Varex Imaging Corporation

Greetings and welcome to the VERIX Q2 fiscal year 2025 call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce you to your host, Chris Belfour, Director of Investor Relations. Thank you, Chris. You may begin.

Good afternoon and welcome to Verix Imaging Corporation's earnings conference call for the second quarter of fiscal year 2025. With me today are Sunny Sanyal, our president and CEO, and Sam Maheshwari, our CFO. Please note that the live webcast of our conference call includes a supplemental slide presentation that can be accessed at Verix's website at veriximaging.com. The webcast and supplemental slide presentation will be archived on Verix's website. To simplify our discussion, unless otherwise stated, all references to the quarter are for the second quarter of fiscal year 2025. In addition, unless otherwise stated, quarterly comparisons are made year-over-year from the second quarter of fiscal year 2025 to the second quarter of fiscal year 2024. Finally, all references to the year are to the fiscal year and not the calendar year unless otherwise stated. Please be advised that during this call, we will be making forward-looking statements, which are predictions and projections about future events. These statements are based on current information, expectations, and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. Risks relating to our business are described in our quarterly earnings release and our filings with the SEC. Additional information concerning factors that could cause actual results to materially differ from those anticipated is contained in our SEC filings, including Item 1A, Risk Factors of our Quarterly Reports on Form 10-Q and our Annual Report on Form 10-K. The information in this discussion speaks as of today's date, and we assume no obligation to update or revise the forward-looking statements in this discussion. On today's call, we will discuss certain non-GAAP financial measures These non-GAAP measures are not presented in accordance with nor are they a substitute for GAAP financial measures. We provided a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure in our earnings press release, which is posted on our website. With that, I will now turn the call over to Sonny.

Thank you, Chris. Good afternoon, everyone, and thank you for joining us for our second quarter earnings call. We continued to see strong demand in the second quarter, which resulted in revenue near the high end of our expectations. Both the medical and industrial segment delivered year-over-year revenue growth as we continued to see solid order coverage during the quarter. Gross margin of 36% in the quarter was higher than anticipated. This was primarily the result of improved volume, favorable product-sales mix, and productivity gains in both segments. Cash generation was strong, with cash from operations of $17 million in the quarter. This was driven by improved profitability and continued solid working capital management. Turning to the second quarter results, total revenue in both medical and industrial segments were up 3% year-over-year, respectively. Non-GAAP gross margin was 36%, up from 33% in the same quarter last year. Adjusted EBITDA and non-GAAP EPS in the second quarter were $34 million and 26 cents, compared to $25 million and 16 cents last year, respectively. We ended the second quarter with $226 million worth of cash, cash equivalents, and marketable securities on the balance sheet, up $13 million compared to fiscal 2024 year-end, and up $36 million year-over-year. In addition, we also have $125 million of restricted cash raised from our senior secured debt offering in December. As noted in our press release earlier today, we plan to use this restricted cash and other cash on hand to repay the outstanding principle of our convertible notes upon maturity in June. Let me give you some highlights of sales detail by modality in the quarter compared to a five-quarter average which we will refer to as the sales trend. Across both medical tubes and detectors, we continued to see strong demand in the quarter with improved mix, which drove increased profitability. Sales in our medical segment were up in the quarter, led by solid global sales of CT tubes, which were in line with their sales trend. Sales in fluoroscopy, oncology, mammography, and dental modalities were all above their respective sales trends in the quarter. Radiography was below its sales trend in the quarter. Our industrial segment continued to see strong demand. Strength in global security screening drove the sales of cargo inspection components as well as security inspection systems. We continued to see increased demand for checked baggage inspection and cargo screening at airports as well as non-destructive inspection in verticals such as aerospace and automotive. This demand drove growth in our industrial X-ray tube components product line, which continued to grow. Now let me switch gears to talk about how the current tariff environment is impacting Verix. Let me also remind you that it is a very dynamic environment, and our discussion today relates to the current tariff rates. The most pronounced impact of the tariffs for Varix as of today is due to the bilateral tariffs between the US and China. First, on the sales front, we currently expect that the 125% tariff imposed by China on the US products could negatively impact sales by about $20 million in the third quarter. This is primarily due to a pause in purchases by some of our China-based customers. Our customers typically maintain some level of inventory of our components, and some customers appear to be pushing back deliveries to buy some time to see if there could be an improvement in the tariff rates or if exemptions might become available to them. Separately, we are actively working on implementing a number of options that could reduce the impact for our customers in the near term, including pursuing commonly utilized mitigation practices and localizing more manufacturing activity in the regions. Second, on the cost side, raw materials and components sourced from global suppliers can include tariffs ranging from 10% to 145%. On an annual basis, materials imported into the US from China represent approximately 3% of total cost of goods sold. And roughly 17% of cost of goods sold is imported from the rest of the world. Our mitigation actions include passing the tariff charges to our customers, redirecting material purchases to suppliers in lower tariff countries, shifting manufacturing closer to the region of consumption, and localizing supply chain where possible. We expect the impact on our gross margins net of the mitigation efforts to be in the 150 to 200 basis point range on a go-forward basis. Separately, you may have seen reports that the China Ministry of Commerce recently initiated two investigations of medical products imported into China. One investigation relates to the impact of imports of x-ray tubes on the domestic industry and its competitiveness, and the other investigation relates to alleged sales in China of medical CT x-ray tubes and tube inserts made in the U.S. and India at prices that are less than what they are sold for in the home countries. We produce X-ray tubes for CTs in the United States, but not in India. We intend to cooperate with the investigation. Moving to some product highlights. In medical, I'm happy to note that our largest customer, Canon Medical Systems, introduced in Japan last month at the International Technical Exhibition of Medical Imaging Trade Show in Yokohama, a very innovative new CT system called Equilion RISE. which uses a CT tube made by Varix. Aquiline Rise is a whole body CT scanner and the first of its kind to be able to image a patient in multiple positions, from lying down to sitting to standing vertically, enabling detection of lesions that may not be visible in a lying down position. This type of operation requires immense mechanical sophistication and Varix's tubes have demonstrated the ability to perform under high G forces while rotating at different angles. We are proud of our partnership with Canon and our continued collaboration on new products. In photon counting, as mentioned previously, we continue to be actively engaged with large imaging OEMs to integrate our photon counting detector technology in their next generation CT systems. We have two OEMs who are active in their R&D process and others in our pipeline who are evaluating our technology. With photon counting, we have moved past the technology invention part of our development process, and now we are in our typical new platform introduction process with our OEMs, who in turn are in different stages of their new systems development. This week at the Control Trade Show in Stuttgart, Germany, which is one of the largest industrial non-destructive inspection technology conferences in the world, we are prominently showcasing our photon counting technologies for industrial imaging. A key offering is a product called Thor, which is a linear array detector for high-speed 3D imaging and inspection at the speed of production. This product is also suitable for certain medical imaging applications. I'm happy to say that we are continuing to make forward progress with driving adoption of photon counting and expect it to be a future growth driver for Varix. In our industrial segment where cargo systems is a key focus, Today we announced a new order worth $25 million to provide cargo inspection systems. This order is from an international customer for portal systems that will be used to secure sea and land ports. This order is in addition to the $14 million of orders that we announced last quarter from other international customers. As is typical for these orders, they are expected to be installed over the next 12 to 18 months. Two to three years after installing these systems, we expect to see an ongoing service revenue stream from these customers. We are seeing good traction with our offerings and continue to engage with many customers and prospects regarding new systems opportunities. In summary, we're pleased with our solid first half performance, and with the exception of China, encouraged by the demand trends across our business. While there are headwinds from the current tariff situation, we are partnering with our suppliers and customers to find ways to mitigate the impacts. Considering the mitigation efforts that we have in flight at this point, particularly in China, we're not planning any restructuring in our China business. Also, our customers have not canceled any orders in our $316 million backlog at quarter end. In addition, we remain committed to paying down our convertible debt next month. We will stay close to the evolving geopolitical situation and adjust our mitigation plans as necessary. We intend to continue to execute on our long range growth strategies that are based on innovation and cost leadership, and in parallel, continue to invest in our regional manufacturing operations and supply chain capabilities. I'd like to thank all our employees globally for their hard work and commitment in working through this challenging environment. With that, let me hand over the call to Sam.

Thanks, Sunny, and hello, everyone. Turning to the results for the quarter, our revenues in the second quarter were $213 million, above the midpoint of our guidance. Non-GAAP gross margin was 36%, and non-GAAP EPS was 26 cents, both above our expectations. Comparing the second quarter to the same period in fiscal 24, revenues increased 3%. This increase was driven by a 3% increase in both our medical and industrial segments. Medical revenues were $154 million and industrial revenues were $59 million. Medical revenues constituted 72% of total and industrial revenues were 28% of our total revenue for the quarter. Analyzing revenues by region, America saw an increase of 2% compared to the second quarter of fiscal 24. EMEA revenues were flat, while APAC increased 8% due primarily to increased sales in China. During the quarter, China sales were 15% of total sales. China sales increased 25% year-over-year and declined 11% compared to the prior quarter. Let me now cover our results on a GAAP basis. Second quarter gross margin was 36%, up approximately 400 basis points year-over-year. Operating expenses were $55 million, a decrease of $3 million compared to the second quarter of fiscal 24. Operating income was $22 million, an increase of $14 million from Q2 of fiscal 24. Net earnings were $7 million and GAAP EPS was cents per share based on fully diluted 51 million shares. Now moving on to the non-GAAP results for the quarter. Gross margin was 36%, an increase of 350 basis points year over year, primarily due to increased volume, favorable product sales mix, and productivity gains in both the segments. This was particularly the case in our medical segment, which posted a record gross margin in the quarter. R&D spending in the second quarter was $22 million, a decrease of approximately $1 million compared to the second quarter of fiscal 24, and representing 10% of revenues. Of note, R&D in the second quarter of fiscal 24 included a $1 million milestone payment for the transfer of technology from Micro X. SG&A expense was $29 million, a decrease of $3 million compared to the second quarter of fiscal 24 and representing 14% of revenues. The decrease in SG&A was primarily due to a decrease in expenses associated with one of our joint ventures. Consequently, operating expenses totaled $51 million, a decrease of $3 million, and representing 24% of revenues. Operating income was $26 million, an increase of $13 million compared to the previous year, and operating margin was 12% of revenue, up from 6% in the second quarter of fiscal 24. Tax expense in the second quarter was $3 million, or 21% of pre-tax income, compared to $2 million, or 19% in the second quarter of fiscal 24. Net earnings were $12 million, or 26 cents per diluted share, compared to 16 cents in the year-ago quarter. Average diluted shares for the quarter on a non-GAAP basis were $51 million. Now turning to the balance sheet. Accounts receivable increased by $8 million and day sales outstanding declined by six days to 62 days in the quarter. The increase in accounts receivables was largely related to the higher sales in the quarter. Inventory increased by $5 million in the second quarter and days of inventory decreased by 19 days to 190 days. The increase in inventory was primarily due to a buildup prior to the tariffs. Accounts payable increased by $5 million and days payable decreased by two days to 47 days. Now moving to debt and cash flow information. Net cash flow from operations was $17 million. We ended the quarter with cash, cash equivalents, and marketable securities of $226 million, up $36 million compared to the second quarter of the prior year, and up $7 million compared to the first quarter of 2025. The $226 million includes $205 million of cash and cash equivalents and $21 million of marketable securities. In addition to $226 million of cash, we also have $125 million of restricted cash raised through our senior secured add-on debt offering, which is currently held in a restricted account earmarked for paying down our convertible notes. As mentioned previously, we plan to repay the outstanding principal of $200 million of our convertible notes upon maturity in June. We are pleased to be able to pay off the convertible notes, which will reduce our overall debt burden and simplify our capital structure. Gross debt outstanding at the end of the quarter was $570 million, and debt net of $226 million of cash in marketable securities and $125 million of restricted cash was $219 million. Adjusted EBITDA for the quarter was $34 million or 16% of sales. Our trailing 12 months adjusted EBITDA was $103 million and our net debt leverage ratio was approximately 2.1 times adjusted EBITDA on a trailing 12 months basis. Now moving on to outlook for the third quarter. Under the current tariff environment, we see sales impact of roughly $20 million in China and gross margin impact of 150 to 200 basis points driven by increase in cost of goods sold, net of price increases to customers. In total, the lower sales and gross margin impact could result in an approximately 15 to 20 cents reduction of EPS in the third quarter. With that as the backdrop, our guidance for the third quarter is as follows. Revenues are expected between $180 and $200 million, and we are assuming that sales in China are approximately $10 million for the third quarter. Non-GAAP earnings per diluted share are expected between a $0.05 loss and $0.10 of profit. Our expectations are based on a non-GAAP gross margin of 32% to 33%. and these figures include 150 basis points impact from tariff-related costs. Non-GAAP operating expenses are expected approximately $51 million, interest and other expenses on a net basis in a range of $9 to $10 million, tax rate of about 25% for the third quarter, and non-GAAP diluted share count of about 41 million shares. With that, we'll now open the call for your questions.

Thank you. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to move your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Thank you. First question comes from the line of Young Lee with Jefferies. Please proceed.

All right, great. Thanks so much for taking the questions. I guess to start first on China, you know, Good to see that despite the really high tariff rates, some customers are still placing orders. I was wondering if you can talk a little bit about the types of orders that are still coming in, and then for the ones that paused purchases, have they given any indication for what they'll need to see before resuming purchasing? And then zooming out, any updates on potential stimulus in China as well as medical exemptions?

Hey Yang, this is Sonny. Thanks for the question. So the first one regarding orders in China, the mix of orders that we've seen continue to be similar to what what we've seen in other quarters. The key difference is that's for some of the more expensive tubes, particularly the ones that are shipped directly from the US. That's where we saw the pause. So we have orders. Good news is all the things we said previously, that is the audit was over and it would start, buying would begin again. And then we had also said that destocking was over. Those things pretty much panned out the way we had laid it out. So we started in the first two quarters, we saw upticks in order and the order intake rate was good. And so the pause that I talked about is mainly when a customer, I'll just give an illustrative example. If a customer placed an order for 300 tubes, they say, look, here's an order. It's with a firm PO, but in terms of delivery dates, give me the first 100, hold off on the next 200 until I figure out what's going on. So that's sort of the drift of what we meant by the pause. They need those tubes, the X-ray tubes are used for new systems as well as for replacements, so they need them. So that's the backdrop here. Now, we make certain products in China as well. Some of our tubes are made in China and some of our detectors are also made in China. And then we also sell industrial X-ray tubes and detectors in China. So we continue to see sort of the same Profile of orders for the deliveries were lower, and some of the industrial order volume was slightly lower.

One thing I can add there, Young, for you is that, as you know, we provide some of our products from Netherlands or Philippines or countries outside of U.S., so business from those countries into China is continuing as it is, but the business from U.S. into China, as Sunny mentioned, is on pause and the customers are trying to see, you know, they're trying to buy some time here and exhausting their inventory right now because they're hoping maybe there is a trade deal or maybe some other situation changes that makes it a little bit more affordable for them. And at the same time, we are also pursuing a number of strategies, operational strategies, in which we may be able to mitigate the impact of tariff for our customers in China, particularly a number of commonly used operational practices like a bonded warehouse or a free trade zone or stuff like that. So we are working on it at a very fast and active pace right now So that is not completed, but we are very hopeful that we are able to complete it by the end of Q3. So right now, we feel that we may be able, either through external environment change on the tariff and trade situation, or through our own individual strategies, we may be able to mitigate the impact of tariff for our customers in China. And so that is also causing a little bit of a pause for the time being. And we are hopeful of that. And besides that, we are pursuing a few other strategies, and we can talk about it, but that's specifically what's going on in China and related to the pause of buying of our product by our customers in China. Back to you, Sunny.

Yeah, and your second question, Young, was about, have you seen anything more with stimulus, any more demand being driven by stimulus? We haven't, and at this point, given everything else that's going on, it's very difficult to tease apart what is impacting what. So I frankly cannot give you any insight into whether the stimulus is working or not, anything beyond what we've said before, which is we haven't seen any direct correlation.

Okay, understood, and I really appreciate the detailed thoughts, understanding it's a very dynamic environment. In fact, tariffs might be changing next week on China, so who knows? My follow-up here is just on the $25 million cargo inspection order. It's a pretty big number, and last quarter I think you had 14 million. I think last quarter you said the 14 million takes around a year to turn to revenue. This one says 12 to 18 months. So I wanted to get a little bit of understanding about your capacity to deliver, especially if you expect to get more of these type of deals in subsequent quarters. And then just wanted to hear your thoughts about the trajectory of these types of orders going forward?

Yeah, so at this point, so first of all, we're really excited that we've been, we're getting good traction. We have been bidding on, since we launched these, our offerings, we've been actively bidding on tenders, and as these start to get into the sales process, we've been We're happy to see that we're able to be successful in these deals. In terms of what it takes to deliver, our lead times, first of all, we have our lead time, so what we need to do to build a product. And for us, those lead times are typical 120 days to 180 days. However, these systems typically involve civil works, construction, the local site, depending on the product, if it's a portal, if it's a gantry, then there's construction involved. It's a mobile, then there's really no construction. But invariably, when someone sets up this type of scanning, they have to make some changes to roadways and redirect traffic and those kinds of things. So a large part of the lead time is due to civil works and construction work. So that's the point. Depending on the profile of the projects, if there's less construction and we're adding more portals, then it can go in sooner. versus sometimes it can take a little longer. So that's why our general statement about 12 to 18 months. If it's mobile systems, then it's only our lead times, and it's the lead times for what it takes to order the trucks and the equipment. So you should expect that the lead times, the delivery times will be in that range. The first order that we, sorry, the order that we received last quarter, we've begun shipping against those, and those are We've got products built. We ship some. We're waiting for export licenses for others. They're all packed, ready to go. So from our side, at this point, with the volume of orders we've taken, manufacturing is not a rate-limiting factor. It's mostly everything else around us, from getting the export licenses lined up, getting the construction completed, and then injecting ourselves in that process. By the way, we don't do the construction work. We have local partners that handle all of the civil works.

Okay, understood. Thank you so much. Thank you, Young.

Thank you. Our next question comes from the line of Larry Solos with CGS Securities. Please proceed.

Great. Good afternoon. I joined the call a little late, so I just want a little clarity on that. So the tariffs... The $20 million in revenue is – and just to clarify, isn't the predominant revenue driver in China is tubes? I know there is a little bit of, I guess, a little remaining detectors and some industrial detectors. But I thought when we had the last round of tariffs, you got out of most of the – or not – yeah, I thought you got out of most of the stuff excluding the tubes. Is that kind of – is that directionally correct?

So a majority of our revenue in China is from tubes, and that is really CT tubes.

Okay. So these customers – go ahead. I'm sorry.

No, go ahead. Go ahead, Larry. Go ahead.

No, I was just going to say, because I thought those tube customers really don't have a – at least in the short term, don't really have a choice. And maybe they don't, and they're just not – like, they're not – it doesn't sound like they're ordering from a competitor, but – they're just delaying for the inevitable or they're hoping something will be resolved before they have to buy again. But if there's no resolution to the tariffs, let's say in six months from now or what have you, and nothing has changed, and they need replacement tubes, never mind growth and new machines, which I thought you'd get that too, but on the replacement side, don't they have to come to you, right? Or is there an opportunity to, can you actually lose share?

So on the high-end CT tubes, Larry, that is correct. There's no, they'll have to come to us, at least in the foreseeable future and the near term. What's happening currently is, I don't know if you missed this part in my script.

Yeah, I did.

The customers are, even though they've placed orders, they put a pause waiting because they're trying different things on their end as well. First of all, most of our customers carry a certain amount of inventory. They carry anywhere between 60, 90 days worth of inventory. So they can leave that down for some time while they're biding time to see if they're also lobbying their local governments for exemptions. They're also trying to figure out, working with us to figure out how alternate ways of getting products to them might work. We, as you know, we make, we're able to make certain tubes in China and get made in China designation for them. And those, you know, when we do that, we ship parts and those parts have lower value and they come into the country with, even though the tariff rate is the same, the tariff exposure is lower. So some of the tubes that we don't make there, we're now also accelerating the process of making their So our customers have many choices. They know that we've given them roadmaps and they know some of these are coming. Then on top of that, as they look at the trade discussions that are all the buzz around what might be happening, what could be happening, they're all waiting to see if time is, they feel like time is on their side. They'd rather, if they can pause and delay a little bit, they're better off doing that. They're buying what they absolutely need. And that's what they're doing right now. Absolutely need as in, If they've depleted their inventory, field inventory, then they need to replenish that. That's what they're doing. But if they have inventory, they're just holding off. Now, we haven't stopped producing. Since we have frame orders from them, we haven't stopped producing. So we will make those. And when they ask for shipment dates, we will resume shipments.

So it doesn't sound like – so the China revenue is basically essentially going from approximately 15% to about 5%. if everything else was all LSU equal, plus or minus. But it doesn't feel like that whole, that, you know, reduction of two-thirds of China revenue sounds like some of it, you know, there's a, do you think it's temporary or a lot of it will come back because of several different things, reasons, right? Whether it be customers are just delaying for, you know, eventually they have to come to you or some of these mitigation efforts are on your behalf. I guess, right?

Yeah. That's correct, Larry, in the sense that the Q3 impact, we are viewing it as temporary, and it's clearly temporary. And we are continuing on our side a number of initiatives, so there can be a number of initiatives on our side, as well as there might be a beneficial macro environment that might happen which may reduce the burden for the customer. But we are clearly expecting this two-thirds loss of revenue in China as temporary. And I believe, hopefully, by the time Q4 begins around, we are able to recover this. So clearly, modeling Q3 as the basis for next four quarters, I would think that that would be a mistake at this point.

Sure. And is there an opportunity without trade resolution that a year from now that this will be an impact but maybe not, certainly not as significant, but do you think it could still be, do you think you could actually mitigate the majority of it?

That's the direction we are working towards. That's the direction we are working towards through operational strategies like localizing more you know, qualifying more local supply chain as well as local manufacturing. And then on top of that, we are also working on, you know, bonded warehouse or free trade zone type of a situation. And so we are working on all of these. And our focus is to essentially mitigate a lot of this for our China customers. And other than tariffs, there is no issue. China was recovering very well for us. You can see in this last quarter compared to a year ago quarter, China recovered very well for us. So the demand was there, is there. It's just that different customers are trying different things to just kind of get away from this, what we are calling a temporary burden. And we are very actively pursuing a few strategies to reduce this burden, mostly based on our own efforts and with the help of our customers working with us.

Okay. And then just as an aside, I'm sure you guys saw this anti-dumping story in the media a few weeks back related to China and tubes and stuff like that. doesn't seem to have had any impact, or can you comment on that at all?

That investigation hasn't had an impact on our sales side in China. That investigation is, there are two parts to it. One is a general industry investigation of competitiveness, market competitiveness of X-ray tubes and how foreign-made, U.S. and India-made tubes by everyone is impacting the local industry. That's one part of the investigation. And by the way, this investigation is going to continue somewhere between 12 and 18 months. Initially, they announced 12 months, but it can take 18 months. So this will be ongoing. And the second one is pricing related, which is the allegation that was made by one of the startup type companies was that some tubes that are made in India and the United States are being sold at prices, you know, the word dumping implies that it's being sold at prices lower than what they sell for in their home countries, in the home countries. And we don't make tubes in India. We make tubes. So it can't be you. And we make CT tubes in the U.S., but, you know, vast majority of our CT OEM customers are outside the U.S., So anyway, we are named in it, so we're collaborating and we will, I mean, we're definitely, we will comply.

Okay. No, that's, that'll make sense. Okay. Last question, I guess. I know a lot's been made on China, but of course it's only like 15% of your business, but I guess when it goes down this dramatically, but how's just overall trends outside of China? OEM trends, I know we're improving. I don't know if you touched on that coming in at the beginning of the call that I missed, but Unfortunately, it looks like it's, at least in the short term, going to get overshadowed, but the thing is continuing to sort of improve outside of China. Is there any other tariff impact you expect other than this that you talked about?

In this phase, there's a pause. What we saw in Q2 was that there was broad-based strength, both in medical and industrial, and then we saw many modalities which had been either down or flattish previously, oncology, fluoroscopy, they were recovering. So we saw positive effect. And so that was driven by demand. While the backlog has grown, as you know, it's not necessarily an indicator of strength for us. We look at the order intake rate. Throughout Q1 and Q2, we saw order intake rates going up. Industrial remained strong. It continued to be strong, and we saw a lot of new orders. So really, at this point, it comes down to it's really China for us at this point. That's fair.

Okay. All right. Well, at least hopefully we can get some resolution there. It sounds like you do have a lot of positives, too. All right. I'll leave it at that. I appreciate it. Thanks.

Thank you. Thank you, Larry.

Thank you. Our next question comes from the line of Suraj Kalia with Oppenheimer. Please proceed.

Hi, Sonny and Sam. This is Seamus on for Suraj. Congrats on the strong quarter.

Thank you.

Thanks. I guess to start, obviously all the focus is on China and you guys are trying to mitigate supply chains and whatnot, but Any updates you can give on the India plan? And I guess, is there any chance that you guys could accelerate some spend to kind of get that up and running sooner and kind of utilize that pathway to mitigate some of these tariff impacts?

Yes. So our India activities and projects, they are proceeding as per our plan. And you are absolutely right, Seamus, that We are looking at that or that operational flexibility in the factories that we are bringing up there that we can accelerate some of that to help mitigate some of these tariff related situations. We are also accelerating qualifying suppliers from India so that that can also help us in terms of reducing our costs of procurement as well as localizing more over there. So definitely a tool in the toolkit, so to say, here, and puts us in a better place from a regionalization and tariff mitigation perspective.

Got it. Appreciate that. Just kind of piggybacking slightly on a previous question, I guess, can you kind of speak to the current environment you're seeing, like the trends you're starting to see in You know, the sale in April and obviously the beginning of May. You know, I guess kind of putting some things together, you guys noted a 150 to 200 basis point impact to your gross margin because of tariffs. Are you guys passing on costs to customers due to the increased cost of goods sold? And are you seeing any customer wariness because of that? You know, are they accepting prices? Just anything you can talk to there would be much appreciated. Thank you for taking our question.

Yes. So our plan is to pass along the tariff costs to our customers as tariff charges or price hikes, as any which way you want to, one may say. So that is our plan. We have been working on it in terms of figuring all of that out through our ERP system and everything else. We have started to charge our customers already for the tariffs for which we are, the tariffs that we are experiencing in the last week or so. So essentially that is our strategy is to pass tariff dollars to our customers. One thing I would say is that we, our plan is to not do markups on the tariff. We are basically looking at tariff dollars and then charge it to our customers. So charge the customers what we pay in terms of tariffs. So we are working with our customers. With some of our large customers, we are having a back-and-forth type of a discussion as we speak, but that is our strategy in terms of passing the tariffs to our customers.

Thank you.

Thanks.

Thank you. Our next question comes from James Sudati with Sudati & Company. Please proceed.

Well, hey, guys, this is Alex on for Jim. Thanks for taking questions. Yeah, I don't have Jim in the flat. Yeah. I know we've, you know, we've covered China and the tariffs fairly well. I just had one quick follow up on the industrials business. Is there an impact to tariffs that you're anticipating? I know it's, you know, smaller than the medical business in China.

Yes, there is definitely an impact of tariffs on industrial business also. In industrial business, we sell industrial detectors, industrial tubes, linear accelerators, and, of course, we talked about cargo systems. So in all of those products and in their production and raw material sourcing, something or the other that we are buying from vendors outside of the United States. So there is an impact of that in terms of cost side of the equation. Our sales of industrial products into China is very, very small. So the China tariffs onto U.S. goods is not at all a major area of discussion for us. But on the cost side, product coming in from Germany, Austria, UK, et cetera, coming into the U.S. is definitely there, and it increases our costs. And there also our plan is to pass costs related to these tariffs to our customers.

Great. Thank you for the context. And are you hearing anything, you know, you've mentioned some of the local lobbying efforts, you know, Do you think that's more likely to result in exemptions on the medical side or no sort of preferences on either side yet?

No, it's to be determined. Our customers in China don't have an indication whether they will get exemptions or not. There have been exemptions given to several different industries and categories of products. Unlike in the U.S., where it's openly announced, I think these are kind of more subtle. But at this point in time, the x-ray CT products are not in that list yet. But our customers, they've received exemptions in the past, and they're certainly going to try. And they are doing that.

Understood. One more from us. I know you spoke about using cash towards those convertible notes. Could you talk a little bit about how you anticipate annual net interest expense falling out after paying down those notes?

Sure. So annual interest expense, once the convertible notes are paid out, they are going to be in the $29 million range, $30 million range. on a go-forward annualized basis interest expense. Our debt would be close to $370 million once we pay down the convertible notes.

Great. Thank you again for taking questions.

Thanks, Alex.

Thank you. Our next question comes from the line of Anderson Shook with B Riley Securities. Please proceed.

Hi, this is Brendan Carnion for Anderson. Thanks for taking our questions. I just wanted to know, if we get any near-term relief on the tariffs, would you expect that to have an immediate impact on your China outlook, or would that take some time to ramp back up?

I think we should see, if it's near-term, as in gives us enough time in the quarter to get product back to customers, we could see some pretty immediate pull-in, so to say. And that's why I made a comment earlier. We haven't stopped production. Production's moving on. We're making sure that we are preparing ourselves to be able to pivot. Now, if that happens the last two weeks of the quarter, then we'll be out of luck. But if it happens, let's say, in the next two weeks and that still gives us all of June, we'll be able to pull some in. But we've lost a month, right? So that's hard to recover from.

Right. Okay. And then it sounds to me like just given, you know, the assumption that the current levels stay where they're at, the mitigations kind of come into play in the next few quarters and you expect to ramp up anyway off of that $10 million number. I'm wondering how the cadence on that is going to be. Is it going to be more towards the back half of the fiscal year, or is it going to be more evenly spaced, the recovery there?

So, Brendan, there are two ways to answer your question. One is based on our own efforts in which we are making some operational strategies so that the tariff burden on the customer in China is If we are successful in terms of executing as per our plan, then we are expecting that to be completed by the end of Q3. Obviously, there is still some steps to do, and not everything can be pinpointed with 100% accuracy in terms of looking into the future here, but there can be some plus minus in terms of a few weeks on that window. But that's what we are working on. So if such a thing happens, and provided there is no other impact on the macro side in China or anywhere else, then we should see recovery starting from Q4. So that's one way to look at it. The other way to look at it is that we are not successful and then we are trying some other strategies. We have a plan A and a plan B. In our plan B, it might take into the following quarter So that way, that strategy may play out in that regard. And while we are talking all of the strategies that we are pursuing, the broader world keeps on moving, right, in terms of the macro situation, et cetera. So it's hard to pinpoint, but hopefully this color gives you an idea about how we are going about it.

All right, that's very helpful. Thanks. And then maybe just turning again to the inspection business, it's great to see the $25 million order this quarter. I think you mentioned in the past that you expect that business to be margin accretive once it gets to $10 million to $15 million per quarter. With the $14 million last quarter and the $25 million this quarter, do you have any update on timelines and when you expect to reach that $10 million to $15 million level?

So I just want to highlight that those are orders. Those orders, so for example, the $25 million is related to a number of machines or number of units. And these units are going to ship at some sort of a cadence, call it one unit a quarter, two units a quarter. And there is also a lead time before we begin to ship them. So there is still some time in the sense we may begin to see, say, in the coming quarter, a million dollars of revenue from it, and in the following quarter, two or three million dollars of revenue from it, even though the backlog would say 25 and 14 million or so, say it's close to 40 million in backlog, but it's going to take its time. And the margin accretiveness of that business comes into play when sufficient number of machines have shipped and they have been in the field for 18 months or so so that they go from warranty into what we call service contract or billable service or time and material service. So we are still quite some time away from that side of the business becoming margin accretive. I would say we are at least two years away.

Gotcha, thanks, that's helpful. Yeah, thanks for taking our question.

Thank you, Brandon. Thank you.

Thank you. Our next question comes from the line of Salute Prasad with Marshall Waite. Please proceed.

Hey, guys. Thank you for taking my question. So three questions I have. So the 150 to 250 basis points gross margin impact that you talked about, How much of that is from countries excluding China, and how much is China? I'm just trying to figure out if China tariffs go down to 50% next week or something like that, and other countries over time go up to 20%. Does your gross margin impact go up or down?

Sure. So I don't have that math right away, but you can get to that math. We said that 17% of our cost of goods sold comes from vendors outside of U.S. ex-China. And 3% of cost of goods comes from vendors in China into the U.S. So you can see, you can do that math. Then the second piece, the piece that we did talk about, but mostly in qualitative manner, is that we are planning to pass the tariff increases that we receive from our vendors in terms of import duties that we pay to the government here to pass it on to the customers. So in one way, we are not marking up the tariffs, but we are planning to charge the tariff dollars from our suppliers or from our importation basis over to our customers. So because there's no markup, there is an impact on gross margin. But I know I'm giving you some math, not the 100% math, but this is what we are able to share at this point.

Oh, that's very helpful. And that kind of gives me my answer that the ex-China tariffs are more important for your gross margin impact than the China tariffs. And then the orders that obviously are paused at this moment on the retaliatory tariffs, Assuming that there are some element of retaliatory tariffs that remain, let's just say 50% instead of 125%, how will that be shared between your Chinese customer and you? Or should we be thinking about a similar sort of absorption on your end as you are thinking on the US side?

So from an economic perspective, that obviously reduces the burden on our customers as the tariff rate by China onto the U.S. products reduces. Because this is mostly a theoretical question at this point, we don't have a very specific answer. But I would just say broadly that our cadence and our position right now with all of our customers is that we are going to pass the tariffs on to our customers to the best of our ability, and right now we are targeting to pass near all of the tariffs to our customers. So in your question, there will be a point at which it would not make sense for our customers to pay that type of tariff and buy our product. So in that situation, sales might get impacted, and we are cognizant of that, And that's why we are trying to localize manufacturing and come up with manufacturing strategies that we significantly, significantly reduce the tariff burden on our customers so that they can pay these tariff dollars to us so that we are unimpacted and the impact on our customers is minuscule or small or something that they can absorb quite easily. Okay. Got it. Okay. That's our thought process, at least at this time.

Got it. And my last question, you disclosed in the 10Q that the X-ray tube sales into China are roughly 10% of your sales, on which obviously there's that MOFCOM investigation. Is that 10% all of that coming from U.S.? Is that right? Yes.

So our sales to China as a company are about 15 to 17%. Tubes are not all, tubes and we sell detectors and tubes and a few other industrial products into China. Roughly what we sell from US into China and then what we produce in China and Other countries in the world into China is 50-50. So U.S. into China is 50% of our overall China sales. I would say roughly 40% is made in China and 10% is from Europe or Philippines or whatnot into China.

Got it. Okay. Okay. This is very helpful. Thank you very much.

Thank you.

Thank you.

There are no further questions at this time. I'd like to pass the call back over to Chris for any closing remarks.

Thank you for your questions and participating in our earnings conference call today. The webcast and supplemental slide presentation will be archived on our website. A replay of the quarterly conference call will be available through May 22nd and can be accessed at veriximaging.com forward slash investor relations. Thank you and goodbye.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.