ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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81-3434516
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1678 S. Pioneer Road,
Salt Lake City, Utah
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84104
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(Address of principal executive offices)
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(Zip Code)
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Three Months Ended
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Six Months Ended
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||||||||||||
(In millions, except per share amounts)
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March 31, 2017
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April 1, 2016
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March 31, 2017
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April 1, 2016
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||||||||
Revenues
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$
|
154.8
|
|
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$
|
149.8
|
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$
|
312.2
|
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|
$
|
296.6
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Cost of revenues
|
97.2
|
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90.7
|
|
|
195.8
|
|
|
180.4
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||||
Gross margin
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57.6
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59.1
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116.4
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116.2
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||||
Operating expenses:
|
|
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|
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||||||
Research and development
|
14.4
|
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13.1
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27.7
|
|
|
25.6
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||||
Selling, general and administrative
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19.7
|
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|
20.8
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|
46.8
|
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|
42.9
|
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||||
Total operating expenses
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34.1
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|
|
33.9
|
|
|
74.5
|
|
|
68.5
|
|
||||
Operating earnings
|
23.5
|
|
|
25.2
|
|
|
41.9
|
|
|
47.7
|
|
||||
Interest income
|
—
|
|
|
0.1
|
|
|
0.1
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|
|
0.3
|
|
||||
Interest expense
|
(1.0
|
)
|
|
(0.5
|
)
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|
(1.6
|
)
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|
(0.8
|
)
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||||
Other income (expense), net
|
(0.1
|
)
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|
0.1
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0.3
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|
(1.1
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)
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||||
Interest and other income (expense), net
|
(1.1
|
)
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(0.3
|
)
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(1.2
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)
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|
(1.6
|
)
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||||
Earnings before taxes
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22.4
|
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|
24.9
|
|
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40.7
|
|
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46.1
|
|
||||
Taxes on earnings
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7.4
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10.1
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14.5
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17.1
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||||
Net earnings
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15.0
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|
14.8
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26.2
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29.0
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||||
Less: Net earnings attributable to noncontrolling interests
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—
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0.1
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0.1
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0.1
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||||
Net earnings attributable to Varex
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$
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15.0
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$
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14.7
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$
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26.1
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$
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28.9
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Net earnings per common share attributable to Varex
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||||||||
Basic
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$
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0.40
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$
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0.39
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$
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0.70
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$
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0.77
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Diluted
|
$
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0.40
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$
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0.39
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$
|
0.69
|
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$
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0.77
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Weighted average common shares outstanding
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||||||||
Basic
|
37.5
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37.4
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37.5
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37.4
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||||
Diluted
|
37.8
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37.7
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37.8
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37.7
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Three Months Ended
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Six Months Ended
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||||||||||||
(In millions)
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March 31, 2017
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April 1, 2016
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March 31, 2017
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April 1, 2016
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||||||||
Net earnings
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$
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15.0
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$
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14.8
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$
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26.2
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$
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29.0
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Other comprehensive earnings (loss), net of tax:
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Available-for-sale securities:
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Change in unrealized loss, net of tax benefit of $0 and $0.1 during the six months ended March 31, 2017 and April 1, 2016, respectively
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—
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—
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—
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(0.3
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)
|
||||
Reclassification adjustments, net of tax expense of $0 and ($0.2) during the six months ended March 31, 2017 and April 1, 2016, respectively
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—
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—
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—
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0.4
|
|
||||
Other comprehensive earnings, net of tax
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—
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—
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—
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0.1
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|
||||
Comprehensive earnings
|
15.0
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|
14.8
|
|
|
26.2
|
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29.1
|
|
||||
Less: Comprehensive earnings attributable to noncontrolling interests
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—
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0.1
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0.1
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0.1
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||||
Comprehensive earnings attributable to Varex
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$
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15.0
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$
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14.7
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$
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26.1
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$
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29.0
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(In millions, except share amounts)
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March 31, 2017
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September 30, 2016
|
||||
Assets
|
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Current assets:
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Cash and cash equivalents
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$
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79.6
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$
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36.5
|
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Accounts receivable, net
|
120.7
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|
122.2
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||
Inventories, net
|
212.1
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|
197.4
|
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||
Prepaid expenses and other current assets
|
12.1
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3.8
|
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||
Total current assets
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424.5
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359.9
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Property, plant and equipment, net
|
119.1
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108.9
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Goodwill
|
74.7
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74.7
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||
Intangibles assets
|
18.0
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20.7
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||
Investments in privately held companies
|
50.1
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|
49.3
|
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||
Deferred tax assets
|
—
|
|
|
5.5
|
|
||
Other assets
|
6.4
|
|
|
3.4
|
|
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Total assets
|
$
|
692.8
|
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|
$
|
622.4
|
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Liabilities, Redeemable Noncontrolling Interests and Equity
|
|
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|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
46.4
|
|
|
$
|
41.9
|
|
Accrued liabilities
|
74.3
|
|
|
23.9
|
|
||
Current maturities of long-term debt
|
15.0
|
|
|
—
|
|
||
Deferred revenues
|
10.1
|
|
|
12.0
|
|
||
Total current liabilities
|
145.8
|
|
|
77.8
|
|
||
Long-term debt
|
187.3
|
|
|
—
|
|
||
Deferred tax liabilities
|
3.7
|
|
|
3.0
|
|
||
Other long-term liabilities
|
2.2
|
|
|
5.3
|
|
||
Total liabilities
|
339.0
|
|
|
86.1
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
Redeemable noncontrolling interests
|
10.3
|
|
|
10.3
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, $.01 par value: 20,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
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Common stock, $.01 par value:
|
|
|
|
||||
Authorized shares - 150,000,000
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|
|
|
||||
Issued shares - 37,538,165 and 0
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|
||||
Outstanding shares - 37,538,165 and 0
|
0.4
|
|
|
—
|
|
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Net parent investment
|
—
|
|
|
526.0
|
|
||
Additional paid-in capital
|
333.5
|
|
|
—
|
|
||
Retained earnings
|
9.6
|
|
|
—
|
|
||
Total stockholders' equity
|
343.5
|
|
|
526.0
|
|
||
Total liabilities, redeemable noncontrolling interests and Varex stockholders' equity
|
$
|
692.8
|
|
|
$
|
622.4
|
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Net Parent Investment
|
|
Retained Earnings
|
|
Total Stockholders' Equity
|
|||||||||||||
(In millions)
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
September 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
526.0
|
|
|
$
|
—
|
|
|
$
|
526.0
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.6
|
|
|
9.6
|
|
|
26.2
|
|
|||||
Net transfers from parent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.9
|
|
|
—
|
|
|
20.9
|
|
|||||
Distribution to Varian Medical Systems
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229.7
|
)
|
|
—
|
|
|
(229.7
|
)
|
|||||
Conversion of net parent investment into common stock
|
|
37.4
|
|
|
0.4
|
|
|
333.4
|
|
|
(333.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Common stock issued upon vesting of restricted shares
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares withheld on vesting of restricted stock
|
|
(0.1
|
)
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|||||
March 31, 2017
|
|
37.5
|
|
|
$
|
0.4
|
|
|
$
|
333.5
|
|
|
$
|
—
|
|
|
$
|
9.6
|
|
|
$
|
343.5
|
|
|
Six Months Ended
|
||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
26.2
|
|
|
$
|
29.0
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||
Share-based compensation expense
|
3.6
|
|
|
4.6
|
|
||
Depreciation
|
8.5
|
|
|
4.4
|
|
||
Amortization of intangible assets
|
2.6
|
|
|
2.9
|
|
||
Deferred taxes
|
6.9
|
|
|
9.1
|
|
||
(Income) loss from equity method investments
|
(0.4
|
)
|
|
0.3
|
|
||
Other, net
|
0.6
|
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
0.3
|
|
|
(1.1
|
)
|
||
Inventories
|
(15.2
|
)
|
|
(11.5
|
)
|
||
Prepaid expenses and other assets
|
(7.8
|
)
|
|
(0.1
|
)
|
||
Accounts payable
|
7.3
|
|
|
(3.7
|
)
|
||
Accrued operating liabilities and other long-term operating liabilities
|
2.4
|
|
|
(6.9
|
)
|
||
Deferred revenues
|
(2.0
|
)
|
|
(0.1
|
)
|
||
Net cash provided by operating activities
|
33.0
|
|
|
26.9
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(6.7
|
)
|
|
(19.1
|
)
|
||
Sale of available-for-sale securities
|
—
|
|
|
8.6
|
|
||
Net cash used in investing activities
|
(6.7
|
)
|
|
(10.5
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Net transfers from parent
|
14.5
|
|
|
1.0
|
|
||
Distribution to Varian Medical Systems, Inc.
|
(200.0
|
)
|
|
—
|
|
||
Taxes related to net share settlement of equity awards
|
(1.9
|
)
|
|
—
|
|
||
Borrowings under credit agreements
|
206.0
|
|
|
—
|
|
||
Repayments of borrowing under credit agreements
|
(3.8
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
0.6
|
|
|
—
|
|
||
Other financing activities
|
0.7
|
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
16.1
|
|
|
1.0
|
|
||
Effects of exchange rate changes on cash and cash equivalents
|
0.7
|
|
|
0.1
|
|
||
Net increase in cash and cash equivalents
|
43.1
|
|
|
17.5
|
|
||
Cash and cash equivalents at beginning of period
|
36.5
|
|
|
20.6
|
|
||
Cash and cash equivalents at end of period
|
$
|
79.6
|
|
|
$
|
38.1
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
0.9
|
|
|
$
|
—
|
|
Cash paid for income tax
|
—
|
|
|
—
|
|
||
Supplemental non-cash activities:
|
|
|
|
||||
Purchases of property, plant and equipment financed through accounts payable
|
$
|
2.6
|
|
|
$
|
3.6
|
|
Transfers of property, plant and equipment from Varian Medical Systems, Inc.
|
14.7
|
|
|
—
|
|
||
Distribution payable to Varian Medical Systems, Inc.
|
27.1
|
|
|
—
|
|
||
Other non-cash transfers from parent
|
12.4
|
|
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
March 31, 2017
|
|
April 1, 2016
|
||||||||
Selling, general and administrative
|
$
|
0.5
|
|
|
$
|
8.3
|
|
|
$
|
12.4
|
|
|
$
|
19.5
|
|
Research and development
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
Interest expense, net of interest income
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
March 31, 2017
|
|
April 1, 2016
|
|
March 31, 2017
|
|
April 1, 2016
|
||||
Revenues to Toshiba Medical Systems
|
19.3
|
%
|
|
20.3
|
%
|
|
21.5
|
%
|
|
21.7
|
%
|
(In millions)
|
Fair Value Measurements at March 31, 2016
|
||||||||||||||
Type of Instruments
|
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
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
Total assets measured at fair value
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
(In millions)
|
March 31, 2017
|
|
September 30, 2016
|
||||
Raw materials and parts
|
$
|
165.3
|
|
|
$
|
150.0
|
|
Work-in-process
|
4.6
|
|
|
7.2
|
|
||
Finished goods
|
42.2
|
|
|
40.2
|
|
||
Total inventories
|
$
|
212.1
|
|
|
$
|
197.4
|
|
(In millions)
|
Medical
|
|
Industrial
|
|
Total
|
||||||
Balance at March 31, 2017
|
$
|
55.7
|
|
|
$
|
19.0
|
|
|
$
|
74.7
|
|
(In millions)
|
March 31, 2017
|
|
September 30, 2016
|
||||
Acquired existing technology
|
$
|
19.5
|
|
|
$
|
19.5
|
|
Patents, licenses and other
|
9.8
|
|
|
9.8
|
|
||
Customer contracts and supplier relationship
|
9.4
|
|
|
9.4
|
|
||
Accumulated amortization
|
(20.7
|
)
|
|
(18.0
|
)
|
||
Net carrying amount
|
$
|
18.0
|
|
|
$
|
20.7
|
|
(In millions)
|
Warranty Allowance
|
||
Accrued product warranty, September 30, 2016
|
$
|
6.9
|
|
Charged to cost of revenues
|
3.8
|
|
|
Actual product warranty expenditures
|
(5.4
|
)
|
|
Accrued product warranty, March 31, 2017
|
$
|
5.3
|
|
|
Six Months Ended
|
||
(In millions)
|
March 31, 2017
|
||
Balance at beginning of period
|
$
|
10.3
|
|
Net earnings attributable to noncontrolling interests
|
0.1
|
|
|
Other
|
(0.1
|
)
|
|
Balance at end of period
|
$
|
10.3
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
March 31, 2017
|
|
April 1, 2016
|
||||||||
Cost of revenues
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Research and development
|
0.4
|
|
|
0.4
|
|
|
0.7
|
|
|
1.7
|
|
||||
Selling, general and administrative
(1)
|
0.9
|
|
|
1.8
|
|
|
2.6
|
|
|
3.3
|
|
||||
Total share-based compensation expense
|
$
|
1.4
|
|
|
$
|
2.5
|
|
|
$
|
3.6
|
|
|
$
|
5.4
|
|
|
Options Outstanding
|
|||||||||||
(In thousands, except per share amounts and the remaining term)
|
Number of Shares
|
|
Weighted Average
Exercise Price |
|
Weighted Average Remaining Term (in years)
|
|
Aggregate Intrinsic Value (2)
|
|||||
Balance at September 30, 2016
(1)
|
1,015
|
|
|
$
|
26.14
|
|
|
|
|
|
||
Granted
|
989
|
|
|
31.08
|
|
|
|
|
|
|||
Canceled, expired or forfeited
|
(14
|
)
|
|
26.94
|
|
|
|
|
|
|||
Exercised
|
(30
|
)
|
|
18.44
|
|
|
|
|
|
|||
Balance at March 31, 2017
|
1,960
|
|
|
$
|
28.75
|
|
|
5.5
|
|
$
|
9,515
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at March 31, 2017
|
724
|
|
|
$
|
26.33
|
|
|
3.7
|
|
$
|
5,262
|
|
(In thousands, except per share amounts)
|
Number of Shares
|
|
Weighted Average
Grant-Date Fair Value |
|||
Balance at September 30, 2016
(1)
|
385
|
|
|
$
|
27.42
|
|
Granted
|
304
|
|
|
31.08
|
|
|
Vested
|
(185
|
)
|
|
27.84
|
|
|
Canceled or expired
|
(9
|
)
|
|
26.71
|
|
|
Balance at March 31, 2017
|
495
|
|
|
$
|
29.52
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
March 31, 2017
|
|
April 1, 2016
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Medical
|
$
|
125.7
|
|
|
$
|
122.3
|
|
|
$
|
257.4
|
|
|
$
|
245.0
|
|
Industrial
|
29.1
|
|
|
27.5
|
|
|
54.8
|
|
|
51.6
|
|
||||
Total revenues
|
$
|
154.8
|
|
|
$
|
149.8
|
|
|
$
|
312.2
|
|
|
$
|
296.6
|
|
Gross margin
|
|
|
|
|
|
|
|
||||||||
Medical
|
$
|
44.6
|
|
|
$
|
46.6
|
|
|
$
|
91.5
|
|
|
$
|
92.7
|
|
Industrial
|
13.0
|
|
|
12.5
|
|
|
24.9
|
|
|
23.5
|
|
||||
Total gross margin
|
$
|
57.6
|
|
|
$
|
59.1
|
|
|
$
|
116.4
|
|
|
$
|
116.2
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
March 31, 2017
|
|
April 1, 2016
|
||||||||
Americas
|
$
|
51.2
|
|
|
$
|
54.6
|
|
|
$
|
97.9
|
|
|
$
|
113.3
|
|
EMEA
|
46.9
|
|
|
47.0
|
|
|
96.2
|
|
|
89.0
|
|
||||
APAC
|
56.7
|
|
|
48.2
|
|
|
118.1
|
|
|
94.3
|
|
||||
Total revenues
|
$
|
154.8
|
|
|
$
|
149.8
|
|
|
$
|
312.2
|
|
|
$
|
296.6
|
|
(In millions)
|
March 31, 2017
|
|
September 30, 2016
|
||||
Identifiable assets
|
|
|
|
||||
Medical
|
$
|
568.1
|
|
|
$
|
481.4
|
|
Industrial
|
124.7
|
|
|
134.7
|
|
||
Total reportable segments
|
$
|
692.8
|
|
|
$
|
616.1
|
|
Unallocated corporate assets
|
—
|
|
|
6.3
|
|
||
Total combined assets
|
$
|
692.8
|
|
|
$
|
622.4
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Medical
|
$
|
125.7
|
|
|
$
|
122.3
|
|
|
$
|
3.4
|
|
|
2.8
|
%
|
Industrial
|
29.1
|
|
|
27.5
|
|
|
1.6
|
|
|
5.8
|
%
|
|||
Total revenues
|
$
|
154.8
|
|
|
$
|
149.8
|
|
|
$
|
5.0
|
|
|
3.3
|
%
|
Medical as a percentage of total revenues
|
81
|
%
|
|
82
|
%
|
|
|
|
|
|||||
Industrial as a percentage of total revenues
|
19
|
%
|
|
18
|
%
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Americas
|
$
|
51.2
|
|
|
$
|
54.6
|
|
|
$
|
(3.4
|
)
|
|
(6.2
|
)%
|
EMEA
|
46.9
|
|
|
47.0
|
|
|
(0.1
|
)
|
|
(0.2
|
)%
|
|||
APAC
|
56.7
|
|
|
48.2
|
|
|
8.5
|
|
|
17.6
|
%
|
|||
Total revenues
|
$
|
154.8
|
|
|
$
|
149.8
|
|
|
$
|
5.0
|
|
|
3.3
|
%
|
Americas as a percentage of total revenues
|
33
|
%
|
|
36
|
%
|
|
|
|
|
|||||
EMEA as a percentage of total revenues
|
30
|
%
|
|
31
|
%
|
|
|
|
|
|||||
APAC as a percentage of total revenues
|
37
|
%
|
|
32
|
%
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Medical
|
$
|
44.6
|
|
|
$
|
46.6
|
|
|
$
|
(2.0
|
)
|
|
(4.3
|
)%
|
Industrial
|
13.0
|
|
|
12.5
|
|
|
0.5
|
|
|
4.0
|
%
|
|||
Total gross margin
|
$
|
57.6
|
|
|
$
|
59.1
|
|
|
$
|
(1.5
|
)
|
|
(2.5
|
)%
|
Medical gross margin %
|
35.5
|
%
|
|
38.1
|
%
|
|
|
|
|
|||||
Industrial gross margin %
|
44.7
|
%
|
|
45.5
|
%
|
|
|
|
|
|||||
Total gross margin %
|
37.2
|
%
|
|
39.5
|
%
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Research and development
(1)
|
$
|
14.4
|
|
|
$
|
13.1
|
|
|
$
|
1.3
|
|
|
9.9
|
%
|
As a percentage of total revenues
|
9.3
|
%
|
|
8.7
|
%
|
|
|
|
|
|||||
Selling, general and administrative
(2)
|
$
|
19.7
|
|
|
$
|
20.8
|
|
|
$
|
(1.1
|
)
|
|
(5.3
|
)%
|
As a percentage of total revenues
|
12.7
|
%
|
|
13.9
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
34.1
|
|
|
$
|
33.9
|
|
|
$
|
0.2
|
|
|
0.6
|
%
|
As a percentage of total revenues
|
22.0
|
%
|
|
22.6
|
%
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Interest income
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
(100.0
|
)%
|
Interest expense
|
(1.0
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
100.0
|
%
|
|||
Other
|
(0.1
|
)
|
|
0.1
|
|
|
(0.2
|
)
|
|
(200.0
|
)%
|
|||
Interest and other income (expense), net
|
$
|
(1.1
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.8
|
)
|
|
266.7
|
%
|
|
Three Months Ended
|
||||
|
March 31, 2017
|
|
April 1, 2016
|
||
Effective tax rate
|
33.0
|
%
|
|
40.6
|
%
|
|
Six Months Ended
|
|
|
|
|
|||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Medical
|
$
|
257.4
|
|
|
$
|
245.0
|
|
|
$
|
12.4
|
|
|
5.1
|
%
|
Industrial
|
54.8
|
|
|
51.6
|
|
|
3.2
|
|
|
6.2
|
%
|
|||
Total revenues
|
$
|
312.2
|
|
|
$
|
296.6
|
|
|
$
|
15.6
|
|
|
5.3
|
%
|
Medical as a percentage of total revenues
|
82
|
%
|
|
83
|
%
|
|
|
|
|
|||||
Industrial as a percentage of total revenues
|
18
|
%
|
|
17
|
%
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Americas
|
$
|
97.9
|
|
|
$
|
113.3
|
|
|
$
|
(15.4
|
)
|
|
(13.6
|
)%
|
EMEA
|
96.2
|
|
|
89.0
|
|
|
7.2
|
|
|
8.1
|
%
|
|||
APAC
|
118.1
|
|
|
94.3
|
|
|
23.8
|
|
|
25.2
|
%
|
|||
Total revenues
|
$
|
312.2
|
|
|
$
|
296.6
|
|
|
$
|
15.6
|
|
|
5.3
|
%
|
Americas as a percentage of total revenues
|
31
|
%
|
|
38
|
%
|
|
|
|
|
|||||
EMEA as a percentage of total revenues
|
31
|
%
|
|
30
|
%
|
|
|
|
|
|||||
APAC as a percentage of total revenues
|
38
|
%
|
|
32
|
%
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Medical
|
$
|
91.5
|
|
|
$
|
92.7
|
|
|
$
|
(1.2
|
)
|
|
(1.3
|
)%
|
Industrial
|
24.9
|
|
|
23.5
|
|
|
1.4
|
|
|
6.0
|
%
|
|||
Total gross margin
|
$
|
116.4
|
|
|
$
|
116.2
|
|
|
$
|
0.2
|
|
|
0.2
|
%
|
Medical gross margin %
|
35.5
|
%
|
|
37.8
|
%
|
|
|
|
|
|||||
Industrial gross margin %
|
45.4
|
%
|
|
45.5
|
%
|
|
|
|
|
|||||
Total gross margin %
|
37.3
|
%
|
|
39.2
|
%
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Research and development
(1)
|
$
|
27.7
|
|
|
$
|
25.6
|
|
|
$
|
2.1
|
|
|
8.2
|
%
|
As a percentage of total revenues
|
8.9
|
%
|
|
8.6
|
%
|
|
|
|
|
|||||
Selling, general and administrative
(2)
|
$
|
46.8
|
|
|
$
|
42.9
|
|
|
$
|
3.9
|
|
|
9.1
|
%
|
As a percentage of total revenues
|
15.0
|
%
|
|
14.5
|
%
|
|
|
|
|
|||||
Operating expenses
|
$
|
74.5
|
|
|
$
|
68.5
|
|
|
$
|
6.0
|
|
|
8.8
|
%
|
As a percentage of total revenues
|
23.9
|
%
|
|
23.1
|
%
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|||||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Interest income
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
(0.2
|
)
|
|
(66.7
|
)%
|
Interest expense
|
(1.6
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
100.0
|
%
|
|||
Other
|
0.3
|
|
|
(1.1
|
)
|
|
1.4
|
|
|
(127.3
|
)%
|
|||
Interest and other income (expense), net
|
$
|
(1.2
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
0.4
|
|
|
(25.0
|
)%
|
|
Six Months Ended
|
||||
|
March 31, 2017
|
|
April 1, 2016
|
||
Effective tax rate
|
35.6
|
%
|
|
37.1
|
%
|
(In millions)
|
March 31, 2017
|
|
September 30, 2016
|
||||
Cash and cash equivalents
|
$
|
79.6
|
|
|
$
|
36.5
|
|
|
Six Months Ended
|
||||||
(In millions)
|
March 31, 2017
|
|
April 1, 2016
|
||||
Net cash flow provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
33.0
|
|
|
$
|
26.9
|
|
Investing activities
|
(6.7
|
)
|
|
(10.5
|
)
|
||
Financing activities
|
16.1
|
|
|
1.0
|
|
||
Effects of exchange rate changes on cash and cash equivalents
|
0.7
|
|
|
0.1
|
|
||
Net increase in cash and cash equivalents
|
$
|
43.1
|
|
|
$
|
17.5
|
|
•
|
properly identify customer needs or long-term customer demands;
|
•
|
prove the feasibility of new products;
|
•
|
limit the time required from proof of feasibility to routine production;
|
•
|
timely and efficiently comply with internal quality assurance systems and processes;
|
•
|
limit the timing and cost of regulatory approvals;
|
•
|
accurately predict and control costs associated with inventory overruns caused by the phase-in of new products and the phase-out of old products;
|
•
|
price its products competitively and profitably, which can be particularly difficult with a strong U.S. Dollar;
|
•
|
manufacture, deliver, and install its products in sufficient volumes on time and accurately predict and control costs associated with manufacturing installation, warranty, and maintenance of the products;
|
•
|
appropriately manage its supply chain;
|
•
|
manage customer acceptance and payment for products; and
|
•
|
anticipate, respond to, and compete successfully with competitors.
|
•
|
the introduction and timing of announcement of new products or product enhancements by Varex and its competitors;
|
•
|
change in its or its competitors’ pricing or discount levels;
|
•
|
changes in foreign currency exchange rates and other economic uncertainty;
|
•
|
changes in the relative portion of its revenues represented by its various products, including the relative mix between higher margin and lower-margin products;
|
•
|
changes in the relative portion of its revenues represented by its international region as a whole and by regions within the overall region, as well as by individual countries (notably, those in emerging markets);
|
•
|
fluctuation in its effective tax rate, which may or may not be known to Varex in advance;
|
•
|
the availability of economic stimulus packages or other government funding, or reductions thereof;
|
•
|
disruptions in the supply or changes in the costs of raw materials, labor, product components or transportation services;
|
•
|
changes to its organizational structure, which may result in restructuring or other charges;
|
•
|
disruptions in its operations, including its ability to manufacture products, caused by events such as earthquakes, fires, floods, terrorist attacks or the outbreak of epidemic diseases;
|
•
|
the unfavorable outcome of any litigation or administrative proceeding or inquiry, as well as ongoing costs associated with legal proceedings; and,
|
•
|
accounting changes and adoption of new accounting pronouncements.
|
•
|
requiring that a portion of Varex’s cash flow from operations be used to make interest payments on this debt, which would reduce cash flow available for other corporate purposes;
|
•
|
increasing Varex’s vulnerability to shifts in interest rates and to general adverse economic and industry conditions;
|
•
|
limiting Varex’s flexibility in planning for, or reacting to, changes in its business and the industry; and,
|
•
|
limiting Varex’s ability to borrow additional funds as needed or increasing the costs of any such borrowing.
|
•
|
currency fluctuations, and in particular the strength of the U.S. Dollar relative to many currencies, which have and may in the future adversely affect Varex’s financial results and cause some customers to delay purchasing decisions or move to in-sourcing supply or migrate to lower cost alternatives or ask for additional discounts;
|
•
|
the longer payment cycles associated with many customers located outside the United States;
|
•
|
difficulties in interpreting or enforcing agreements and collecting receivables through many foreign countries’ legal systems;
|
•
|
changes in restrictions on trade between the United States and other countries or unstable regional political and economic conditions, such as those that may result from the new U.S. administration;
|
•
|
changes in the political, regulatory, safety or economic conditions in a country or region, including as a result of the United Kingdom’s June 2016 vote and formal notice in March 2017 to leave the European Union (“Brexit”) or the change in the U.S. administration;
|
•
|
the imposition by governments of additional taxes, tariffs, global economic sanctions programs, or other restrictions on foreign trade;
|
•
|
any inability to obtain required export or import licenses or approvals;
|
•
|
failure to comply with export laws and requirements, which may result in civil or criminal penalties and restrictions on Varex’s ability to export its products, particularly its industrial linear accelerator products;
|
•
|
risks unique to the Chinese market, including import barriers and preferences for local manufacturers;
|
•
|
failure to obtain proper business licenses or other documentation or to otherwise comply with local laws and requirements regarding marketing, sales, service, or any other business Varex conducts in a foreign jurisdiction, which may result in civil or criminal penalties and restrictions on its ability to conduct business in that jurisdiction; and,
|
•
|
the possibility that it may be more difficult to protect Varex’s intellectual property in foreign countries.
|
•
|
adverse publicity affecting both Varex and its customers;
|
•
|
increased pressures from competitors;
|
•
|
investigations by governmental authorities;
|
•
|
fines, injunctions, civil penalties, and criminal prosecution;
|
•
|
partial suspension or total shutdown of production facilities or the imposition of operating restrictions;
|
•
|
increased difficulty in obtaining required clearances or approvals or losses of clearances or approvals already granted;
|
•
|
seizures or recalls of Varex products or those of its customers;
|
•
|
delays in purchasing decisions by customers or cancellation of existing orders;
|
•
|
the inability to sell Varex products; and,
|
•
|
difficulty in obtaining product liability or operating insurance at a reasonable cost, or at all.
|
•
|
difficulties in staffing and managing employee relations and foreign operations, particularly in attracting and retaining personnel qualified to design, sell, test, and support its products;
|
•
|
fluctuations in currency exchange rates;
|
•
|
difficulties in coordinating its operations globally and in maintaining uniform standards, controls, procedures, and policies across its operations;
|
•
|
difficulties in enforcing contracts and protecting intellectual property;
|
•
|
diversion of management attention;
|
•
|
imposition of burdensome governmental regulations, including changing laws and regulations with respect to collection and maintenance of personally identifiable data;
|
•
|
regional and country-specific political and economic instability, as discussed in greater detail below; and
|
•
|
inadequacy of the local infrastructure to support its operations.
|
•
|
actual or anticipated fluctuations in Varex’s operating results;
|
•
|
changes in earnings estimated by securities analysts or Varex’s ability to meet those estimates;
|
•
|
the operating and stock price performance of comparable companies;
|
•
|
changes in Varex’s stockholder base due to the separation;
|
•
|
changes to the regulatory and legal environment in which Varex operates; and,
|
•
|
domestic and worldwide economic conditions.
|
•
|
the inability of Varex’s stockholders to call a special meeting;
|
•
|
the inability of Varex’s stockholders to act without a meeting of stockholders;
|
•
|
rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;
|
•
|
the right of Varex’s board of directors to issue preferred stock without stockholder approval;
|
•
|
the division of Varex’s board of directors into three classes of directors, with each class serving a staggered three-year term, and this classified board provision could have the effect of making the replacement of incumbent directors more time-consuming and difficult, until the 2022 annual meeting of stockholders, after which directors will be elected annually;
|
•
|
a provision that stockholders may only remove directors with cause while the board is classified;
|
•
|
the ability of Varex’s directors, and not stockholders, to fill vacancies on Varex’s board of directors; and,
|
•
|
the requirement that the affirmative vote of stockholders holding at least 66 2/3% of Varex’s voting stock is required to amend certain provisions in Varex’s amended and restated certificate of incorporation (relating to the term and removal of its directors, the filling of its board vacancies, the calling of special meetings of stockholders, stockholder action by written consent, the elimination of liability of directors to the extent permitted by Delaware law and indemnification of directors and officers); provided, however, that the provisions of the amended and restated certificate of incorporation relating to the 66 2/3% voting threshold will be of no force and effect effective as of the completion of the 2021 annual meeting of stockholders, and the amended and restated certificate of incorporation may thereafter be amended by the affirmative vote of the holders of at least a majority of the outstanding voting stock.
|
•
|
the inability of the acquired business to increase product sales;
|
•
|
unfavorable customer reaction to the transaction or Varex’s products following the closing;
|
•
|
competitive factors, including technological advances attained by competitors or the decision of certain companies currently engaged in the industrial sector to compete in the medical imaging sector;
|
•
|
the failure of key markets for Varex’s products to develop to the extent or as rapidly as currently expected;
|
•
|
changes in technology that require Varex to make significant capital expenditures to develop competitive products;
|
•
|
employment laws or regulations or other limitations in foreign jurisdictions, or other operational issues, that could have an impact on the timing or amount of synergies; and
|
•
|
the failure to retain key employees.
|
•
|
consolidating and rationalizing corporate information technology, engineering and administrative infrastructures;
|
•
|
integrating product offerings;
|
•
|
coordinating sales and marketing efforts;
|
•
|
coordinating and integrating the manufacturing activities of the acquired business; and
|
•
|
coordinating and rationalizing research and development activities to enhance introduction of new products and technologies with reduced cost.
|
•
|
Prior to the separation, Varex’s business was operated by Varian as part of its broader corporate organization, rather than as an independent company. Varian or one of its affiliates performed various corporate functions for Varex such as accounting, legal, human resources, information technology, treasury, tax, facilities, research and development, insurance, and other corporate and infrastructure services. Varex’s historical financial results reflect allocations of corporate expenses from Varian for such functions and are likely to be less than the expenses Varex would have incurred had it operated as a separate publicly-traded company. Following the separation, Varex’s costs related to such functions previously performed by Varian may therefore increase.
|
•
|
Prior to the separation, Varex’s business was integrated with the other businesses of Varian. Historically, Varex has shared economies of scope and scale in costs, employees, vendor relationships, and customer relationships. Although Varex entered into a Transition Services Agreement with Varian, the arrangements provided by such agreement may not fully capture the benefits that Varex enjoyed when integrated with Varian and may result in Varex paying higher charges than in the past for these services. This could have a material and adverse effect on Varex’s results of operations and financial condition.
|
•
|
Generally, Varex’s working capital requirements and capital for its general corporate purposes, including acquisitions and capital expenditures, have historically been satisfied as part of the corporate-wide cash management policies of Varian. Following the separation, Varex may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may or may not be available and may be more costly.
|
•
|
The cost of capital for Varex’s business is expected to be higher than Varian’s cost of capital prior to the separation.
|
•
|
more effective pursuit of each company’s distinct operating priorities and strategies;
|
•
|
more efficient allocation of capital for both Varian and Varex;
|
•
|
direct access by Varex to the capital markets;
|
•
|
facilitation of incentive compensation arrangements for employees more directly tied to the performance of the relevant company’s business, and potential enhancement of employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives, while at the same time creating an independent equity structure that will facilitate Varex’s ability to effect future acquisitions utilizing Varex common stock; and
|
•
|
a distinct investment identity of Varex, allowing investors to evaluate the merits, performance, and future prospects of Varex separately from Varian.
|
•
|
was insolvent;
|
•
|
was rendered insolvent by reason of the separation and distribution;
|
•
|
had remaining assets constituting unreasonably small capital; or,
|
•
|
intended to incur, or believed it would incur, debts beyond its ability to pay these debts as they matured,
|
|
|
|
VAREX IMAGING CORPORATION
|
|
|
|
|
|
|
|
|
Date:
|
May 11, 2017
|
By:
|
/s/ CLARENCE R. VERHOEF
|
|
|
|
Clarence R. Verhoef
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Duly Authorized Officer and Principal Financial Officer)
|
Exhibit
No.
|
|
Description
|
2.1
|
|
Separation and Distribution Agreement, dated as of January 27, 2017, by and between Varian Medical Systems, Inc. (“Varian”) and the Company (incorporated by reference to Exhibit No. 2.1 to the Company’s Form 8-K Current Report filed on January 30, 2017, File No. 1-37860)
|
|
|
|
2.2*
|
|
Amendment No. 1 to Master Purchase and Sale Agreement, entered into as of January 17, 2017, by and between PerkinElmer, Inc. and Varian
|
|
|
|
2.3*
|
|
Assignment and Assumption Agreement, dated January 27, 2017, by and between Varian and the Company
|
|
|
|
2.4*
|
|
Amendment No. 2 to Master Purchase and Sale Agreement, entered into as of April 28, 2017, by and between PerkinElmer, Inc. and the Company (Pursuant to item 601(b) (2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.)
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit No. 3.1 to the Company’s Form 8-K Current Report filed on January 30, 2017, File No. 1-37860)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit No. 3.2 to the Company’s Form 8-K Current Report filed on January 30, 2017, File No. 1-37860)
|
|
|
|
10.1
|
|
Transition Services Agreement, dated as of January 27, 2017, by and between Varian and the Company (incorporated by reference to Exhibit No. 10.1 to the Company’s Form 8-K Current Report filed on January 30, 2017, File No. 1-37860)
|
|
|
|
10.2
|
|
Tax Matters Agreement, dated as of January 27, 2017, by and between Varian and the Company (incorporated by reference to Exhibit No. 10.2 to the Company’s Form 8-K Current Report filed on January 30, 2017, File No. 1-37860)
|
|
|
|
10.3
|
|
Employee Matters Agreement, dated as of January 27, 2017, by and between Varian and the Company (incorporated by reference to Exhibit No. 10.3 to the Company’s Form 8-K Current Report filed on January 30, 2017, File No. 1-37860)
|
|
|
|
10.4
|
|
Intellectual Property Matters Agreement, dated as of January 27, 2017, by and between Varian and the Company (incorporated by reference to Exhibit No. 10.4 to the Company’s Form 8-K Current Report filed on January 30, 2017, File No. 1-37860)
|
|
|
|
10.5
|
|
Trademark License Agreement, dated as of January 27, 2017, by and between Varian and the Company (incorporated by reference to Exhibit No. 10.5 to the Company’s Form 8-K Current Report filed on January 30, 2017, File No. 1-37860)
|
|
|
|
10.6
|
|
Credit Agreement, dated as of January 25, 2017, by and among Varex Imaging Corporation as Borrower, the Lenders referred to herein, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, Wells Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit No. 10.6 to the Company’s Form 8-K Current Report filed on January 30, 2017, File No. 1-37860)
|
|
|
|
10.7
|
|
Varex Imaging Corporation 2017 Omnibus Stock Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed January 27, 2017)
|
|
|
|
10.8
|
|
Varex Imaging Corporation 2017 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed January 27, 2017)
|
|
|
|
10.9
|
|
Varex Imaging Corporation Management Incentive Plan (incorporated by reference to Exhibit No. 10.9 to the Company’s Form 8-K Current Report filed on January 30, 2017, File No. 1-37860)
|
|
|
|
10.10
|
|
Form of Change in Control Agreement (incorporated by reference to Exhibit No. 10.10 to the Company’s Form 8-K Current Report filed on January 30, 2017, File No. 1-37860)
|
|
|
|
1.
|
The Amendments
|
2.
|
Miscellaneous Provisions
|
|
|
|
|
|
|
PERKINELMER, INC.
|
|
||
|
By:
|
/s/ Joel S. Goldberg
|
|
|
|
|
Name:
|
Joel S. Goldberg
|
|
|
|
Title:
|
Senior Vice President Administration, General Counsel and Secretary
|
|
|
||||
|
VARIAN MEDICAL SYSTEMS, INC.
|
|
||
|
By:
|
/s/ John W. Kuo
|
|
|
|
|
Name:
|
John W. Kuo
|
|
|
|
Title:
|
Senior Vice President, General Counsel and Corporate Secretary
|
|
|
1.
|
Assignment and Assumption.
|
a.
|
Pursuant to and in accordance with the terms and conditions of this Agreement, effective as of the Assignment Effective Time, Assignor hereby conveys, assigns, transfers and delivers to the Assignee all of its rights, obligations, title and interest in and under the Assigned Contracts.
|
b.
|
Effective as of the Assignment Effective Time, Assignee hereby accepts the conveyance, assignment, transfer and delivery of all of Assignor’s rights, obligations, title and interest in and under Assigned Contracts and hereby assumes and agrees to pay when due, perform and discharge in accordance with their terms all of the Assumed Liabilities.
|
2.
|
Benefit and Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.
|
3.
|
Further Assurances. Each of the parties hereto will execute and deliver such further instruments, transfer powers and any other documentation and will take such other actions as the other party hereto may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof.
|
4.
|
Governing Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any provisions relating to conflicts of laws.
|
5.
|
Amendments; Waivers. This Agreement and any of the provisions hereof may not be amended or modified except by a written instrument signed by all of the parties or, in the case of a waiver, by the party waiving compliance.
|
6.
|
Severability. If any provision hereof or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
|
7.
|
Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
|
8.
|
No Third Party Beneficiaries. All rights and obligations created by this Agreement are solely between the parties hereto and the parties hereto intend that there are no third party beneficiaries under this Agreement.
|
9.
|
Interpretation; Headings. Every term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any party hereto. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.
|
1.
|
Master Purchase and Sale Agreement by and between PerkinElmer, Inc. and Varian Medical Systems, Inc., dated December 21, 2016
|
2.
|
Asset Purchase Agreement among Varian Medical Systems, Inc., Thought One LLC, Radmedex LLC, Andrey V. Mishin, Galina V. Mishin, Kenneth Breur and Andrey V. Mishen, as the Representative, dated as of May 6, 2016.
|
1.
|
The Amendments
|
2.
|
Miscellaneous Provisions
|
|
|
|
|
|
|
PERKINELMER, INC.
|
|
||
|
By:
|
/s/ Joel S. Goldberg
|
|
|
|
|
Name:
|
Joel S. Goldberg
|
|
|
|
Title:
|
Senior Vice President Administration, General Counsel and Secretary
|
|
|
||||
|
|
||||
|
VAREX IMAGING CORPORATION
|
|
||
|
By:
|
/s/ Sunny Sanyal
|
|
|
|
|
Name:
|
Sunny Sanyal
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
Dated:
|
May 11, 2017
|
By:
|
/s/ Sunny S. Sanyal
|
|
|
|
Sunny S. Sanyal
|
|
|
|
President, Chief Executive Officer
|
|
|
|
|
Dated:
|
May 11, 2017
|
By:
|
/s/ Clarence R. Verhoef
|
|
|
|
Clarence R. Verhoef
|
|
|
|
Senior Vice President, Chief Financial Officer
|
|
|
|
|
1.
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
May 11, 2017
|
By:
|
/s/ Sunny S. Sanyal
|
|
|
|
Sunny S. Sanyal
|
|
|
|
President, Chief Executive Officer
|
|
|
|
|
1.
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
May 11, 2017
|
By:
|
/s/ Clarence R. Verhoef
|
|
|
|
Clarence R. Verhoef
|
|
|
|
Senior Vice President, Chief Financial Officer
|
|
|
|
|