Item 1. Financial Statements
Item 1. Financial Statements
VAREX IMAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
(In millions, except per share amounts) April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Revenues, net
$ 203.5 $ 197.0 $ 380.6 $ 397.1
Cost of revenues
138.9 139.4 258.8 278.4
Gross profit 64.6 57.6 121.8 118.7
Operating expenses:
Research and development 18.2 20.9 34.9 42.6
Selling, general and administrative 30.6 35.3 65.0 70.1
Total operating expenses
48.8 56.2 99.9 112.7
Operating income 15.8 1.4 21.9 6.0
Interest income
— 0.1 — 0.1
Interest expense
( 10.4 ) ( 4.6 ) ( 20.7 ) ( 10.0 )
Other (expense) income, net ( 2.2 ) 2.0 ( 2.7 ) 1.6
Interest and other expense, net
( 12.6 ) ( 2.5 ) ( 23.4 ) ( 8.3 )
Income (loss) before taxes 3.2 ( 1.1 ) ( 1.5 ) ( 2.3 )
Income tax expense — 0.7 1.6 0.7
Net income (loss) 3.2 ( 1.8 ) ( 3.1 ) ( 3.0 )
Less: Net income attributable to noncontrolling interests 0.1 0.1 0.2 0.2
Net income (loss) attributable to Varex $ 3.1 $ ( 1.9 ) $ ( 3.3 ) $ ( 3.2 )
Net income (loss) per common share attributable to Varex
Basic $ 0.08 $ ( 0.05 ) $ ( 0.09 ) $ ( 0.08 )
Diluted $ 0.08 $ ( 0.05 ) $ ( 0.09 ) $ ( 0.08 )
Weighted average common shares outstanding
Basic 39.2 38.6 39.2 38.5
Diluted 40.0 38.6 39.2 38.5
See accompanying notes to the unaudited condensed consolidated financial statements.
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VAREX IMAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three Months Ended Six Months Ended
(In millions) April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Net income (loss) $ 3.2 $ ( 1.8 ) $ ( 3.1 ) $ ( 3.0 )
Other comprehensive (loss) income, net of tax:
Unrealized loss on interest rate swap contracts — ( 2.3 ) — ( 2.3 )
Foreign currency translation adjustments ( 0.7 ) 5.2 ( 0.6 ) 4.3
Other comprehensive (loss) income, net of tax ( 0.7 ) 2.9 ( 0.6 ) 2.0
Comprehensive income (loss) 2.5 1.1 ( 3.7 ) ( 1.0 )
Less: Comprehensive income attributable to noncontrolling interests 0.1 0.1 0.2 0.2
Comprehensive income (loss) attributable to Varex $ 2.4 $ 1.0 $ ( 3.9 ) $ ( 1.2 )
See accompanying notes to the unaudited condensed consolidated financial statements.
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VAREX IMAGING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except share and per share amounts) April 2, 2021 October 2, 2020
Assets
Current assets:
Cash and cash equivalents $ 111.1 $ 100.6
Accounts receivable, net of allowance for credit losses of $ 0.8 million and $ 0.3 million at April 2, 2021 and October 2, 2020, respectively
129.1 123.8
Inventories
248.2 271.9
Prepaid expenses and other current assets
41.4 25.7
Total current assets 529.8 522.0
Property, plant and equipment, net
142.2 145.2
Goodwill
293.3 293.1
Intangible assets, net
59.2 67.5
Investments in privately-held companies
49.0 51.3
Deferred tax assets
— 0.5
Operating lease right-of-use assets 26.9 27.7
Other assets
32.2 32.2
Total assets
$ 1,132.6 $ 1,139.5
Liabilities and stockholders' equity
Current liabilities:
Accounts payable
$ 51.8 $ 72.9
Accrued liabilities and other current liabilities
76.6 70.5
Current operating lease liabilities
6.2 6.1
Current maturities of long-term debt
2.9 2.5
Deferred revenues
8.8 8.6
Total current liabilities 146.3 160.6
Long-term debt, net
458.0 452.8
Deferred tax liabilities
2.2 2.3
Operating lease liabilities 22.0 23.1
Other long-term liabilities
35.2 34.9
Total liabilities 663.7 673.7
Stockholders' equity:
Preferred stock, $ .01 par value: 20,000,000 shares authorized, none issued
— —
Common stock, $ .01 par value: 150,000,000 shares authorized
Shares issued and outstanding - 39,300,288 and 39,059,094 at April 2, 2021 and October 2, 2020, respectively.
0.4 0.4
Additional paid-in capital 441.3 434.4
Accumulated other comprehensive income 0.2 0.8
Retained earnings 12.8 16.1
Total Varex equity 454.7 451.7
Noncontrolling interests 14.2 14.1
Total stockholders' equity 468.9 465.8
Total liabilities and stockholders' equity $ 1,132.6 $ 1,139.5
See accompanying notes to the unaudited condensed consolidated financial statements.
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VAREX IMAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
(In millions) April 2, 2021 April 3, 2020
Cash flows from operating activities:
Net loss $ ( 3.1 ) $ ( 3.0 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation expense 7.2 6.5
Depreciation 10.5 11.4
Amortization of intangible assets 8.5 8.9
Deferred taxes 0.1 0.3
Loss from equity method investments 2.5 0.7
Amortization of debt issuance costs and discounts 4.9 1.2
Inventory write-down 3.5 —
Other, net 1.0 0.2
Changes in assets and liabilities, net of effects of acquisition:
Accounts receivable ( 6.2 ) 14.7
Inventories 20.4 ( 34.2 )
Prepaid expenses and other assets ( 15.1 ) ( 5.9 )
Accounts payable ( 19.8 ) 21.0
Accrued liabilities and other current and long-term operating liabilities 5.2 0.9
Deferred revenues 0.3 1.2
Net cash provided by operating activities 19.9 23.9
Cash flows from investing activities:
Purchases of property, plant and equipment ( 7.8 ) ( 14.2 )
Acquisitions of businesses, net of cash acquired — ( 1.2 )
Investments and loans to privately-held companies ( 0.6 ) ( 1.9 )
Net cash used in investing activities ( 8.4 ) ( 17.3 )
Cash flows from financing activities:
Borrowings under credit agreements 1.5 23.5
Repayments of borrowing under credit agreements ( 1.5 ) ( 36.5 )
Payment of debt issuance costs — ( 0.5 )
Proceeds from exercise of stock options — 1.5
Proceeds from shares issued under employee stock purchase plan 1.2 1.8
Taxes related to net share settlement of equity awards ( 1.5 ) ( 1.8 )
Other financing activities ( 0.7 ) ( 0.1 )
Net cash used in financing activities ( 1.0 ) ( 12.1 )
Effects of exchange rate changes on cash and cash equivalents and restricted cash
— ( 0.2 )
Net increase (decrease) in cash and cash equivalents and restricted cash 10.5 ( 5.7 )
Cash and cash equivalents and restricted cash at beginning of period
102.1 31.3
Cash and cash equivalents and restricted cash at end of period
$ 112.6 $ 25.6
Supplemental cash flow information:
Cash paid for interest $ 4.0 $ 9.2
Cash paid for income tax 12.9 6.4
Supplemental non-cash activities:
Purchases of property, plant and equipment financed through accounts payable $ 0.4 $ 0.9
See accompanying notes to the unaudited condensed consolidated financial statements.
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VAREX IMAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
Three Months Ended April 2, 2021
Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Retained Earnings Total Varex Equity Noncontrolling Interests Total Equity
(In millions) Shares Amount
January 1, 2021 39.2 $ 0.4 $ 439.2 $ 0.9 $ 9.7 $ 450.2 $ 14.2 $ 464.4
Net income — — — — 3.1 3.1 0.1 3.2
Common stock issued upon vesting of restricted shares 0.2 — — — — — — —
Shares withheld on vesting of restricted stock
( 0.1 ) — ( 1.5 ) — — ( 1.5 ) — ( 1.5 )
Share-based compensation
— — 3.6 — — 3.6 — 3.6
Currency translation adjustments
— — — ( 0.7 ) — ( 0.7 ) — ( 0.7 )
Other
— — — — — — ( 0.1 ) ( 0.1 )
April 2, 2021 39.3 $ 0.4 $ 441.3 $ 0.2 $ 12.8 $ 454.7 $ 14.2 $ 468.9
Three Months Ended April 3, 2020
Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Total Varex Equity Noncontrolling Interests Total Equity
(In millions) Shares Amount
January 3, 2020 38.5 $ 0.4 $ 377.6 $ ( 2.6 ) $ 72.5 $ 447.9 $ 3.3 $ 451.2
Cumulative effect of accounting changes — — — — 0.3 0.3 — 0.3
Net loss — — — — ( 1.9 ) ( 1.9 ) ( 0.1 ) ( 2.0 )
Exercise of stock options — — 0.3 — — 0.3 — 0.3
Common stock issued upon vesting of restricted shares
0.2 — — — — — — —
Shares withheld on vesting of restricted stock — — ( 1.7 ) — — ( 1.7 ) — ( 1.7 )
Share-based compensation — — 3.3 — — 3.3 — 3.3
Unrealized loss on interest rate swap contracts, net of tax
— — — ( 2.3 ) — ( 2.3 ) — ( 2.3 )
Currency translation adjustments
— — — 5.2 — 5.2 — 5.2
April 3, 2020 38.7 $ 0.4 $ 379.5 $ 0.3 $ 70.9 $ 451.1 $ 3.2 $ 454.3
See accompanying notes to the unaudited condensed consolidated financial statements.
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VAREX IMAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
Six Months Ended April 2, 2021
Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Total Varex Equity Noncontrolling Interests Total Equity
(In millions) Shares Amount
October 2, 2020 39.1 $ 0.4 $ 434.4 $ 0.8 $ 16.1 $ 451.7 $ 14.1 $ 465.8
Net (loss) income — — — — ( 3.3 ) ( 3.3 ) 0.2 ( 3.1 )
Common stock issued upon vesting of restricted shares 0.2 — — — — — — —
Shares withheld on vesting of restricted stock ( 0.1 ) — ( 1.5 ) — — ( 1.5 ) — ( 1.5 )
Common stock issued under employee stock purchase plan 0.1 — 1.2 — — 1.2 — 1.2
Share-based compensation — — 7.2 — — 7.2 — 7.2
Currency translation adjustments — — — ( 0.6 ) — ( 0.6 ) — ( 0.6 )
Other — — — — — — ( 0.1 ) ( 0.1 )
April 2, 2021 39.3 $ 0.4 $ 441.3 $ 0.2 $ 12.8 $ 454.7 $ 14.2 $ 468.9
Six Months Ended April 3, 2020
Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Varex Equity Noncontrolling Interests Total Equity
(In millions) Shares Amount
September 27, 2019 38.4 $ 0.4 $ 371.8 $ ( 1.7 ) $ 74.4 $ 444.9 $ 3.3 $ 448.2
Cumulative effect of accounting change — — — — ( 0.3 ) ( 0.3 ) — ( 0.3 )
Net loss — — — — ( 3.2 ) ( 3.2 ) ( 0.1 ) ( 3.3 )
Exercise of stock options 0.1 — 1.5 — — 1.5 — 1.5
Common stock issued upon vesting of restricted shares 0.2 — — — — — — —
Shares withheld on vesting of restricted stock ( 0.1 ) — ( 1.8 ) — — ( 1.8 ) — ( 1.8 )
Common stock issued under employee stock purchase plan 0.1 — 1.8 — — 1.8 — 1.8
Share-based compensation — — 6.5 — — 6.5 — 6.5
Unrealized loss on interest rate swap contracts, net of tax — — — ( 2.3 ) — ( 2.3 ) — ( 2.3 )
Currency translation adjustments — — — 4.3 — 4.3 — 4.3
Other — — ( 0.3 ) — — ( 0.3 ) — ( 0.3 )
April 3, 2020 38.7 $ 0.4 $ 379.5 $ 0.3 $ 70.9 $ 451.1 $ 3.2 $ 454.3
See accompanying notes to the unaudited condensed consolidated financial statements.
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VAREX IMAGING CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Varex Imaging Corporation (the “Company,” “Varex” or “Varex Imaging”) designs, manufactures, sells and services a broad range of medical products, which include X-ray tubes, digital detectors and accessories, high voltage connectors, image processing software and workstations, computer-aided diagnostic software, collimators, automatic exposure control devices, generators, ionization chambers and buckys, for use in a range of applications, including radiographic or fluoroscopic imaging, mammography, computed tomography, oncology and computer-aided detection. The Company sells its products to imaging system original equipment manufacturer (“OEM”) customers for incorporation into new medical diagnostic, radiation therapy, dental, and veterinary equipment, to independent service companies, distributors and directly to end-users for replacement purposes.
The Company also designs, manufacturers, sells and services industrial products, which include Linatron® X-ray accelerators, high voltage connectors, imaging processing software and image detection products for security and inspection purposes, such as cargo screening at ports and borders and nondestructive examination in a variety of applications. The Company generally sells security and inspection products to OEM customers who incorporate Varex’s products into their inspection systems. The Company conducts an active research and development program to focus on new technology and applications in both the medical and industrial X-ray imaging markets.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, these condensed consolidated financial statements include all adjustments necessary for a fair presentation of the results for the interim periods.
These condensed consolidated financial statements and the accompanying notes are unaudited and should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended 2020 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on November 30, 2020. The Company considers events or transactions that occur after the balance sheet date, but before the financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures. Except for the change in certain policies upon adoption of the accounting standards described below, there have been no material changes to the Company's significant accounting policies, compared to the accounting policies described in Note 1, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K for fiscal year 2020.
Segment Reporting
The Company has two reportable operating segments; (i) Medical and (ii) Industrial, which aligns with how its Chief Executive Officer, who is the Company's Chief Operating Decision Maker (“CODM”), reviews the Company’s performance. See Note 15. Segment Information , for further information on the Company’s segments.
Fiscal Year
The fiscal years of the Company as reported are the 52 or 53-week period ending on the Friday nearest September 30. Fiscal year 2021 is the 52-week period ending October 1, 2021. Fiscal year 2020 was the 53-week period that ended on October 2, 2020. The fiscal quarters ended April 2, 2021 and April 3, 2020 were both 13-week periods. The two fiscal quarters ended April 2, 2021 and April 3, 2020 were 26 weeks and 27 weeks, respectively.
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Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates include the valuation of inventories, valuation of goodwill and intangible assets, warranties, contract liabilities, long-lived asset valuations, impairment on investments, valuation of financial instruments, and taxes on earnings. Actual results could differ from these estimates.
Impact of COVID-19
The coronavirus (“COVID-19”) pandemic and the mitigation efforts by governments to control its spread have created uncertainties and disruptions in the economic and financial markets. The extent to which COVID-19 will continue to impact the Company’s business and financial results depends on numerous evolving factors including: the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions including interest rates and unemployment rates, the speed of the economic recovery, and governmental and business reactions to the pandemic. As a result of the economic downturn resulting from COVID-19, the Company experienced reduced demand in its Industrial segment and for certain higher-end medical products that negatively impacted revenues and gross margin. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company, including the estimated future impacts of COVID-19 through the date of filing this report. The accounting matters assessed included, but were not limited to, the Company’s carrying value of goodwill, intangibles, long-lived assets, equity method investments, inventory and related reserves, and allowance for credit losses. The Company’s assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material negative impacts to the Company’s condensed consolidated financial statements in future reporting periods. These future developments are highly uncertain and the outcomes cannot be estimated with certainty. Actual results may differ from those estimates, and such differences may be material to the financial statements.
Cash and Cash Equivalents
The Company considers currency on hand, demand deposits, time deposits and all highly-liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents.
Restricted Cash
Restricted cash primarily consists of cash collateral related to certain leases and inventory arrangements. Restricted cash is included in other assets on the condensed consolidated balance sheet. Cash and cash equivalents and restricted cash as reported within the condensed consolidated statements of cash flows consisted of the following:
Six Months Ended April 2, 2021 Six Months Ended April 3, 2020
(In millions) Beginning of Period End of Period Beginning of Period End of Period
Cash and cash equivalents $ 100.6 $ 111.1 $ 29.9 $ 24.2
Restricted cash 1.5 1.5 1.4 1.4
Cash and cash equivalents and restricted cash as reported per statement of cash flows $ 102.1 $ 112.6 $ 31.3 $ 25.6
Concentration of Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash, cash equivalents and trade accounts receivable. Cash held with financial institutions may exceed the Federal Deposit Insurance Corporation insurance limits or similar limits in foreign jurisdictions. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company performs ongoing credit evaluations of its customers and, except for government tenders, group purchases and orders with a letter of credit, its industrial customers often provide a down payment. The Company maintains an allowance for credit losses based upon the expected collectability of all accounts receivable. The Company obtains some of the components in its products from a limited group of suppliers or from a single-source supplier. The Company has neither experienced nor expects any significant disruptions to its operations due to supplier concentration.
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Credit is extended to customers based on an evaluation of the customer’s financial condition, and collateral is not required. During the periods presented, one of the Company's customers accounted for a significant portion of revenues, which is as follows:
Three Months Ended Six Months Ended
April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Canon Medical Systems Corporation
17.8 % 23.0 % 17.2 % 20.9 %
Canon Medical Systems Corporation accounted for 14.6 % and 12.0 % of the Company’s consolidated accounts receivable as of April 2, 2021 and October 2, 2020, respectively.
Investments
The Company accounts for its equity investments in privately-held companies under the equity method of accounting if the Company has the ability to exercise significant influence in these investments. Distributions received from an equity method investment are classified using the cumulative earnings approach, which means that distributions up to the amount of cumulative equity in earnings recognized will be treated as returns on investment and classified as operating cash flows and those in excess of that amount will be treated as returns of investment and classified as investing cash flows. The Company reviews its equity investments in privately-held companies for impairment whenever events or changes in business circumstances are other than temporary and indicate that the carrying amount of the investments may not be fully recoverable. There were no impairments recorded during the three and six months ended April 2, 2021 and April 3, 2020, respectively.
Loss Contingencies
From time to time, the Company is involved in legal proceedings, claims and government inspections or investigations, customs and duties audits, and other contingency matters, both inside and outside the United States, arising in the ordinary course of its business or otherwise. The Company accrues amounts for probable losses, to the extent they can be reasonably estimated, that it believes are adequate to address liabilities related to legal proceedings and other loss contingencies that the Company believes will result in a probable loss (including, among other things, probable settlement value). A loss or a range of loss is disclosed when it is reasonably possible that a material loss will be incurred and can be estimated or when it is reasonably possible that the amount of a loss, when material, will exceed the recorded provision. When a loss contingency is probable but not reasonably estimable the nature of the contingency and the fact that an estimate cannot be made is disclosed.
Product Warranty
The Company warrants most of its products for a specific period of time, usually 12 to 24 months from delivery or acceptance, against material defects. The Company provides for the estimated future costs of warranty obligations in cost of revenues when the related revenues are recognized. The accrued warranty costs represent the best estimate at the time of sale of the total costs that the Company will incur to repair or replace product parts that fail while under warranty.
The amount of the accrued estimated warranty costs obligation for established products is primarily based on historical experience as to product failures adjusted for current information on repair costs. For new products, estimates include the historical experience of similar products, as well as a reasonable allowance for warranty expenses associated with new products. On a quarterly basis, the Company reviews the accrued warranty costs and updates the historical warranty cost trends, if required.
The following table reflects the changes in the Company’s accrued product warranty:
Six Months Ended
(In millions) April 2, 2021 April 3, 2020
Accrued product warranty, at beginning of period
$ 8.1 $ 8.1
New accruals charged to cost of revenues 6.1 7.2
Product warranty expenditures
( 6.3 ) ( 6.9 )
Accrued product warranty, at end of period
$ 7.9 $ 8.4
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Leases
The Company determines if an arrangement is or contains a lease at the inception of an arrangement. The Company's operating lease right-of-use ("ROU") assets represent the right to use an underlying asset over the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets may also include initial direct costs incurred and prepaid lease payments, less lease incentives. Lease liabilities and their corresponding ROU assets are recognized based on the present value of lease payments over the lease term, discounted using the Company's incremental borrowing rate. The Company recognizes operating leases with lease terms of more than twelve months in operating lease assets, current operating lease liabilities, and operating lease liabilities on its condensed consolidated balance sheets. The Company recognizes finance leases with lease terms of more than twelve months in property, plant, and equipment, net, accrued liabilities and other current liabilities, and other long-term liabilities on its condensed consolidated balance sheets. For purposes of calculating lease liabilities and the corresponding ROU assets, the Company's lease term may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option.
Revenue Recognition
The Company’s revenues are derived primarily from the sale of hardware and services. The Company recognizes its revenues net of any value-added or sales tax and net of sales discounts.
The Company sells a high proportion of its X-ray products to a limited number of OEM customers. X-ray tubes, digital detectors and image-processing tools and security and inspection products are generally sold on a stand-alone basis. However, the Company occasionally sells its digital detectors, X-ray tubes and imaging processing tools as a package that is optimized for digital X-ray imaging and sells its Linatron ® X-ray accelerators together with its imaging processing software and image detection products to OEM customers that incorporate them into their inspection systems. Service contracts are often sold with certain security and inspection products and computer-aided detection products.
The Company determines revenue recognition through the following steps:
• Identification of the contract, or contracts, with a customer
• Identification of the performance obligations in the contract
• Determination of the transaction price
• Allocation of the transaction price to the performance obligations in the contract
• Recognition of revenue when, or as, a performance obligation is satisfied
Transaction price and allocation to performance obligations
Transaction prices of products or services are typically based on contracted rates. To the extent that the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method when there is a large number of transactions with similar characteristics or the most likely amount method when there are two possible outcomes, depending on the circumstances of the transaction, to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available.
The Company allows customers to return specific parts of purchased X-ray tubes for a partial refund credit, which is identified as variable consideration. ASC 606-10-55-23 requires that for sales with a right of return, revenue is reduced for expected returns, a liability is recorded for expected returns, and an asset is recorded for the right to recover products from customers on settling the liability. The Company recognizes a reduction to revenue and cost of sales at the time of sale and a corresponding contract liability and contract asset. The Company records this estimate based on the historical volume of product returns and adjusts the estimate on a quarterly basis based on the current quarter sales and current quarter returns.
If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately.
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Contracts and performance obligations
The Company accounts for a contract with a customer when there is an approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. The Company's performance obligations consist mainly of transferring control of products and services identified in the contracts or purchase orders. For each contract, the Company considers the obligation to transfer products and services to the customer, which are distinct, to be performance obligations.
Recognition of revenue
Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer.
Product revenue is generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract.
Service revenue is generally recognized over time as the services are rendered to the customer based on the extent of progress towards completion of the performance obligation. The Company recognizes service revenue over the term of the service contract. Services are expected to be transferred to the customer throughout the term of the contract and the Company believes recognizing revenue ratably over the term of the contract best depicts the transfer of value to the customer.
Disaggregation of Revenue
Revenue is disaggregated from contracts between geography and by reportable operating segment, which the Company believes best depicts how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors. Refer to Note 15. Segment Information, included in this report, for the disaggregation of the Company’s revenue based on reportable operating segments and Note 2. Revenue for the disaggregation of revenue by geographic region.
Contract Balances
Contract assets are included within the prepaid expenses and other current assets, and other assets balances in the condensed consolidated balance sheets. Contract liabilities, which also include refund obligations, are included within the accrued liabilities and other current liabilities, deferred revenues, and other long-term liabilities balances in the condensed consolidated balance sheets.
Costs to Obtain or Fulfill a Customer Contract
The Company has certain costs to obtain and fulfill a customer contract, such as commissions and shipping costs. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. Incremental costs of obtaining contracts that would be recognized over more than one year are not material. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. These costs are included as a component of cost of revenues.
Deferred Revenues
Deferred revenue primarily represents (i) the amount received applicable to non-software products for which parts
and services under the warranty contracts have not been delivered, and (ii) the amount received for service contracts for
which the services have not been rendered.
Recently Adopted Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Measurement of Credit Losses on Financial Instruments. This pronouncement changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans and replaces the incurred loss methodology with a new, forward-looking “expected loss” model that considers the risk of loss over the asset’s contractual life, even if remote, historical experience, current conditions, and reasonable and supportable forecasts of future relevant events. The Company adopted this ASU on October 3, 2020, using a modified retrospective approach. The adoption of ASU 2016-13 did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.
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Recent Accounting Standards or Updates Not Yet Effective
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The standard removes certain separation models in ASC 470-20 for convertible instruments, and, as a result, embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. This will also result in the interest expense recognized for convertible debt instruments to be typically closer to the coupon interest rate. Further, the ASU made amendments to the earnings per share (“EPS”) guidance in Topic 260 for convertible instruments, the most significant impact of which is requiring the use of the if-converted method for diluted EPS calculation, and no longer allowing the net share settlement method. The ASU is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020. Adoption of the ASU can either be on a modified retrospective or full retrospective basis. We are currently evaluating the impacts of this ASU on our condensed consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, to provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate (e.g., LIBOR) reform on financial reporting. Adoption of the guidance is elective and is permitted from March 12, 2020 through December 31, 2022. The Company will evaluate transactions or contract modifications occurring as a result of reference rate reform and determine whether to apply the optional guidance on an ongoing basis. The Company does not expect that the new guidance will have a material impact on its financial position, results of operations or cash flows.
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the current guidance, and improving the consistent application of and simplification of other areas of the guidance. The standard is effective for the Company beginning in the first quarter of fiscal year 2022. Early adoption is permitted. The Company is evaluating the impact of adopting this guidance to its condensed consolidated financial statements.
2. REVENUE
Disaggregation of Revenue
Revenue is disaggregated from contracts between geography and by reportable operating segment, which the Company believes best depicts how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors.
The following table disaggregates the Company’s revenue by geographic region:
Three Months Ended Six Months Ended
(In millions) April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Americas $ 70.5 $ 62.5 $ 132.8 $ 132.8
EMEA 67.7 64.0 125.6 129.2
APAC 65.3 70.5 122.2 135.1
$ 203.5 $ 197.0 $ 380.6 $ 397.1
Revenue in the United States of America was $ 69.2 million and $ 60.2 million for the three months ended April 2, 2021 and April 3, 2020, respectively. Revenue in the United States of America was $ 130.3 million and $ 128.8 million for the six months ended April 2, 2021 and April 3, 2020, respectively.
Refer to Note 15, Segment Information , for the disaggregation of the Company’s revenue based on reportable operating segments.
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Contract Balances
The following table summarizes the changes in the contract assets and refund liabilities:
Contract Assets
Six Months Ended
(In millions) April 2, 2021 April 3, 2020
Balance at beginning of fiscal year $ 24.6 $ 23.7
Costs recovered from product returns during the period ( 2.4 ) ( 3.0 )
Contract asset from shipments of products, subject to return during the period 2.9 3.4
Change in estimate ( 0.6 ) —
Balance at end of period $ 24.5 $ 24.1
Contract Liabilities
Six Months Ended
(In millions) April 2, 2021 April 3, 2020
Balance at beginning of fiscal year $ 27.4 $ 26.4
Release of refund liability included in beginning of year refund liability ( 2.7 ) ( 3.3 )
Additions to refund liabilities 3.2 3.8
Change in estimate ( 0.7 ) —
Balance at end of period $ 27.2 $ 26.9
During the three and six months ended April 2, 2021, the Company recognized revenue of $ 0.4 million and $ 5.4 million related to deferred revenues which existed at October 2, 2020. During the three and six months ended April 3, 2020, the Company recognized revenue of $ 1.3 million and $ 7.4 million related to deferred revenue which existed at September 27, 2019.
3. LEASES
The Company has operating and finance leases for office space, warehouse and manufacturing space, vehicles and certain equipment. The following table presents supplemental balance sheet information related to the Company's operating and finance leases:
(In millions) Balance Sheet Location April 2, 2021 October 2, 2020
Assets
Operating lease right-of-use assets Operating lease right-of-use assets $ 26.9 $ 27.7
Finance lease right-of-use assets Property, plant and equipment, net
$ 0.5 $ 0.5
Liabilities
Operating lease liabilities (current) Current operating lease liabilities $ 6.2 $ 6.1
Finance lease liabilities (current) Accrued liabilities and other current liabilities $ 0.3 $ 0.2
Operating lease liabilities (non-current) Operating lease liabilities $ 22.0 $ 23.1
Finance lease liabilities (non-current) Other long-term liabilities
$ 0.3 $ 0.4
The following table presents the weighted average remaining lease term and discount rate information related to the Company's operating and finance leases:
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April 2, 2021 April 3, 2020
Operating lease weighted average remaining lease term (in years) 6.2 6.8
Operating lease weighted average discount rate 4.9 % 4.9 %
Finance lease weighted average remaining lease term (in years) 3.0 3.2
Finance lease weighted average discount rate 3.8 % 3.6 %
The following table provides information related to the Company’s operating and finance leases:
(In millions) Three Months Ended April 2, 2021 Three Months Ended April 3, 2020 Six Months Ended April 2, 2021 Six Months Ended April 3, 2020
Total operating lease costs (a) $ 2.0 $ 1.9 $ 3.9 $ 4.0
Total finance lease costs $ — $ 0.1 $ 0.1 $ 0.1
Operating cash flows from operating leases $ 1.9 $ 2.1 $ 3.7 $ 4.1
Financing cash flows from finance leases — ( 0.1 ) 0.1 —
Total cash paid for amounts included in the measurement of lease liabilities $ 1.9 $ 2.0 $ 3.8 $ 4.1
(a) Includes variable and short-term lease expense, which were immaterial for the three and six months ended April 2, 2021 and April 3, 2020.
As of April 2, 2021, the present value of operating lease and finance lease liabilities for each of the following five years and a total thereafter were as follows:
(In millions)
Fiscal years: Operating Leases Finance Leases
2021 remaining $ 3.7 $ 0.1
2022 7.2 0.2
2023 4.8 0.2
2024 4.1 0.1
2025 3.8 —
Thereafter 9.4 —
Total future lease payments $ 33.0 $ 0.6
Less: imputed interest ( 4.8 ) —
Present value of lease liabilities $ 28.2 $ 0.6
During the first quarter of fiscal year 2021, the Company entered into a lease agreement for a manufacturing facility in the Philippines that consists of three buildings. During the second quarter of fiscal year 2021, the Company commenced leasing one of the three buildings. The leases for the other two buildings are not expected to commence until the third quarter of fiscal year 2021. These remaining two building leases have a stated term of five years and will result in an initial lease right-of-use asset and liability balance of approximately $ 2.4 million upon lease commencement.
4. RELATED PARTY TRANSACTIONS
Investment in Privately-Held Companies
The Company has a 40 % ownership interest in dpiX Holding LLC (“dpiX Holding”), a holding company that has a 100 % ownership interest in dpiX LLC (“dpiX”), a supplier of amorphous silicon-based thin film transistor arrays for digital flat panel image detectors. In accordance with the dpiX Holding operating agreement, net profits or losses are allocated to the members in accordance with their ownership interests.
The investment in dpiX Holding is accounted for under the equity method of accounting. When the Company recognizes its share of net profits or losses of dpiX Holding, profits or losses in inventory purchased from dpiX are eliminated. During the three months ended April 2, 2021 and April 3, 2020, the Company recorded a loss on the equity investment in dpiX Holding of $( 0.4 )
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million and $( 0.8 ) million, respectively. During the six months ended April 2, 2021 and April 3, 2020, the Company recorded (loss) income on the equity investment in dpiX Holding of $( 1.9 ) million and $ 0.1 million, respectively. Income and loss on the equity investment in dpiX Holding is included in other expense, net in the condensed consolidated statements of operations. The carrying value of the equity investment in dpiX Holding was $ 45.6 million and $ 47.3 million at April 2, 2021 and October 2, 2020, respectively.
During the three months ended April 2, 2021 and April 3, 2020, the Company purchased glass transistor arrays from dpiX totaling $ 4.1 million and $ 5.3 million, respectively. During the six months ended April 2, 2021 and April 3, 2020, the Company purchased glass transistor arrays from dpiX totaling $ 9.0 million and $ 10.9 million, respectively. These purchases of glass transistor arrays are included as a component of inventories on the condensed consolidated balance sheets or cost of revenues in the condensed consolidated statements of operations.
As of April 2, 2021, and October 2, 2020, the Company had accounts payable to dpiX totaling $ 3.9 million and $ 4.6 million, respectively.
In October 2013, the Company entered into an amended agreement with dpiX and other parties that, among other things, provides the Company with the right to 50 % of dpiX’s total manufacturing capacity produced after January 1, 2014. In addition the amended agreement requires the Company to pay for 50 % of the fixed costs (as defined in the amended agreement), as determined at the beginning of each calendar year. In January 2021, the fixed cost commitment was determined and approved by the dpiX board of directors to be $ 11.6 million for calendar year 2021. As of April 2, 2021, the Company estimated it has fixed cost commitments of $ 8.7 million related to this amended agreement through the remainder of calendar year 2021. The amended agreement will continue unless the ownership structure of dpiX changes as provided in the amended agreement.
The Company has determined that dpiX Holding is a variable interest entity because at-risk equity holders, as a group, lack the characteristics of a controlling financial interest. Majority votes are required to direct the manufacturing activities, legal operations and other activities that most significantly affect dpiX’s economic performance. The Company does not have majority voting rights and no power to unilaterally direct the activities of dpiX Holding and therefore is not the primary beneficiary of dpiX Holding. The Company’s exposure to loss as a result of its involvement with dpiX Holding is limited to the carrying value of the Company’s investment of $ 45.6 million and fixed cost commitments.
In November 2018, the Company and CETTEEN GmbH (“CETTEEN”), formed a German limited liability company that governs the affairs and conduct of the business of VEC Imaging GmbH & Co. KG (“VEC”), a joint venture formed to develop technology for use in X-ray imaging components. In accordance with the VEC agreement, net profits or losses are allocated to the members in accordance with their ownership interest. The Company's investment in VEC is accounted for under the equity method. As of April 2, 2021, the Company has made contributions totaling $ 4.0 million, and has committed to contribute an additional $ 1.2 million as milestones are achieved, and to provide certain full-time employees to support prototyping and manufacturing activities in exchange for a 50 % interest in VEC. CETTEEN made contributions of certain assets including intellectual property in exchange for a 50 % interest in VEC. During the six months ended April 2, 2021, the Company loaned $ 0.6 million to VEC. During the three months ended April 2, 2021, and April 3, 2020, the Company recorded loss on the equity investment in VEC of $ 0.2 million and $ 0.6 million, respectively. During the six months ended April 2, 2021 and April 3, 2020, the Company recorded loss on the equity investment in VEC of $ 0.5 million and $ 0.8 million, respectively. The Company's investment in VEC was $ 2.2 million and $ 2.5 million at April 2, 2021 and October 2, 2020, respectively.
5. RESTRUCTURING
In July 2018, the Company committed to relocate the production of amorphous silicon glass for digital detectors, from its Santa Clara facility, to the dpiX fabrication facility in Colorado. In July 2019, the Company committed to close its Santa Clara facility and to relocate the remaining production to its other existing facilities. The Company ceased all operations at the Santa Clara facility as of October 2, 2020, and all activities related to the closure of the facility were completed by the end of December 2020.
On July 29, 2020, the Company commenced the implementation of a reduction in workforce to reduce the Company’s operating costs and address the impact of the COVID-19 pandemic. This action resulted in the reduction of the Company’s workforce by approximately 94 employees, of which nearly all were located within the United States. This reduction was in addition to the reduction in workforce associated with the closure of the Company’s Santa Clara facility.
Cash outflows associated with these restructuring charges are limited to employee termination expenses, facility closure and equipment sales and disposals. Below is a detail of restructuring charges incurred during the three and six months ended April 2, 2021 and April 3, 2020, respectively, which predominantly relate to the Company's Medical segment:
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Three Months Ended Six Months Ended
(In millions) Location of Restructuring Charges in Condensed Consolidated Statements of Operations April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Accelerated depreciation Cost of revenues $ 0.1 $ 0.9 $ 0.2 $ 1.2
Severance costs Selling, general and administrative 0.2 0.8 0.4 1.3
Total restructuring charges $ 0.3 $ 1.7 $ 0.6 $ 2.5
6. FINANCIAL DERIVATIVES AND HEDGING ACTIVITIES
As part of the Company’s overall risk management practices, the Company enters into financial derivatives to manage its financial exposures to foreign currency exchange rates and interest rates.
The Company records all derivatives on the condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. A qualitative assessment of hedge effectiveness is performed on a quarterly basis, unless facts and circumstances indicate the hedge may no longer be highly effective, in which case the Company would test for effectiveness on a more frequent basis. The changes in fair value for all trades that are not designated for hedge accounting are recognized in current period income. The Company does not offset fair value amounts recognized for derivative instruments in its condensed consolidated balance sheets for presentation purposes.
Credit risk related to derivative transactions reflects the risk that a party to the transaction could fail to meet its obligation under the derivative contracts. Therefore, the Company’s exposure to the counterparty’s credit risk is generally limited to the amounts, if any, by which the counterparty’s obligations to the Company exceed the Company’s obligations to the counterparty. The Company’s policy is to enter into contracts only with financial institutions which meet certain minimum credit ratings to help mitigate counterparty credit risk.
Derivatives Designated as Hedging Instruments - Cash Flow Hedges
The Company previously used interest rate swap contracts as cash flow hedges to manage its exposure to fluctuations in LIBOR interest rates. Interest rate swap contracts effectively fix the LIBOR component of variable interest rate debt for a specific period of time.
As of April 2, 2021, the Company had no outstanding derivatives designated as hedging instruments.
The following table summarizes the amount of pre-tax income recognized from derivative instruments for the periods indicated:
Amount of Gain (Loss) Recognized in OCI on Derivative
Three months ended Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Amount of Gain (Loss) Reclassified from Accumulated OCI into Income
Three months ended
(In millions) April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Interest Rate Swap Contracts $ — $ ( 3.1 ) Interest expense $ — $ —
Amount of Gain (Loss) Recognized in OCI on Derivative
Six Months Ended Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Amount of Gain (Loss) Reclassified from Accumulated OCI into Income
Six Months Ended
(In millions) April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Interest Rate Swap Contracts $ — $ ( 3.0 ) Interest expense $ — $ 0.1
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Derivatives Designated as Hedging Instruments - Net Investment Hedges
The Company uses cross currency swap contracts as net investment hedges to manage its risk of variability in foreign currency-denominated net investments in majority-owned international operations. All changes in fair value of the derivatives designated as net investment hedges are reported in accumulated other comprehensive (loss) income along with the foreign currency translation adjustments on those investments. As of April 2, 2021, the Company had the following outstanding derivatives designated as net investment hedging instruments:
(In millions, except number of instruments) Number of Instruments Notional Value
Cross Currency Swap Contracts 3 $ 66.6
The following table summarizes the amount of pre-tax income recognized from derivative instruments for the periods indicated and the line items in the accompanying statements of operations where the results are recorded for net investment hedges:
Amount of Gain (Loss) Recognized in OCI on Derivative
Three months ended Location of Gain or (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
(In millions) April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Cross Currency Swap Contracts $ 1.8 $ 5.0 Interest expense $ 0.3 $ 0.4
Amount of Gain (Loss) Recognized in OCI on Derivative
Six Months Ended Location of Gain or (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
(In millions) April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Cross Currency Swap Contracts $ ( 1.2 ) $ 4.3 Interest expense $ 0.7 $ 0.8
These derivative instruments are subject to master netting agreements giving effect to rights of offset with each counterparty. None of the balances were eligible for netting. The following table summarizes the gross fair values of derivative instruments as of the periods indicated and the line items in the accompanying condensed consolidated balance sheets where the instruments are recorded:
(In millions) Derivative Assets and Liabilities
Derivatives designated as net investment hedges Balance sheet location April 2, 2021 October 2, 2020
Cross Currency Swap Contracts Other current assets $ 1.2 $ 1.3
Cross Currency Swap Contracts Other long-term liabilities ( 3.3 ) ( 2.1 )
$ ( 2.1 ) $ ( 0.8 )
Balance Sheet Hedges
The Company also enters into foreign currency forward contracts to hedge fluctuations associated with foreign currency denominated monetary assets and liabilities, primarily cash, lease contracts, third-party accounts receivable and payable, and intercompany accounts receivable and payables. These forward contracts expire within 30 to 90 days. These forward contracts are not designated for hedge accounting treatment, therefore, the change in fair value of these derivatives is recorded as a component of other income (expense), net and offsets the change in fair value of the foreign currency denominated assets and liabilities, which are also recorded in other income (expense), net. The Company does not and does not intend to use derivative financial instruments for speculative or trading purposes.
The following table shows the notional amounts of outstanding foreign currency contracts as of April 2, 2021:
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Notional Value of Derivatives not Designated as Hedging Instruments:
(In millions) Buy contracts Sell contract
Japanese yen $ — $ 1.4
Philippine peso 4.5 —
Swiss franc 0.9 —
Chinese renminbi 1.4 4.7
Euro 15.2 —
Total Notional Value $ 22.0 $ 6.1
7. FAIR VALUE
Assets/Liabilities Measured at Fair Value on a Recurring Basis
The fair values of certain of the Company’s financial instruments, including bank deposits included in cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values due to their short maturities. As of April 2, 2021, the fair values of the Company's Convertible Notes and Senior Secured Notes, as defined in Note 10. Borrowings, were $ 246.5 million and $ 333.0 million, respectively. As of October 2, 2020, the fair values of the Company's Convertible Notes and Senior Secured Notes were $ 178.5 million and $ 312.8 million, respectively. The Company has elected to use the income approach to value its derivative instruments using standard valuation techniques and Level 2 inputs, such as currency spot rates, forward points and credit default swap spreads. There were no financial assets or liabilities measured on a recurring basis using significant unobservable inputs (Level 3) and there were no transfers in or out of Level 1, 2 or 3 during the six months ended April 2, 2021.
In the tables below, the Company has segregated all assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.
Fair Value Measurements at April 2, 2021
(In millions) Quoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Total
Assets:
Cash equivalents - Money market funds
$ — $ 68.9 $ — $ 68.9
Derivative assets
— 1.2 — 1.2
Total assets measured at fair value $ — $ 70.1 $ — $ 70.1
Liabilities:
Derivative liabilities
$ — $ 3.3 $ — $ 3.3
Total liabilities measured at fair value $ — $ 3.3 $ — $ 3.3
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Fair Value Measurements at October 2, 2020
(In millions) Quoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Total
Assets:
Cash equivalents - Money market funds
$ — $ 72.9 $ — $ 72.9
Derivative assets
— 1.1 — 1.1
Total assets measured at fair value $ — $ 74.0 $ — $ 74.0
Liabilities:
Derivative liabilities $ — $ 2.1 $ — $ 2.1
Total liabilities measured at fair value $ — $ 2.1 $ — $ 2.1
8. INVENTORIES
The following table summarizes the Company’s inventories:
(In millions) April 2, 2021 October 2, 2020
Raw materials and parts
$ 167.9 $ 184.6
Work-in-process
24.7 23.9
Finished goods
55.6 63.4
Total inventories
$ 248.2 $ 271.9
As a result of the economic downturn resulting from COVID-19, during the three months ended April 2, 2021, the Company discontinued certain products and wrote-down approximately $ 3.5 million of inventory associated with these discontinued products.
9. GOODWILL AND INTANGIBLE ASSETS
The following table reflects goodwill by reportable operating segment:
(In millions) Medical Industrial Total
Balance at October 2, 2020 $ 174.4 $ 118.7 $ 293.1
Foreign currency translation adjustments 0.1 0.1 0.2
Balance at April 2, 2021 $ 174.5 $ 118.8 $ 293.3
The following table reflects the gross carrying amount and accumulated amortization of the Company’s intangible assets:
April 2, 2021 October 2, 2020
(In millions)
Gross Carrying Amount Accumulated Amortization
Net Carrying Amount Gross Carrying Amount Accumulated Amortization
Net Carrying Amount
Acquired existing technology
$ 75.1 $ ( 41.9 ) $ 33.2 $ 74.9 $ ( 37.5 ) $ 37.4
Patents, licenses and other
12.8 ( 10.3 ) 2.5 12.8 ( 9.7 ) 3.1
Customer contracts and supplier relationship
51.2 ( 27.7 ) 23.5 51.2 ( 24.2 ) 27.0
Total intangible assets
$ 139.1 $ ( 79.9 ) $ 59.2 $ 138.9 $ ( 71.4 ) $ 67.5
Amortization expense for intangible assets was $ 4.3 million and $ 4.4 million for the three months ended April 2, 2021 and April 3, 2020, respectively and $ 8.5 million and $ 8.9 million for the six months ended April 2, 2021 and April 3, 2020, respectively.
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10. BORROWINGS
The following table summarizes the Company's short-term and long-term debt:
April 2, 2021 October 2, 2020
(In millions, except for percentages) Amount Amount Contractual Interest Rate Effective Interest Rate
Current maturities of long-term debt
Other debt $ 2.9 $ 2.5
Total current maturities of long-term debt $ 2.9 $ 2.5
Non-current maturities of long-term debt:
Asset-Based Loan $ — $ —
Convertible Senior Unsecured Notes 200.0 200.0 4.0 % 10.9 %
Senior Secured Notes 300.0 300.0 7.9 % 8.2 %
Other debt 9.4 8.8
Total non-current maturities of long-term debt: $ 509.4 $ 508.8
Unamortized issuance costs and debt discounts
Unamortized discount - Convertible Notes $ ( 41.6 ) $ ( 45.5 )
Unamortized issuance costs - Convertible Notes ( 4.5 ) ( 4.9 )
Unamortized issuance costs - Senior Secured Notes ( 5.3 ) ( 5.6 )
Total $ ( 51.4 ) $ ( 56.0 )
Total debt outstanding, net $ 460.9 $ 455.3
The following table summarizes the Company's interest expense:
Three Months Ended Six Months Ended
April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Contractual interest coupon and other $ 8.0 $ 4.0 $ 15.9 $ 8.6
Amortization of debt issuance costs 0.5 0.6 1.0 1.4
Amortization of debt discounts 1.9 — 3.8 —
Total interest expense $ 10.4 $ 4.6 $ 20.7 $ 10.0
Convertible Senior Unsecured Notes
On June 9, 2020, Varex issued $ 200.0 million in aggregate principal amount of 4.00 % convertible senior unsecured notes due 2025 (“Convertible Notes”). The net proceeds from the issuance of the Convertible Notes, after deducting transaction fees and offering expense payable by the Company, were approximately $ 193.1 million. The Convertible Notes bear interest at the annual rate of 4.00 %, payable semiannually on June 01 and December 01 of each year, beginning on December 01, 2020, and will mature on June 01, 2025, unless earlier converted or repurchased by us.
Total interest expense related to the Convertible Notes for the three months ended April 2, 2021 was $ 4.2 million and was comprised of $ 2.0 million related to the contractual interest coupon and $ 2.2 million related to the amortization of the issuance costs and discount on the liability component. Total interest expense related to the Convertible Notes for the six months ended April 2, 2021 was $ 8.3 million and was comprised of $ 4.0 million related to the contractual interest coupon and $ 4.3 million related to the amortization of the issuance costs and discount on the liability component.
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Call Spread
On June 4, 2020 and June 5, 2020, in connection with the offering of the Convertible Notes, Varex entered into privately negotiated convertible note hedge transactions (collectively, the “Hedge Transactions”). The Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of Varex common stock that initially underlie the Convertible Notes. The Hedge Transactions are expected generally to reduce the potential dilution and/or offset any cash payments Varex is required to make in excess of the principal amount due upon conversion of the Convertible Notes in the event that the market price of Varex common stock is greater than the strike price of the Hedge Transactions, which was initially $ 20.81 per share (subject to adjustment under the terms of the Hedge Transactions). The strike price of $ 20.81 corresponds to the initial conversion price of the Convertible Notes. The number of shares underlying the Hedge Transactions is 9.6 million.
On June 4, 2020 and June 5, 2020, Varex also entered into privately negotiated warrant transactions (collectively, the “Warrant Transactions” and, together with the Hedge Transactions, the “Call Spread Transactions”), whereby the Company sold warrants at a higher strike price relating to the same number of shares of Varex common stock that initially underlie the Convertible Notes, subject to customary anti-dilution adjustments. The initial strike price of the warrants is $ 24.975 per share (subject to adjustment under the terms of the Warrant Transactions), which is 50 % above the last reported sale price of Varex common stock on June 4, 2020. The Warrant Transactions could have a dilutive effect to the Company's stockholders to the extent that the market price per share of Varex common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants. The number of shares underlying the Warrant Transactions is 9.6 million. The number of warrants outstanding as of April 2, 2021, was 9.6 million.
Senior Secured Notes
Varex issued $ 300.0 million aggregate principal amount of 7.875 % Senior Secured Notes due 2027 (the "Senior Secured Notes") pursuant to an indenture dated September 30, 2020, among Varex, certain of its direct or indirect wholly-owned subsidiaries as guarantors and Wells Fargo Bank, National Association as trustee and collateral agent. Interest payments are paid semiannually on April 15 and October 15 of each year, beginning on April 15, 2021.
Total interest expense related to the Senior Secured Notes for the three months ended April 2, 2021 was $ 6.1 million and was comprised of $ 5.9 million related to the contractual interest coupon and $ 0.2 million related to the amortization of issuance costs. Total interest expense related to the Senior Secured Notes for the six months ended April 2, 2021 was $ 12.1 million and was comprised of $ 11.8 million related to the contractual interest coupon and $ 0.3 million related to the amortization of issuance costs.
Asset-Based Loan
On September 30, 2020, the Company entered into a new revolving credit agreement consisting of a $ 100.0 million asset-based loan revolving credit facility (the “Asset-Based Loan”, or "ABL Facility"). Borrowings under the Asset-Based Loan will be expected to bear interest at floating rates based on LIBOR, or comparable rate, or a base rate, and an applicable margin based on Average Daily Excess Availability (as defined in the Asset-Based Loan Agreement). In addition, the Company is required to pay a quarterly commitment fee of 0.375 % to 0.5 %, based on the aggregate unused commitments under the Asset-Based Loan. The ABL Facility matures on the earlier of September 30, 2025 or 91 days prior to the maturity of the Convertible Notes, at which time all outstanding amounts under the ABL Facility will be due and payable. The aggregate commitment under our ABL Facility is $ 100.0 million; however, the borrowing base under the ABL Facility fluctuates from month-to-month depending on the amount of eligible accounts receivable, inventory, and real estate. As of April 2, 2021, no draws had been made on the ABL Facility.
The ABL Facility includes various restrictive covenants that limit our ability to engage in certain transactions, including the incurrence of debt, payment of dividends and other restrictive payments, existence of restrictions affecting subsidiaries, sales of stock and assets, certain affiliate transactions, modifications of debt documents and organizational documents, changes to line of business and fiscal year, incurrence of liens, making fundamental changes, prepayments of junior indebtedness, and certain other transactions.
11. NONCONTROLLING INTERESTS
In April 2019, a subsidiary of Varex acquired 98.2 % of the outstanding shares of common stock of Direct Conversion. The Company has subsequently acquired additional shares of Direct Conversion such that the Company now owns 98.7 % of the outstanding shares of common stock of Direct Conversion. As the Company has majority voting rights it has consolidated Direct Conversion's operations in its condensed consolidated financial statements and records the noncontrolling interest in the equity section of the Company's condensed consolidated balance sheet. Income representing the noncontrolling interest's portion of Direct
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Conversion's income from operations is included in the Company's condensed consolidated statements of operations. In April 2021, the Company acquired the remaining 1.3 % of noncontrolling interest for approximately $ 1 million.
In September 2018, the Company entered into a partnership in Saudi Arabia. The Company has majority voting rights with an approximate 75 % interest. Accordingly, the Company has consolidated the operations of the Saudi Arabia partnership in our condensed consolidated financial statements and recorded the noncontrolling interests. The noncontrolling interest related to the partner’s 25 % interest in the joint venture is included in noncontrolling interest in the equity section of the Company’s condensed consolidated balance sheet. Income representing the noncontrolling partner's share of income from operations is included in the Company's condensed consolidated statements of operations.
In April 2015, the Company acquired 73.5 % of the then outstanding shares of MeVis, a publicly traded company based in Bremen, Germany that provides image processing software and services for cancer screening. In August 2015, the Company, through one of its German subsidiaries, entered into a Domination and Profit and Loss Transfer Agreement (the “DPLTA”) with MeVis. Under the DPLTA, MeVis subordinates its management to the Company and undertakes to transfer all its annual profits and losses to the Company. In return, the DPLTA grants the noncontrolling shareholders of MeVis an annual recurring net compensation of € 0.95 per MeVis share.
At April 2, 2021, noncontrolling shareholders together held approximately 0.5 million shares of MeVis, representing 26.3 % of the outstanding shares.
Changes in noncontrolling interests were as follows:
(In millions) Noncontrolling Interest
Balance at October 2, 2020 $ 14.1
Net income attributable to noncontrolling interests 0.1
Balance at April 2, 2021 $ 14.2
12. NET INCOME (LOSS) PER SHARE
Basic income (loss) per common share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock outstanding during the reporting period. Diluted income (loss) per common share reflects the effects of potentially dilutive securities, which is computed by dividing net income (loss) by the sum of the weighted average number of common shares outstanding and dilutive common shares.
A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per common share is as follows:
Three Months Ended Six Months Ended
(In millions, except per share amounts)
April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Net income (loss) attributable to Varex $ 3.1 $ ( 1.9 ) $ ( 3.3 ) $ ( 3.2 )
Weighted average shares outstanding - basic
39.2 38.6 39.2 38.5
Dilutive effect of potential common shares
0.8 — — —
Weighted average shares outstanding - diluted
40.0 38.6 39.2 38.5
Net income (loss) per share attributable to Varex - basic
$ 0.08 $ ( 0.05 ) $ ( 0.09 ) $ ( 0.08 )
Net income (loss) per share attributable to Varex - diluted
$ 0.08 $ ( 0.05 ) $ ( 0.09 ) $ ( 0.08 )
Anti-dilutive share based awards, excluded
3.0 3.0 3.1 2.8
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Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying stock options, unvested stock awards, purchase rights granted under the employee stock purchase plan, warrants and convertible notes using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net (loss) income per share attributable to Varex when their effect is dilutive. Since we intend to settle in cash the principal outstanding under our 4.00 % Convertible Senior Notes due in 2025, we use the treasury stock method applied using our average share price during the period when calculating their potential dilutive effect, if any. Furthermore, in connection with the offerings of our notes, we entered into convertible note hedges and warrants (see Note 10, Borrowings). However, our convertible note hedges are not included when calculating potentially dilutive shares since their effect is always anti-dilutive. Warrants which have a strike price above our average share price during the period were out of the money and were not included in the tables above. Because the Company incurred a net loss for the six months ended April 2, 2021 and the three and six months ended April 3, 2020, none of the potentially dilutive common shares were included in the diluted share calculations for those periods as they would have been anti-dilutive.
13. EMPLOYEE STOCK PLANS
Share-Based Compensation Expense
Share-based compensation expense recognized in the condensed consolidated statements of operations is based on awards ultimately expected to vest. Share-based compensation expense includes expenses related to the Company’s direct employees.
The table below summarizes the effect of recording share-based compensation expense and the option component of the employee stock purchase plan shares:
Three Months Ended Six Months Ended
(In millions) April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Cost of revenues
$ 0.3 $ 0.3 $ 0.6 $ 0.6
Research and development
0.8 0.6 1.4 1.2
Selling, general and administrative
2.5 2.4 5.2 4.7
Total share-based compensation expense
$ 3.6 $ 3.3 $ 7.2 $ 6.5
Stock Option Activity
The following table summarizes the activity for stock options under Varex’s 2020 Omnibus Stock Plan, 2017 Omnibus Stock Plan, and for participation in the 2017 Employee Stock Purchase Plan for the Company’s employees:
Options Outstanding
(In thousands, except per share amounts and the remaining term) Options Price Range Weighted Average Exercise Price
Weighted Average Remaining Term (in years)
Aggregate Intrinsic Value (1)
Outstanding at October 2, 2020 2,735 $ 13.61 - $ 37.60
$ 29.23 4.5 $ —
Granted
381 $ 25.06 - $ 25.06
25.06
Canceled, expired or forfeited
( 258 ) $ 27.77 - $ 37.10
28.50
Exercised
— $ 0.00 - $ 0.00
—
Outstanding at April 2, 2021 2,858 $ 13.61 - $ 37.60
$ 28.74 5.1 $ 1,401
Exercisable at April 2, 2021 1,809 $ 25.17 - $ 37.60
$ 30.78 3.1 $ —
(1) The aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the exercise price and the closing price of Varex common stock of $ 20.88 as of April 1, 2021, the last trading date of the Company's second quarter, and which represents the amount that would have been received by the option holders had all option holders exercised their options and sold the shares received upon exercise as of that date.
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Restricted Stock Units
The following table summarizes the activity for restricted stock units under Varex’s 2020 Omnibus Stock Plan and 2017 Omnibus Stock Plan for the Company’s employees:
(In thousands, except per share amounts) Number of Shares Weighted Average Grant-Date Fair Value
Outstanding at October 2, 2020 955 $ 25.54
Granted
371 22.73
Vested
( 193 ) 33.67
Canceled or expired
( 28 ) 22.78
Outstanding at April 2, 2021 1,105 $ 23.29
14. TAXES ON INCOME
For the three months ended April 2, 2021, the Company recognized income tax expense of $ 0.0 million on $ 3.2 million of pre-tax income. For the three months ended April 3, 2020, the Company recognized income tax expense of $ 0.7 million on $ 1.1 million of pre-tax loss. For the six months ended April 2, 2021, the Company recognized income tax expense of $ 1.6 million on $ 1.5 million of pre-tax loss. For the six months ended April 3, 2020, the Company recognized income tax expense of $ 0.7 million on $ 2.3 million of pre-tax loss. The Company is unable to recognize a tax benefit for pre-tax book losses in the U.S. and certain foreign jurisdictions but has recognized tax expense for profitable foreign jurisdictions.
The Company's tax expense for the three months ended April 2, 2021 decreased, primarily due to tax credits and benefits recorded in certain foreign jurisdiction. The Company's tax expense for the six months ended April 2, 2021 increased, compared to the prior year periods, primarily due to valuation allowances in the U.S. on disallowed interest expense deductions and losses in the U.S. and certain foreign jurisdictions for which no benefit can be recorded.
The Company is maintaining its reinvestment assertion with respect to foreign earnings for the quarter ended April 2, 2021, which is that all earnings prior to fiscal year 2018 are permanently reinvested for all countries, and that all earnings for Direct Conversion, located primarily in Sweden and Finland, are also indefinitely reinvested in those countries, but post fiscal year 2017 earnings in all other countries are not permanently reinvested. Due to the level of earnings available for repatriation, the treaty benefits applicable to jurisdictions in which those earnings are located, and the now favorable U.S. tax treatment of repatriated foreign earnings, the amount of deferred tax liability recorded related to the potential repatriation is approximately $ 0.1 million. This estimated liability is for U.S. State income taxes and foreign withholding taxes that would apply if the foreign earnings were repatriated in the form of a dividend.
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), signed into law on March 27, 2020, has resulted in significant changes to the U.S. federal corporate tax law. Additionally, several state and foreign jurisdictions in which we operate have enacted legislation that complies with or is incremental to the changes included in the CARES Act. The most significant impact of the CARES Act is the ability to carry back a net operating loss for 5 years. The Company has evaluated the other provisions of the CARES Act and does not believe it will have a material effect on the Company’s business, results of operations or financial condition.
15. SEGMENT INFORMATION
The Company has two reportable operating segments: Medical and Industrial. The segments align the Company’s products and service offerings with customer use in medical and industrial markets and are consistent with how the Company’s Chief Executive Officer, who is also its CODM, evaluates the business for the allocation of resources. The CODM allocates resources to and evaluates the financial performance of each operating segment primarily based on revenues and gross profit. The operating and reportable segment structure provides alignment between business strategies and operating results.
Description of Segments
The Medical segment designs, manufactures, sells and services X-ray imaging components, including X-ray tubes, digital detectors, high voltage connectors, image-processing software and workstations, 3D reconstruction software, computer-aided diagnostic software, collimators, automatic exposure control devices, generators, heat exchangers, ionization chambers and buckys (a
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component of X-ray units that holds X-ray film cassettes). These components are used in a range of medical imaging applications including CT, mammography, oncology, cardiac, surgery, dental, and other diagnostic radiography uses.
The Industrial segment designs, develops, manufactures, sells and services X-ray imaging products for use in a number of markets, including security applications for cargo screening at ports and borders and baggage screening at airports, and nondestructive testing and inspection applications used in a number of other markets. The Company's industrial products include Linatron ® X-ray linear accelerators, X-ray tubes, digital detectors and high voltage connectors. In addition, the Company licenses proprietary image-processing and detection software designed to work with other Varex products to provide packaged sub-assembly solutions to industrial customers.
Accordingly, the following information is provided for purposes of achieving an understanding of operations, but it may not be indicative of the financial results of the reported segments were they independent organizations. In addition, comparisons of the Company’s operations to similar operations of other companies may not be meaningful.
Information related to the Company’s segments is as follows:
Three Months Ended Six Months Ended
(In millions) April 2, 2021 April 3, 2020 April 2, 2021 April 3, 2020
Revenues
Medical
$ 156.6 $ 155.4 $ 295.8 $ 311.0
Industrial
46.9 41.6 84.8 86.1
Total revenues 203.5 197.0 380.6 397.1
Gross profit
Medical
45.7 43.2 89.8 87.2
Industrial
18.9 14.4 32.0 31.5
Total gross profit 64.6 57.6 121.8 118.7
Total operating expenses
48.8 56.2 99.9 112.7
Interest and other expenses, net
( 12.6 ) ( 2.5 ) ( 23.4 ) ( 8.3 )
Income (loss) before taxes 3.2 ( 1.1 ) ( 1.5 ) ( 2.3 )
Income tax expense — 0.7 1.6 0.7
Net income (loss) 3.2 ( 1.8 ) ( 3.1 ) ( 3.0 )
Less: Net income attributable to noncontrolling interests 0.1 0.1 0.2 0.2
Net income (loss) attributable to Varex $ 3.1 $ ( 1.9 ) $ ( 3.3 ) $ ( 3.2 )
The Company does not disclose total assets by segment as this information is not provided to the CODM.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.