0001681622false1678 S. Pioneer RoadSalt Lake CityUtah8410400016816222023-08-012023-08-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  ___________________________________
FORM 8-K
 ___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2023
  ___________________________________
VAREX IMAGING CORPORATION
(Exact name of registrant as specified in its charter)
 ___________________________________
Delaware
001-37860
81-3434516
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
1678 S. Pioneer Road, Salt Lake City, Utah
84104
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (801) 972-5000
Not Applicable
(Former name or former address, if changed since last report)
 ___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockVREXThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b - 2 of the Securities Exchange Act of 1934. Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02Results of Operations and Financial Condition

    On August 1, 2023, Varex Imaging Corporation (the “Company”) issued a press release announcing its preliminary results of operations for the three and nine months ended June 30, 2023 entitled: “Varex Announces Financial Results for Third Quarter Fiscal Year 2023.” A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference into this item.

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

Item 9.01Financial Statements and Exhibits
    (d)     Exhibits

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




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VAREX IMAGING CORPORATION
Dated: August 1, 2023
By:/s/ Kimberley E. Honeysett
Kimberley E. Honeysett
Chief Legal Officer, General Counsel, and Corporate Secretary


Exhibit 99.1
image0a26a.jpg    
image1a26a.jpg

VAREX ANNOUNCES FINANCIAL RESULTS FOR
THIRD QUARTER FISCAL YEAR 2023

SALT LAKE CITY, August 1, 2023 – Varex Imaging Corporation (Nasdaq: VREX) today announced its unaudited financial results for the third quarter of fiscal year 2023.

3QFY23 Summary
•Revenues $232 million
•GAAP gross margin 33% | Non-GAAP gross margin* 34%
•GAAP operating margin 10% | Non-GAAP operating margin* 13%
•GAAP net earnings $0.21 per diluted share | Non-GAAP net earnings* $0.37 per diluted share
•Cash flow from operations $38 million

“We are pleased to report another solid quarter, with revenues reaching $232 million in the third quarter of fiscal 2023, a new quarterly record for Varex, and non-GAAP gross margin of 34% exceeding our expectations. These results were helped by the continued strength in our Industrial segment.” said Sunny Sanyal, Chief Executive Officer of Varex. Sanyal added, “Our efforts to reduce inventory levels coupled with profitability resulted in an increase in overall cash position by $30 million in the quarter."

Varex’s revenue of $232 million was up 2% sequentially and 8% year-over-year. Medical segment revenue of $175 million was up 1% sequentially and 5% year-over-year. Industrial segment revenue of $57 million was up 5% sequentially and 20% year-over-year. Non-GAAP gross margin was 34% in the quarter compared to 33% in the second quarter of fiscal year 2023 and non-GAAP EPS increased to $0.37 from $0.26 in the second quarter.

Balance Sheet & Cash Flow
Cash flow from operations was $38 million in the third quarter of fiscal year 2023, due primarily to improved earnings and a reduction in inventory. Cash, cash equivalents, marketable securities and CDs increased $30 million sequentially to $152 million at the end of the third quarter.

Outlook
The following guidance is provided for the fourth quarter of fiscal year 2023:

•Revenues are expected to be between $220 million and $240 million
•Non-GAAP net earnings per diluted share is expected to be between $0.20 and $0.40

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

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

    





Conference Call Information
Varex will conduct its earnings conference call for the third quarter of fiscal year 2023 today at 3:00 p.m. Mountain Time. The conference call, including a supplemental slide presentation, will be webcast live and can be accessed at Varex’s website at www.vareximaging.com/investor-relations. Access will also be available by dialing 877-524-8416 from anywhere in the U.S. or by dialing 412-902-1028 from non-U.S. locations. The webcast and supplemental slide presentation will be archived on Varex’s website at www.vareximaging.com/financial-reports. A replay of the call will be available from today through August 15th at 877-660-6853 from anywhere in the U.S. or 201-612-7415 from non-U.S. locations. The replay access code is 13739792. The listen-only webcast link is: https://event.choruscall.com/mediaframe/webcast.html?webcastid=AmdkMU2w

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

Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements concerning unaudited financial results; supply chain diversification activities; industry or market outlook; customer demand and revenue trends; revenues, product volumes, or other expected future financial results or performance; and any statements using the terms “believe,” “expect,” “intend,” “outlook,” “future,” “anticipate,” “will,” “could,” “estimate,” “guidance,” or similar statements are forward-looking statements that involve risks and uncertainties that could cause Varex’s actual results to differ materially from those anticipated. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. Such risks and uncertainties include supply chain and logistical challenges; price increases from suppliers and service providers, inflation generally and expense management; shifts in product mix; the continued impact of tariffs or a global trade war on Varex’s products and customer purchasing patterns; global economic conditions and political conditions globally or regionally, including any impact due to armed conflicts (such as the conflict between Russia and Ukraine as well as governmental sanctions imposed in response and increasing tensions between China and Taiwan); demand for and delays in delivery of products of Varex or its customers; litigation costs; Varex’s ability to develop, commercialize and deploy new products; the impact of reduced or limited demand by purchasers of certain X-ray products; the impact of competitive products and pricing; and the other risks listed from time to time in our filings with the U.S. Securities and Exchange Commission, which by this reference are incorporated herein. Any forward-looking statements made by us in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Varex assumes no obligation to update or revise the forward-looking statements in this release because of new information, future events, or otherwise.

Varex has not filed its Form 10-Q for the third quarter of fiscal year 2023. All financial results described here should be considered preliminary and are subject to change to reflect any necessary adjustments or changes in accounting estimates that are identified prior to the time Varex files its Form 10-Q.

    


# # #




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

    


VAREX IMAGING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months EndedNine Months Ended
(In millions, except for per share amounts)June 30, 2023July 1, 2022June 30, 2023July 1, 2022
Revenues, net
Medical$175.4 $167.1 $509.6 $493.2 
Industrial56.8 47.4 156.4 134.8 
Total revenues232.2 214.5 666.0 628.0 
Gross profit
Medical54.7 54.3 152.7 153.7 
Industrial21.6 19.1 59.6 55.3 
Total gross profit76.3 73.4 212.3 209.0 
Operating expenses:
Research and development20.0 20.2 63.0 56.8 
Selling, general and administrative32.1 30.2 96.5 88.6 
Total operating expenses52.1 50.4 159.5 145.4 
Operating income24.2 23.0 52.8 63.6 
Interest income0.9 0.1 2.1 0.2 
Interest expense(7.3)(9.4)(22.1)(30.4)
Other expense, net(0.7)(0.2)(2.5)(3.0)
Interest and other expense, net(7.1)(9.5)(22.5)(33.2)
Income before taxes17.1 13.5 30.3 30.4 
Income tax expense7.9 5.1 13.6 12.8 
Net income9.2 8.4 16.7 17.6 
Less: Net income attributable to noncontrolling interests0.1 0.2 0.4 0.4 
Net income attributable to Varex$9.1 $8.2 $16.3 $17.2 
Net income per common share attributable to Varex
Basic$0.23 $0.21 $0.41 $0.43 
Diluted$0.21 $0.20 $0.40 $0.41 
Weighted average common shares outstanding
Basic40.4 39.9 40.2 39.7 
Diluted50.4 40.5 40.6 41.9 

    


VAREX IMAGING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

(In millions, except share and per share amounts)
June 30, 2023September 30, 2022
Assets
Current assets:
Cash and cash equivalents$118.5 $89.4 
Accounts receivable, net of allowance for credit losses of $0.6 million and $0.6 million at June 30, 2023 and September 30, 2022, respectively163.3 173.3 
Inventories297.7 303.2 
Prepaid expenses and other current assets
59.0 44.0 
Total current assets638.5 609.9 
Property, plant, and equipment, net142.0 141.3 
Goodwill289.2 284.5 
Intangible assets, net25.5 33.6 
Investments in privately-held companies46.8 46.4 
Deferred tax assets2.8 2.3 
Operating lease assets28.7 23.2 
Other assets38.2 43.2 
Total assets$1,211.7 $1,184.4 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable
$74.6 $78.2 
Accrued liabilities and other current liabilities
67.9 81.4 
Current operating lease liabilities
3.4 4.0 
Current maturities of long-term debt
1.8 2.1 
Deferred revenues
10.9 7.4 
Total current liabilities158.6 173.1 
Long-term debt, net441.1 412.3 
Deferred tax liabilities— 0.5 
Operating lease liabilities23.4 18.0 
Other long-term liabilities43.7 33.8 
Total liabilities666.8 637.7 
Stockholders' equity:
Preferred stock, $.01 par value: 20,000,000 shares authorized, none issued— — 
Common stock, $.01 par value: 150,000,000 shares authorized
Shares issued and outstanding: 40,387,511 and 40,085,126 at June 30, 2023 and September 30, 2022, respectively.0.4 0.4 
Additional paid-in capital444.9 469.1 
Accumulated other comprehensive (loss) income(0.3)0.1 
Retained earnings86.5 63.8 
Total Varex stockholders' equity531.5 533.4 
Noncontrolling interests13.4 13.3 
Total stockholders' equity544.9 546.7 
Total liabilities and stockholders' equity$1,211.7 $1,184.4 
    


VAREX IMAGING CORPORATION
RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES
(Unaudited)
Three Months EndedNine Months Ended
(In millions, except per share amounts)June 30, 2023July 1, 2022June 30, 2023July 1, 2022
GROSS PROFIT RECONCILIATION
Revenues, net$232.2 $214.5 $666.0 $628.0 
Gross profit76.3 73.4 212.3 209.0 
Amortization of intangible assets 1.8 1.9 5.4 5.5 
Non-GAAP gross profit$78.1 $75.3 $217.7 $214.5 
Gross margin %32.9 %34.2 %31.9 %33.3 %
Non-GAAP gross margin % 33.6 %35.1 %32.7 %34.2 %
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE RECONCILIATION
Selling, general and administrative$32.1 $30.2 $96.5 $88.6 
Amortization of intangible assets1.6 1.9 4.8 5.7 
Restructuring charges0.7 1.3 2.2 5.6 
Other non-operational costs0.8 0.1 4.6 2.0 
Non-GAAP selling, general and administrative expense$29.0 $26.9 $84.9 $75.3 
OPERATING EXPENSE RECONCILIATION
Total operating expenses$52.1 $50.4 $159.5 $145.4 
Amortization of intangible assets1.6 1.9 4.8 5.7 
Restructuring charges0.7 1.3 2.2 5.6 
Other non-operational costs0.8 0.1 4.6 2.0 
Non-GAAP operating expense$49.0 $47.1 $147.9 $132.1 
    


VAREX IMAGING CORPORATION
RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES
(Unaudited)
Three Months EndedNine Months Ended
(In millions, except per share amounts)June 30, 2023July 1, 2022June 30, 2023July 1, 2022
OPERATING INCOME RECONCILIATION
Operating income$24.2 $23.0 $52.8 $63.6 
Amortization of intangible assets (includes amortization impacts to cost of revenues)3.4 3.8 10.2 11.2 
Restructuring charges (includes restructuring impact to cost of revenues)0.7 1.3 2.2 5.6 
Other non-operational costs (includes other non-operational impacts to cost of revenues)0.8 0.1 4.6 2.0 
Total operating income adjustments4.9 5.2 17.0 18.8 
Non-GAAP operating income$29.1 $28.2 $69.8 $82.4 
Operating margin10.4 %10.7 %7.9 %10.1 %
Non-GAAP operating margin12.5 %13.1 %10.5 %13.1 %
INCOME BEFORE TAXES RECONCILIATION
Income before taxes$17.1 $13.5 $30.3 $30.4 
Total operating income adjustments4.9 5.2 17.0 18.8 
Convertible notes non-cash interest expense— 2.2 — 6.5 
Other non-operational costs— — — 1.2 
Total income before tax adjustments4.9 7.4 17.0 26.5 
Non-GAAP income before taxes$22.0 $20.9 $47.3 $56.9 
INCOME TAX EXPENSE RECONCILIATION
Income tax expense$7.9 $5.1 $13.6 $12.8 
Tax effect on non-GAAP adjustments3.4 (0.8)3.3 (3.4)
Non-GAAP income tax expense$4.5 $5.9 $10.3 $16.2 
    


VAREX IMAGING CORPORATION
RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES
(Unaudited)
Three Months EndedNine Months Ended
(In millions, except per share amounts)June 30, 2023July 1, 2022June 30, 2023July 1, 2022
NET INCOME AND DILUTED NET INCOME PER SHARE RECONCILIATION
Net income attributable to Varex$9.1 $8.2 $16.3 $17.2 
Total earnings before taxes adjustments4.9 7.4 17.0 26.5 
Effective tax rate on non-GAAP adjustments(69.4)%10.8 %(19.4)%12.8 %
Tax effect on non-GAAP adjustments3.4 (0.8)3.3 (3.4)
Non-GAAP net income17.4 14.8 36.6 40.3 
Interest expense on Convertible Notes, net of tax1.4 — — — 
Diluted Non-GAAP net income18.8 14.8 36.6 40.3 
Diluted net income per share 0.21 0.20 0.40 0.41 
Non-GAAP diluted net income per share$0.37 $0.37 $0.90 $1.00 
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING RECONCILIATION
GAAP weighted average common shares - dilutive50.4 40.5 40.6 41.9 
Dilution offset from convertible notes hedge transaction— (0.2)— (1.6)
Non-GAAP dilutive shares50.4 40.3 40.6 40.3 
ADJUSTED EBITDA RECONCILIATION
Net income attributable to Varex$9.1 $8.2 $16.3 $17.2 
Interest expense7.3 9.4 22.1 29.2 
Income tax expense7.9 5.1 13.6 12.8 
Depreciation4.9 4.7 14.2 14.3 
Amortization3.4 3.8 10.2 11.2 
Stock based compensation3.6 3.4 10.1 10.7 
Restructuring charges0.7 1.3 2.2 5.6 
Other non-operational costs0.8 0.1 4.6 3.2 
Adjusted EBITDA$37.7 $36.0 $93.3 $104.2 


    


Discussion of Non-GAAP Financial Measures

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

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

Non-GAAP measures include the following items:

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

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

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

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

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

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

Convertible notes non-cash interest expense: We issued convertible notes in June 2020 at a discount related to the conversion feature of the notes and capitalized certain costs related to the issuance of these notes. The discount and capitalized issuance costs are amortized into interest expense over the term of the convertible notes. The amortization recognized for the convertible notes will be greater than the cash interest payments for the notes. We believe that excluding the convertible
    


notes non-cash interest expense allows the users of our financial statements to better understand the historic and current results of our operations. This also facilitates comparisons to peer companies.

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

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

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

v3.23.2
Cover Cover
Aug. 01, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 01, 2023
Entity Registrant Name VAREX IMAGING CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-37860
Entity Tax Identification Number 81-3434516
Entity Address, Address Line One 1678 S. Pioneer Road
Entity Address, City or Town Salt Lake City
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84104
City Area Code 801
Local Phone Number 972-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol VREX
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001681622
Amendment Flag false
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