(7.3)
Other (expense) income, net(2.8)0.6 
Interest and other expense, net(8.7)(4.8)
Income (loss) before taxes2.5 (0.6)
Income tax expense (benefit)2.6 (0.2)
Net loss(0.1)(0.4)
Less: Net income attributable to noncontrolling interests0.2 0.1 
Net loss attributable to Varex$(0.3)$(0.5)
Net loss per common share attributable to Varex
Basic$(0.01)$(0.01)
Diluted$(0.01)$(0.01)
Weighted average common shares outstanding
Basic41.1 40.6 
Diluted41.1 40.6 

    


VAREX IMAGING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except share and per share amounts)
January 3, 2025September 27, 2024
Assets
Current assets:
Cash and cash equivalents$176.0 $168.7 
Marketable securities36.6 31.8 
Accounts receivable, net of allowance for credit losses of $1.0 million and $1.0 million at January 3, 2025 and September 27, 2024, respectively
138.1 157.7 
Inventories, net279.9 264.8 
Prepaid expenses and other current assets
26.3 26.9 
Total current assets656.9 649.9 
Property, plant, and equipment, net151.1 153.4 
Goodwill287.2 291.0 
Intangible assets, net14.2 16.1 
Investments in privately-held companies25.2 26.8 
Deferred tax assets3.1 4.7 
Operating lease assets27.1 28.3 
Restricted cash125.8 1.7 
Other assets41.6 45.1 
Total assets$1,332.2 $1,217.0 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable
$65.6 $59.1 
Accrued liabilities and other current liabilities
70.4 78.6 
Current operating lease liabilities
3.7 4.0 
Current maturities of long-term debt, net1.4 46.3 
Deferred revenues
9.4 7.9 
Total current liabilities150.5 195.9 
Long-term debt, net565.6 397.1 
Deferred tax liabilities— 1.4 
Operating lease liabilities21.4 23.0 
Other long-term liabilities40.5 50.4 
Total liabilities778.0 667.8 
Stockholders' equity:
Preferred stock, $0.01 par value: 20,000,000 shares authorized, none issued— — 
Common stock, $0.01 par value: 150,000,000 shares authorized
Shares issued and outstanding: 41,231,000 and 41,094,179 at January 3, 2025 and September 27, 2024, respectively.0.4 0.4 
Additional paid-in capital470.0 467.2 
Accumulated other comprehensive loss(0.3)(2.9)
Retained earnings70.1 70.4 
Total Varex stockholders' equity540.2 535.1 
Noncontrolling interests14.0 14.1 
Total stockholders' equity554.2 549.2 
Total liabilities and stockholders' equity$1,332.2 $1,217.0 
    


VAREX IMAGING CORPORATION
RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES
(Unaudited)
Three Months Ended
(In millions, except per share amounts)January 3, 2025December 29, 2023
GROSS PROFIT RECONCILIATION
Revenues, net$199.8 $190.0 
Gross profit68.5 57.1 
Amortization of intangible assets 0.5 1.8 
Non-GAAP gross profit$69.0 $58.9 
Gross margin %34.3 %30.1 %
Non-GAAP gross margin % 34.5 %31.0 %
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE RECONCILIATION
Selling, general, and administrative$33.8 $32.4 
Amortization of intangible assets0.4 1.8 
Restructuring charges0.7 0.1 
Other non-operational costs1.6 1.9 
Non-GAAP selling, general, and administrative expense$31.1 $28.6 
OPERATING EXPENSE RECONCILIATION
Total operating expenses$57.3 $52.9 
Amortization of intangible assets0.4 1.8 
Restructuring charges0.7 0.1 
Other non-operational costs1.6 1.9 
Non-GAAP operating expense$54.6 $49.1 
    


VAREX IMAGING CORPORATION
RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES
(Unaudited)
Three Months Ended
(In millions, except per share amounts)January 3, 2025December 29, 2023
OPERATING INCOME RECONCILIATION
Operating income$11.2 $4.2 
Amortization of intangible assets (includes amortization impacts to cost of revenues)0.9 3.6 
Restructuring charges (includes restructuring impacts to cost of revenues)0.7 0.1 
Other non-operational costs (includes other non-operational impacts to cost of revenues)1.6 1.9 
Total operating income adjustments3.2 5.6 
Non-GAAP operating income$14.4 $9.8 
Operating margin %5.6 %2.2 %
Non-GAAP operating margin %7.2 %5.2 %
INCOME (LOSS) BEFORE TAXES RECONCILIATION
Income (loss) before taxes$2.5 $(0.6)
Total operating income adjustments3.2 5.6 
Gain on purchase of business— (2.1)
Other non-operational costs0.1 0.1 
Total income before tax adjustments3.3 3.6 
Non-GAAP income before taxes$5.8 $3.0 
INCOME TAX EXPENSE (BENEFIT) RECONCILIATION
Income tax expense (benefit)$2.6 $(0.2)
Tax effect on non-GAAP adjustments(0.1)(0.8)
Non-GAAP income tax expense$2.7 $0.6 
    


VAREX IMAGING CORPORATION
RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES
(Unaudited)
Three Months Ended
(In millions, except per share amounts)January 3, 2025December 29, 2023
NET LOSS AND DILUTED NET LOSS PER SHARE RECONCILIATION
Net loss attributable to Varex$(0.3)$(0.5)
Total income before tax adjustments3.3 3.6 
Effective tax rate on non-GAAP adjustments %3.0 %22.2 %
Tax effect on non-GAAP adjustments(0.1)(0.8)
Diluted non-GAAP net income2.9 2.3 
Diluted net loss per share (0.01)(0.01)
Non-GAAP diluted net income per share$0.07 $0.06 
ADJUSTED EBITDA RECONCILIATION
Net loss attributable to Varex$(0.3)$(0.5)
Interest expense7.9 7.3 
Income tax expense (benefit)2.6 (0.2)
Depreciation6.2 5.1 
Amortization of intangible assets0.9 3.6 
Share-based compensation4.1 3.7 
Restructuring charges0.7 0.1 
Gain on purchase of business— (2.1)
Other non-operational costs1.7 2.0 
Adjusted EBITDA$23.8 $19.0 


    


Discussion of Non-GAAP Financial Measures

This press release includes non-GAAP financial measures derived from our Condensed Consolidated Statements of Operations. These measures are not presented in accordance with, nor are they a substitute for U.S. generally accepted accounting principles, or GAAP. These measures include: non-GAAP gross profit; non-GAAP gross margin; non-GAAP operating expense; non-GAAP operating earnings; non-GAAP operating earnings margin; non-GAAP earnings before taxes; non-GAAP net earnings; non-GAAP net earnings per diluted share, non-GAAP dilutive shares; and non-GAAP EBITDA. We are providing a reconciliation above of each non-GAAP financial measure used in this earnings release to the most directly comparable GAAP financial measure. We are unable to provide without unreasonable effort a reconciliation of non-GAAP guidance measures to the corresponding GAAP measures on a forward-looking basis due to the potential significant variability and limited visibility of the excluded items discussed.

We utilize a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of our business, in making operating decisions, and forecasting and planning for future periods. We consider the use of the non-GAAP measures to be helpful in assessing the performance of the ongoing operation of our business by excluding unusual and one-time costs. We believe that disclosing non-GAAP financial measures provides useful supplemental data that allows for greater transparency in the review of our financial and operational performance. We also believe that disclosing non-GAAP financial measures provides useful information to investors and others in understanding and evaluating our operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies.

Non-GAAP measures include the following items:

Amortization of intangible assets: We do not acquire businesses and assets on a predictable cycle. The amount of purchase price allocated to intangible assets and the term of amortization can vary significantly and are unique to each acquisition or purchase. We believe that excluding amortization of intangible assets allows the users of our financial statements to better review and understand the historic and current results of our operations, and also facilitates comparisons to peer companies.

Purchase price accounting charges to cost of revenues: We may incur charges to cost of revenues as a result of acquisitions. We believe that excluding these charges allows the users of our financial statements to better understand the historic and current cost of our products, our gross margin, and also facilitates comparisons to peer companies.

Restructuring charges: We incur restructuring charges that result from events, which arise from unforeseen circumstances and/or often occur outside of the ordinary course of our on-going business. Although these events are reflected in our GAAP financials, these unique transactions may limit the comparability of our on-going operations with prior and future periods.

Acquisition and integration related costs: We incur expenses or benefits with respect to certain items associated with our acquisitions, such as transaction costs, changes in fair value of acquisition related hedges, changes in the fair value of contingent consideration liabilities, gain or expense on settlement of pre-existing relationships, etc. We exclude such expenses or benefits as they are related to acquisitions and have no direct correlation to the operation of our on-going business. We also incur expenses or benefits with respect to certain items associated with our acquisitions, such as integration costs relating to acquisitions for any costs incurred prior to closing and up to 12 months after the closing date of the acquisition.

Impairment charges: We may incur impairment charges that result from events, which arise from unforeseen circumstances and/or often occur outside of the ordinary course of our on-going business and such charges may limit the comparability of our on-going operations with prior and future periods.

Other non-operational costs: Certain items may be non-recurring, unusual, infrequent and directly related to an event that is distinct and non-reflective of the company’s ongoing business operations. These may include such items as non-ordinary course litigation, legal settlements, inventory write-downs for discontinued products, cost of facilities no longer in use, extinguishment of debt and hedge costs, environmental settlements, governmental settlements including tax settlements, and other items of similar nature.

Non-operational tax adjustments: Certain tax items may be non-recurring, unusual, infrequent and directly related to an event that is distinct and non-reflective of the company’s normal business operations. These may include such items as the retroactive impact of significant changes in tax laws, including changes to statutory tax rates and one-time tax charges.

    


Tax effects of operating earnings adjustments: We apply our non-GAAP adjustments to the GAAP pretax income to calculate the non-GAAP effective tax rate. This application of our non-GAAP effective tax rate excludes any discrete items, as defined in the guidance for accounting for income taxes in interim periods, or any other non-operational tax adjustments.

Dilution offset from convertible notes hedge transaction: In connection with the issuance of the company’s Convertible Senior Unsecured Notes (the Convertible Notes) in June 2020, the company entered into convertible note hedge transactions (the Hedge Transactions) to reduce the potential dilutive effect on common shares upon the eventual conversion of the Convertible Notes. GAAP diluted shares outstanding includes the incremental dilutive shares from the company’s Convertible Notes. Under GAAP, the anti-dilutive impact of the Convertible Note Hedge Transactions is not reflected in GAAP diluted shares outstanding. In periods in which the average stock price per share exceeds $20.81 and the company has GAAP net income, the non-GAAP diluted share count includes the anti-dilutive impact of the company’s Hedge Transactions, which reduces the potential dilution that otherwise would occur upon conversion of the company’s Convertible Notes. We believe non-GAAP diluted shares is a useful non-GAAP metric because it provides insight into the offsetting economic effect of the Hedge Transactions against potential conversion of the Convertible Notes.
    

v3.25.0.1
Cover Cover
Feb. 06, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 06, 2025
Entity Registrant Name VAREX IMAGING CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-37860
Entity Tax Identification Number 81-3434516
Entity Address, Address Line One 1678 S. Pioneer Road
Entity Address, City or Town Salt Lake City
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84104
City Area Code 801
Local Phone Number 972-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol VREX
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001681622
Amendment Flag false
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