CREATING SOLUTIONS FOR A SAFER AND HEALTHIER WORLD
A N N U A L R E P O R T 2 0 2 3
O
S
I
S
Y
S
T
E
M
S
,
I
N
C
.
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
3
OSI Systems, Inc. provides specialized electronic systems and components that meet the
critical needs of the homeland security, healthcare, defense, and aerospace industries.
FINANCIAL HIGHLIGHTS
(June 30th fiscal year end)
15%
Healthcare
15%
Healthcare
FY 2023
SALES ►
$1.3B
SALES BY
59%
DIVISION ►
Security
26%
Optoelectronics
26%
Optoelectronics
59%
Security
SALES BY
GEOGRAPHY ►
17%
APAC
25%
EMEA
17%
APAC
25%
EMEA
58%
Americas
58%
Americas
$5.81
$6.21
$5.32
$4.32
$4.60
BACKLOG ►
$911M
$861M
$1,801M
$1,232M
$1,076M
9
1
0
2
Y
F
0
2
0
2
Y
F
1
2
0
2
Y
F
2
2
0
2
Y
F
3
2
0
2
Y
F
9
1
0
2
Y
F
0
2
0
2
Y
F
1
2
0
2
Y
F
2
2
0
2
Y
F
3
2
0
2
Y
F
NON-GAAP
EPS ►
DI LUTED EPS
FY 2019
FY 2020
FY 2021
FY 2022
FY 2023
RECONCILIATION OF GAAP
TO NON-GAAP EPS ►
GAAP basis
Impairment, restructuring, and other charges
Amortization of acquired intangible assets
$
Non-cash interest expense
Gain from disposition of property
Tax effect of the above adjustments
Discrete income tax items
Non-GAAP basis
$
$
3 . 4 6
0 . 2 0
0 . 8 4
0 . 4 2
—
( 0.41)
( 0.1 9)
$
4 . 0 5
0 . 3 5
0 . 8 8
0 . 4 7
—
(0.47)
(0.68)
4 . 0 3
0 . 5 5
0 . 8 5
0 . 4 8
—
( 0.50)
( 0.09)
$
6 . 4 5
0 . 4 2
0 . 7 5
0 . 0 3
( 1.53)
0.08
(0.39)
$
4.32
$
4.60
$
5.32
$
5.81
$
5 . 3 4
0 . 4 4
0 . 8 7
0 . 0 3
—
(0 .30)
(0 .17)
6.21
DEAR FELLOW STOCKHOLDERS,
Fiscal 2023 was an outstanding year for OSI Systems! We achieved record revenues, record
adjusted EPS, and strong bookings leading to a record year-end backlog of approximately
$1.8 billion, a 46% increase over the prior year. These figures are not just numbers but a
testament to the dedication and adaptability of our teams across the divisions.
Our Security division led the charge, achieving 15% year-over-year revenue growth with
an expanded global presence. Notable new bookings included two significant cargo and
solutions wins: a $200+ million award in the middle of the fiscal year from an international
customer and a $500+ million award towards the end of the year from Mexico’s Defense
Agency or SEDENA. Both programs are expected to help the customers make tremendous
strides to improve port and border security. With airport passenger traffic taking off, our
teams were also very active as we expanded our installed base of our leading checked
baggage CT explosive detection system, the RTT®110. During the year, we had the honor
of serving as the primary provider of security detection products for the FIFA World Cup
in Qatar, which were deployed across various stadiums in Doha and effectively screened
over 2.5 million ticketholders and their belongings. Additionally, our products secured the
primary airport, hotels, and several other venues throughout the city. We also completed
two small Security division acquisitions, which further enhanced our operator training
solutions and bolstered our baggage and parcel inspection solution portfolio.
The Optoelectronics and Manufacturing division delivered another strong year as revenues
increased 6% with strong profitability and operating margin expansion. The division’s
persistent efforts in building partnerships outside of China and aligning with leading
OEMs has been instrumental in our continued success. Our vertically integrated structure
ensures we stay agile and adaptable as we have an operating infrastructure spanning the
U.S., the U.K., India, Indonesia, and Malaysia.
The Healthcare division finished the year strong despite continued volatility in hospital
spending. During the year, we acquired the Rothman Index-based predictive analytics
software, which we plan to integrate with our SaaS platform SafeNSound™, aiming to enhance
clinical insights and workflows for patients of various acuities and ages. We continue to
allocate R&D investments to augment our core offerings and devise new products in patient
monitoring and cardiology and remote monitoring, aligning well with the prevailing market
trend for superior digital connectivity and hospital-to-home patient care.
We are grateful to our 6,000+ employees who worked relentlessly to deliver a record-
breaking fiscal ’23. Their hard work, willingness to embrace challenges, and adaptability
to customers’ needs and expectations are the significant pillars underlying our company’s
remarkable success and industry leadership.
Moving forward, we expect to leverage our strong market position and solid balance
sheet to spur product development and growth across all facets of our business. We are
dedicated to maintaining efficient operations, growing the recurring component of our
revenues, and supporting strategic investments in R&D and acquisitions, which are all key
to our efforts to advance our business. We have an unwavering commitment of our stellar
team and are determined to continue developing innovative solutions that help support
health and safety.
Sincerely,
DEEPAK CHOPRA
President, Chief Executive Officer and Chairman of the Board
2023 ANNUAL REPORT 1
O N E C O M P A N Y ,
T O T A L S E C U R I T Y
Our Security division is a leading supplier of end-to-end security inspection solutions
utilizing multiple technologies and advanced threat identification algorithms based
on X-ray and high-speed computed tomography imaging, ion mobility spectrometry,
radiation detection, and optical inspection technologies. Our broad portfolio of
products, services, and solutions helps customers solve complex security needs,
including combatting terrorism, drug and weapon smuggling, and trade fraud.
With our leading detection technology and vast industry knowledge, we can meet
demanding security requirements while offering customers outstanding value for
their security screening and inspection operations.
Our comprehensive screening solutions perform high-speed threat and contraband
detection through CONOPS design, advanced inspection technology, integration
with information systems, and recurring training. We have highly experienced
technical, program management, and service teams to ensure customers receive a
best-in-class experience throughout every phase of their project—from planning to
deployment to post-installation support. Our robust training portfolio is delivered by
certified, expert trainers and includes online and in-person courses at our facilities or
at customer sites. Our suite of training programs helps operators develop, refine, and
maintain their knowledge of both system operations, maintenance, and data analysis
so customers receive ongoing, optimal performance and value from our technology.
Trade and travel industries benefit from our turnkey screening solutions that
are designed to reduce upfront capital requirements while providing innovative
screening technology, ongoing operations, maintenance, training, and staffing. Giving
our customers greater insight into the full spectrum of security-related information,
each turnkey operation uses our CertScan® platform to streamline inspections
through integration of equipment and data into an efficient process.
HOLD BAGGAGE SCREENING
CARGO AND VEHICLE INSPECTION
BAGGAGE AND PARCEL INSPECTION
PEOPLE SCREENING
RADIATION DETECTION
TRACE DETECTION
2023 ANNUAL REPORT 3
AEROSPACE AND DEFENSE
HEALTHCARE
OPTICAL COMMUNICATIONS
INDUSTRIAL TEST AND MEASUREMENT
X-RAY DETECTION
AUTOMOTIVE
CONSUMER TECHNOLOGIES
L I G H T S E N S I N G
S O L U T I O N S
Our Optoelectronics and Manufacturing division is a vertically integrated
provider of optoelectronic products and services. We design and manufacture
custom optoelectronic components and provide specialized electronics
manufacturing services (EMS) for various applications. Our flexible circuit
business is known for its design, manufacturing capabilities, and flexible and
rigid circuit board assembly.
Our products and services are used in a wide range of systems, including security
inspection, training and simulation, national security and commercial satellites,
missile guidance, range finders, test and measurement, medical and life
sciences devices and equipment, factory automation, automotive, and consumer
electronics. We are a vital supplier to our Security and Healthcare divisions.
Our approach to vertical integration in manufacturing and supply chain
management enables us to provide superior service to our global customers.
As more companies outsource the design and manufacturing of optoelectronic
devices and value-added subsystems to fully integrated suppliers, our
specialization, broad expertise, and flexibility to respond to short cycle times
and rapid demand changes provide us a competitive advantage.
2023 ANNUAL REPORT 5
E M P O W E R I N G H E A L T H C A R E
T E A M P E R F O R M A N C E
Our Healthcare division designs and manufactures patient monitoring
solutions, cardiology and remote monitoring solutions, supplies and
accessories, connected care informatics, and predictive analytics for use in
hospitals, medical clinics, and physician offices globally. Our patient monitoring
solutions are used for critical, sub-acute, and perioperative care areas of
the hospital, all aimed at providing caregivers with timely and actionable
patient information to enhance care team performance. Our connected care
informatics solutions enable clinicians to access critical information needed
to improve patient outcomes and help healthcare organizations streamline
workflows and improve communications. Our predictive analytics solution
provides visual depictions of a patient’s physiological status and prompts the
right level of care at the appropriate time.
PATIENT MONITORING
AND CONNECTIVITY
CARDIOLOGY AND REMOTE
MONITORING
SUPPLIES AND ACCESSORIES
2023 ANNUAL REPORT 7
I N T E G R A T I O N
TO ACHIEVE EXCEPTIONAL
OPERATIONAL AND
DETECTION CAPABI LI TI ES
Regardless of the environment—an airport, a land border, a seaport, or a venue
entrance—customers seek to reduce the friction in moving people, bags, cargo,
and vehicles quickly through security screening while finding ways to inspect
faster, increase accuracy of tax revenues, and comply with security standards
as volumes continue to grow.
With the S2 Global software CertScan®, integration of data generated by
inspection technology and information sources provides a solution to meet
this challenge by enabling customers to have greater control of their inspection
process. The result is enhanced security, operational efficiencies, increased
revenue collection, higher levels of compliance, more effective resource
deployment, and a better user experience.
CertScan is unique and designed specifically to engage and optimize multi-system,
multi-site security inspection programs through a common integration platform
helping customs and security operators perform at their highest levels.
CertScan is deployed at major ports and checkpoints worldwide.
2 0 2 3 F O R M 10 - K
2023 ANNUAL REPORT 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended June 30, 2023
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
OR
Commission File Number 000-23125
OSI SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
12525 Chadron Avenue, Hawthorne, California
(Address of principal executive offices)
33-0238801
(I.R.S. Employer
Identification No.)
90250
(Zip Code)
Registrant’s telephone number, including area code: (310) 978-0516
Title of each class
Common Stock, $0.001 par value
Securities registered pursuant to Section 12(b) of the Act:
Trading symbol(s)
OSIS
Securities registered pursuant to Section 12(g) of the Act: None
Name of each exchange on which registered
The Nasdaq Global Select Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes: ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes: ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes: ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes: ☐ No ☒
The aggregate market value of the registrant’s voting and non-voting Common Stock held by non-affiliates computed by reference to the price at which the Common Stock was last
sold on December 31, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, was $1,258,906,407. For purposes of the foregoing calculation only, executive
officers and directors of the registrant have been deemed to be affiliates of the registrant. The number of shares outstanding of the registrant’s Common Stock as of August 25, 2023 was
16,799,266.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement relating to the 2023 annual meeting of stockholders are incorporated by reference into Part III. The proxy statement will be filed by the
registrant with the Securities and Exchange Commission not later than 120 days after the end of the registrant’s fiscal year.
Item
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Description
Page
TABLE OF CONTENTS
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . .
Certain Relationships and Related Transactions, and Director Independence. . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
17
32
32
33
33
34
35
36
43
44
44
45
45
45
46
46
46
46
46
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
47
II-2
Forward-Looking Statements
PART I
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Forward-looking statements relate to our current expectations, beliefs, and projections concerning matters that are not
historical facts. Words such as “project,” “believe,” “anticipate,” “plan,” “expect,” “intend,” “may,” “should,” “will,” “would,” and
similar words and expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of
future performance and involve uncertainties, risks, assumptions and contingencies, many of which are outside our control. Assumptions
upon which our forward-looking statements are based could prove to be inaccurate, and actual results may differ materially from those
expressed in or implied by such forward-looking statements. Important factors that could cause our actual results to differ materially
from our expectations are disclosed in this report, including, without limitation, delays related to the award of domestic and international
contracts; failure to secure the renewal of key customer contracts; delays in customer programs; delays in revenue recognition related
to the timing of customer acceptance; the impact of potential information technology, cybersecurity or data security breaches; changes
in domestic and foreign government spending, budgetary, procurement and trade policies adverse to our businesses; the impact of the
Russia-Ukraine conflict, including the potential for broad economic disruption; global economic uncertainty; material delays and
cancellations of orders or deliveries thereon, supply chain disruptions, plant closures, or other adverse impacts on our ability to execute
business plans; unfavorable currency exchange rate fluctuations; effect of changes in tax legislation; market acceptance of our new and
existing technologies, products and services; our ability to win new business and convert any orders received to sales within the fiscal
year; contract and regulatory compliance matters, and actions, which if brought, could result in judgments, settlements, fines, injunctions,
debarment or penalties; as well as other risks and uncertainties, including but not limited to those factors described in Part I,
Item 1, “Business,” Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” as well as factors described elsewhere in this report and other documents filed by us from time to time with
the Securities and Exchange Commission (“SEC”). All forward-looking statements contained in this report are qualified in their entirety
by this section. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time.
It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to
which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements we may make. Investors should not place undue reliance on forward-looking statements as a prediction of actual results. We
undertake no obligation other than as may be required under securities laws to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
ITEM 1. BUSINESS
General
OSI Systems, Inc., together with our subsidiaries, is a vertically integrated designer and manufacturer of specialized electronic
systems and components for critical applications. We sell our products and provide related services in diversified markets, including
homeland security, healthcare, defense and aerospace. Our company is incorporated in the State of Delaware and our principal office is
located at 12525 Chadron Avenue, Hawthorne, California 90250.
We have three operating divisions: (a) Security, providing security and inspection systems and turnkey security screening
solutions; (b) Healthcare, providing patient monitoring, cardiology and remote monitoring, and connected care systems and associated
accessories; and (c) Optoelectronics and Manufacturing, providing specialized electronic components and electronic manufacturing
services for our Security and Healthcare divisions, as well as to third parties for applications in the defense and aerospace markets,
among others.
Industry Overview
We sell our security and inspection solutions and healthcare products primarily to end‑users, while we design and manufacture
our optoelectronic devices and value‑added subsystems and provide electronics manufacturing services primarily for original equipment
manufacturer (OEM) customers.
1
Security. A variety of technologies are currently used globally in security and inspection applications, including transmission
and backscatter X-ray, and 3-D computed tomography, radiation detection, metal detection, millimeter wave imaging, explosive trace
detection, and optical inspection. We believe that the market for security and inspection products will continue to be affected by the
threat of terrorist incidents, drug and human trafficking, gun violence, and by new government mandates and appropriations for security
and inspection products in the United States and internationally.
Security and inspection products are used at a wide range of facilities in addition to airports, such as border crossings, seaports,
freight forwarding operations, correctional facilities, government and military installations, sports and concert venues and other locations
where the interdiction of criminal activities is paramount. The U.S. Department of Homeland Security has undertaken numerous
initiatives to prevent terrorists from entering the country, hijacking airplanes, and obtaining and transporting weapons of mass
destruction and their components, to secure sensitive U.S. technologies, prevent human trafficking and to identify and screen cargo
before it is loaded onto airplanes and ships. These initiatives, such as the Customs‑Trade Partnership Against Terrorism, the U.S.
Transportation Security Administration’s Air Cargo Screening Mandate and the U.S. Customs and Border Protection Container Security
Initiative, have resulted in increased demand for security and inspection products, as have similar programs undertaken by governments
across the world.
Government sponsored initiatives in one nation often stimulate corresponding security programs by others in part because such
initiatives frequently require that other nations bolster their security strategies, including acquiring or improving their security and
inspection equipment and screening operations, in order to participate in international aviation and cross-border trade activities. The
international market for non‑intrusive inspection equipment and related services, therefore, continues to expand as countries satisfy the
requirements of these initiatives in order to maintain direct airline connections and ship goods internationally and as they themselves
choose to procure and operate equipment to secure their own borders, transportation networks, facilities and other venues.
The U.S. Transportation Security Administration and other international air transportation security regulators around the world
require the screening of passengers, carry-on bags and air cargo. Several of our screening system models have been approved by the
U.S. Transportation Security Administration, as well as by various international regulatory bodies, for this purpose and are procured
and used by government agencies, airlines, airports, freight forwarders, transportation companies and other businesses to fulfill their
compliance requirements. These and other regulations promulgated by international organizations have resulted in an ongoing global
demand for airline, cargo, port and border security and inspection technologies.
Healthcare. Healthcare has been, and we believe will continue to be, a growing economic sector throughout much of the world.
Developing countries in Latin America and the Asia-Pacific region are expected to continue to build healthcare infrastructure to serve
expanding middle class populations. In developed areas, especially the United States, Europe, and mature Asian countries, aging
populations and extended life expectancy are projected to fuel growth in healthcare for the foreseeable future.
While we believe that the healthcare industry will continue to grow throughout much of the world, many factors are forcing
healthcare providers to do more with less. These factors include stricter government requirements affecting staffing and accountability
and uncertainty around potential U.S. healthcare legislation. The COVID-19 pandemic strained healthcare provider resources, placing
increased focus on the advantages of remote monitoring and products which can be deployed flexibly, enabling hospitals to quickly
reconfigure and adapt to unexpected changes. Our customers expect clinical value, economic value, and clinical decision support.
Positioning our current healthcare products to demonstrate the competitive value in total cost of ownership is increasingly important in
this environment. At the same time, the widespread introduction of mobile devices into the healthcare environment is creating an
emerging demand for patient data acquisition and distribution. Our Healthcare division designs, manufactures and markets devices and
software that respond to these factors, helping hospitals reduce costs, make better-informed clinical decisions, and more fully utilize
resources.
We are a global manufacturer and distributor of patient monitoring, cardiology and remote monitoring, and connected care
solutions for use in hospitals, medical clinics and physician offices. We design, manufacture and market patient monitoring solutions
for critical, sub-acute and perioperative care areas of the hospital, wired and wireless networks and ambulatory blood pressure monitors,
all aimed at providing caregivers with timely patient information. Our cardiology and remote monitoring systems include Holter
recorders and analyzers, ambulatory blood pressure monitors, resting and stress electrocardiography (ECG) devices, and ECG
management software systems and related software and services.
2
Optoelectronics and Manufacturing. We believe that continued advances in technology and reductions in the cost of key
components of optoelectronic systems, including computer processing power and memory, have broadened the optoelectronics market
by enabling the use of optoelectronic devices in a greater number of applications. In addition, we see a trend among OEMs to outsource
the design and manufacture of optoelectronic devices as well as value-added subsystems to fully-integrated, independent manufacturers,
like us, that may have greater specialization, broader expertise and more flexibility to respond to short cycle times and quicker market
expectations.
Our optoelectronic devices are used in a wide variety of applications for diversified markets including aerospace and defense,
avionics, medical imaging and diagnostics, biochemistry analysis, pharmaceutical, nanotechnology, telecommunications, construction
and homeland security. Medical applications for our devices include diagnostic and imaging products, patient monitoring equipment,
and glucose monitors. Aerospace and defense applications for our devices include satellite navigation sensors, laser guided munitions
systems, range finders, weapons simulation systems, and other applications that require the conversion of optical signals into electrical
signals. Homeland security applications for our devices include X-ray based and other detection systems. Our optoelectronic devices
and value-added subsystems are also used in a wide variety of measurement control, monitoring and industrial applications and are key
components in telecommunications technologies. We also offer electronics manufacturing services to broader markets, as well as to our
optoelectronics customers and to our Security and Healthcare divisions. We offer full turnkey solutions as well as printed circuit board
assembly, cable and harness assembly, liquid crystal displays and box build manufacturing services, in which we provide product design
and development, supply chain management, and production manufacturing services. Additionally, our flexible circuit businesses offer
design expertise, fabrication capabilities, and assembly of flexible and rigid circuit boards for applications in the industrial medical,
military, and consumer markets.
Growth Strategy
We believe that one of our primary competitive strengths is our expertise in the cost effective design and manufacture of
specialized electronic systems and components for critical applications. As a result, we will continue to leverage such expertise and
capacity to gain price, performance and agility advantages over our competitors in the security, healthcare and optoelectronics fields,
and to translate such advantages into profitable growth in those fields. At the same time, we continually seek to identify new markets in
which our core expertise and capacity will provide us with competitive advantages. Key elements of our growth strategy include:
Capitalizing on Global Reach. We operate from multiple locations throughout the world. We view our international operations
as providing an important strategic advantage over competitors. First, our international manufacturing facilities allow us to take
advantage of competitive labor rates in order to lower our manufacturing costs. Second, our international offices strengthen our sales
and marketing efforts and our ability to service and repair our systems by providing direct access to growing markets and to our existing
international customer base. Third, our international manufacturing locations allow us to reduce delivery times to our global customer
base. We intend to continue to enhance our international manufacturing and sales capabilities.
Capitalizing on Vertical Integration. Our vertical integration provides several advantages in each of our divisions. These
advantages include reduced manufacturing and delivery times, lower costs due to our access to competitive international labor markets
and direct sourcing of raw materials and sub components. We also believe that we offer significant added value to our customers by
providing a full range of vertically-integrated services, including component design and customization, subsystem concept design and
application engineering, product development and prototyping, efficient preproduction and short run manufacturing and competitive
mass production capabilities. We believe that our vertical integration differentiates us from many of our competitors and provides value
to our customers who can rely on us to be an integrated supplier.
Capitalizing on the Market for Security and Inspection Systems. The trend toward increased screening of goods entering and
departing from ports and crossing borders has resulted, and may continue to result in, the growth in the market for cargo inspection
systems and turnkey security screening services that are capable of inspecting shipping containers for contraband and assisting customs
officials in the verification of shipping manifests. Package and cargo screening by freight forwarders, airlines and air cargo companies
represents a growing sector, as regulations in the United States and Europe have continued to require screening of air cargo shipments.
We plan to capitalize on opportunities to replace, service and upgrade existing security installations, and to offer turnkey security
screening solutions in which we may construct, staff and/or operate on a long-term basis security screening checkpoints for our
customers.
3
We expect that a market for software-as-a-service (SaaS) platforms that are capable of integrating the data that security
inspection systems produce with related information derived from vehicle license plates, cargo container numbers, drivers’ licenses,
government databases, and other sources will also continue to develop, mature and grow, particularly as customers shift their operating
procedures to take advantage of secure, cloud-based, networking technologies. We are a leader in the development of these platforms,
including the transmission of such data to operators that may be working within secure, remote screening facilities hundreds or thousands
of miles away from the security checkpoint. Our software has been used by customs and tax authorities in the United States, Europe and
Latin America to screen millions of containers and vehicles. We believe that government agencies and commercial customers will
increasingly rely on such SaaS offerings to review and adjudicate screening decisions remotely, over secure networks, as well as to
communicate with and monitor the performance of their employees working on the ground at distant ports, border crossings and other
checkpoints.
Finally, we also intend to continue to develop new security and inspection products and technologies, including software, and
to enhance our current product and service offerings through internal research and development and selective acquisitions.
Improving and Complementing Existing Medical Technologies. We develop and market patient monitoring systems,
cardiology and remote monitoring products, and connected care systems and associated supplies and accessories. Our efforts to develop
new products and improve our existing medical technologies are focused on the needs of healthcare organizations, caregivers, and their
patients. Our efforts to improve existing medical technologies concentrate on providing products that are flexible and intuitive to use so
that clinicians can deliver accurate, precise, reliable and cost-effective care.
Selectively Entering New Markets. We intend to continue to selectively enter new markets that complement our existing
capabilities in the design, development and manufacture of specialized electronic systems and components for critical applications such
as security inspection, patient monitoring and cardiology and remote monitoring. We believe that by manufacturing products that rely
on our existing technological capabilities, we will leverage our integrated design and manufacturing infrastructure to build a larger
presence in new markets that present attractive competitive dynamics. We intend to achieve this strategy through internal growth and
through selective acquisitions.
Acquiring New Technologies and Companies. Our success depends in part on our ability to continually enhance and broaden
our product offerings in response to changing technologies, customer demands and competitive pressures. We have developed expertise
in our various lines of business and other areas through internal research and development efforts, as well as through selective
acquisitions. We expect to continue to seek acquisition opportunities to broaden our technological expertise and capabilities, lower our
manufacturing costs and facilitate our entry into new markets.
Products and Technology
We design, develop, manufacture and sell products ranging from security and inspection systems to patient monitoring and
cardiology and remote monitoring systems to discrete optoelectronic devices and value-added subsystems.
Security and Inspection Systems. We design, manufacture and market security and inspection systems globally to end users
primarily under the “Rapiscan” trade name. Our Security products are used to inspect baggage, parcels, cargo, people, vehicles and other
objects for various contraband and prohibited items including weapons, explosives, drugs, and nuclear materials. These systems are also
used for the safe, accurate and efficient verification of cargo manifests for the purpose of assessing duties and monitoring the export and
import of controlled materials. Our Security products fall into the following categories: baggage and parcel inspection; cargo and vehicle
inspection; hold (checked) baggage screening; people screening; radiation monitoring; explosive and narcotics trace detection; and
optical inspection systems. We also offer turnkey security screening services, as well as related software integration platforms, operator
training, and the staffing and operation of security screening checkpoints under the “S2” trade name. From time to time we form joint
ventures to carry out our operations in certain geographies, including, for example, Albania.
In recent years, security and inspection products have increasingly been used at a wide range of facilities in addition to airports,
such as border crossings, railways, seaports, cruise line terminals, sporting venues, freight forwarding operations, government and
military installations and nuclear facilities. As a result of the use of security and inspection products at additional facilities, we have
diversified our portfolio of security and inspection products and our sales channels.
4
Many of our security and inspection systems utilize dual-energy X-ray imaging technology, in combination with software
enhanced imaging methods and algorithms to facilitate the detection of contraband materials and items such as explosives, weapons,
narcotics, and bulk currency. Dual energy imaging allows some material properties to be identified. Additionally, dual-view X-ray
imaging allows operators to view and examine objects from two directions simultaneously, thereby improving the operator’s ability to
detect threats quickly and effectively. Some of our systems also use different types or combinations of X-ray imaging in addition to
dual-energy, such as multi-view and computed tomography. Algorithms that process images and related data from these systems
significantly enhance the overall probability of detection of a range of threat items and materials. Typical threat items include explosives
and weapons.
Our inspection systems range in size from compact, handheld and table-top products to large systems comprising entire
buildings in which trucks, shipping containers or pallets are inspected. Many of our inspection systems are also designed to be
upgradeable to respond to new customer requirements as they emerge or change.
Our cargo and vehicle inspection applications, in which vehicles, cars, trucks, shipping containers, pallets and other large
objects can be inspected, are designed in various configurations, including mobile, portal, gantry, and rail systems. Our customers use
these products to verify the contents of cars, trucks, rail cars and cargo containers and to detect the presence of contraband, including
narcotics, weapons, explosives, radioactive and nuclear materials and other smuggled items. Most of our cargo and vehicle inspection
systems employ X‑ray imaging to inspect objects and present images to an inspector, including shapes, sizes, locations and relative
densities of the contents. These systems utilize transmission imaging, backscatter imaging, or both technologies in combination. We
also manufacture passive radiation monitoring devices for detecting nuclear materials utilizing their gamma and neutron signatures.
Additionally, we have developed isotope‑specific identification algorithms. Many of these systems have been built to meet specific
requirements of our government customers.
Our broad portfolio of non-intrusive inspection systems permits us to offer customers solutions that are tailored to their specific
operational requirements, performance standards and budgets.
In many cases, we have designed our systems to meet the performance specifications of relevant regulators, including
authorities located in the United States, United Kingdom and European Union. This is particularly the case with respect to systems used
(or approved for use) to perform screening of airline passenger carry-on items, hold (checked) baggage and air cargo.
Our Security division also offers trace detection systems that are designed to detect trace amounts of explosives or narcotics
and people screening products, such as walk-through metal detectors for use at security checkpoints at airports, government buildings,
sports arenas and other venues.
Patient Monitoring and Cardiology and Remote Monitoring. Our Healthcare division designs, manufactures and markets
products globally to end users primarily under the “Spacelabs” trade name.
Spacelabs products include patient monitors for use in perioperative, critical care and emergency care environments with
neonatal, pediatric and adult patients. Our patient monitoring systems such as Xprezzon® and Qube® are supported by surveillance
systems connected by wireless or hardwired networks, as well as standalone monitors that enable patient data to be transported physically
from one monitor to another as the patient is moved. These systems enable hospital staff to access patient data where and when it is
required. In addition, these products are designed to interact with hospital information systems.
Spacelabs SafeNSound™ assists hospitals in providing value-based care by streamlining workflows and improving
communications. Features include comprehensive reporting tools, a communications dashboard for monitor technicians, and a device
management system to admit patients to monitors/telemetry at the bedside. These tools help address top challenges facing hospitals
today.
Spacelabs predictive analytics clinical decision support tools provide surveillance and deterioration alerting for patients in all
levels of care in the hospital setting and includes FDA-cleared and regulated products featuring the Rothman Index, a proprietary patient
condition score available through EMR-integrated, web-based, or mobile app interfaces.
5
For electrocardiograph monitoring or multiparameter monitoring of ambulatory patients, we offer a digital telemetry system.
The system operates in government protected bands, which are not used for private land mobile radio, business radio services or
broadcast analog or digital television. Spacelabs Intesys® Clinical Suite (ICS) provides a software suite allowing hospitals to leverage
their infrastructure to capture data from the bedside, compact and telemetry monitors.
Our PathfinderSL® and Lifescreen™ Pro analysis tools provide clinicians the ability to save Holter analysis time and to do
detailed analysis when needed inside or outside the hospital. Our Eclipse Pro Holter recorders provide up to 14 days of 3-channel
recording or up to 72 hours of 12 lead with pacing. Our Eclipse Mini Ambulatory ECG Recorder provides up to 30 days of 3-channel
ECG and when paired with Lifescreen™ Pro clinicians can analyze millions of heart beats within minutes.We are also a supplier of
ambulatory blood pressure (ABP) monitors which are routinely used by physicians around the world and by contract research
organizations. Many physicians are using ambulatory blood pressure monitoring to detect “white coat” hypertension, a condition in
which people experience elevated blood pressure in the doctor’s office but not in their daily lives. Ambulatory blood pressure monitoring
helps improve diagnostic accuracy and minimize the associated costs of treatment. Spacelabs OnTrak™ ambulatory blood pressure
system has been validated for both pediatric and adult patient types and includes the capability to measure activity correlation with non-
invasive blood pressure readings.
Our Sentinel® 11 Cardiology Information Management System is designed to provide an electronic, enterprise-wide scalable
system for cardiology and remote monitoring. Sentinel integrates data from Spacelabs-branded products and third-party devices into a
central enterprise-wide database system that can be accessed by care providers and medical facility administrators, thereby providing
enhanced workflow and efficiencies. The system’s web-based solution enables the secure transfer of data from multiple remote sites.
Sentinel supports mobile and remote working, taking ECG management to the point of care for flexible use of devices and capture of
data.
In addition, the capital-intensive products that our Healthcare division sells have supplies and accessories associated with them
that can represent annuity revenue opportunities. Additionally, our Healthcare division manufactures multivendor compatible
accessories for use with third-party devices.
Optoelectronic Devices and Manufacturing Services. Optoelectronic devices designed, manufactured and sold through our
Optoelectronics and Manufacturing division generally consist of both active and passive components. Active components sense light of
varying wavelengths and convert the light detected into electrical signals, whereas passive components amplify, separate or reflect light.
These products are manufactured in standard and customized configurations for specific applications and are offered either as
components or as subsystems. Our optoelectronic products and services are provided primarily under the “OSI Optoelectronics,” “OSI
LaserDiode,” “OSI Laserscan,” and “Advanced Photonix” trade names.
In addition to the manufacture of standard and OEM products, we also specialize in designing and manufacturing customized
value-added subsystems for use in a wide range of products and equipment. An optoelectronic subsystem typically consists of one or
more optoelectronic devices that are combined with other electronic components and packaging for use in an end product. The
composition of a subsystem can range from a simple assembly of various optoelectronic devices that are incorporated into other
subsystems (for example, a printed circuit board containing our optoelectronic devices) to complete end products (for example, pulse
oximetry equipment).
We develop, manufacture and sell laser-based remote sensing devices that are used to detect and classify vehicles in toll and
traffic management systems under the “OSI Laserscan” and “Autosense” trade names. We offer solid-state laser products for aerospace,
defense, telecommunication and medical applications under the “OSI LaserDiode” trade name.
We also provide electronics design and manufacturing services in North America, the United Kingdom and in the Asia Pacific
region with enhanced, Rohs compliant, printed circuit board and cable and harness assembly and box build manufacturing services
utilizing automated surface mount technology lines. We offer electronics manufacturing services to OEM customers and end users for
medical, automotive, defense, aerospace, industrial and consumer applications that do not utilize optoelectronic devices. We also
manufacture LCD displays for medical, industrial and consumer electronics applications, and flex circuits for OEM customers from the
prototype stage to mass production. Our electronics manufacturing services are provided primarily under the “OSI Electronics,” “APlus
Products,” “Altaflex,” and “PFC Flexible Circuits” trade names.
6
Markets, Customers and Applications
Security and Inspection Products. Many security and inspection products were developed originally in response to civilian
airline hijackings. Consequently, certain of our security and inspection products have been and continue to be sold for use at airports.
Our security and inspection products are also used for security and customs purposes at locations in addition to airports, such as border
crossings, shipping ports, sporting venues, military and other government installations, freight forwarding facilities, high-profile
locations such as U.K. House of Parliament, Buckingham Palace, and the Vatican and for high-profile events such as the Olympic
Games, FIFA World Cup, and other sporting events. We also provide turnkey security screening solutions, which can include the
construction, staffing and long-term operation of security screening locations for our customers.
Our customers include, among many others, the U.S. Department of Homeland Security, U.S. Department of Defense, U.S.
Department of State, U.S. Department of Commerce, and U.S. Department of Justice, as well as many premier international government
agencies, including airports and other critical infrastructure agencies.
Our contracts with the U.S. Government are generally subject to termination for convenience at the election of the
U.S.Government. For the fiscal year ended June 30, 2023, our Security division’s direct sales to the U.S. Government were
approximately $235 million. Additionally, certain of our contracts with foreign governments also contain provisions allowing the
government to terminate a contract for convenience. For further discussion, please refer to Item 1A. “Risk Factors.”
Patient Monitoring, Cardiology and Remote Monitoring, and Connected Care Systems. Our patient monitoring, cardiology
and remote monitoring, and connected care systems are manufactured and distributed globally for use in critical care, emergency and
perioperative areas within hospitals, as well as physicians’ offices, medical clinics and ambulatory surgery centers. We also provide
wired and wireless networks, clinical information access solutions and ambulatory blood pressure monitors.
We sell products directly to end customers, as well as through integrated delivery networks and group purchasing organizations
in the U.S., the NHS Supplies Organisation in the United Kingdom, UGAP in France, and to various government funded hospitals in
the Middle East and several parts of Asia.
Optoelectronic Devices and Electronics Manufacturing Services. Our optoelectronic devices and the electronics we
manufacture are used in a broad range of products by a variety of customers in the following market segments: defense, aerospace and
avionics; analytical and medical imaging; healthcare; telecommunications; homeland security; toll and traffic management; and
automotive.
Marketing, Sales and Service
We market and sell our security and inspection products and turnkey security screening solutions globally through a direct sales
and marketing staff located in North America, South America, Europe, Middle East, Australia, and Asia, in addition to an expansive
global network of independent distributors. This sales organization is supported by a service organization located in the same regions,
as well as a global network of independent, authorized service providers.
We market and sell our healthcare products globally through a direct sales and marketing staff located in North America, South
America, Europe and Asia, in addition to a global network of independent distributors. We also support these sales and customer service
efforts by providing operator in service training, comprehensive interactive eLearning for all monitoring products, software updates and
upgrades and service training for customer biomedical staff and distributors. We also provide IT specialists and clinical specialists to
provide support both before and after product sale.
We market and sell our optoelectronic devices and value-added manufacturing services, through both our direct sales and
marketing staff located in North America, Europe and Asia, and indirectly through a global network of independent sales representatives
and distributors. Our sales staff is supported by an applications engineering group whose members are available to provide technical
support, which includes designing applications, providing custom tooling and process integration and developing products that meet
customer defined specifications.
7
We consider our maintenance service operations to be an important element of our business. After the expiration of our standard
product warranty periods, we are often engaged by customers, either directly or through our network of authorized service providers, to
provide maintenance services for our security and inspection products. In addition, we provide a variety of service and support options
for our healthcare customers, including hospital on-site repair and maintenance service and telephone support, parts exchange programs
for customers with the internal expertise to perform a portion of their own service needs and a depot repair center at our division
headquarters. We believe that our international maintenance service capabilities allow us to be competitive in selling our security and
inspection systems as well as our patient monitoring, cardiology and remote monitoring, and connected care systems.
Research and Development
Our security and inspection systems are primarily designed at our facilities in the United States and in the United Kingdom,
Australia, Singapore, India, and Malaysia. These products include mechanical, electrical, analog and digital electronics, and software
components and subsystems. In addition to product design, we provide civil works and system integration services to install and integrate
our products with other systems, networks and facilities at the customer site. We support cooperative and government-funded research
projects with universities and directly with government agencies themselves.
Our healthcare products are primarily designed at our facilities in the United States and in the United Kingdom with sustaining
engineering efforts in India. These products include enterprise and embedded software, networking, connectivity, mechanical, electronic
and software subsystems, most of which are designed by us. We are also currently involved, both in the United States and internationally,
in research projects aimed at improving our medical systems and at expanding our current product lines.
We design and manufacture optoelectronic devices and we provide electronics manufacturing services primarily in our facilities
in the United States and internationally in the United Kingdom, Canada, India, Indonesia, and Malaysia. We engineer and manufacture
subsystems to solve the specific application needs of our OEM customers. In addition, we offer entire subsystem design and
manufacturing solutions. We consider our engineering personnel to be an important extension of our core sales and marketing efforts.
In addition to close collaboration with our customers in the design and development of our current products, we maintain an
active program for the development and introduction of new products, enhancements and improvements to our existing products,
including the implementation of new applications of our technology. We seek to further enhance our research and development program
and consider such program to be an important element of our business and operations.
Manufacturing and Materials
We currently manufacture our security and inspection systems domestically in California, Kentucky, Massachusetts,
Tennessee, and Virginia, and internationally in Malaysia and the United Kingdom. We currently manufacture our patient monitoring
and cardiology and remote monitoring systems in Washington state. We outsource manufacturing of certain of our supplies and
accessories. We currently manufacture our optoelectronic devices and provide electronics manufacturing services domestically in
California and New Jersey, and internationally in Canada, India, Indonesia, Malaysia, and the United Kingdom. Most of our high-
volume, labor-intensive manufacturing activities are performed at our facilities in India, Indonesia and Malaysia. Our ability to
manufacture products and provide follow-on service from offices located in these regions allows us to remain in close proximity to our
customers, which is an important component of our global strategy.
Our global manufacturing organization has expertise in optoelectronic, microelectronic and integrated electronics for industrial
and automation, medical, aerospace and defense industry applications. Our manufacturing includes silicon wafer processing and
fabrication, optoelectronic device assembly and screening, thin and thick film microelectronic hybrid assemblies, surface mounted and
thru-hole printed circuit board electronic assemblies, cable and harness assemblies, LCD and TFT displays, box-build manufacturing,
and flex circuitry on a complete turnkey basis. To support our manufacturing operations, we outsource certain requirements, including
sheet metal fabrication and plastic molding of components.
The principal raw materials and subcomponents used in producing our security and inspection systems consist of X-ray
generators, linear accelerators, detectors, data acquisition and computer systems, conveyance systems, vehicles, and miscellaneous
mechanical and electrical components. A large portion of the optoelectronic devices, subsystems and circuit card assemblies used in our
inspection systems are manufactured in-house. A large proportion of our X-ray generators, linear accelerators, computers and
conveyance systems used in our cargo and vehicle inspection systems are purchased from unaffiliated third-party providers.
8
The principal raw materials and subcomponents used in producing our healthcare products consist of printed circuit boards,
housings, mechanical assemblies, pneumatic devices, touch screens, medical grade displays, cables, filters, textiles, fabric, gauges,
fittings, tubing and packaging materials. We purchase finished medical devices, computers, peripheral accessories, and remote displays
from unaffiliated third-party providers.
The principal raw materials and subcomponents used in producing our optoelectronic devices and electronic subsystems consist
of silicon wafers, electronic components, light emitting diodes, scintillation crystals, passive optical components, printed circuit boards
and packaging materials. The silicon-based optoelectronic devices manufactured by us are critical components in most of our products
and subsystems. We purchase silicon wafers and other electronic components from unaffiliated third-party providers.
For cost, quality control, technological, and efficiency reasons, we purchase certain materials, parts, and components only from
single vendors with whom we have ongoing relationships. We do, however, qualify alternative sources for many of our materials, parts,
and components. We purchase most materials, parts, and components pursuant to purchase orders placed from time to time in the
ordinary course of business. Since the initial onset of the COVID-19 pandemic, our divisions have experienced supply chain and labor
availability challenges that have impacted the price and availability of parts, components, consumables, freight, shipping, and third-
party services, adversely impacting our gross margin as well as delayed product deliveries, installations, maintenance and repair work,
and technical support, among other work and services.
Information Technology and Cybersecurity Risk Management
We rely extensively on digital technology to conduct operations and engage with our customers and business partners. As the
complexity of our engagements grows, so do the threats from cyber intrusion, ransomware, denial of service, phishing, account takeover,
data manipulation and other cyber misconduct. To counter these threats, we have implemented an information security management
system (ISMS) focused on data confidentiality, integrity, and availability. Our ISMS has been certified as ISO/IEC 27001 compliant
and is re-evaluated annually by our external auditors. Similarly, we conduct external cyber penetration testing annually to assess and
improve our security posture and reduce cybersecurity risk. No material information security breaches have occurred in the past three
years. Through a combination of governance, risk, and compliance (GRC) resources, we also (i) proactively monitor IT controls to
ensure compliance with legal and regulatory requirements, (ii) perform third-party risk management assessments, (iii) ensure essential
business functions remain available during business disruptions, (iv) develop and update incident response plans to address potential
weaknesses, and (v) maintain cyber incident management and reporting procedures. Our ISMS and GRC processes are designed to
prioritize IT and cybersecurity risk areas, identify solutions that minimize such risks, pursue optimal outcomes, and maintain compliance
with contractual obligations. We also maintain a global security operations center with real-time capability to investigate and trigger
impact mitigation protocols. These capabilities allow us to reduce exposure should a security incident arise. For additional information
regarding the risks associated with these matters, see Item 1A. “Risk Factors.”
Trademarks and Trade Names and Patents
Trademarks and Trade Names. We have used, registered and applied to register certain trademarks and service marks to
distinguish our products, technologies and services from those of our competitors in the United States and in foreign countries. We
monitor and, when necessary, enforce our trademark, service mark and trade name rights in the United States and abroad.
Patents. We possess rights to a number of U.S. and foreign patents relating to various aspects of our security and inspection
products, healthcare products and optoelectronic devices and subsystems. Our current patents will expire at various times between 2023
and 2041. While we continue to file new applications and pursue new patents, it remains possible that pending patent applications or
other applications that may be filed may not result in issued patents. In addition, issued patents may not survive challenges to their
validity or enforceability, or may be found to not be infringed by any third parties. Although we believe that our patents have value, our
patents, or any additional patents that may be issued in the future, may not be able to provide meaningful protection from competition.
We believe that our trademarks and trade names and patents are important to our business. The loss of some of our trademarks
or patents might have a negative impact on our financial results and operations. Nevertheless, with the exception of the loss of the,
Rapiscan®, AS&E® or Spacelabs® trademarks, the impact of the loss of any single trademark or patent would not likely have a material
adverse effect on our business.
9
Government Regulation of Medical Devices
The patient monitoring, cardiology and remote monitoring, and connected care systems we design, manufacture, and market
are subject to regulation by numerous government agencies, principally the U.S. Food and Drug Administration (FDA), and by other
federal, state, local and foreign authorities. These systems are also subject to various U.S. and foreign product performance and safety
standards. Our medical device product candidates must undergo an extensive government regulatory clearance or approval process prior
to sale in the United States and other countries, including submission demonstrating clinical safety and efficacy of intended use, as well
as the continuing need for compliance with applicable laws and regulations.This may require significant interaction with regulatory
agencies and the expenditure of substantial resources.
United States FDA. In the United States, the FDA has broad regulatory powers with respect to preclinical and clinical testing
of new medical devices and the designing, manufacturing, labeling, storage, record keeping, marketing, advertising, promotion,
distribution, post market monitoring and reporting and import and export of medical devices. Unless an exemption applies, federal law
and FDA regulations require that all new or significantly modified medical devices introduced into the market be preceded either by a
premarket notification clearance under section 510(k) of the Federal Food, Drug and Cosmetic Act (FDCA), or an approved premarket
approval (PMA) application. Under the FDCA, medical devices are classified into one of three classes—Class I, Class II or Class III—
depending on the degree of risk associated with each medical device and the extent of control needed to provide reasonable assurances
with respect to safety and effectiveness. Class I devices are those for which safety and effectiveness can be reasonably assured by
adherence to a set of regulations, referred to as General Controls, which require compliance with the applicable portions of the FDA’s
Quality System Regulation (QSR) facility registration and product listing, reporting of adverse events and malfunctions and truthful and
non-misleading promotional materials. Some Class I devices, also called Class I reserved devices, also require premarket clearance by
the FDA through the 510(k) premarket notification process described below. Most Class I products are exempt from the premarket
notification requirements.
Class II devices are those that are subject to the General Controls, as well as Special Controls as deemed necessary by the FDA,
which can include performance standards, guidelines and post market surveillance. Most Class II devices are subject to premarket review
and clearance by the FDA. Premarket review and clearance by the FDA for Class II devices is accomplished through the
510(k) premarket notification process.
Under the 510(k) process, the manufacturer must submit to the FDA a premarket notification, demonstrating that the product
for which clearance has been sought is substantially equivalent to a previously cleared 510(k) device or a device that was in commercial
distribution before May 28, 1976 for which the FDA had not yet called for the submission of pre-market approval applications. After a
510(k) notice is submitted, the FDA determines whether to accept it for substantive review. If it lacks necessary information for
substantive review, the FDA will refuse to accept the 510(k) notification. In that case, the applicant must correct the submission errors
before resubmitting. If it is accepted for filing, the FDA begins a substantive review. By statute, the FDA is required to complete its
review of, and clear or deny, a 510(k) notification within 90 days of receiving the 510(k) notification. The FDA may formally request
additional information, which may toll or restart the 90 day deadline. As a practical matter, clearance often takes longer than 90 days
and sometimes is not granted at all. Although many 510(k) premarket notifications are cleared without clinical data, the FDA may
require further information, including clinical data, to make a determination regarding substantial equivalence, which may significantly
prolong the review process. If the FDA agrees that the device is substantially equivalent, it will grant clearance to commercially market
the device.
To be substantially equivalent, the proposed device must have a substantially equivalent intended use and indications for use
as the predicate device, and either have substantially equivalent technological characteristics to the predicate device or have different
technological characteristics and not raise different questions of safety or effectiveness than the predicate device. Clinical data is
sometimes required to support the demonstration of substantial equivalence. Multiple interactions and/or the submission of additional
information or documentation may be required to secure regulatory clearance.
After a device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that
would constitute a new or major change in its intended use, will require a new 510(k) clearance or, depending on the modification, could
require a PMA application. The FDA requires each manufacturer to make this determination initially, but the FDA can review any such
decision and can disagree with a manufacturer’s determination. If the FDA disagrees with a manufacturer’s determination that a new
submission is not required, the FDA may require the manufacturer to cease marketing and/or recall the modified device until 510(k)
clearance or approval of a PMA application is obtained. In addition, in these circumstances, we may be subject to significant regulatory
fines or penalties for failure to submit the requisite premarket notification or PMA submissions.
10
Class III devices include devices deemed by the FDA to pose the greatest risk such as life-supporting or life-sustaining devices,
or implantable devices, in addition to those deemed not substantially equivalent following the 510(k) process. The safety and
effectiveness of Class III devices cannot be reasonably assured solely by the General Controls and Special Controls described above.
Therefore, these devices are typically subject to the PMA application process, which is more costly and time consuming than the 510(k)
process and requires substantial clinical data. To date, all of the patient monitoring and cardiology and remote monitoring systems we
manufacture and sell in the United States have required only 510(k) pre-market notification clearance.
FDA clearance or approval, when granted, may entail limitations on the indicated uses for which a product may be marketed,
and such product approvals, once granted, may be withdrawn if problems occur after initial marketing. Manufacturers of FDA-regulated
products are subject to pervasive and continuing post-approval governmental regulation, including, but not limited to, the registration
and listing regulation, which requires manufacturers to register all manufacturing facilities and list all medical devices placed into
commercial distribution; Quality System (also known as Good Manufacturing Practices) Regulations, which requires manufacturers,
including third-party manufacturers, to follow stringent design, risk management, validation, testing, production, control,
supplier/contractor selection, complaint handling, documentation and other quality assurance procedures during the manufacturing
process; product and promotional labeling regulations; advertising and promotion requirements; restrictions on sale, distribution or use
of a device; PMA annual reporting requirements; the FDA’s general prohibition against promoting products for unapproved or “off-
label” uses; the Medical Device Reporting (MDR) regulation, which requires that manufacturers report to the FDA if their device may
have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or
serious injury if it were to reoccur; medical device correction and removal reporting regulations, which require that manufacturers report
to the FDA field corrections and removals (“recalls”) if undertaken to reduce a risk to health posed by the device or to remedy a violation
of the FDCA that may present a risk to health; recall requirements, including a mandatory recall if there is a reasonable probability that
the device would cause serious adverse health consequences or death; an order of repair, replacement or refund; device tracking
requirements; and post-approval study and post-market surveillance requirements. The FDA has also established a Unique Device
Identification (“UDI”) system that requires manufacturers to mark certain medical devices distributed in the United States with unique
device identifiers. Also, we must comply with cybersecurity requirements to assess cybersecurity and safety risks and design and develop
our devices to ensure safe and effective performance in the face of cyber threats. It is also incumbent on us to monitor third-party
software for new vulnerabilities and verify and validate any software updates or patches meant to address vulnerabilities.
Our facilities, records and manufacturing processes are subject to periodic scheduled and unscheduled inspections by the FDA.
Failure to comply with the applicable United States medical device regulatory requirements could result in, among other things, warning
letters, untitled letters, fines, injunctions, consent decrees, civil penalties, unanticipated expenditures, repairs, replacements, refunds,
recalls or seizures of products, operating restrictions, total or partial suspension of production, the FDA’s refusal to issue certificates to
foreign governments needed to export products for sale in other countries, the FDA’s refusal to grant future premarket clearances or
approvals, withdrawals or suspensions of current product clearances or approvals and criminal prosecution.
Coverage and Reimbursement. Government and private sector initiatives to limit the growth of healthcare costs, including
price regulation and competitive pricing, coverage and payment policies, comparative effectiveness therapies, technology assessments
and managed care arrangements, are continuing in many countries where we do business, including the United States, Europe and Asia.
As a result of these changes, the marketplace has placed increased emphasis on the delivery of more cost-effective medical therapies. In
addition, because there is generally no separate reimbursement from third-party payers to our customers for many of our products, the
additional costs associated with the use of our products can impact the profit margin of our customers. Accordingly, these various
initiatives have created increased price sensitivity over healthcare products generally and may impact demand for our products and
technologies.
Healthcare cost containment efforts have also prompted domestic hospitals and other customers of medical devices to
consolidate into larger purchasing groups to enhance purchasing power, and this trend is expected to continue. The medical device
industry has also experienced some consolidation, partly in order to offer a broader range of products to large purchasers. As a result,
transactions with customers are larger, more complex and tend to involve more long-term contracts than in the past. These larger
customers, due to their enhanced purchasing power, may attempt to increase the pressure on product pricing.
11
Significant healthcare reforms have had an impact on medical device manufacturer and hospital revenues. The Patient
Protection and Affordable Care Act as amended by the Health Care and Education and Reconciliation Act of 2010, collectively referred
to as the Affordable Care Act, is a sweeping measure designed to expand access to affordable health insurance, control healthcare
spending and improve healthcare quality. Many states have also adopted or are considering changes in healthcare policies, in part due
to state budgetary pressures. Ongoing uncertainty regarding implementation of certain aspects of the Affordable Care Act makes it
difficult to predict the impact the Affordable Care Act or state law proposals may have on our business. This has created uncertainty in
the market, which could result in reduced demand for our products, additional pricing pressure, and increased demand for new and more
flexible payment structures.
Other Healthcare Laws. In addition to FDA restrictions on marketing and promotion of drugs and devices, other federal and
state laws restrict our business practices. These laws include, without limitation, data privacy and security laws, anti-kickback and false
claims laws, and transparency laws regarding payments or other items of value provided to healthcare providers.
As a participant in the healthcare industry, we are subject to extensive regulations protecting the privacy and security of patient
health information that we receive, including the Health Insurance Portability and Accountability Act of 1996, as amended by the Health
Information Technology for Economic and Clinical Health Act of 2009, which was enacted as part of the American Recovery and
Reinvestment Act of 2009 (collectively, “HIPAA”). Among other things, these regulations impose extensive requirements for
maintaining the privacy and security of individually identifiable health information, known as “protected health information.” The
HIPAA privacy regulations do not preempt state laws and regulations relating to personal information that may also apply to us. Our
failure to comply with these regulations could expose us to civil and criminal sanctions.
The HIPAA provisions also created federal criminal statutes that prohibit among other actions, knowingly and willfully
executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payers, knowingly
and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare
offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or
fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. A person or entity does not
need to have actual knowledge of the statutes or specific intent to violate them in order to have committed a violation. Also, many states
have similar fraud and abuse statutes or regulations that may be broader in scope and may apply regardless of payer, in addition to items
and services reimbursed under Medicaid and other state programs.
The federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or
receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, to induce or in return
for the purchasing, leasing, ordering, or arranging for or recommending the purchase, lease or order of items or services for which
payment may be made, in whole or in part, under Medicare, Medicaid or other federal healthcare programs. The term “remuneration”
has been broadly interpreted to include anything of value. Although there are a number of statutory exceptions and regulatory safe
harbors protecting some common activities from prosecution, the exceptions and safe harbors are drawn narrowly. Further, a claim
including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for
purposes of the federal civil False Claims Act.
The federal False Claims Act prohibits, among other things, any person or entity from knowingly presenting, or causing to be
presented, a false or fraudulent claim for payment or approval to the federal government, or knowingly making, using or causing to be
made or used a false record or statement material to a false or fraudulent claim to the federal government. A claim includes “any request
or demand” for money or property presented to the U.S. Government. Medical device manufacturers have been held liable under these
laws if they are deemed to cause the submission of false or fraudulent claims by, for example, providing customers with inaccurate
billing or coding information.
These laws impact the kinds of financial arrangements we may have with hospitals or other potential purchasers of our products.
They particularly impact how we structure our sales offerings, including pricing, customer support, education and training programs,
physician consulting, research grants and other service arrangements. If our operations are found to be in violation of any of the health
regulatory laws described above or any other laws that apply to us, we may be subject to material penalties, including potentially
significant criminal and civil and administrative penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in
government healthcare programs, contractual damages, reputational harm, and the curtailment or restructuring of our operations, any of
which could materially and adversely affect our ability to operate our business and our results of operations.
12
Additionally, there has been a trend towards increased federal and state regulation of payments and other transfers of value
provided to healthcare professionals or entities. The federal Physician Payment Sunshine Act requires that certain device manufacturers
track and report to the government information regarding payments and other transfers of value to physicians, certain other clinical staff,
and teaching hospitals, as well as ownership and investment interests held by physicians and their family members. A manufacturer’s
failure to submit timely, accurately and completely the required information for all payments, transfers of value or ownership or
investment interests may result in civil monetary penalties for “knowing failures.” Certain states also mandate implementation of
compliance programs, impose restrictions on device manufacturer marketing practices and/or require the tracking and reporting of gifts,
compensation and other remuneration to healthcare professionals and entities.
We are subject to similar laws in foreign countries where we conduct business. For example, within the EU, the control of
unlawful marketing activities is a matter of national law in each of the member states. The member states of the EU closely monitor
perceived unlawful marketing activity by companies. We could face civil, criminal, and administrative sanctions if any member state
determines that we have breached our obligations under its national laws. Industry associations also closely monitor the activities of
member companies. If these organizations or authorities name us as having breached our obligations under their regulations, rules or
standards, our reputation would suffer, and our business and financial condition could be adversely affected.
Other Foreign Healthcare Regulations
We are also subject to regulation in the foreign countries in which we manufacture, market, and/or import our products. For
example, the commercialization of certain products, including medical devices, in the EU is regulated under a system that presently
requires all such products sold in the EU to bear the CE marking—an international symbol of adherence to the medical device regulations
and standards of the EU. Our manufacturing facilities in Hawthorne, California; Snoqualmie, Washington; Johor Bahru, Malaysia;
Batam, Indonesia; and Hyderabad, India are all certified to the International Organization for Standardization’s ISO 13485 standard for
quality management. Our Hawthorne, California and Snoqualmie, Washington facilities are also certified to the requirements of Annex
II, section 3 of the Directive 93/42/EEC on Medical Devices, which allows them to self-certify that manufactured products can bear the
CE marking. Further, the implementation of the Restriction of Hazardous Substance Directive (“ROHS”) requires that certain products,
including medical devices, shipped into the EU eliminate targeted ROHS substances.
The International Medical Device Regulators Forum has implemented a global approach to auditing manufacturers of medical
devices. This audit system, called the Medical Device Single Audit Program (“MDSAP”), provides for an annual audit of a medical
device manufacturer by a certified body on behalf of various regulatory authorities. Current authorities participating in MDSAP include
the Therapeutic Goods Administration of Australia, Brazil’s Agencia Nacional de Vigilancia Sanitaria, Health Canada, Japan’s Ministry
of Health, Labour and Welfare, and the Japanese Pharmaceuticals and Medical Devices Agency and the FDA. It is expected that more
regulatory authorities will participate in MDSAP in the future.
We and other medical device manufacturers are being confronted with major changes in the EU’s decades-old regulatory
framework governing market access to the EU. The EU’s Medical Devices Regulation (“EU MDR”) is replacing the EU’s Medical
Device Directive (93/42/EEC) and the EU’s Directive on active implantable medical devices (90/385/EEC). The EU MDR imposes
stricter requirements for the marketing and sale of medical devices, including in the area of clinical evaluation requirements, quality
systems and post-market surveillance, than the medical device directives replaced by the EU MDR. The EU MDR became effective as
of May 26, 2021.
Manufacturers of currently approved medical devices will have a transition time to meet the requirements of the EU MDR. The
EU MDR differs in several important ways from the EU’s directives for medical devices and active implantable medical devices replaced
thereby. The most significant changes in the regulations include:
• The definition of medical devices covered under the EU MDR is significantly expanded to include devices that may not
have a medical intended purpose, such as colored contact lenses. Also included in the scope of the regulation are devices
designed for the purpose of “prediction and prognosis” of a disease or other health condition.
• Device manufacturers are being required to identify at least one person within their organization who is ultimately
responsible for all aspects of compliance with the requirements of the new EU MDR. The organization must document the
specific qualifications of this individual relative to the required tasks.
13
• The EU MDR requires rigorous post-market oversight of medical devices.
• The EU MDR allows the EU Commission or expert panels to publish “Common Specifications,” such as requirements for
technical documentation, risk management, or clinical evaluation.
• Devices are to be reclassified according to risk, contact, duration, and invasiveness.
• Systematic clinical evaluation is being required for Class IIa and Class IIb medical devices.
• All approved devices must be recertified in accordance with the new EU MDR requirements.
We have a team dedicated to updating and revising key systems, processes, and product technical documentation to meet the
new EU MDR requirements.
Environmental Regulations
We are subject to various environmental laws, directives, and regulations pertaining to the use, storage, handling and disposal
of hazardous substances used, and hazardous wastes generated, in the manufacture of our products. Such laws mandate the use of
controls and practices designed to mitigate the impact of our operations on the environment, and under such laws we may be held liable
for the costs associated with the remediation and removal of any unintended or previously unknown releases of hazardous substances
on, beneath or from our property and associated operations, including the remediation of hazardous waste disposed off-site. Such laws
may impose liability without regard to whether we knew of, or caused, the release of such hazardous substances. Any failure by us to
comply with present or future regulations could subject us to the imposition of substantial fines, suspension of production, alteration of
manufacturing processes or cessation of operations, any of which could have a material adverse effect on our business, financial
condition and results of operations.
We believe that, except to an extent that would not have a material adverse effect on our business, financial condition or results
of operations, we are currently in compliance with all environmental regulations in connection with our manufacturing operations, and
that we have obtained all environmental permits necessary to conduct our business. The amount of hazardous substances used, and
hazardous wastes generated, by us may increase in the future depending on changes in our operations. To ensure compliance and practice
proper due diligence, we conduct appropriate environmental audits and investigations at our manufacturing facilities in North America,
Asia Pacific, and Europe, and, to the extent practicable, on all new properties. Our manufacturing facilities conduct regular internal
audits to ensure proper environmental permits and controls are in place to meet changes in operations. Third-party investigations address
matters related to current and former occupants and operations, historical land use, and regulatory oversight and status of associated
properties and operations (including surrounding properties). The purpose of these studies is to identify, as of the date of such report,
potential areas of environmental concern related to past and present activities or from nearby operations. The scope and extent of each
investigation is dependent upon the size, complexity and operation of the property and on recommendations by independent
environmental consultants.
Competition
The markets in which we operate are highly competitive and characterized by evolving customer needs and rapid technological
change. We compete with other manufacturers, some of which have significantly greater financial, technical and marketing resources
than we have. In addition, some competitors may have the ability to respond quickly to new or emerging technologies, adapt more
quickly to changes in customer requirements, have stronger customer relationships, have greater name recognition and devote greater
resources to the development, promotion and sale of their products than we do. As a result, we may not be able to compete successfully
against designers and manufacturers of specialized electronic systems and components or within the markets for security and inspection
systems, patient monitoring, cardiology and remote monitoring, or optoelectronic devices. Future competitive pressures may materially
and adversely affect our business, financial condition and results of operations.
14
In the security and inspection market, competition is based primarily on factors such as product performance specification
standards, quality and reliability, government regulatory approvals and qualifications, the overall cost effectiveness of the system, prior
customer relationships and reputation, technological capabilities of the products, price, local market presence, program execution
capability, and breadth of sales and service organization. Competition results in price reductions and reduced margins and could result
in loss of market share. Although our competitors offer products in competition with one or more of our products, we can supply a
variety of system types and offer among the widest array of solutions available from a single supplier. This variety of technologies also
permits us to offer unique hybrid systems to our customers that utilize two or more of these technologies, thereby optimizing flexibility,
performance and cost to meet each customer’s unique application requirements.
In the patient monitoring, cardiology and remote monitoring, and connected care markets, competition is also based on a variety
of factors including product performance, functionality, value and breadth of sales and service organization. Competition could result
in price reductions, reduced margins and loss of our market share. We believe that our patient monitoring products are easier to use than
the products of many of our competitors because we offer a consistent user interface throughout many of our product lines. We also
believe that the capability of our monitoring systems to connect together, and to the hospital IT infrastructure, is a key competitive
advantage. Further, while some of our competitors are also beginning to introduce portal technology, which allows remote access to
data from the bedside monitor, central station or other point of care, we believe that our competing technologies bring valuable, instant
access to labs, radiology and charting at the point of care.
In the markets in which we compete to provide optoelectronic devices and electronics manufacturing services, competition is
based primarily on factors such as expertise in the design and development of optoelectronic devices, product quality, timeliness of
delivery, price, technical support and the ability to provide fully integrated services from application development and design through
production. Because we specialize in custom subsystems requiring a high degree of engineering expertise, we believe that we generally
do not compete to any significant degree with any other large United States, European or Asian manufacturers of standard optoelectronic
components. Competition in the extensive electronic manufacturing services market ranges from multinational corporations with sales
in excess of several billion dollars, to large regional competitors and to small local assembly companies. In our experience, the OEM
customers to whom we provide such services often prefer to engage companies that offer both local and lower-cost off-shore facilities.
Along with a number of domestic competitors for these services, our high-volume, low-cost contract manufacturing locations in
Southeast Asia compete with other manufacturers in the same region.
Backlog
We currently measure our backlog as quantifiable purchase orders or contracts that have been signed, for which revenues are
expected to be recognized within the next five years. In instances where we are not able to estimate the value of a purchase order or
contract, they are not included in backlog.
We ship most of our baggage and parcel inspection, people screening, trace detection, patient monitoring and cardiology and
remote monitoring systems and optoelectronic devices and value-added subsystems within one to several months after receiving an
order. However, such shipments may be delayed for a variety of reasons, including supply chain disruptions and any special design or
requirements of the customer. In addition, large orders of security and inspection products typically require greater lead-times.
Fulfillment of orders of our Rapiscan RTT hold (checked) baggage screening equipment generally requires longer lead times. Further,
we provide turnkey screening services to certain customers for which we may recognize revenue over multi-year periods.
Certain of our cargo and vehicle inspection systems may require more than a year of lead-time. We have experienced some
significant shipping delays associated with our cargo and vehicle inspection systems. Such delays can occur for many reasons, including:
(i) additional time necessary to coordinate and conduct factory inspections with the customer before shipment; (ii) a customer’s need to
engage in time-consuming site construction projects to accommodate the system, over which we may have no control or responsibility;
(iii) additional fine tuning of such systems once they are installed; (iv) design or specification changes by the customer; (v) time needed
to obtain export licenses and/or letters of credit; (vi) delays originating from other contractors on the project; and (vii) supply chain
constraints. The COVID-19 pandemic exacerbated these challenges, and supply chain constraints that originated during the pandemic
continue to affect our projects, even as international travel restrictions and other protective measures subside.
15
As of June 30, 2023, our consolidated backlog totaled approximately $1.8 billion, compared to $1.2 billion as of June 30, 2022.
Approximately $0.8 billion of our backlog as of June 30, 2023 is not reasonably expected to be fulfilled in fiscal year 2024. Sales orders
underlying our backlog are firm orders, although, from time to time we may agree to permit a customer to cancel an order, or an order
may be cancelled for other reasons. Variations in the size of orders, product mix, or delivery requirements, among other factors, may
result in substantial fluctuations in backlog from period to period. Backlog as of any particular date should not be relied upon as
indicative of our revenues for any future period and should not be considered a meaningful indicator of our performance on an annual
or quarterly basis.
Human Capital
The strength and talent of our workforce are critical to the success of our businesses, and we strive to attract, develop and retain
personnel commensurate with the needs of our businesses. Our human capital management priorities are designed to support the
execution of our business strategy and improve organizational effectiveness. We contribute to our employees’ financial, health, and
social well-being through competitive compensation structures, including a robust employee stock purchase program and retirement
benefits, as well as health and well-being programs focused on promoting the physical and mental health of our workforce. We also
strive to create opportunities for career development and growth. We provide training and development programs to foster connections,
leadership competency, and team and individual development, and we have a tuition reimbursement program to encourage ongoing
education.
We understand the importance of a diverse workforce, and we are committed to upholding a culture of diversity, equity, and
inclusion. We value the unique contributions of our employees, and we hold firm to the ideals of fairness, equal opportunity and mutual
respect for all forms of diversity and differing abilities. We are committed to pay equity and protecting the rights of underrepresented
groups within our organization, including women, racial and ethnic minorities, and members of the LGBTQ+ community. Our broader
diversity strategies include focus at all levels of our organization, including with senior management and our Board of Directors. As of
June 30, 2023, 46% of our global workforce was female and 52% of our U.S. workforce was ethnically diverse.
As of June 30, 2023, we employed 6,423 people, of whom 3,975 were employed in manufacturing, 543 were employed in
engineering or research and development, 624 were employed in administration, 342 were employed in sales and marketing and 939
were employed in service capacities. Of the total employees, 2,014 were employed in the Americas, 3,527 were employed in Asia and
882 were employed in Europe.
Available Information
We are subject to the informational requirements of the Exchange Act. Therefore, we file periodic reports, proxy statements
and other information with the SEC. The SEC maintains an internet website (http://www.sec.gov) that contains reports, proxy statements
and other information that issuers are required to file electronically.
Our internet address is: http://www.osi-systems.com. The information found on, or otherwise accessible through, our website
is not incorporated into, and does not form a part of this annual report on Form 10-K or any other report or document we file with or
furnish to the SEC. We make available, free of charge through our internet website, our annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act, and reports filed pursuant to Section 16 of the Exchange Act, as soon as reasonably practicable after electronically filing
such material with, or furnishing it to, the SEC. Also available on our website free of charge are our Corporate Governance Guidelines,
the Charters of our Nominating and Governance, Audit, Compensation and Benefits, Technology, and Risk Management Committees
of our Board of Directors and our Code of Ethics and Conduct (which applies to all members of our Board of Directors and employees,
including our principal executive officer, principal financial officer and principal accounting officer). A copy of this annual report on
Form 10-K is available without charge upon written request addressed to: c/o Secretary, OSI Systems, Inc., 12525 Chadron Avenue,
Hawthorne, CA 90250 or by calling telephone number (310) 978-0516.
16
ITEM 1A. RISK FACTORS
Set forth below and elsewhere in this report and in other documents we file with the SEC are descriptions of the risks and
uncertainties that could materially and adversely affect our business, financial condition and results of operations and could make an
investment in our securities speculative or risky. We encourage you to carefully consider all such risk factors when making investment
decisions regarding our company. If any such risks, or any other risks that we do not currently consider to be material, or which are not
known to us, materialize, our business, financial condition and operating results could be materially adversely affected.
Business and Industry Risks
If operators of, or algorithms installed on, our security and inspection systems fail to detect weapons, explosives or other
devices or materials that are used to commit a terrorist act or other mass casualty event, we could be exposed to product and
professional liability and related claims for which we may not have adequate insurance coverage.
Our business exposes us to potential product liability risks that are inherent in the development, manufacturing, sale and service
of security and inspection systems, software and threat detection algorithms, as well as in the provision of training to our customers in
the use and operation of such systems. Our customers use our security and inspection systems to help them detect items that could be
used in performing terrorist acts, mass casualty events or other crimes. Some of our security and inspection systems require that an
operator interpret an image of suspicious items within a bag, parcel, container, vehicle or other vessel. Others use algorithms to signal
to the operator that further investigation is required. In addition, the training, reliability and competence of the customer’s operator are
often crucial to the detection of suspicious items.
Security inspection systems that signal to the operator that further investigation is required are sometimes referred to in the
security industry as “automatic” detection systems. Nevertheless, if such a system were to fail to signal to an operator when an explosive,
weapon or other contraband was in fact present, resulting in significant loss of life or damage, we would be subject to risk of significant
product liability claims. Security inspection by technological means is circumstance and application-specific. Our security and
inspection systems offer significant capabilities, but also have performance limitations and cannot be designed to reveal or detect
contraband under all circumstances, particularly if criminal actors successfully conceal such items. They can also malfunction or
underperform, including if not properly maintained.
We also offer turnkey security screening solutions under which we perform some or all of the security screening tasks that have
historically been performed by our customers. Such projects expose us to certain professional liability risks that are inherent in
performing security inspection services for the purpose of detecting contraband items, including items that could be used in performing
terrorist acts, mass casualty events or other crimes. If a contraband item were to pass through our operations and be used to perform a
terrorist act, mass casualty event or other crime, we would be subject to risk of significant professional liability claims.
There are also many other factors beyond our control that could lead to liability claims should an act of terrorism, mass casualty
event, or other crime occur. Past terrorism attacks in the U.S. and in other locations worldwide and the potential for future attacks have
caused commercial insurance for such threats to become extremely difficult to obtain. In the event that we are found liable following an
act of terrorism or other mass casualty event, the insurance we currently have in place would not fully cover the claims for damages.
Further, if our security and inspection systems fail to, or are perceived to have failed to, help detect a threat, we could experience negative
publicity and reputational harm, which could have a material adverse effect on our business, financial conditions and results of
operations.
The loss of certain of our customers, including government agencies that can modify or terminate agreements more easily
than other commercial customers with which we contract, the failure to continue to diversify our customer base or the non-renewal
of certain material contracts could have a negative effect on our reputation and could have a material adverse effect on our business,
financial condition and results of operations.
We sell many of our products to prominent, well-respected institutions, including agencies and departments of the U.S.
Government, state and local governments, foreign governments, renowned hospitals and hospital networks, and large military defense
and space industry contractors. Many of these larger customers spend considerable resources testing and evaluating our products and
our design and manufacturing processes and services. Some of our smaller customers know this and rely on this as an indication of the
quality and reliability of our products and services. As a result, part of our reputation and success depends on our ability to continue to
sell to larger institutions that are known for demanding high standards of excellence. The loss or termination of a contract by such an
institution, even if for reasons unrelated to the quality of our products or services, could therefore have a more wide-spread and
potentially material adverse effect on our business, financial condition and results of operations.
17
Our acquisition and alliance activities could result in disruption of our ongoing business and other operational difficulties,
unrecoverable costs, and other negative consequences, any of which could adversely impact our financial condition and results of
operations.
We intend to continue to make investments in companies, products and technologies, either through acquisitions, investments
or alliances. Acquisition and alliance activities often involve risks, including:
•
•
•
•
•
•
•
•
•
•
•
difficulty in assimilating the acquired operations and employees and realizing synergies expected to result from the
acquisition;
potential liabilities of, or claims against, an acquired company, some of which might not be known until after the
acquisition;
difficulty in managing product development activities with our alliance partners;
difficulty in effectively coordinating sales and marketing efforts;
difficulty in combining product offerings and product lines quickly and effectively;
difficulty in retaining the key employees of the acquired operation;
disruption of our ongoing business, including diversion of management time;
inability to successfully integrate the acquired technologies and operations into our businesses and maintain uniform
standards, controls, policies and procedures;
unanticipated changes in market or industry practices that adversely impact our strategic and financial expectations
regarding an acquired company or acquired assets and require us to write off or dispose of such acquired company or
assets;
lacking the experience necessary to enter into new product or technology markets successfully; and
difficulty in integrating financial reporting systems and implementing controls, procedures and policies, including
disclosure controls and procedures and internal control over financial reporting, appropriate for public companies of our
size at companies that, prior to the acquisition, had lacked such controls, procedures and policies.
Integrating acquired businesses has been and will continue to be complex, time consuming and expensive, and can negatively
impact the effectiveness of our internal control over financial reporting. The use of debt to fund acquisitions or for other related purposes
increases our interest expense and leverage. If we issue equity securities as consideration in an acquisition, current
stockholders percentage ownership and earnings per share may be diluted. As a result of these and other risks, we cannot be certain that
our previous or future acquisitions will be successful and will not materially adversely affect the conduct, operating results or financial
condition of our business.
Substantial declines in crude oil prices or extended periods of low crude oil prices may adversely affect our business,
financial condition, and results of operations.
Some of our international customers have procurement budgets that are strongly correlated with fluctuations in the price of
crude oil. Historically, the market for crude oil has been volatile and unpredictable. Crude oil prices are subject to rapid and significant
fluctuations in response to global events and relatively minor changes in supply and demand. While factors relating the price of crude
oil to demand for our products and services are complex, a period of depressed crude oil prices may adversely affect our business,
financial condition, and results of operations.
Unfavorable currency exchange rate fluctuations could adversely affect our financial results.
Our international sales and our operations in foreign countries expose us to risks associated with fluctuating currency values
and exchange rates. Gains and losses on the conversion of accounts receivable, accounts payable and other monetary assets and liabilities
to U.S. dollars may contribute to fluctuations in our results of operations. We also use forward contracts which are intended to mitigate
the impact of certain foreign currency exposures. These forward contracts may not completely offset foreign currency gains and losses.
In addition, since we conduct business in currencies other than the U.S. dollar but report our financial results in U.S. dollars, increases
or decreases in the value of the U.S. dollar relative to other currencies could have a material adverse effect on our business, financial
condition and results of operations.
18
U.S. budgeting process disruptions could reduce government spending, which could adversely impact our revenues,
earnings, cash flows and financial condition.
Funding for U.S. federal Government activities takes place on an annual basis with the Government fiscal year beginning on
October 1 and ending on September 30. In recent years, the budgeting process has often not been completed by October 1st, which has
required temporary extensions of funding authority, known as a continuing resolution. Because the provision of appropriated funds is
undertaken on an annual basis and subject to budgetary rules and requirements, there can be disruptions to federal funding of current
and future procurements.
We face aggressive competition in each of our operating divisions. If we do not compete effectively, our business will be
harmed.
We encounter aggressive competition from numerous competitors in each of our divisions. In the security and inspection and
patient monitoring and cardiology systems markets, competition is based primarily on such factors as product performance, functionality
and quality, prior customer relationships, technological capabilities of the product, price, certification by government authorities, past
performance, local market presence and breadth of sales and service organization. In the optoelectronic devices and electronics
manufacturing markets, competition is based primarily on factors such as expertise in the design and development of optoelectronic
devices, product quality, timeliness of delivery, price, customer technical support and on the ability to provide fully-integrated services
from application development and design through volume subsystem production. We may not be able to compete effectively with all of
our competitors. To remain competitive, we must develop new products and enhance our existing products and services in a timely
manner. We anticipate that we may have to downward adjust the prices of many of our products to stay competitive. In addition, new
competitors may emerge and entire product lines or service offerings may be threatened by new technologies or market trends that
reduce the value of these product lines or service offerings. Our failure to compete effectively could have a material adverse effect on
our business, financial condition and results of operations.
Healthcare cost containment pressures and legislative or regulatory reforms may affect our ability to sell our products
profitably.
Third-party payers globally are developing increasingly sophisticated methods of controlling healthcare costs which can limit
the amount that healthcare providers may be willing to pay for medical devices. In the United States, hospital and other healthcare
provider customers that purchase our products typically bill various third-party payers to cover all or a portion of the costs and fees
associated with the procedures or tests in which our products are used and bill patients for any deductibles or copayments. Because there
is often no separate reimbursement for our products, any decline in the amount payers are willing to reimburse our customers for the
procedures and tests associated with our products could make it difficult for customers to continue using, or adopt, our products and
create additional pricing pressure for us.
There have been, and we expect there will continue to be, legislative and regulatory proposals to change the healthcare system,
and some could significantly affect the ways in which doctors, hospitals, healthcare systems and health insurance companies are
compensated for the services they provide, which could have a material impact on our business. It is not clear at this time what changes
may impact the ability of hospitals and hospital networks to purchase the patient monitoring, cardiology and remote monitoring, and
connected care systems that we sell or if it will alter market-based incentives that hospitals and hospital networks currently face to
continually improve, upgrade and expand their use of such equipment.
Efforts by governmental and third-party payers to reduce healthcare costs or the implementation of new legislative reforms
imposing additional government controls could cause a reduction in sales or in the selling price of our products, which could adversely
affect our business, financial condition and results of operations.
19
Consolidation in the healthcare industry could have a material and adverse effect on our revenues and results of operations.
The healthcare industry has been consolidating and organizations such as group purchasing organizations, independent delivery
networks, and large single accounts, such as the United States Veterans Administration, continue to consolidate purchasing decisions
for many of our healthcare provider customers. As a result, transactions with customers are larger, more complex and tend to involve
more long-term contracts. The purchasing power of these larger customers has increased, and may continue to increase, causing
downward pressure on product pricing. If we are not one of the providers selected by one of these organizations, we may be precluded
from making sales to its members or participants. Even if we are one of the selected providers, we may be at a disadvantage relative to
other selected providers that are able to offer volume discounts based on purchases of a broader range of products. Further, we may be
required to commit to pricing that has a material adverse effect on our revenues and profit margins, business, financial condition and
results of operations. We expect that market demand, governmental regulation, third-party reimbursement policies and societal pressures
will continue to change the worldwide healthcare industry, resulting in further business consolidations and alliances, which may exert
further downward pressure on the prices of our products and could materially and adversely impact our business, financial condition,
and results of operations.
Technological advances and evolving industry and regulatory standards and certifications could reduce our future product
sales, which could cause our revenues to grow more slowly or decline.
The markets for our products are characterized by rapidly changing technology, changing customer needs, evolving industry
or regulatory standards and certifications and frequent new product introductions and enhancements. The emergence of new industry or
regulatory standards and certification requirements in related fields may adversely affect the demand for our products. This could
happen, for example, if new standards and technologies emerge that were incompatible with customer deployments of our applications.
In addition, any products or processes that we currently offer or plan to develop may become obsolete or uneconomical before we
recover all or any of the expenses incurred in connection with their development. We cannot provide assurance that we will succeed in
developing and marketing product enhancements or new products that respond to technological change, new industry standards, changed
customer requirements or competitive products on a timely and cost‑effective basis. Additionally, even if we are able to develop new
products and product enhancements to meet any such standards, we cannot provide assurance that they will be profitable or that they
will achieve market acceptance.
We develop certain of our security inspection technologies to meet the certification requirements of various government
regulatory agencies worldwide, including the U.S. Transportation Security Administration and the European Civil Aviation Conference
among others. Such standards change as threat and risk assessments evolve and as new technology becomes available within the industry,
which enables regulators to demand performance improvements. We may not ultimately be able to develop technologies, or develop in
a timely way solutions that are ultimately able to meet the new standards.
Certain of our U.S. Government contracts are dependent upon our employees obtaining and maintaining required security
clearances, as well as our ability to obtain security clearances for the facilities in which we perform sensitive government work.
Certain of our U.S. Government contracts require our employees to maintain various levels of security clearances, and we are
required to maintain certain facility security clearances. If we cannot maintain or obtain the required security clearances for our facilities
and our employees, or obtain these clearances in a timely manner, we may be unable to perform certain U.S. Government contracts.
Further, loss of a facility clearance, or an employee’s failure to obtain or maintain a security clearance, could result in a U.S. Government
customer terminating an existing contract or choosing not to renew a contract. Lack of required clearances could also impede our ability
to bid on or win new U.S. Government contracts. This could damage our reputation and adversely affect our business, financial condition
and results of operations.
We could be subject to changes in our tax rates, the adoption of new U.S. or international tax legislation, or exposure to
additional tax liabilities.
We are subject to taxes in the U.S. and numerous foreign jurisdictions. Tax rates in various jurisdictions may be subject to
significant change due to economic and political conditions or otherwise. Our effective tax rates could be affected by changes in the mix
of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or adoption of
new tax legislation or changes in tax laws or their interpretation.
20
We are also subject to the examination of our tax returns and other tax matters by the U.S. Internal Revenue Service and other
tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to
determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations. If our effective
tax rates were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued,
our financial condition and operating results could be materially adversely affected.
The conflict between Russia and Ukraine and the related implications may negatively impact our operations.
In February 2022, Russia invaded Ukraine. As a result, the U.S. and certain other countries have imposed sanctions on Russia
and could impose further sanctions that could damage or disrupt international commerce and the global economy. It is not possible to
predict the broader or longer-term consequences of this conflict or the sanctions imposed to date, which could include further sanctions,
embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency
exchange rates and financial markets. Such geopolitical instability and uncertainty could have a negative impact on our ability to sell to,
ship products to, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export
control law restrictions, and logistics restrictions including closures of air space, and could increase the costs, risks and adverse impacts
from supply chain and logistics challenges.
As a result of the conflict between Russia and Ukraine, there is also an increased likelihood of cyberattacks or cybersecurity
incidents that could either directly or indirectly impact our operations. Any attempts by cyber attackers to disrupt our information
systems or the information systems of our vendors, if successful, could harm our business, result in the misappropriation of funds, be
expensive to remedy, and damage our reputation or brand. Insurance may not be sufficient to cover significant expenses and losses
related to such cyberattacks and cybersecurity incidents.
The potential effects of the conflict between Russia and Ukraine also could impact many of the other risk factors described
herein. Given the evolving nature of this conflict, the related sanctions, potential governmental actions and economic impact, such
potential impacts remain uncertain. We have certain research and development activities within Ukraine for our Healthcare division
which have been somewhat impacted and while we expect the impacts of conflict between Russia and Ukraine to continue to have an
effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this
time.
Operational Risks
As a U.S. Government contractor, we are subject to extensive Federal procurement rules and regulations as well as
contractual obligations that are unique to doing business with the U.S. Government. Non-compliance with any such rules,
regulations or contractual obligations could negatively affect current programs, potential awards and our ability to do business with
the U.S. Government in the future.
U.S. Government contractors must comply with extensive procurement regulations and other requirements including, but not
limited to, those appearing in the Federal Acquisition Regulation (FAR) and its supplements, as well as specific procurement rules and
contractual conditions imposed by various U.S. Government agencies. In addition, U.S. Government contracts typically contain
provisions and are subject to laws and regulations that provide government agencies rights not typically found in commercial contracts,
including the ability to: (i) terminate, reduce the value of, or otherwise modify existing contracts; (ii) suspend or prohibit us from doing
business with the government or a specific government agency; and (iii) claim rights in technologies and systems invented, developed
or produced by us at the government’s expense.
U.S. Government agencies and the agencies of many other governments with which we contract can terminate their contracts
with us for convenience, and in that event, we generally may recover only our incurred costs and expenses on the work completed prior
to termination. If an agency terminates a contract with us for default, we may be denied any recovery and may be liable for excess costs
incurred by the agency in procuring undelivered items from an alternative source. Decisions by an agency to terminate one of our
contracts for default could negatively affect our ability to win future awards not only from such agency, but also from other government
agencies and commercial customers, many of whom evaluate past performance, or are required to review past performance information,
when making their procurement decisions.
21
U.S. Government agencies may also initiate civil False Claims Act litigation against us based on allegations related to our
performance of contracts for the U.S. Government, or to our compliance with procurement regulations and other legal requirements to
which such contracts are subject, or both. Such litigation can be expensive to defend and if found liable can result in treble damages and
significant civil penalties. The U.S. Government may also initiate administrative proceedings that, if resulting in an adverse finding
against us or any of our subsidiaries as to our present responsibility to be a U.S. Government contractor or subcontractor, could result
in our company or our subsidiaries being suspended for a period of time from eligibility for award of new government contracts or task
orders or in a loss of export privileges and, if satisfying the requisite level of seriousness, in our debarment from contracting with the
U.S. Government for a specified term as well as being subject to other remedies available to the U.S. Government. The occurrence of
any of the foregoing events could result in a material adverse effect on our business, financial condition and results of operations.
Due to the competitive process to obtain contracts and the likelihood of protests, we may be unable to achieve or sustain
revenue growth and profitability.
A significant portion of our business is generally awarded through a competitive bidding process, which involves substantial
costs, including cost and time to prepare bids and proposals for contracts that may not be awarded to us, may be split among competitors
or that may be awarded but for which we do not receive meaningful task orders. Following contract award, we may encounter significant
expense, delay, contract modifications or even contract loss as a result of our competitors protesting the award of contracts to us in
competitive bidding. Any resulting loss or delay of start-up and funding of work under protested contract awards may adversely affect
our revenues and profitability. In addition, multi-award contracts require that we make sustained post-award efforts to obtain task orders
under the contract. As a result, we may not be able to obtain these task orders or recognize revenues under these multi-award contracts.
Our failure to compete effectively in this procurement environment would adversely affect our revenues and profitability.
Our revenues are dependent on orders of security and inspection systems, turnkey security screening solutions and patient
monitoring and cardiology and remote monitoring systems, which may have lengthy and unpredictable sales cycles.
Sales of security and inspection systems and turnkey security screening solutions often depend upon the decision of
governmental agencies to upgrade or expand existing airports, border crossing inspection sites, seaport inspection sites, military facilities
and other security installations. In the case of turnkey security screening solutions, the commencement of screening operations may be
dependent on the approval, by a government agency, of the protocols and procedures that our personnel are to follow during the
performance of their activities. In addition, turnkey screening solutions projects, in contrast to the sale and installation of security
inspection equipment, also require that we hire and manage large numbers of local personnel in jurisdictions where we may not have
previously operated. Sales outside of the United States of our patient monitoring and cardiology and remote monitoring systems depend
in significant part on the decision of governmental agencies to build new medical facilities or to expand or update existing medical
facilities. Accordingly, a significant portion of our sales of security and inspection systems, turnkey security screening solutions and our
patient monitoring and cardiology and remote monitoring systems is often subject to delays associated with the lengthy approval
processes. During these approval periods, we expend significant financial and management resources in anticipation of future revenues
that may not occur. If we fail to receive such revenues after expending such resources, such failure could have a material adverse effect
on our business, financial condition and results of operations.
If we do not introduce new products in a timely manner, our products could become obsolete and our operating results
would suffer.
We sell many of our products in industries characterized by rapid technological changes, frequent new product and service
introductions and evolving industry standards and customer needs. Without the timely introduction of new products and enhancements,
our products could become technologically obsolete over time, in which case our revenue and operating results would suffer. The success
of our new product offerings will depend upon several factors, including our ability to: (i) accurately anticipate customer needs;
(ii) innovate and develop new technologies and applications; (iii) successfully commercialize new technologies in a timely manner;
(iv) price our products competitively and manufacture and deliver our products in sufficient volumes and on time; and (v) differentiate
our offerings from our competitors’ offerings. Some of our products are used by our customers to develop, test and manufacture their
products. We therefore must anticipate industry trends and develop products in advance of the commercialization of our customers’
products. In developing any new product, we may be required to make a substantial investment before we can determine the commercial
viability of the new product. If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research
and development of products that do not lead to significant revenues.
22
Interruptions in our ability to purchase raw materials and subcomponents may adversely affect our profitability.
We purchase raw materials and certain subcomponents from third parties. We generally do not have guaranteed long-term
supply arrangements with our suppliers. In addition, for certain raw materials and subcomponents that we use, there are a limited number
of potential suppliers that we have qualified or that we are currently able to qualify. Consequently, some of the key raw materials and
subcomponents that we use are currently available to us only from a single vendor. The reliance on a single qualified vendor could result
in delays in delivering products or increases in the cost of manufacturing the affected products. Any material interruption in our ability
to purchase necessary raw materials or subcomponents or a significant increase in price of raw materials or subcomponents could
adversely affect our ability to fulfill customer orders and therefore could ultimately have a material adverse effect on our business,
financial condition and results of operations.
We contract with third parties that may be unable to fulfill contracts on time.
We contract with third-party vendors to service our equipment in the field. We have made such arrangements because
sometimes it is more efficient to outsource these activities than it is for our own employees to service our equipment. In addition, some
of these vendors maintain stocks of spare parts that are more efficiently accessed in conjunction with a service agreement than would
be the case if we were to maintain such spare parts independently. Any material interruption in the ability of our vendors to fulfill such
service contracts could adversely affect our ability to fulfill customer orders and therefore could ultimately have a material adverse
effect on our business, financial condition and results of operations.
Additionally, purchasers of our security and inspection systems and turnkey security screening solutions sometimes require the
construction of the facilities that will house our systems and/or operations. We engage qualified construction firms to perform this work.
However, if such firms experience delays, if they perform sub-standard work or if we fail to properly monitor the quality of their work
or the timeliness of their progress, we may not be able to complete our construction projects on time. In any such circumstance, we
could face the imposition of delay penalties and breach of contract claims by our customer. Any material delay caused by our
construction firm subcontractors could therefore ultimately have a material adverse effect on our business, financial condition and results
of operations.
We accumulate excess inventory from time to time.
Because of long lead times and specialized product designs, in certain cases we purchase components and manufacture products
in anticipation of customer orders based on customer forecasts. For a variety of reasons, such as decreased end-user demand for our
products or other factors, our customers might not purchase all the products that we have manufactured or for which we have purchased
components. To the extent that we are unsuccessful in recouping our material and manufacturing costs, this could have a material adverse
effect on our business, financial condition and results of operations. In addition, because of the complex customer acceptance criteria
associated with some of our products, on some occasions, products the title of which has passed to our customers are still included in
our inventory until revenue recognition criteria are met. As a result, inventory levels are elevated from time to time.
Economic, political, legal, operational and other risks associated with international sales and operations could adversely
affect our financial performance.
Our businesses are subject to risks associated with doing business internationally. We anticipate that revenues from
international operations will continue to represent a substantial portion of our total revenue. In addition, many of our manufacturing
facilities, and therefore employees, suppliers, real property, capital equipment, cash and other assets are located outside the United
States. Accordingly, our future results could be harmed by a variety of factors, including without limitation:
•
•
•
•
•
•
•
•
•
•
changes in foreign currency exchange rates;
changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets;
political and economic instability, including the possibility of civil unrest, terrorism, mass violence or armed conflict;
longer payment cycles of foreign customers and difficulty of collecting receivables in foreign jurisdictions;
imposition of domestic and international taxes, export controls, tariffs, embargoes, sanctions, trade disputes, and other
trade restrictions;
difficulty in staffing and managing widespread operations;
difficulty in managing distributors and sales agents and their compliance with applicable laws;
changes in a foreign government’s budget, leadership and national priorities;
increased legal risks arising from differing legal systems; and
compliance with export control and anticorruption legislation, including but not limited to, the Foreign Corrupt Practices
Act and UK Bribery Act and International Traffic in Arms Regulations.
23
There are inherent risks associated with operations in Mexico.
We are currently in the process of fulfilling agreements to provide cargo and vehicle inspection systems and related services to
government customers in Mexico. These agreements are significant to our business, financial condition and results of operations. The
following are certain risks to operating in Mexico that could adversely impact our operations and have a material adverse effect on our
business, financial condition and results of operations: (i) ability of key suppliers and subcontractors to fulfill obligations on a timely
basis; (ii) cooperation of various departments of the Mexican government in issuing permits, and inspecting our operations on a timely
basis; (iii) receipt of payments in a timely manner; (iv) significant penalties in the event of our late delivery or non-performance;
(v) termination or change in scope of program at the election of the Mexican government; (vi) regional political and economic instability;
(vii) high rate of crime in Mexico where we conduct operations; and (viii) change in the value of the Mexican peso.
Our operations are vulnerable to interruption or loss due to natural disasters, epidemics or pandemics such as COVID-19,
terrorist acts and other events beyond our control, which could adversely impact our operations.
Although we perform manufacturing in multiple locations, we generally do not have redundant manufacturing capabilities in
place for any particular product or component. As a result, we depend on our current facilities for the continued operation of our business.
A natural disaster, epidemic or pandemic, terrorist act, act of war, civil unrest, or other natural or manmade disaster affecting any of our
facilities could significantly disrupt our operations, or delay or prevent product manufacturing and shipment for the time required to
repair, rebuild, or replace our manufacturing facilities. This delay could be lengthy and we could incur significant expenses to repair or
replace the facilities. Any similar natural or manmade disaster that affects a key supplier or customer could lead to a similar disruption
in our business.
As an example, the COVID-19 pandemic resulted in governments around the world implementing stringent measures to help
combat the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business
curtailments, school closures, and other measures, which has led to a global economic slowdown and impacted the financial markets of
many countries. In particular, the COVID-19 pandemic significantly reduced airline passenger traffic, which reduced demand for certain
of our security screening products and services. To slow and limit the transmission of COVID-19, governments across the world imposed
significant air travel restrictions. These restrictions reduced demand for security screening products and related services at airport
checkpoints globally. The global supply chain has also been disrupted. Staffing or personnel shortages due to pandemic-related shelter-
in-place orders and quarantines have impacted and may continue to impact us and our suppliers. There have been widespread shortages
in certain product categories. If the supply chain for materials used in our production process continues to be adversely impacted by
COVID-19 or otherwise, our business, financial condition, and results of operations may be materially and adversely impacted.
Any recall of our products, either voluntarily or at the direction of the FDA or another governmental authority, or the
discovery of serious safety issues with our products that leads to corrective actions, could have a material adverse impact on us.
Although we believe that existing data continue to support the efficacy and safety of our patient monitoring, cardiology, and
connected care products, in the future, longer term study outcomes could demonstrate conflicting clinical effectiveness, a reduction of
effectiveness, no clinical effectiveness or longer-term safety issues. This type of differing data could have a detrimental effect on the
market penetration and usage of our medical device products. As a result, our sales may decline or expected growth would be negatively
impacted. This could negatively impact our operating condition and financial results.
More generally, all medical devices can experience performance problems that require review and possible corrective action
by us or a component supplier. We cannot provide assurance that there will not be component failures, manufacturing errors,
noncompliance with quality system requirements or good manufacturing practices, design defects, software defects or labeling
inadequacies in any device that could result in an unsafe condition or injury to the patient. The FDA and similar foreign governmental
authorities have the authority to require the recall of commercialized products in the event of material deficiencies or defects in design
or manufacture of a product or if a product poses an unacceptable risk to health. Manufacturers may also, under their own initiative,
stop shipment or recall a product if any material deficiency is found or withdraw a product to improve device performance or for other
reasons. A government mandated or voluntary recall by us could occur as a result of an unacceptable risk to health, component failures,
manufacturing errors, noncompliance with good manufacturing practices or quality system requirements, design or labeling defects or
other deficiencies and issues. Similar regulatory agencies in other countries have similar authority to recall products because of material
deficiencies or defects in design or manufacture that could endanger health. A recall involving our products could be particularly harmful
to our business, financial and operating results. In addition, under the FDA’s medical device reporting regulations, we are required to
report to the FDA any incident in which our product may have caused or contributed to a death or serious injury or in which our product
malfunctioned and, if the malfunction were to recur, would likely cause or contribute to death or serious injury. A future recall
announcement could harm our reputation with customers and negatively affect our sales. In addition, the FDA or a foreign governmental
authority could take enforcement action for failing to report the recalls when they were conducted.
24
Depending on the corrective action we take to redress a product’s deficiencies or defects, the FDA or applicable foreign
regulatory authority may require, or we may decide, that we will need to obtain new approvals or clearances for the device before we
may market or distribute the corrected device. Seeking such approvals or clearances may delay our ability to replace the recalled devices
in a timely manner. Moreover, we may face additional regulatory enforcement action, including FDA warning letters, product seizure,
injunctions, administrative penalties, civil penalties or criminal fines. We may also be required to bear other costs or take other actions
that may have a negative impact on our sales as well as face material adverse publicity or regulatory consequences, which could harm
our business, including our ability to market our products in the future.
Any adverse event involving our products, whether in the United States or abroad, could result in future voluntary corrective
actions, such as recalls or customer notifications, or agency action, such as inspection, mandatory recall, orders of repair, replacement
or refund or other enforcement action. Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a
lawsuit, will require the dedication of our time and capital and may harm our reputation and financial results.
We rely on third parties and our own systems for interaction with our customers and suppliers and employees, and a failure
of a key information technology system, process or site or any other failure or interruption in the services provided by these third
parties or our own systems could have a material adverse impact on our ability to conduct business.
We rely extensively on our information technology systems and systems and services provided by third parties to interact with
our employees and our customers and suppliers. These interactions include, but are not limited to, ordering and managing materials
from suppliers, converting materials to finished products, shipping product to customers, processing transactions, summarizing and
reporting results of operations, transmitting data used by our service personnel and by and among our wide-spread personnel and
facilities, complying with regulatory, legal and tax requirements, and other processes necessary to manage our business. We do not
control our third-party service providers and we do not maintain redundant systems for some of such services, increasing our
vulnerability to problems with such services. If the systems on which we rely are damaged or cease to function properly due to any
number of causes, ranging from failures of our third-party service providers to catastrophic events, to power outages, to security
breaches, we may suffer interruptions in our ability to manage operations which may adversely impact our business, results of operations
and/or financial condition.
We could suffer a loss of revenue and increased costs, exposure to significant liability, reputational harm, and other serious
negative consequences if we sustain cyber-attacks or other data security breaches that disrupt our operations or result in the
dissemination of proprietary or confidential information about us or our customers, suppliers, or other third parties; our products
and services may be subject to potential cyber-attacks or other information technology vulnerabilities.
We manage and store proprietary, sensitive and confidential data related to our business operations. We may be subject to
cyber-attacks and breaches of the information technology systems we use for these purposes. Experienced programmers and hackers
may be able to penetrate our network security and misappropriate or compromise our confidential information or that of third parties,
create system disruptions, or cause shutdowns. Hackers may also be able to develop and deploy viruses, worms, malware, ransomware
and other malicious software programs that attack our systems or otherwise exploit security vulnerabilities in our systems or products.
In addition, sophisticated hardware and operating system software and applications that we produce or procure from third parties may
contain defects in design or manufacturing, including “bugs” and other problems that could unexpectedly interfere with the operation
of our systems or products. Cyber-threats vary in technique, are persistent, frequently change, and increasingly are more sophisticated,
targeted, and difficult to detect or prevent.
We expend significant capital and resources to protect against the threat of security breaches, including cyber-attacks, viruses,
worms, malware, ransomware and other malicious software programs. Substantial additional expenditures may be required before or
after a cyber-attack to mitigate or alleviate problems caused by the unauthorized access, theft of data stored within our information
systems, or the introduction of computer malware or ransomware to our environment. Our remediation efforts may not be successful,
and there could be interruptions, delays, or cessation of service due to cyber-attacks or other data security breaches.
We often identify attempts to gain unauthorized access to our systems. Given the rapidly evolving nature and proliferation of
cyber threats, there can be no assurance that our employee training, operational, and other technical security measures or other controls
will detect, prevent or remediate security or data breaches in a timely manner or otherwise prevent unauthorized access, damage, or
interruption of our systems and operations. We are likely to face attempted cyber-attacks in the future. Accordingly, we may be
vulnerable to losses associated with the improper functioning, security breach, or unavailability of our information systems as well as
any systems used in acquired operations.
25
In addition, breaches of our security measures and the unapproved use or disclosure of proprietary information or sensitive or
confidential data about us or our suppliers, customers or other third parties could expose us or any such affected third party to a risk of
loss or misuse of this information, result in litigation and potential liability for us, damage our brand and reputation or otherwise harm
our business, even if we were not responsible for the breach. Furthermore, we are exposed to additional risks because we rely in certain
capacities on third-party software, data management, and cloud service providers with possible security problems and security
vulnerabilities beyond our control. Media or other reports of perceived security vulnerabilities to our systems or those of our third-party
suppliers, even if no breach has been attempted or occurred, could adversely impact our brand and reputation and materially impact our
business.
Our products and services may also be at risk of cyber-attacks and security breaches. While we design and build security
measures into our products and services, once installed and implemented at customer sites those measures may not prevent all
cybersecurity attacks targeted against their networks and datacenters, such as the unauthorized access, capture, or alteration of
information; the exposure or exploitation of potential security vulnerabilities; distributed denial of service attacks; the installation of
malware or ransomware; acts of vandalism; computer viruses; or misplaced data or data loss.
A significant actual or perceived (whether or not valid) theft, loss, fraudulent use or misuse of customer, employee, or other
personally identifiable data, whether by us, our partners and vendors, or other third parties, or as a result of employee error or malfeasance
or otherwise, non-compliance with applicable industry standards or our contractual or other legal obligations regarding such data, or a
violation of our privacy and information security policies with respect to such data, could result in costs, fines, litigation, or regulatory
actions against us. Such an event could additionally result in unfavorable publicity and therefore materially and adversely affect the
market’s perception of the security and reliability of our products and services and our credibility and reputation with our customers.
Given increasing cyber security threats, there can be no assurance that we will not experience business interruptions, data loss,
ransom, misappropriation, or corruption or theft or misuse of proprietary information or related litigation and investigation, any of which
could have a material adverse effect on our financial condition and results of operations and harm our business reputation.
Delays, costs, and disruptions that result from upgrading, integrating and maintaining the security of our information and
technology networks and systems could materially adversely affect us.
We are dependent on information technology networks and systems, including Internet and Internet-based or “cloud”
computing services, to collect, process, transmit, and store electronic information. We are currently modernizing and upgrading our
information technology systems while simultaneously integrating systems from our various acquisitions, including making changes to
legacy systems, and replacing some legacy systems with new and advanced functionality. While upgrading and implementing change
to any one of our systems could present challenges, the age of our systems and architecture may present unique challenges that we have
not previously encountered as we undertake these efforts. There are inherent costs and risks associated with integrating, replacing and
changing these systems and implementing new systems, including potential disruption of our sales and operations, potential disruption
of our internal control structure, substantial capital expenditures, additional administration and operating expenses, demands on
management time, securing our systems along with dependent processes from cybersecurity threats, and other risks and costs of delays
or difficulties in transitioning to new systems or of integrating new systems into our current systems. The implementation of or delay in
implementing new information technology systems may also cause disruptions in our business operations and impede our ability to
comply with constantly evolving laws, regulations and industry standards addressing information and technology networks, privacy and
data security, any of which could have a material adverse effect on our business, financial condition, results of operations and cash
flows.
Our inability to successfully manage the implementation of a company-wide enterprise resource planning (“ERP”) system
could adversely affect our operating results.
We are in the process of implementing a new company-wide ERP system. This process has been and continues to be complex
and time-consuming and we expect to incur additional capital outlays and expenses. This ERP system will modernize and replace many
of our existing operating and financial systems, which is a major undertaking from a financial management and personnel perspective.
Should the new ERP system not be implemented successfully throughout all our business units, be significantly delayed or over-budget
or if the system does not perform in a satisfactory manner, it could be disruptive and adversely affect our operations, including our
potential ability to report accurate, timely and consistent financial results, our ability to purchase supplies, components and raw materials
from suppliers, and our ability to timely deliver products and services to customers and/or collect receivables from them. If the new
ERP system is not successfully and fully implemented, it could negatively affect our financial reporting, inventory management, future
sales, profitability and financial condition.
26
Our credit facility contains provisions that could restrict our ability to finance our future operations or engage in other
business activities that may be in our interest.
Our credit facility contains a number of significant covenants that, among other things, limit our ability to: (i) dispose of assets;
(ii) incur certain additional indebtedness; (iii) repay certain indebtedness; (iv) create liens on assets; (v) pay dividends on our Common
Stock; (vi) make certain investments, loans and advances; (vii) repurchase or redeem capital stock; (viii) make certain capital
expenditures; (ix) engage in acquisitions, mergers or consolidations; and (x) engage in certain transactions with subsidiaries and
affiliates.
These covenants could limit our ability to plan for or react to market conditions, finance our operations, engage in strategic
acquisitions or disposals or meet our capital needs or could otherwise restrict our activities or business plans. Our ability to comply with
these covenants may be affected by events beyond our control. In addition, our credit facility also requires us to maintain compliance
with certain financial ratios. Our inability to comply with the required financial ratios or covenants could result in an event of default
under our credit facility. A default, if not cured or waived, may permit acceleration of our indebtedness. In addition, our lenders could
terminate their commitments to make further extensions of credit under our credit facility. If our indebtedness is accelerated, we cannot
be certain that we will have sufficient funds to pay the accelerated indebtedness or that we will have the ability to refinance accelerated
indebtedness on terms favorable to us or at all. If we are not able to refinance existing indebtedness on acceptable terms, our ability to
finance our operations, engage in strategic acquisitions, and otherwise meet our capital needs would be significantly impaired.
Legal and Regulatory Risks
The Support Anti-terrorism by Fostering Effective Technologies Act of 2002 (SAFETY Act) may not shield us against legal
claims we may face following an act of terrorism.
The SAFETY Act provides important legal liability protections for providers of qualified anti-terrorism products and services.
Under the SAFETY Act, providers, such as our Security division, may apply to the U.S. Department of Homeland Security for coverage
of their products and services. If granted coverage, such providers receive certain legal protections against product liability, professional
liability and certain other claims that could arise following an act of terrorism. We have applied to the U.S. Department of Homeland
Security for many of the products and services offered by our Security division, but we do not enjoy coverage under the SAFETY Act
(or the highest level of coverage) for every product line, model number and service offering that our Security division provides. In
addition, the terms of the SAFETY Act coverage decisions awarded to us by the U.S. Department of Homeland Security restrict coverage
to specific model numbers, software, and options within our product lines, sales to specific customers, and impose various other
limitations, and contain conditions and requirements that we may not (or may not be able to) continue to satisfy in the future. Delays by
the U.S. Department of Homeland Security in granting coverage (or extensions of coverage) and in our ability to meet the evolving
standards of the SAFETY Act application process has and may in the future continue to result in coverage limitations for our products
and services.
If we fail to maintain SAFETY Act protections for each of our product models, options, offerings, software and services, or
fail to apply in a timely way for coverage for new products, models, and services as we acquire or introduce them, or if the U.S.
Department of Homeland Security limits the scope of any coverage previously awarded to us, denies us coverage or continued coverage
for a particular product, product line, model, option, offering, software feature, or service, or delays in making decisions about whether
to grant us coverage, we may become exposed to legal claims that the SAFETY Act was otherwise designed to prevent. Moreover, the
SAFETY Act was not designed to shield providers of qualified anti-terrorism products and services from all types of claims that may
arise from acts of terrorism, including from many types of claims lodged in courts outside of the United States or acts of terrorism that
occur outside of the United States, which exposes us to legal claims and litigation defense costs despite the SAFETY Act awards we
have received.
Our patient monitoring, cardiology and remote monitoring, and connected care systems could give rise to product liability
claims and product recall events that could materially and adversely affect our financial condition and results of operations.
The development, manufacturing and sale of medical devices expose us to significant risk of product liability claims, product
recalls and, sometimes, product failure claims. We face an inherent business risk of financial exposure to product liability claims if the
use of our medical devices results in personal injury or death. Substantial product liability litigation currently exists within the medical
device industry. Some of our patient monitoring, cardiology and remote monitoring, and connected care products may become subject
to product liability claims and/or product recalls. Future product liability claims and/or product recall costs may exceed the limits of our
insurance coverages, or such insurance may not continue to be available to us on commercially reasonable terms, or at all. In addition,
a significant product liability claim or product recall could significantly damage our reputation for producing safe, reliable and effective
products, making it more difficult for us to market and sell our products in the future. Consequently, a product liability claim, product
recall or other claim could have a material adverse effect on our business, financial condition and results of operations.
27
Our global operations expose us to legal compliance risks related to certain anti-bribery and anti-corruption laws.
We are required to comply with the U.S. Foreign Corrupt Practices Act, which prohibits United States companies from engaging
in bribery or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business. It also requires us
to maintain specific record-keeping standards and adequate internal accounting controls. In addition, we are subject to similar
requirements in other countries. Bribery, corruption, and trade laws and regulations, and the enforcement thereof, are increasing in
frequency, complexity and severity on a global basis. Although we have internal policies and procedures with the intention of assuring
compliance with these laws and regulations, our employees, distributors, resellers and contractors involved in our international sales
may take actions in violations of such policies. If our internal controls and compliance program do not adequately prevent or deter our
employees, distributors, resellers, contractors and/or other third parties with which we do business from violating anti-bribery,
anti-corruption or similar laws and regulations, we may incur severe fines, penalties and reputational damage.
We are subject to import and export controls that could subject us to liability or impair our ability to compete in international
markets.
Due to the international scope of our operations, we are subject to a complex system of import- and export-related laws and
regulations, including U.S. export control and customs regulations and customs regulations of other countries. These regulations are
complex and vary among the legal jurisdictions in which we operate. Any alleged or actual failure to comply with such regulations may
subject us to government scrutiny, investigation, and civil and criminal penalties, and may limit our ability to import or export our
products or to provide services outside the United States. Depending on severity, any of these penalties could have a material impact on
our business, financial condition and results of operations.
Our business is subject to complex and evolving U.S. and international laws and regulation regarding privacy and data
protection. If we fail to meet our compliance obligations under applicable privacy and data protection regulations, even if such
compliance by us is inadvertent, or if we are unable to comply with changes to such requirements, we might be subject to fines, legal
disputes, or other liabilities that could have a material adverse effect on our financial condition and results of operations.
Regulatory authorities around the world are considering legislative and regulatory proposals concerning data protection, and
the interpretation and application of data protection laws in the U.S., the EU, and elsewhere are often uncertain and in flux. These laws
may be interpreted and applied in a manner that is inconsistent with our data practices. If our data practices are found to be in conflict
with privacy and data protection laws or regulations, we could face fines or orders requiring that we change our data practices, which
could have an adverse effect on our business, financial condition and results of operations.
We must comply with extensive federal and state requirements regarding the use, retention, security, and re-disclosure of patient
healthcare information. HIPAA and the regulations that have been issued under it contain substantial restrictions and complex
requirements with respect to the use and disclosure of certain individually identifiable health information, referred to as “protected health
information”. The HIPAA Privacy Rule prohibits a covered entity or a business associate from using or disclosing protected health
information unless the use or disclosure is validly authorized by the individual or is specifically required or permitted under the HIPAA
Privacy Rule and only if certain complex requirements are met. The HIPAA Security Rule establishes administrative, organizational,
physical, and technical safeguards to protect the privacy, integrity, and availability of electronic protected health information maintained
or transmitted by covered entities and business associates. The HIPAA Breach Notification Rule requires that covered entities and
business associates, under certain circumstances, notify patients when there has been an improper use or disclosure of protected health
information. Any failure or perceived failure of our Company or our products to meet HIPAA standards and related regulatory
requirements could expose us to certain notification, penalty, and enforcement risks, damage our reputation, and adversely affect demand
for our products and force us to expend significant capital and other resources to address the privacy and security requirements of
HIPAA.
In addition, there are other federal laws that include specific privacy and security obligations, above and beyond HIPAA, for
certain types of health information and impose additional sanctions and penalties. All 50 states, the District of Columbia, Guam, Puerto
Rico, and the Virgin Islands have enacted legislation requiring notice to individuals of security breaches involving protected health
information, which is not uniformly defined among the breach notification laws. Organizations must review each state’s definitions,
mandates, and notification requirements and timelines to appropriately prepare and notify affected individuals and government agencies,
including the attorney general, in compliance with such state laws. Further, most states have enacted patient confidentiality laws that
protect against the disclosure of confidential medical information, and many states have adopted or are considering adopting further
legislation in this area. These state laws may be more stringent than HIPAA requirements. California passed the California Consumer
Privacy Act, which imposes significant changes in data privacy regulation, and New York has passed the Stop Hacks and Improve
Electronic Data Security Act, which expands the state’s existing privacy laws. GDPR, a regulation implemented on May 25, 2018 in the
EU on data protection and privacy for all individuals in the EU and the EEA, applies to all enterprises, regardless of location, that are
doing business in the EU or that collect and analyze data tied to EU and EEA residents. GDPR creates a range of compliance obligations,
including stringent technical and security controls surrounding the storage, use, and disclosure of personal information, and significantly
increases financial penalties for noncompliance.
28
We are facing an increasingly complex international regulatory environment which is constantly changing and if we fail to
comply with international regulatory requirements, or are unable to comply with changes to such requirements, our financial
performance may be harmed.
Our international operations and sales subject us to an international regulatory environment which is becoming increasingly
complex and is constantly changing due to factors beyond our control. Risks associated with our international operations and sales
include, without limitation, those arising from the following factors:
•
•
•
•
•
•
•
differing legal and court systems and changes to such systems;
differing labor laws and changes in those laws;
differing tax laws and changes in those laws;
differing environmental laws and changes in those laws;
differing laws governing our distributors and sales agents and changes in those laws;
differing protection of intellectual property and changes in that protection; and
differing import and export requirements and changes to those requirements.
If we fail to comply with applicable international regulatory requirements, even if such non-compliance by us is inadvertent,
or if we are unable to comply with changes to such requirements, our financial performance may be harmed.
Substantial government regulation in the United States and abroad may restrict our ability to sell our patient monitoring,
cardiology and remote monitoring, and connected care systems, and failure to comply with such laws and regulations may have a
material adverse impact on our business.
The FDA and comparable regulatory authorities in foreign countries extensively and rigorously regulate our patient monitoring,
cardiology and remote monitoring, and connected care systems, including the research and development, design, testing, clinical trials,
manufacturing, clearance or approval, safety and efficacy, labeling, advertising, promotion, pricing, recordkeeping, reporting, import
and export, post-approval studies and sale and distribution of these products. In the United States, before we can market a new medical
device, or a new use of, new claim for, or significant modification to, an existing product, we must first receive clearance under Section
510(k) of the Federal Food, Drug and Cosmetic Act as discussed under Part I, Item 1, “Business - Regulation of Medical Devices.”
Some modifications made to products cleared through a 510(k) may require a new 510(k). The FDA can delay, limit or deny clearance
or approval of a device for many reasons.
Our future products may not obtain FDA clearance on a timely basis, or at all. Further, the FDA makes periodic inspections of
medical device manufacturers and in connection with such inspections issues observations when the FDA believes the manufacturer has
failed to comply with applicable regulations. If FDA observations are not addressed to the FDA’s satisfaction, the FDA may issue a
warning letter or proceed directly to other forms of enforcement action, which could include the shutdown of our production facilities,
adverse publicity, and civil and criminal penalties. The expense and costs of any corrective actions that we may take, which may include
product recalls, correction and removal of products from customer sites and/or changes to our product manufacturing and quality
systems, could adversely impact our financial results. Issuance of a warning letter may also lead customers to delay purchasing decisions
or cancel orders.
Our patient monitoring, cardiology and remote monitoring, and connected care systems must also comply with the laws and
regulations of foreign countries in which we develop, manufacture and market such products. In general, the extent and complexity of
medical device regulation is increasing worldwide. This trend is likely to continue, and the cost and time required to obtain marketing
clearance in any given country may increase as a result. Our products may not obtain any necessary foreign clearances on a timely basis,
or at all.
29
Once any of our patient monitoring, cardiology and remote monitoring, or connected care systems is cleared for sale, regulatory
authorities may still limit the use of such product, prevent its sale or manufacture or require a recall or withdrawal of such product from
the marketplace. Following initial clearance from regulatory authorities, we continue to be subject to extensive regulatory requirements.
Government authorities can withdraw marketing clearance or impose sanctions due to our failure to comply with regulatory standards
or due to the occurrence of unforeseen problems following initial clearance. Ongoing regulatory requirements are wide-ranging and
govern, among other things: (i) annual inspections to retain a CE mark for sale of products in the EU; (ii) product manufacturing;
(iii) patient health data protection and medical device security; (iv) supplier substitution; (v) product changes; (vi) process modifications;
(vii) medical device reporting; and (viii) product sales and distribution.
Legislative or regulatory reforms such as the new EU Medical Devices Regulation may make it more difficult and costly for
us to obtain certification, regulatory clearance, or approval of any future products and to manufacture, market, and distribute our
products after certification, clearance, or approval is obtained.
Following its entry into application on May 26, 2021, the EU MDR introduced substantial changes to the obligations with
which medical device manufacturers must comply in the EEA. High risk medical devices are subject to additional scrutiny during the
conformity assessment procedure. Unlike directives such as the EU Medical Devices Directive, which must be implemented into the
national laws of EEA countries, the EU MDR is directly applicable, without the need for adoption by EEA country laws implementing
them, in all EEA countries and intended to eliminate current differences in regulation of medical devices among EEA countries. The
EU MDR, among other things, is intended to establish a uniform, transparent, predictable and sustainable regulatory framework across
the EEA for medical devices to ensure a high level of safety and health while supporting innovation.
The EU MDR imposes a number of new requirements on manufacturers of medical devices and imposes increased compliance
obligations for us to access the EEA market. Our failure to comply with applicable foreign regulatory requirements, including those
administered by authorities of the EEA countries, could result in enforcement actions against us and impair our ability to market products
in the EEA in the future. Any changes to the membership of the EU, such as the departure of the United Kingdom under Brexit, may
impact the regulatory requirements for impacted countries and impair our business operations and our ability to market products in such
countries. For further discussion of the EU MDR, see Part I, Item 1, “Business - Regulation of Medical Devices.”
We may be subject to fines, penalties, injunctions, or other enforcement actions if we are determined to be promoting the
use of our products for unapproved or “off label” uses, resulting in damage to our reputation and business.
Our promotional materials and training methods must comply with FDA and other applicable laws and regulations, including
the prohibition of the promotion of a medical device for a use that has not been cleared or approved by the FDA known as “off label”
use. If the FDA determines that our promotional materials or training constitutes promotion of an off label use, it could request that we
modify our training or promotional materials or subject us to regulatory or enforcement actions, including the issuance of warning letters,
untitled letters, fines, penalties, consent decrees, injunctions, or seizures, which could have an adverse impact on our reputation and
financial results. We could also be subject to enforcement action under other federal or state laws, including the False Claims Act.
Our failure to comply with federal, state, and foreign laws and regulations relating to our healthcare business could have a
material and adverse effect on our business.
Although we do not provide healthcare services, submit claims for third-party reimbursement or receive payments directly
from Medicare, Medicaid or other third-party payers for our products, we are subject to healthcare fraud and abuse regulation and
enforcement by federal and state governments. Healthcare fraud and abuse and health information privacy and security laws potentially
applicable to our operations are discussed in Part I, Item 1, “Business – Regulation of Medical Devices.”
The risk of our being found in violation of these laws and regulations is increased because many of them have not been fully
interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Moreover, recent
health care reform legislation has strengthened these laws. For example, the Affordable Care Act, among other things, amended the
intent requirement of the federal Anti Kickback Statute and criminal health care fraud statutes; a person or entity no longer needs to
have actual knowledge of these statutes or specific intent to violate them to have committed a violation. In addition, the Affordable Care
Act provided that the government may assert that a claim including items or services resulting from a violation of the federal Anti
Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act.
30
Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available under such laws,
it is possible that some of our business activities could be subject to challenge under one or more of such laws. Any action against us
for violation of these laws could cause us to incur significant legal expenses and divert our management’s attention from the operation
of our business. If our operations are found to be in violation of any of the laws described above or any other governmental regulations
that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines, exclusion from governmental
health care programs, disgorgement, contractual damages, reputational harm, diminished profits and future earnings, and the curtailment
or restructuring of our operations, any of which could impair our ability to operate our business, financial condition and our financial
results.
General Risks
Significant inflation and increasing interest rates could materially and adversely affect our business and financial results.
The current inflation rate could materially and adversely affect us by increasing our operating costs, including our materials,
freight, and labor costs, which are already under pressure due to supply chain constraints. In a highly inflationary environment, we may
be unable to raise the sales prices of our products to match the rate of inflation or our increasing operating costs, which could reduce
our profit margins and have a material and adverse effect on our financial performance. Further, pressures from inflation could negatively
impact the willingness and ability of our customers to purchase our products in the same volumes as have been purchased in the past or
are currently being purchased.
As interest rates rise to address inflation or otherwise, such increases will impact the base rates applicable in our credit
arrangements and will result in borrowed funds becoming more expensive to us over time. These financing pressures also can have a
negative impact on customers’ willingness to purchase our products in the same volumes as previously purchased. We also use forward
contracts which are intended to mitigate the impact of certain foreign currency exposures. These forward contracts may not completely
offset foreign currency gains and losses.
Our insurance coverage may be inadequate to cover all significant risk exposures.
We maintain insurance for certain risks, and we believe our insurance coverage is consistent with general practices within our
industry. However, the amount of our insurance coverage may not cover all claims or liabilities and we may be forced to bear substantial
costs. Consistent with market conditions in the insurance industry, premiums and deductibles for some of our insurance policies have
been increasing and may continue to increase in the future. In some instances, some types of insurance may become available only for
reduced amounts of coverage, if at all. In addition, there can be no assurance that our insurers would not challenge coverage for certain
claims. If we were to incur a significant liability for which we were not fully insured or that our insurers disputed, it could have a material
adverse effect on our business, financial condition and results of operations.
We are involved in various litigation matters, which could have a material adverse effect on our business, financial condition
or operating results.
Litigation can be lengthy, expensive and disruptive to our operations, and can divert our management’s attention away from
the running of our business. Claims arising out of actual or alleged violations of law could be asserted against us by individuals, either
individually or through class actions, or by governmental entities in investigations and proceedings. If we are unsuccessful in our defense
in litigation matters, or any other legal proceeding, we may be forced to pay damages or fines, some of which may be in excess of our
insurance coverage, and/or change our business practices, any of which could have a material adverse effect on our business, financial
condition and results of operations. For more information about our litigation matters, see “Legal Proceedings” and Note 11 to the
consolidated financial statements.
31
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
As of June 30, 2023, we owned the following principal facilities:
Location
Billerica, Massachusetts . . . . . . . . . . Manufacturing, engineering, sales and marketing and service for our
Description of Facility
Security division
Snoqualmie, Washington . . . . . . . . . Headquarters and administrative, manufacturing, engineering, sales,
marketing and service for our Healthcare division
Batam, Indonesia . . . . . . . . . . . . . . . Manufacturing for our Optoelectronics and Manufacturing division
Stoke on Trent, United Kingdom . . . Manufacturing, engineering, sales, marketing and service for our Security
Surrey, United Kingdom . . . . . . . . . Manufacturing, engineering, sales, marketing and service for our Security
division
division
As of June 30, 2023, we leased the following principal facilities:
Approximate
Square
Footage
186,200
177,000
93,500
90,000
59,000
Location
Hawthorne, California . . . . . . . . . .
Description of Facility
Corporate headquarters and administrative,
manufacturing, engineering, sales and marketing and
service for our Optoelectronics and Manufacturing
division
Johor Bahru, Malaysia(1) . . . . . . . . Manufacturing, engineering, sales and service for our
Security division
Johor Bahru, Malaysia(1) . . . . . . . . Manufacturing, engineering, sales and service for our
Approximate
Square Footage
Expiration
88,000
2028
167,600
2024 ~ 2025
Torrance, California . . . . . . . . . . . . Manufacturing, engineering, sales and marketing and
service for our Security division
91,900
2027
Batam, Indonesia (1) . . . . . . . . . . . Manufacturing for our Optoelectronics and
Optoelectronics and Manufacturing division
110,100
2024 ~ 2025
Manufacturing division
105,400
2023 ~ 2028
Andover, Massachusetts . . . . . . . . . Manufacturing, engineering, sales and marketing and
service for our Security division
64,200
2027
(1) This is comprised of multiple leases at the same or nearby facilities.
32
We believe that our facilities are in adequate condition to support our current operations but expect to expand as necessary to
support our anticipated future growth. We currently anticipate that we will be able to renew the leases that are scheduled to expire in the
next few years on terms that are substantially the same as those currently in effect. However, even if we were not able to renew one or
more of the leases, we believe that suitable substitute space is available to relocate any of the facilities. Accordingly, we do not believe
that our failure to renew any of the leases that are scheduled to expire in the next few years will have a material adverse effect on our
operations.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we are subject to legal proceedings, claims, and litigation arising in the ordinary course of our business or
otherwise. More information regarding legal proceedings in which we are involved can be found under Note 11, “Commitments and
Contingencies” of the Notes to the Consolidated Financial Statements in Item 8, which is incorporated by reference into this Item 3.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
33
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Stock Market and Other Information
Our Common Stock is traded on The Nasdaq Global Select Market under the symbol “OSIS.”
As of August 21, 2023, there were approximately 94 holders of record of our Common Stock. This number does not include
beneficial owners holding shares through nominees or in “street” name.
Dividends
We have not paid any dividends since the consummation of our initial public offering in 1997, and we have no intention of
paying dividends for the foreseeable future.
Unregistered Sales of Equity Securities
We did not sell any unregistered shares of Common Stock during the fiscal year ended June 30, 2023.
Issuer Purchases of Equity Securities
We did not repurchase any shares of Common Stock during the quarter ended June 30, 2023.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information concerning our equity compensation plans as of June 30, 2023.
Number of securities
Plan category
Number of securities to Weighted‑average
be issued upon exercise
exercise price of
of outstanding options, outstanding options, plans (excluding securities
reflected in column (a))
(c)
warrants and rights warrants and rights
(b)
(a)
remaining available for
future issuance under
equity compensation
Equity compensation plans approved by security holders . . . . .
Equity compensation plans not approved by security holders. .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83,677
—
83,677
$
$
87.09
N/A
87.09
764,333 (1)(2)
—
764,333
(1) These shares are available for future issuance under our Amended and Restated 2012 Incentive Award Plan (the “OSI Plan”), which
was approved by our shareholders on December 10, 2020.
(2) Awards of restricted stock units or other awards that convey the full value of the shares subject to the award are counted as
1.87 shares for every one award granted.
Performance Graph
The graph below compares the cumulative total stockholder return for the period beginning on the market close on the last
trading day before the beginning of our fifth preceding fiscal year through and including the end of our last completed fiscal year with
(a) The Nasdaq Composite Index and (b) a peer group of publicly traded issuer(s) with which we have generally competed.
The peer group includes the following companies: Conmed Corp, Leidos Holdings Inc. and Smiths Group Plc.
34
The graph assumes that $100.00 was invested on June 30, 2018 in (a) our Common Stock, (b) The Nasdaq Composite Index,
and (c) the companies comprising the peer group described above (weighted according to the issuer’s stock market capitalization at the
beginning of each period for which a return is indicated). The graph assumes that all dividends were reinvested. Historical stock price
performance is not necessarily indicative of future stock price performance.
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by
reference into any Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
The following table provides the same information in tabular form as of June 30:
OSI Systems, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Nasdaq Composite Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Peer Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018
100.00
100.00
100.00
2019
145.65
107.78
92.88
2021
2020
96.52 131.44
136.82 198.71
95.11
84.28
2022
110.49
152.16
83.91
2023
152.37
191.93
98.10
ITEM 6. [RESERVED]
35
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended
to help the reader understand our results of operations and financial condition. MD&A is provided as a supplement to, and should be
read in conjunction with, our financial statements and the accompanying notes. This MD&A contains forward-looking statements and
the matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual
results to differ materially from those projected or implied in the forward-looking statements. Please see “Risk Factors” and “Forward-
Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.
Overview
We are a vertically integrated designer and manufacturer of specialized electronic systems and components for critical
applications. We sell our products and provide related services in diversified markets, including homeland security, healthcare, defense
and aerospace. We have three operating divisions, each of which is a reportable segment: (a) Security, providing security and inspection
systems and turnkey security screening solutions; (b) Healthcare, providing patient monitoring, cardiology and remote monitoring, and
connected care systems and associated accessories; and (c) Optoelectronics and Manufacturing, providing specialized electronic
components and electronic manufacturing services for our Security and Healthcare divisions, as well as to third parties for applications
in the defense and aerospace markets, among others.
Security Division. Through our Security division, we provide security screening products, software, and services globally, as
well as turnkey security screening solutions. These products and services are used to inspect baggage, parcels, cargo, people, vehicles
and other objects for weapons, explosives, drugs, radioactive and nuclear materials and other contraband. Revenues from our Security
division accounted for 59% of our total consolidated revenues for fiscal 2023.
As a result of terrorist attacks and smuggling operations against the U.S. and in other locations worldwide, security and
inspection products have increasingly been used at a wide range of facilities in addition to airports, such as border crossings, seaports,
freight forwarding operations, sporting venues, government and military installations, railways, and nuclear facilities. We believe that
our wide-ranging product portfolio together with our ability to provide turnkey screening solutions position us to pursue security and
inspection opportunities as they arise throughout the world.
Currently, the U.S. Government is discussing various options to address the U.S. Government’s overall fiscal challenges and
we cannot predict the outcome of these efforts. While we believe that national security spending will continue to be a priority, U.S.
government budget deficits and the national debt have created increasing pressure to examine and reduce spending across many federal
agencies. Additionally, there continues to be volatility in international markets that has impacted international security spending. We
believe that the diversified product portfolio and international customer mix of our Security division position us well to withstand the
impact of these uncertainties and even benefit from specific initiatives within various governments. However, future budgetary
reductions may be implemented as both the U.S. Government and other international government customers manage fiscal challenges
including those stemming from government spending that occurred during the COVID-19 pandemic; such reductions could have a
material, adverse effect on our business, financial condition and results of operations.
Healthcare Division. Through our Healthcare division, we design, manufacture, market and service patient monitoring,
cardiology and remote monitoring, and connected care systems globally for sale primarily to hospitals and medical centers. Our products
monitor patients in critical, emergency and perioperative care areas of the hospital and provide information, through wired and wireless
networks, to physicians and nurses who may be at the patient’s bedside, in another area of the hospital or even outside the hospital.
Revenues from our Healthcare division accounted for 15% of our total consolidated revenues for fiscal 2023.
36
The healthcare markets in which we operate are highly competitive. We believe that our customers choose among competing
products on the basis of product performance, functionality, price, value and service. Although there has been an increase in demand for
patient monitoring products due to the COVID-19 pandemic, there is continued uncertainty regarding the U.S. federal government
budget and the Affordable Care Act, either of which may impact hospital spending, third-party payer reimbursement and fees to be
levied on certain medical device revenues, any of which could adversely affect our business and results of operations. In addition,
hospital capital spending appears to have been impacted by strategic uncertainties surrounding the Affordable Care Act and economic
pressures. We also believe that global economic uncertainty has caused some hospitals and healthcare providers to delay purchases of
our products and services. During this period of uncertainty, sales of our healthcare products may be negatively impacted. A prolonged
delay could have a material adverse effect on our business, financial condition and results of operations.
Optoelectronics and Manufacturing Division. Through our Optoelectronics and Manufacturing division, we design,
manufacture and market optoelectronic devices and flex circuits and provide electronics manufacturing services globally for use in a
broad range of applications, including aerospace and defense electronics, security and inspection systems, medical imaging and
diagnostics, telecommunications, office automation, computer peripherals, industrial automation, and consumer products. We also
provide our optoelectronic devices and electronics manufacturing services to OEM customers, and our own Security and Healthcare
divisions. Revenues from external customers in our Optoelectronics and Manufacturing division accounted for 26% of our total
consolidated revenues for fiscal 2023.
Consolidated Results
Discussion and analysis of our financial condition and results of operations for fiscal 2021 has been omitted from this Annual
Report on Form 10-K, and is available in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” of our Annual Report on Form 10-K for the year ended June 30, 2022.
Fiscal 2023 Compared with Fiscal 2022. We reported consolidated sales of $1,278.4 million in fiscal 2023, an 8.0% increase
compared to the prior year. Our income from operations increased to $135.3 million in fiscal 2023 or 11.1% growth from the prior year
driven primarily by increased sales and a reduction in operating expenses of $7.4 million.
Acquisitions. We acquired four businesses during fiscal 2023 and two businesses during fiscal 2022, as described in Note 2 to
the Consolidated Financial Statements. None of such acquisitions was considered material.
Trends and Uncertainties
The following is a discussion of certain trends and uncertainties that we believe have influenced, and may continue to influence,
our results of operations.
Global Economic Considerations. Our products and services are sold in numerous countries worldwide, with a large
percentage of our sales generated outside the United States. Therefore, we are exposed to and impacted by global macroeconomic
factors, U.S. and foreign government policies and foreign exchange fluctuations. There is uncertainty surrounding macroeconomic
factors in the U.S. and globally characterized by the supply chain environment, inflationary pressure, rising interest rates, and labor
shortages. These global macroeconomic factors, coupled with the U.S. political climate and political unrest internationally, have created
uncertainty and impacted demand for certain of our products and services. Also, the continued conflict between Russia and Ukraine and
the sanctions imposed in response to this conflict have increased global economic and political uncertainty. While the impact of these
factors remains uncertain, we will continue to evaluate the extent to which these factors will impact our business, financial condition or
results of operations. We do not know how long this uncertainty will continue. These factors could have a material negative effect on
our business, results of operations and financial condition.
37
Global Trade. The current domestic and international political environment, including in relation to recent and further potential
changes by the U.S. and other countries in policies on global trade and tariffs, have resulted in uncertainty surrounding the future state
of the global economy and global trade. This uncertainty is exacerbated by sanctions imposed by the U.S. government against certain
businesses and individuals in select countries. Continued or increased uncertainty regarding global trade due to these or other factors
may require us to modify our current business practices and could have a material adverse effect on our business, results of operations
and financial condition.
Healthcare Considerations. As described below, our Healthcare division experienced some increased demand for its patient
monitoring products as a result of the COVID-19 pandemic during the earlier stages of the pandemic. Increased healthcare capital
purchases made in prior periods may result in fewer capital purchases in subsequent periods.
Government Policies. Our results of operations and cash flows could be materially affected by changes in U.S. or foreign
government legislative, regulatory or enforcement policies.
Changes in Costs and Supply Chain Disruptions. Our costs are subject to fluctuations, particularly due to changes in raw
material, component, and logistics costs. Our manufacturing and supply chain operations, including freight and shipping activities, have
been and may continue to be impacted by increased vendor costs as well as the current global supply chain challenges. Specifically, we
are impacted by the global shortage of electronic components and other materials needed for production and freight availability. We
expect continued disruptions in obtaining material and freight availability as the world economies react to and recover from supply chain
shortages. If we are unable to mitigate the impact of increased costs through pricing or other actions, there could be a negative impact
on our business, results of operations, and financial condition.
Russia’s Invasion of Ukraine. The invasion of Ukraine by Russia and the sanctions imposed in response to this conflict have
increased global economic and political uncertainty. This has the potential to indirectly disrupt our supply chain and access to certain
resources. While we have not experienced significant adverse impacts to date and will continue to monitor for any impacts and seek to
mitigate disruption that may arise, we have certain research and development activities within Ukraine for our Healthcare division which
have been somewhat impacted. The conflict also has increased the threat of malicious cyber activity from nation states and other actors.
Currency Exchange Rates. On a year-over-year basis, currency exchange rates negatively impacted reported sales by
approximately 1.0% for the year ended June 30, 2023 compared to the year ended June 30, 2022, primarily due to the strengthening of
the U.S. dollar against other foreign currencies in fiscal 2023. Any further strengthening of the U.S. dollar against foreign currencies
would adversely impact our sales for the remainder of the year, and any weakening of the U.S. dollar against foreign currencies would
positively impact our sales for the remainder of the year.
Coronavirus Pandemic. The coronavirus disease 2019 (“COVID-19”) pandemic dramatically impacted the global health and
economic environment, with millions of confirmed cases, business slowdowns and shutdowns, and market volatility. The COVID-19
pandemic caused, and may continue to cause, significant economic disruptions and impacted, and may continue to impact, our operations
and the operations of our suppliers, logistics providers and customers as a result of supply chain disruptions and delays, as well as labor
challenges. During the early stages of the pandemic, our Healthcare division experienced increased demand for certain products as a
result of COVID-19. In our Security division, throughout the pandemic, receipt of certain orders was delayed, most notably with respect
to our aviation and cargo products, and our revenues were adversely impacted as a result of the pandemic.
Significant International Security Contracts. During fiscal year 2023, our Security division was awarded two significant
international contracts valued in aggregate greater than $700 million with expected revenues to be recognized over multiple years.
Critical Accounting Policies and Estimates
The following discussion and analysis of our financial condition and results of operations is based on our consolidated financial
statements, which have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”).
Our preparation of these consolidated financial statements requires us to make judgments and estimates that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. As a result, actual results may differ from such estimates. Our senior
management has reviewed these critical accounting policies and estimates and related disclosures with the Audit Committee of our
Board of Directors. The following summarizes our critical accounting policies and estimates used in preparing our consolidated financial
statements:
38
Revenue Recognition. We recognize revenue when performance obligations under the terms of the contracts with our
customers are satisfied. Our performance obligations are broadly categorized as product sales, service revenue, and project-specific
contract revenue. Revenue from sales of products is recognized upon shipment or delivery when control of the product transfers to the
customer, depending on the terms of each sale, and when collection is probable. Revenue from services includes installation and
implementation of products and turnkey security screening services and after-market services. Generally, revenue from services is
recognized over time as the services are performed. Sales agreements with customers can be project specific, cover a period of time,
and can be renewable periodically. The contracts may contain terms and conditions with respect to payment, delivery, installation,
services, warranty and other rights. Contracts with customers may include the sale of products and services.
In certain instances, contracts with customers can contain multiple performance obligations such as civil works to prepare a
site for equipment installation, training of customer personnel to operate equipment, and after-market service of equipment. We generally
assign multiple elements in a contract into separate performance obligations if those elements are distinct, both individually and in the
context of the contract. If multiple promises comprise a series of distinct services which are substantially the same and have the same
pattern of transfer, they are combined and accounted for as a single performance obligation.
Inventory. Inventories are stated at the lower of cost or net realizable value. We write down inventory for slow-moving and
obsolete inventory based on historical usage, orders on hand, assessments of future demands, and market conditions, among other items.
If these factors are less favorable than those projected, additional inventory write-downs may be required.
Income Taxes. Our annual tax rate is based on our income, statutory tax rates and tax planning opportunities available to us in
the various jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and respective
governmental taxing authorities. Significant judgment is required in determining our tax expense and in evaluating our tax positions
including evaluating uncertainties. We review our tax positions quarterly and adjust the balances as new information becomes available.
Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such
assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net
operating loss and tax credit carryforwards. We evaluate the recoverability of these future tax deductions by assessing the adequacy of
future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and
available tax planning strategies. These sources of income inherently rely on estimates. To provide insight, we use our historical
experience and our short and long-range business forecasts. We believe it is more likely than not that a portion of the deferred income
tax assets may expire unused and therefore have established a valuation allowance against them. Although realization is not assured for
the remaining deferred income tax assets, we believe it is more likely than not that the deferred tax assets will be fully recoverable within
the applicable statutory expiration periods. However, deferred tax assets could be reduced in the near term if our estimates of taxable
income are significantly reduced or available tax planning strategies are no longer viable.
Business Combinations. In connection with the acquisition of a business, we record the fair value of purchase consideration
for the tangible and intangible assets acquired, and liabilities assumed based on their estimated fair values. The excess of the fair value
of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require
management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing
certain intangible assets include, but are not limited to, future expected cash flows from acquired customers, acquired technology, trade
names, useful lives and discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are
inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which
is until we have all the necessary information about the facts and circumstances that existed as of the acquisition date up to one year
from the acquisition date, we may record adjustments to the provisional amounts initially recorded for the assets acquired and liabilities
assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are
recorded to earnings.
Legal and Other Contingencies. We are subject to various claims and legal proceedings. We review the status of each
significant legal dispute to which we are a party and assess our potential financial exposure, if any. If the potential financial exposure
from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we record a liability and an
expense for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to
whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best
information available at the time. As additional information becomes available, we reassess the potential liability related to our pending
claims and litigation and revise our estimates accordingly. Such revisions in the estimates of the potential liabilities could have a material
impact on our results of operations and financial position.
39
Net Revenues
The table below and the discussion that follows are based upon the way we analyze our business. See Note 14 to the
consolidated financial statements for additional information about business segments.
Fiscal
2021
% of
Net Revenues
Fiscal
2022
% of
Net Revenues
Fiscal
2023
% of
2021-2022 2022-2023
Net Revenues % Change % Change
Fiscal
Fiscal
Security . . . . . . . . . . . . . . . . . . $ 633.3
Healthcare . . . . . . . . . . . . . . . .
212.3
Optoelectronics
/ Manufacturing . . . . . . . . . .
301.3
Total Net Revenues . . . . . . . . $ 1,146.9
55 % $ 663.2
205.7
19 %
26 %
314.3
$ 1,183.2
(Dollars in millions)
56 % $
17 %
760.3
190.5
27 %
327.6
$ 1,278.4
59 %
15 %
26 %
5 %
(3)%
4 %
3 %
15 %
(7)%
4 %
8 %
Fiscal 2023 Compared with Fiscal 2022. Revenues for the Security division during the fiscal year ended June 30, 2023
increased on a year-over-year basis due to an increase in product and service revenues of approximately $66.1 million and $31.0 million,
respectively. The increase in both product and service revenue was primarily driven by increased sales of cargo and vehicle inspection
systems.
Revenues for the Healthcare division during the fiscal year ended June 30, 2023 decreased year-over-year due to a reduction
in patient monitoring and cardiology sales of $12.2 million and $2.9 million, respectively.
Revenues for the Optoelectronics and Manufacturing division during the fiscal year ended June 30, 2023 increased year-over-
year as a result of increases in revenue in our optoelectronics and contract manufacturing businesses of approximately $9.2 million and
$4.1 million, respectively.
Gross Profit
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . $
419.9
36.6 % $
Fiscal
2021
% of
Net Revenues
% of
Net Revenues
Fiscal
2022
(Dollars in millions)
424.4
35.9 % $
Fiscal
2023
% of
Net Revenues
430.5
33.7 %
Fiscal 2023 Compared with Fiscal 2022. Gross profit is impacted by sales volume and changes in overall manufacturing-
related costs, such as raw materials and component costs, warranty expense, provision for inventory, freight, and logistics. Gross profit
increased approximately $6.1 million in fiscal 2023 as compared to the prior year on an 8% increase in sales. The gross margin declined
from 35.9% to 33.7% driven by the mix of sales and increased costs. Our cost of goods sold increased year-over-year primarily as a
result of the increase in revenues and higher raw material costs. Gross profit as a percentage of net revenues during the fiscal year ended
June 30, 2023 decreased on a year-over-year basis due to (i) a reduction in the Security division gross margin due to a decrease in margin
from product sales driven by a less favorable product mix and increased component costs, (ii) a reduction in sales in the Healthcare
division, which carries the highest gross margin of our three divisions, and (iii) an increase in sales in the Optoelectronics and
Manufacturing division, which carries the lowest gross margin of our three divisions.
Operating Expenses
Fiscal
2021
% of
Net Revenues
Fiscal
2022
% of
Net Revenues
Fiscal
2023
(Dollars in millions)
Fiscal
Fiscal
% of
2021-2022 2022-2023
Net Revenues % Change % Change
Selling, general and
administrative . . . . . . . . . . . . . . . . $ 240.7
53.7
Research and development . . . . . . .
Impairment, restructuring and
other charges . . . . . . . . . . . . . . . .
10.1
Total operating expenses . . . . . . . $ 304.5
21.0 % $ 235.6
4.7 % 59.6
7.5
0.9 %
26.5 % $ 302.7
19.9 % $ 228.3
5.0 % 59.4
7.6
0.6 %
25.6 % $ 295.3
17.9 %
4.6 %
0.6 %
23.1 %
(2)%
11 %
(25)%
(1)%
(3)%
(0)%
1 %
(2)%
40
Selling, General and Administrative
Our significant selling, general and administrative (“SG&A”) expenses include employee compensation, sales commissions,
travel, professional services, marketing expenses, and depreciation and amortization expense.
Fiscal 2023 Compared with Fiscal 2022. SG&A expense for the fiscal year ended June 30, 2023 was $7.3 million lower than
such expenses in the same prior-year period primarily due to a $5 million reduction in compensation and external commission expenses
and a $1 million reduction in marketing expense, a reduction in the fair value of certain contingent liabilities, partially offset by
$2 million lower bad debt recoveries and increased travel and meeting expenses compared to the same prior-year period.
Research and Development
Our Security and Healthcare divisions have historically invested substantial amounts in research and development (“R&D”).
We intend to continue this trend in future years, although specific programs may or may not continue to be funded and funding levels
may fluctuate. R&D expenses included research related to new product development and product enhancement expenditures.
Fiscal 2023 Compared with Fiscal 2022. R&D expense during the fiscal year ended June 30, 2023 was comparable to the
prior fiscal year.
Impairment, Restructuring and Other Charges
Impairment, restructuring and other charges generally consist of charges relating to reductions in our workforce, facilities
consolidation, impairment of assets, costs related to acquisition activity, legal charges and other non-recurring charges. We have
undertaken certain restructuring activities in an effort to align our global capacity and infrastructure with demand by our customers and
fully integrate acquisitions, thereby improving our operational efficiency. Our efforts have helped enhance our ability to improve
operating margins, retain and expand existing relationships with customers and attract new business. We may utilize similar measures
in the future to realign our operations to further increase our operating efficiencies. The effect of these efforts may materially affect our
future operating results.
Fiscal 2023 Compared with Fiscal 2022. During the fiscal year ended June 30, 2023, impairment, restructuring and other
charges were $7.6 million and consisted of $3.9 million for legal charges, net of insurance reimbursements, $1.7 million for employee
terminations, $1.5 million for other facility closure costs for operational efficiency activities, and $0.4 million in acquisition related
costs. During the fiscal year ended June 30, 2022, impairment, restructuring and other charges were $7.5 million and consisted of
$5.1 million for legal charges primarily related to class action litigation and government investigations, net of insurance reimbursements,
$1.1 million in charges for employee terminations, $0.3 million in acquisition related costs, and $1.0 million in impairment charges.
Other Income
Fiscal 2023 Compared with Fiscal 2022. During the fiscal year ended June 30, 2023, there was no other income. For the fiscal
year ended June 30, 2022, other income was $27.4 million, driven by the gain on sale of property and equipment primarily from the sale
of corporate owned real estate.
Interest and Other Expense, Net
Interest and other expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
16.7 $
9.0
$
20.0
Fiscal 2023 Compared with Fiscal 2022. For the fiscal year ended June 30, 2023, interest and other expense, net was
$20.0 million as compared to $9.0 million in the comparable prior-year period. This increase was driven by higher average interest rates
and higher average levels of borrowing under our credit facility during the year ended June 30, 2023 in comparison with the interest
rates and levels of borrowing during the same period in the prior year. The 1.25% convertible notes that were previously outstanding
during the year ended June 30, 2022 were retired in September 2022 using borrowings from our credit facility which carries a higher
interest rate than the convertible notes.
Fiscal
2021
Fiscal
2022
(Dollars in millions)
Fiscal
2023
41
Provision for Income Taxes
Fiscal
2021
Fiscal
2022
(Dollars in millions)
Fiscal
2023
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
24.6 $
24.8
$
23.5
The effective tax rate for a particular period varies depending on a number of factors including (i) the mix of income earned in
various tax jurisdictions, each of which applies a unique range of income tax rates and income tax credits, (ii) changes in previously
established valuation allowances for deferred tax assets (changes are based upon our current analysis of the likelihood that these deferred
tax assets will be realized), (iii) the level of non-deductible expenses, (iv) certain tax elections, (v) tax holidays granted to certain of our
international subsidiaries, (vi) return to provision adjustments and (vii) changes in tax legislation.
Fiscal 2023 Compared with Fiscal 2022. For the fiscal years ended June 30, 2023 and 2022, we recognized a provision for
income taxes of $23.5 million and $24.8 million, respectively. The effective tax rate for the fiscal years ended June 30, 2023 and 2022
was 20.4% and 17.7%, respectively. During the fiscal years ended June 30, 2023 and 2022, we recognized a net discrete tax benefit of
$2.8 million and $7.0 million, respectively, primarily related to equity-based compensation under ASU 2016-09, adjustments to prior
year estimates, and changes in uncertain tax positions.
Liquidity and Capital Resources
Our principal sources of liquidity are our cash and cash equivalents, cash generated from operations and our credit facility.
Cash and cash equivalents totaled $76.8 million at June 30, 2023, compared to $64.2 million at June 30, 2022. During fiscal 2023, we
generated $94.8 million of cash flow from operations. These proceeds and $5.9 million of net bank borrowings and long-term debt were
used for the following: $15.8 million invested in capital expenditures, $7.1 million for the acquisition of four businesses and
$46.7 million for share repurchases and taxes paid related to the net share settlement of equity awards. If we continue to net settle equity
awards, we will use additional cash to pay our tax withholding obligations in connection with such settlements. We currently anticipate
that our available funds, credit facilities and cash flow from operations will be sufficient to meet our operational cash needs for the next
12 months and foreseeable future. In addition, we anticipate that cash generated from operations, without repatriating earnings from our
non-U.S. subsidiaries, and our credit facilities will be sufficient to satisfy our obligations in the U.S.
We have a $750 million credit facility that is comprised of a $600 million revolving credit facility, which includes a
$300 million sub-facility for letters of credit, and a $150 million term loan. As of June 30, 2023, there was $215.0 million outstanding
under our revolving credit facility, $143.1 million outstanding under the term loan, and $48.5 million of outstanding letters of credit. As
of June 30, 2023, the total amount available under these credit facilities was $336.5 million. See Note 8 to the consolidated financial
statements for further discussion.
Cash Provided by Operating Activities. Cash flows from operating activities can fluctuate significantly from period to period,
as net income, adjusted for non-cash items, and working capital fluctuations impact cash flows. During fiscal 2023, we generated cash
from operations of $94.8 million compared to $63.8 million in the prior fiscal year. This increase was driven by lower increases in
inventory, increased accounts payable and other changes in net working capital.
Cash Used in Investing Activities. Net cash used in investing activities was $40.5 million during fiscal 2023 as compared to
$12.7 million used during the prior year. During fiscal 2022, we received proceeds of $32 million from the sale of corporate owned real
estate thereby reducing the amount of net cash used in investing activities in such year. During fiscal 2023, we used cash of $7.1 million
for the acquisition of businesses as compared to $14.1 million in the prior fiscal year. Net capital expenditures in fiscal 2023 were
$15.8 million compared to $14.9 million in the prior fiscal year. Expenditures for intangible and other assets in fiscal 2023 were
$16.4 million compared to $15.6 million in the prior fiscal year. In addition, purchases of certificates of deposit in fiscal 2023 were
$5.3 million compared to $2.2 million in the same prior-year period.
Cash Used in Financing Activities. Net cash used in financing activities was $37.2 million during fiscal 2023, compared to
$64.0 million during the prior fiscal year. The changes in cash flows from financing activities primarily relate to (i) net repayments on
bank lines of credit and the term loan of $5.9 million in fiscal 2023 compared to $64.3 million in the prior fiscal year; and
(ii) $46.7 million used for share repurchases and taxes paid related to the net share settlement of equity awards in fiscal 2023 compared
to $131.0 million in the prior fiscal year.
42
Material Cash Requirements
Our material cash requirements include the following contractual and other obligations.
Borrowings. Outstanding lines of credit and current and long-term debt totaled $359.6 million at June 30, 2023, an increase of
$6.2 million from $353.4 million at June 30, 2022. As of June 30, 2023, we were in compliance with all financial covenants under our
various borrowing agreements. See Note 8 to the consolidated financial statements for further discussion. We anticipate that cash
generated from our operations, in addition to existing cash borrowing arrangements and future access to capital markets should be
sufficient to meet our cash requirements for at least the next 12 months. However, our future capital requirements will depend on many
factors, including future business acquisitions, capital expenditures, litigation, stock repurchases and levels of research and development
spending, among other factors. The adequacy of available funds will depend on many factors, including the success of our businesses
in generating cash, continued compliance with financial covenants contained in our credit facility and the health of capital markets in
general, among other factors.
Leases. We have lease arrangements for certain facilities and equipment under various operating lease agreements. As of
June 30, 2023, we had lease payment obligations of $33.5 million, with $10.8 million payable within the next 12 months.
Cash Held by Foreign Subsidiaries
Our cash and cash equivalents totaled $76.8 million at June 30, 2023. Of this amount, approximately 97% was held by our
foreign subsidiaries and subject to repatriation tax considerations. These foreign funds were held primarily by our subsidiaries in the
United Kingdom, Qatar, Singapore, India, Malaysia and Canada, and to a lesser extent in Indonesia, Australia, Germany and Mexico
among other countries. We intend to permanently reinvest certain earnings from foreign operations, and we currently do not anticipate
that we will need this cash in foreign countries to fund our U.S. operations. In the event we repatriate cash from certain foreign operations
and if taxes have not previously been withheld on the related earnings, we would provide for withholding taxes at the time we change
our intention with regard to the reinvestment of those earnings.
Stock Repurchase Program
In September 2022, our Board of Directors increased to 2,000,000 shares the maximum number of shares authorized under the
stock repurchase program. This program does not expire unless our Board of Directors acts to terminate the program. During fiscal
2023, we repurchased 400,230 shares. As of June 30, 2023, 1,721,870 shares remained available for repurchase.
The timing and actual numbers of shares purchased depends on a variety of factors, including stock price, general business and
market conditions and other investment opportunities. Repurchases may be made from time to time under the program through open-
market purchases or privately-negotiated transactions at our discretion. Upon repurchase, the shares are restored to the status of
authorized but unissued shares, and we record them as a reduction in the number of shares of Common Stock issued and outstanding in
our consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
We are exposed to certain market risks, which are inherent in our financial instruments and arise from transactions entered into
in the normal course of business. We may enter into derivative financial instrument transactions in order to manage or reduce market
risk in connection with specific foreign currency denominated transactions. We do not enter into derivative financial instrument
transactions for speculative purposes.
We are subject to interest rate risk on our borrowings under our bank lines of credit. Consequently, our interest expense
fluctuates with changes in the general level of these interest rates as we borrow under the credit facility.
Importance of International Markets
International markets provide us with significant growth opportunities. Our financial results in future periods could, however,
be adversely affected by periodic economic downturns in different regions of the world, changes in trade policies or tariffs, civil or
military conflict and other political instability. We monitor economic and currency conditions around the world to evaluate whether
there may be any significant effect on our international sales in the future.
43
Foreign Currency
Our international operations are subject to certain opportunities and risks, including from foreign currency fluctuations and
governmental actions. We conduct business in more than 30 countries. We closely monitor our operations in each country in which we
do business and seek to adopt appropriate strategies that are responsive to changing economic and political environments, and to
fluctuations in foreign currencies. Weaknesses in the currencies of some of the countries in which we do business are often offset by
strengths in other currencies. Foreign currency financial statements are translated into U.S. dollars at period-end rates, except that
revenues, costs and expenses are translated at average rates during the reporting period. We include gains and losses resulting from
foreign currency transactions in income, while we exclude those resulting from translation of financial statements from income and
include them as a component of accumulated other comprehensive loss. Transaction gains and losses, which were included in our
consolidated statement of operations, amounted to a net gain (loss) of approximately $(1.3) million, $0.6 million, and $2.0 million for
the fiscal years ended June 30, 2021, 2022 and 2023, respectively. A 10% appreciation of the U.S. dollar relative to the local currency
exchange rates would have resulted in a net increase in our operating income of approximately $13.5 million in fiscal 2023. Conversely,
a 10% depreciation of the U.S. dollar relative to the local currency exchange rates would have resulted in a net decrease in our operating
income of approximately $13.5 million in fiscal 2023.
Inflation
Heightened levels of inflation continue to present risk for us. We have experienced impacts to our materials and manufacturing
costs and labor rates, and suppliers have signaled inflation-related cost pressures, which could flow through to our costs and pricing. If
inflation remains at current levels for an extended period, or increases, and we are unable to successfully mitigate the impact, our costs
could increase, resulting in pressure on our profits and margins. In addition, inflation and the increases in the cost of borrowing from
rising interest rates could constrain the overall purchasing power of our customers for our products and services. Rising interest rates
also will increase our borrowing costs. We remain committed to our ongoing efforts to increase the efficiency of our operations and
improve the cost competitiveness of our products and services, which may, in part, offset cost increases from inflation.
Interest Rate Risk
The principal maturity and estimated value of our long-term debt exposure for each of the fiscal years set forth below as of
June 30, 2023 were as follows (dollars in thousands):
Term loan . . . . . . . . . . . . . . . . . . . . $ 7,500
Average interest rate . . . . . . . . . . . .
Finance lease obligations . . . . . . . . $ 576
Average interest rate of finance
2024
Maturity
2025
$ 7,500
2026
$ 7,500
2027
$ 120,625
2029 and
2028 Thereafter
$ — $
6.20 %
6.20 %
$ 492
$
6.20 %
$
301
6.20 % — %
73
$ — $
Total
$ 143,125
Fair Value
$ 143,125
6.20 %
$
$ 1,442
6.20 %
1,442
—
— %
—
lease obligations . . . . . . . . . . . . . .
3.5 %
3.5 %
3.5 %
3.5 % — %
— %
3.5 %
3.5 %
At June 30, 2023, we had $215.0 million of borrowings under our revolving credit facility and $143.1 million of term loan
outstanding.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
We make reference here to the Index to Consolidated Financial Statements that appears on page F-1 of this report. The Report
of Independent Registered Public Accounting Firm from Grant Thornton LLP, the Consolidated Financial Statements, the Notes to
Consolidated Financial Statements, and Supplementary Data—Unaudited Quarterly Results listed in the Index to Consolidated Financial
Statements, which appear beginning on page F-2 of this report, are incorporated by reference into this Item 8.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
44
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of June 30, 2023, the end of the period covered by this report, our management, including our Chief Executive Officer and
our Chief Financial Officer, reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule
13a15(e) or 15d15(e) of the Exchange Act). Based upon management’s review and evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure
controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act
reports is recorded, processed, summarized and reported within the time periods specified by the SEC and is accumulated and
communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such
term is defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act) for the Company. Under the supervision and with the participation
of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of
our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on that evaluation,
management concluded that our internal control over financial reporting was effective as of June 30, 2023.
The effectiveness of the Company’s internal control over financial reporting as of June 30, 2023 has been audited by Grant
Thornton LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 8 of this Annual Report
on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fourth quarter of fiscal 2023 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our controls and procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is
required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud
within the Company have been detected.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
45
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
The information required by Item 10 is incorporated by reference from our definitive proxy statement for our annual
stockholders’ meeting, presently scheduled to be held in December 2023.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from our definitive proxy statement for our annual
stockholders’ meeting, presently scheduled to be held in December 2023.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required by Item 12 is incorporated by reference from our definitive proxy statement for our annual
stockholders’ meeting, presently scheduled to be held in December 2023.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is incorporated by reference from our definitive proxy statement for our annual
stockholders’ meeting, presently scheduled to be held in December 2023.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is incorporated by reference from our definitive proxy statement for our annual
stockholders’ meeting, presently scheduled to be held in December 2023.
46
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
The following documents are filed as part of this report:
PART IV
1. Financial Statements. Please see the accompanying Index to Consolidated Financial Statements, which appears
on page F-1 of the report. The Report of Independent Registered Public Accounting Firm, the Consolidated
Financial Statements and the Notes to Consolidated Financial Statements listed in the Index to Consolidated
Financial Statements, which appear beginning on page F-2 of this report, are incorporated by reference into
Item 8 above.
2. Financial Statement Schedules.
Supplementary Data—Unaudited Quarterly Results
No other financial statement schedules are presented as the required information is either not applicable or included
in the Consolidated Financial Statements or Notes thereto.
3. Exhibits. Reference is made to item 15(b) below.
(b)
Exhibits. The exhibits listed on the accompanying Exhibit Index immediately preceding the signature page are filed
as part of, or are incorporated by reference into, this report.
(c)
Financial Statement Schedules. Reference is made to Item 15(a)(2) above.
ITEM 16. FORM 10-K SUMMARY
None.
47
OSI SYSTEMS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (Grant Thornton LLP, Los Angeles, CA, PCAOB ID: 248). . . .
Report of Independent Registered Public Accounting Firm (Grant Thornton LLP, Los Angeles, CA) . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Los Angeles, CA, PCAOB ID: 659) . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Supplementary Data—Unaudited Quarterly Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
F-2
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-41
F-1
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
OSI Systems, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheet of OSI Systems, Inc. (a Delaware corporation) and subsidiaries
(the “Company”) as of June 30, 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity,
and cash flows for the year ended June 30, 2023, and the related notes and financial statement schedules included under Item 15(a)
(collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for the year ended
June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company’s internal control over financial reporting as of June 30, 2023, based on criteria established in the 2013
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”), and our report dated August 29, 2023 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or
fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that
our audit provides a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures
to which it relates.
Determination of standalone selling price - Security Segment Product Revenue
As described in Note 1 to the consolidated financial statements, the Company’s revenue contracts in the security segment may
include multiple performance obligations, which are accounted for separately when they are distinct. The Company derives revenues in
the security segment mainly from sales of products, installation, project management and training services. The Company allocates the
transaction price to the distinct performance obligations on a relative stand-alone selling price basis and recognizes revenue when control
is transferred. Product revenues are recognized at the point in time when product has been delivered.
Auditing the Company’s product revenue stand-alone selling price in the security segment was complex due to the subjectivity
of the assumptions that were used in developing the stand-alone selling price of distinct performance obligations. Evaluating the
appropriateness of these assumptions requires extensive audit effort due to the complexity of these contracts and a high degree of auditor
judgment when performing audit procedures and evaluating the results of those procedures.
F-2
We obtained an understanding, evaluated design and tested the operating effectiveness of internal controls related to the
determination of the stand-alone selling prices related to the security segment.
To test management’s determination of stand-alone selling price for each performance obligation, we performed procedures to
evaluate the methodology applied. We evaluated the Company’s analysis of stand-alone selling price, including inspecting a sample of
executed contracts. For the sample selected we evaluated the contracts to determine the appropriateness of the method used and the
underlying data including cost details and margin percentages to estimate the stand-alone selling price.
/s/ Grant Thornton LLP
We have served as the Company’s auditor since 2023.
Los Angeles, California
August 29, 2023
F-3
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
OSI Systems, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of OSI Systems, Inc. (a Delaware corporation) and subsidiaries
(the “Company”) as of June 30, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of June 30, 2023, based on criteria established in the 2013 Internal
Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated financial statements of the Company as of and for the year ended June 30, 2023, and our report dated
August 29, 2023 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on
Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Grant Thornton LLP
We have served as the Company’s auditor since 2023.
Los Angeles, California
August 29, 2023
F-4
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
OSI Systems, Inc.
Opinions on the Financial Statements
We have audited the accompanying consolidated balance sheet of OSI Systems, Inc. and subsidiaries (the “Company”) as of
June 30, 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each
of the two years in the period ended June 30, 2022, and the related notes (collectively referred to as the “consolidated financial
statements”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated
financial position of the Company as of June 30, 2022, and the consolidated results of its operations and its cash flows for each of the
two years in the period ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of
America.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for its
convertible notes as of July 1, 2021 due to the adoption of Accounting Standards Update No. 2020-06, Accounting for Convertible
Instruments and Contracts in an Entity’s Own Equity.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an
opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the consolidated financial statements. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
/s/ Moss Adams LLP
Los Angeles, California
August 19, 2022
We served as the Company’s auditor from 2006 to 2023.
F-5
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share amounts and par value)
CURRENT ASSETS:
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Bank lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll and related expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advances from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued expenses and current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies (Note 11)
Stockholders’ Equity:
Preferred stock, $0.001 par value— 10,000,000 shares authorized; no shares issued or
$
$
$
June 30,
2022
2023
$
$
$
64,202
307,973
333,907
40,062
746,144
109,684
336,357
138,370
112,595
1,443,150
60,000
244,575
125,204
46,379
19,917
117,879
613,954
48,668
11,112
130,992
804,726
76,750
380,845
338,008
44,300
839,903
108,933
349,505
140,857
116,488
1,555,686
215,000
8,076
139,011
51,243
21,250
137,114
571,694
136,491
6,571
114,765
829,521
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Common stock, $0.001 par value—100,000,000 shares authorized; issued and outstanding,
16,870,050 and 16,755,772 shares at June 30, 2022 and 2023, respectively . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
663,869
(25,462)
638,424
1,443,150
$
9,835
735,957
(19,627)
726,165
1,555,686
$
See accompanying notes to Consolidated Financial Statements.
F-6
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
2021
Year Ended June 30,
2022
2023
Net revenues:
Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
872,809 $
274,093
1,146,902
897,259
285,977
1,183,236
$
958,827
319,600
1,278,427
Cost of goods sold:
Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses:
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment, restructuring and other charges, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares used in per share calculation:
586,935
140,049
726,984
419,918
608,990
149,819
758,809
424,427
240,747
53,696
10,104
304,547
115,371
(16,731)
—
98,640
(24,591)
74,049 $
235,553
59,583
7,542
302,678
121,749
(8,962)
27,373
140,160
(24,813)
115,347
4.12 $
4.03 $
6.57
6.45
$
$
$
$
$
$
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,968
18,388
17,551
17,870
676,772
171,145
847,917
430,510
228,313
59,352
7,566
295,231
135,279
(20,041)
—
115,238
(23,460)
91,778
5.45
5.34
16,828
17,190
See accompanying notes to Consolidated Financial Statements.
F-7
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
2021
74,049 $
Year Ended June 30,
2022
115,347
$
10,186
262
10,448
84,497 $
(10,202)
(514)
(10,716)
104,631
$
2023
91,778
267
5,568
5,835
97,613
See accompanying notes to Consolidated Financial Statements.
F-8
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(amounts in thousands, except share data)
Balance-July 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vesting of restricted stock/RSUs . . . . . . . . . . . . . . . . . . . . .
Shares issued under employee stock purchase program . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . .
Taxes paid related to net share settlement of equity
awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . .
Balance-June 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vesting of RSUs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares issued under employee stock purchase program . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . .
Taxes paid related to net share settlement of equity
awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adoption of ASU 2020-06 for convertible notes . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance-June 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vesting of RSUs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares issued under employee stock purchase program . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . .
Taxes paid related to net share settlement of equity
awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . .
Balance-June 30, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common Stock
Number of
Shares
18,011,982
88,657
313,892
68,180
—
(452,005)
(176,596)
—
—
17,854,110
166,629
337,442
60,065
—
(1,294,594)
(253,602)
—
—
—
16,870,050
47,354
313,862
59,255
—
(400,230)
Amount
$ 122,553
1,302
—
4,215
26,771
(37,468)
(11,649)
—
—
$ 105,724
460
—
4,297
28,072
(92,351)
$
(19,422)
(26,763)
—
—
17
3,666
—
4,041
29,124
(17,067)
(134,519)
—
—
16,755,772
$
(9,946)
—
—
9,835
Accumulated
Other
Comprehensive
Retained
Earnings
$ 474,793 $
—
—
—
—
—
—
74,049
—
$ 548,842 $
—
—
—
—
(19,276)
—
18,956
115,347
—
$ 663,869 $
—
—
—
—
(17,682)
(2,008)
91,778
—
$ 735,957 $
Total
Loss
(25,194) $ 572,152
1,302
—
4,215
26,771
(37,468)
—
—
—
—
—
(11,649)
—
74,049
—
10,448
10,448
(14,746) $ 639,820
460
—
4,297
28,072
(111,627)
—
—
—
—
—
(19,422)
—
(7,807)
—
115,347
—
(10,716)
(10,716)
(25,462) $ 638,424
3,666
—
4,041
29,124
(34,749)
—
—
—
—
—
—
—
5,835
(11,954)
91,778
5,835
(19,627) $ 726,165
See accompanying notes to Consolidated Financial Statements.
F-9
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities,
net of effects from acquisitions:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for (recovery of) losses on accounts receivable . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt discount and issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities—net of business acquisitions:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll and related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..
Advances from customers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from maturities of certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of businesses, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for intangible and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) on bank lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options and employee stock purchase plan . . . . . . . . .
Payment of contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes paid related to net share settlement of equity awards . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents—beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents—end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Supplemental disclosure of cash flow information:
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021
Year Ended June 30,
2022
2023
$
74,049 $
115,347
$
91,778
43,855
26,771
9,823
432
9,756
552
—
(109)
(28,955)
(47,768)
(34,430)
55,601
10,486
9,796
9,207
139,066
(16,896)
1,136
(4,892)
2,710
(3,000)
(13,751)
(34,693)
38,679
28,072
(5,978)
3,520
1,343
1,006
(27,373)
(1,326)
(13,710)
(44,662)
22,323
(15,055)
(1,998)
(18,423)
(17,957)
63,808
(14,921)
34,132
(2,243)
56
(14,132)
(15,566)
(12,674)
38,513
29,124
(3,899)
(3,978)
196
—
—
250
(66,088)
(115)
(5,422)
10,756
4,716
1,356
(2,375)
94,812
(15,811)
347
(5,280)
3,827
(7,101)
(16,443)
(40,461)
(59,000)
739
(1,057)
5,517
(1,007)
(37,468)
(11,649)
(103,925)
4,063
4,511
76,102
80,613 $
60,000
50,388
(46,074)
4,796
(2,061)
(111,627)
(19,430)
(64,008)
(3,537)
(16,411)
80,613
64,202
5,979 $
12,778 $
6,979
16,658
$
$
$
155,000
100,766
(249,842)
7,707
(4,103)
(34,749)
(11,954)
(37,175)
(4,628)
12,548
64,202
76,750
20,277
19,439
$
$
$
See accompanying notes to Consolidated Financial Statements.
F-10
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED JUNE 30, 2023
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business—OSI Systems, Inc., together with our subsidiaries, is a vertically integrated designer and
manufacturer of specialized electronic systems and components for critical applications. We sell our products and provide related
services in diversified markets, including homeland security, healthcare, defense and aerospace.
We have three reporting segments: (i) Security, providing security and inspection systems and turnkey security screening
solutions; (ii) Healthcare, providing patient monitoring, cardiology and remote monitoring, and connected care systems and associated
accessories; and (iii) Optoelectronics and Manufacturing, providing specialized electronic components and electronic manufacturing
services for our Security and Healthcare divisions, as well as third parties for applications in the defense and aerospace markets, among
others.
Through our Security segment, we provide security screening products and related services globally. These products and
services are used to inspect baggage, parcels, cargo, people, vehicles and other objects for weapons, explosives, drugs, radioactive and
nuclear materials and other contraband. In addition to these products, we also provide site design, installation, training and technical
support services to our customers. We also provide turnkey security screening solutions, which can include the construction, staffing
and long-term operation of security screening checkpoints for our customers.
Through our Healthcare segment, we design, manufacture, market and service patient monitoring, cardiology and remote
monitoring, and connected care systems and associated accessories globally. These products are used by care providers in critical care,
emergency and perioperative areas within the hospital and provide information, through wired and wireless networks, to physicians and
nurses who may be at the patient’s bedside, in another area of the hospital or even outside the hospital.
Through our Optoelectronics and Manufacturing segment, we design, manufacture and market optoelectronic devices and flex
circuits and provide electronics manufacturing services globally for use in a broad range of applications, including aerospace and defense
electronics, security and inspection systems, medical imaging and diagnostics, telecommunications, office automation, computer
peripherals, industrial automation and consumer products. This division provides products and services to OEM customers and to our
own Security and Healthcare divisions.
Consolidation—The consolidated financial statements include the accounts of OSI Systems, Inc. and our wholly-owned and
majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments
in joint ventures over which we have significant influence but do not have voting control are accounted for using the equity method.
Investments over which we do not have significant influence or control are not material and are carried at cost as there is no readily
determinable fair value for the equity interests.
Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of sales,costs of sales and expenses during the reporting period. The most significant
of these estimates and assumptions for our company relate to contract revenue, fair values of assets acquired and liabilities assumed in
business combinations, values for inventories reported at lower of cost or net realizable value, stock-based compensation expense,
income taxes, accrued warranty costs, contingent consideration, allowance for doubtful accounts, and the recoverability, useful lives
and valuation of recorded amounts of long-lived assets, identifiable intangible assets and goodwill. Changes in estimates are reflected
in the periods during which they become known. Due to the inherent uncertainty involved in making estimates, our actual amounts
reported in future periods could differ materially from these estimates.
Cash and Cash Equivalents—We consider all highly liquid investments with maturities of three months or less as of the
acquisition date to be cash equivalents.
F-11
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
Our cash and cash equivalents totaled $76.8 million at June 30, 2023. Of this amount, approximately 97% was held by our
foreign subsidiaries and subject to repatriation tax considerations. These foreign funds were held primarily by our subsidiaries in the
United Kingdom, Qatar, Singapore, India, Malaysia and Canada, and to a lesser extent in Indonesia, Australia, Germany and Mexico
among other countries. We have cash holdings in financial institutions that exceed insured limits for such financial institutions; however,
we mitigate this risk by utilizing international financial institutions of high credit quality.
Accounts Receivable—We monitor collections and payments from our customers, and we maintain allowances for doubtful
accounts for estimated losses resulting from the inability of our customers to make required payments. We determine the allowance
based on known troubled accounts, historical experience, current economic trends that might impact the level of credit losses in the
future and other available information. If the financial condition of our customers were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances could be required.
Inventories—Inventories are generally stated at the lower of cost or net realizable value. We write down inventory for slow-
moving and obsolete inventory based on historical usage, orders on hand, assessments of future demands, market conditions among
other items. If these factors are less favorable than those projected, additional inventory write-downs may be required.
Property and Equipment—Property and equipment are stated at cost less accumulated depreciation and amortization.
Depreciation and amortization are charged while assets are used in service and are computed using the straight-line method over the
estimated useful lives of the assets taking into consideration any estimated salvage value. Amortization of leasehold improvements is
calculated on the straight-line method over the shorter of the useful life of the asset or the lease term. Right-of-use assets from finance
leases are included in property and equipment. Amortization of property and equipment under finance leases is included with
depreciation expense. In the event that property and equipment are idle, as a result of excess capacity or the early termination, non-
renewal or reduction in scope of a turnkey screening operation, such assets are assessed for impairment on a periodic basis or if any
indicators of impairment exist.
Goodwill and Other Intangible Assets and Valuation of Long-Lived Assets—Goodwill represents the excess purchase price
over the estimated fair value of the assets acquired and liabilities assumed in a business combination. Goodwill is allocated to our
reporting units based on the nature of the product line of the acquired business. The carrying value of goodwill is not amortized but is
annually tested for impairment as of the end of the second quarter and more frequently if there is an indicator of impairment. We assess
qualitative factors of each of our three reporting units to determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying amount, including goodwill. The assessments conducted as of December 31, 2022 indicated that it is not
more likely than not that the fair values of our three reporting units are less than their carrying amounts, including goodwill. There were
no qualitative factors which would trigger impairment testing between measurement dates. Thus, we have determined that there is no
goodwill impairment for any of the three reporting units.
We evaluate long-lived assets with finite lives for impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an
undiscounted basis are less than the carrying amount of the assets. If impairment does exist, we measure the impairment loss and record
it based on the discounted estimate of future cash flows. In estimating future cash flows, we group assets at the lowest level for which
there are identifiable cash flows that are largely independent of the cash flows from other asset groups. Our estimate of future cash flows
is based upon, among other things, certain assumptions about expected future operating performance, growth rates and other factors.
Income Taxes—Deferred income taxes are provided for temporary differences between the financial statement and income tax
basis of our assets and liabilities, based on enacted tax rates. A valuation allowance is provided when it is more likely than not that some
portion or all of the deferred income tax assets will not be realized. Income tax accounting standards prescribe a two-step process for
the financial statement measurement and recognition of a tax position taken or expected to be taken in a tax return. The first step involves
the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon
examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than
not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is greater than
50 percent likely of being realized upon ultimate settlement. See Note 10 for additional information.
F-12
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
Fair Value of Financial Instruments—Our financial instruments consist primarily of cash and cash equivalents, insurance
company contracts, accounts receivable, accounts payable, debt instruments, an interest rate swap contract and foreign currency forward
contracts. The carrying values of financial instruments, other than long-term debt instruments and the interest rate swap contract, are
representative of their fair values due to their short-term maturities. The carrying values of our long-term debt instruments are considered
to approximate their fair values because the interest rates of these instruments are variable or comparable to current rates for financing
available to us. The fair values of our foreign currency forward contracts were not significant as of June 30, 2023.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The “Level 1” category includes assets and liabilities at quoted prices in active markets for
identical assets and liabilities. The “Level 2” category includes assets and liabilities from observable inputs other than quoted market
prices. The “Level 3” category includes assets and liabilities for which valuation techniques are unobservable and significant to the fair
value measurement. Our contingent payment obligations related to acquisitions, which are further discussed in Note 11 to the
consolidated financial statements, are in the “Level 3” category for valuation purposes.
The fair values of our financial assets and liabilities as of June 30, 2022 and 2023 are categorized as follows (in thousands):
Assets—Insurance company
contracts . . . . . . . . . . . . . . . . . . . . . . $
— $ 40,284
$
— $ 40,284
$ — $ 47,181 $
— $ 47,181
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
June 30, 2022
June 30, 2023
Assets—Interest rate swap
contract . . . . . . . . . . . . . . . . . . . . . . . $
Liabilities—Convertible debt . . . . . . . $
Liabilities—Contingent
— $
— $ 242,302
— $
$
— $
— $ 242,302
— $ — $ 5,369 $
— $
$ — $
— $ 5,369
—
— $
consideration . . . . . . . . . . . . . . . . . . $
— $
— $ 28,212
$ 28,212
$ — $ — $ 21,181
$ 21,181
Derivative Instruments and Hedging Activity—Our use of derivatives consists of foreign currency forward contracts and an
interest rate swap contract. The foreign currency forward contracts are utilized to partially mitigate certain balance sheet exposures or
used as a net investment hedge to protect against potential changes resulting from short-term foreign currency fluctuations. These
contracts have original maturities of up to three months. We also manage our risk to changes in interest rates using derivative instruments.
We use fixed interest rate swaps to effectively convert a portion of the variable interest rate payments to fixed interest rate payments.
We do not use hedging instruments for speculative purposes.
The net investment hedge has been designated as a hedge instrument and accounted for under Accounting Standards
Codification (“ASC”) 815 Derivatives and Hedging. Hedge effectiveness is assessed using the spot method, consistent with guidance in
ASC 815 whereby the change in fair value of the forward contract is recorded in the same manner as the related currency translation
adjustments, within other comprehensive income, as the hedging instrument is expected to be fully effective unless the amount hedged
exceeds the net investment in the foreign operation, or the foreign operation is liquidated. We settled the net investment hedge during
fiscal 2021, and the amount recorded in other comprehensive loss was not significant. There were no net investment hedges outstanding
as of June 30, 2023.
The net gains or losses from our foreign currency forward contracts, which are not designated as hedge instruments, are reported
in the consolidated statements of operations, and the amounts reported for the years ending June 30, 2021, 2022 and 2023 were not
significant. The fair value of our foreign currency forward contracts is estimated using a standard valuation model and market-based
observable inputs over the contractual term. Unrealized gains are recognized as assets and unrealized losses are recognized as liabilities.
As of June 30, 2022 and 2023, we held foreign currency forward contracts with notional amounts totaling $22.9 million and
$21.6 million, respectively. Unrealized gains and losses from our foreign currency forward contracts as of June 30, 2022 and 2023 were
not significant.
F-13
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
The interest rate swap agreement was entered into to improve the predictability of cash flows from interest payments related to
our variable, Secured Overnight Financing Rate (“SOFR”) based debt. The interest rate swap matures in December 2026. The interest
rate swap is considered an effective cash flow hedge, and as a result, the net gains or losses on such instrument are reported as a
component of other comprehensive income in the consolidated financial statements and are reclassified as net income when the
underlying hedged interest expense impacts earnings. A qualitative and quantitative assessment over the hedge effectiveness is
performed on a quarterly basis, unless facts and circumstances indicate that the hedge may no longer be highly effective.
As of June 30, 2022 and 2023, the notional amount of the derivative instruments designated as an interest rate swap hedge was
$0 and $175 million, respectively. The fair value of the interest rate swap contract as of June 30, 2023 was $5.4 million and is recorded
in Other assets within the consolidated balance sheet.
The effect of the cash flow hedges on other comprehensive income (loss) and earnings for the periods presented was as follows:
Total interest and other expense, net presented in the condensed consolidated statements of
operations in which the effects of cash flow hedges are recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gain recognized in other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount reclassified from accumulated other comprehensive income (loss) to interest expense, net . .
— $
—
—
(20,041)
3,892
1,343
Fiscal Year Ended June 30,
2022
2023
Revenue Recognition
We recognize revenue under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC
606”), which superseded all prior revenue recognition methods and industry-specific guidance. The core principle of ASC 606 is that
an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue recognition
principles, an entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction
price, allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied
(i.e., either over time or at a point in time). ASC 606 further requires that companies disclose sufficient information to enable readers of
financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with
customers.
Product Sales. We recognize revenue from sales of products upon shipment or delivery when control of the product transfers
to the customer, depending on the terms of each sale, and when collection is probable. In the circumstance where terms of a product sale
include subjective customer acceptance criteria, revenue is deferred until we have achieved the customer acceptance criteria unless such
acceptance criteria are perfunctory or inconsequential. We generally offer customers payment terms of less than one year. In cases when
payment terms extend beyond one year, we consider whether the contract has a significant financing component.
Service Revenue. Revenue from services includes installation and implementation of products and turnkey security screening
services and after-market services. Generally, revenue from services is recognized over time as the services are performed. Revenues
from out of warranty service maintenance contracts are recognized ratably over the respective terms of such contracts. Deferred revenue
for such services arises from payments received from customers for services not yet performed.
Contract Revenue. Sales agreements with customers can be project specific, cover a period of time, and can be renewable
periodically. The contracts may contain terms and conditions with respect to payment, delivery, installation, services, warranty and other
rights. In certain instances, we consider an accepted customer order, governed by a master sales agreement, to be the contract with the
customer when legal rights and obligations exist. Contracts with customers may include the sale of products and services, as discussed
in the paragraphs above. In certain instances, contracts can contain multiple performance obligations as discussed in the paragraph
below. According to the terms of a sale contract, we may receive consideration from a customer prior to transferring goods to the
customer, and we record these prepayments as an advance receipt. We also record deferred revenue, typically related to service contacts,
when consideration is received before the services have been performed. We recognize contract liabilities and deferred revenue as net
sales after all revenue recognition criteria are met.
F-14
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
When determining revenue recognition for contracts, we make judgments based on our understanding of the obligations in each
contract. We determine whether or not customer acceptance criteria are perfunctory or inconsequential. The determination of whether
or not customer acceptance terms are perfunctory or inconsequential impacts the amount and timing of revenue recognition. Judgments
also include estimates of warranty reserves, which are established based on historical experience and knowledge of the product under
warranty.
Multiple Performance Obligations. Certain agreements with customers include the sale of capital equipment involving multiple
elements that may include civil works to prepare a site for the installation of equipment, manufacture and delivery of equipment,
installation and integration of equipment, training of customer personnel to operate the equipment and after-market service of the
equipment. We generally assign multiple elements in a contract into separate performance obligations if those elements are distinct,
both individually and in the context of the contract. If multiple promises comprise a series of distinct services which are substantially
the same and have the same pattern of transfer, they are combined and accounted for as a single performance obligation.
In cases where obligations in a contract are distinct and thus require separation into multiple performance obligations, revenue
recognition guidance requires that contract consideration be allocated to each distinct performance obligation based on its relative
standalone selling price. The value allocated to each performance obligation is then recognized as revenue when the revenue recognition
criteria for each distinct obligation or bundle of obligations has been met.
The standalone selling price for each performance obligation is an amount that depicts the amount of consideration to which
the entity expects to be entitled in exchange for transferring the good or service. When there is only one performance obligation
associated with a contract, the entire sale value is attributed to that obligation. When a contract contains multiple performance
obligations, the standalone selling price is first estimated using the observable price, which is generally a list price net of applicable
discount, or the price used to sell the good or service in similar circumstances. In circumstances when a selling price is not directly
observable, we will estimate the standalone selling price using information available to us including our market assessment and/or
expected cost plus margin.
The timetable for fulfilment of each of the distinct performance obligations can range from completion in a short amount of
time and entirely within a single reporting period to completion over several reporting periods. The timing of revenue recognition for
each performance obligation may be dependent upon several milestones, including physical delivery of equipment, completion of factory
acceptance test, completion of site acceptance test, installation and connectivity of equipment, certification of training of personnel and,
in the case of after-market service deliverables, the passage of time (typically evenly over the post-warranty period of the service
deliverable).
We often provide a guarantee to support our performance under multiple performance obligations. In the event that customers
are permitted to terminate such arrangements, the underlying contract typically requires payment for deliverables and reimbursement of
costs incurred through the date of termination.
We disaggregate revenue by reporting segment (Security, Optoelectronics and Manufacturing, and Healthcare) to depict the
nature of revenue in a manner consistent with our business operations and to be consistent with other communications and public filings.
Refer to Note 14 for additional details of revenues by reporting segment.
Contract Assets and Liabilities. We enter into contracts to sell products and provide services, and we recognize contract assets
and liabilities that arise from these transactions. We recognize revenue and corresponding accounts receivable according to ASC 606.
When we recognize revenue in advance of the point in time at which contracts give us the right to invoice a customer, we record this as
unbilled revenue, which is included in accounts receivable, net, on the consolidated balance sheet. We may also receive consideration,
per the terms of a contract, from customers prior to transferring goods to the customer. We record customer deposits as contract
liabilities. Additionally, we may receive payments, most typically under service and warranty contracts, at the onset of the contract and
before services have been performed. In such instances, we record a deferred revenue liability. We recognize these contract liabilities
as sales after all revenue recognition criteria are met.
F-15
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
Practical Expedients. In cases where we are responsible for shipping after the customer has obtained control of the goods, we
have elected to treat the shipping activities as fulfillment activities rather than as a separate performance obligation. Additionally, we
have elected to capitalize the cost to obtain a contract only if the period of amortization would be longer than one year. We only give
consideration to whether a customer agreement has a financing component if the period of time between transfer of goods and services
and customer payment is greater than one year.
Freight—We record shipping and handling fees that we charge to our customers as revenue and related costs as cost of goods
sold.
Research and Development Costs—Research and development costs are those costs related to the development of a new
product, process or service, or significant improvement to an existing product, process or service. Such costs are charged to operations
as incurred.
Stock-Based Compensation—Stock-based compensation cost is measured at the grant date based on the estimated fair value
of the award and is recognized as expense over the employee’s requisite service period for all stock-based awards granted or modified.
Certain restricted stock unit awards vest based on the achievement of pre-established performance criteria. The fair value of
performance-based awards is estimated at the date of grant based upon the probability that the specified performance criteria will be
met, adjusted for estimated forfeitures. Each quarter we update our assessment of the probability that the specified performance criteria
will be achieved and adjust the estimate of the expenses of the performance-based awards if necessary. We amortize the fair value of
performance-based awards over the requisite service period for each separately vesting tranche of the award. See Note 9 to the
consolidated financial statements.
Impairment, Restructuring and Other Charges—We account for certain charges related to restructuring activities, litigation,
acquisition-related costs and other non-routine charges as Impairment, restructuring and other charges in the consolidated financial
statements. See Note 7 for additional information about these charges.
Credit Risk and Concentration— Financial instruments that are potentially subject to concentrations of credit risk consist
primarily of cash, cash equivalents, marketable securities and accounts receivable. We restrict investments in cash equivalents to
financial institutions with high credit standing. Credit risk on accounts receivable is minimized as a result of the large and diverse nature
of our company’s worldwide customer base. As of June 30, 2022 and 2023, no customer accounted for greater than 10% of accounts
receivable. In fiscal years 2021 and 2022, no customer accounted for greater than 10% of revenues. In fiscal year 2023, one customer
accounted for 11% of revenues. We perform ongoing credit evaluations of our customers’ financial condition and maintain allowances
for potential credit losses.
Our cash and cash equivalents totaled $64.2 million and $76.8 million at June 30, 2022 and 2023, respectively. Of these
amounts, approximately 78% and 97% was held by our foreign subsidiaries at June 30, 2022 and 2023, respectively.
For cost, quality control, technological, and efficiency reasons, we purchase certain materials, parts, and components only from
single vendors with whom we have ongoing relationships. We do, however, qualify second sources for many of our materials, parts, and
components. While management believes that relying on key vendors improves the efficiency and reliability of business operations,
relying on any one vendor for a significant aspect of business can have a significant negative impact on revenue and profitability if that
vendor fails to perform at acceptable service levels for any reason, including financial difficulties of the vendor.
F-16
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
Foreign Currency Translation and Transactions— We transact business in various foreign currencies. In countries where the
functional currency of the underlying operations has been determined to be the local country’s currency, revenues and expenses of
operations outside the United States are translated into United States dollars using average exchange rates while assets and liabilities of
operations outside the United States are translated into United States dollars using period-end exchange rates. The effects of foreign
currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income (loss)
in the accompanying consolidated balance sheets. We also have subsidiaries where the United States dollar has been designated as the
functional currency based on individual facts and circumstances. Remeasurement of non-United States dollar monetary assets and
liabilities are translated using period-end exchange rates and associated gains and losses are recognized in the consolidated statements
of operations. Non-monetary assets and liabilities are translated using historical exchange rates. Transaction gains and losses, which
were included in our consolidated statement of operations, amounted to a net gain (loss) of approximately $(1.3) million, $0.6 million
and $2.0 million for the fiscal years ended June 30, 2021, 2022 and 2023, respectively.
Business Combinations—Under ASC 805, the acquisition method of accounting requires us to record assets acquired and
liabilities assumed from an acquisition at their estimated fair values at the date of acquisition. Any excess of the total estimated purchase
price over the estimated fair value of the net assets acquired should be recorded as goodwill. Such valuations require management to
make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain
intangible assets include, but are not limited to, future expected cash flows from acquired customers, acquired technology, trade names,
useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which
are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period,
which is until we have all the necessary information about the facts and circumstances that existed as of the acquisition date up to one
year from the acquisition date, as additional information that existed at the acquisition date becomes available for preliminary estimates,
we may record adjustments to the provisional amounts initially recorded for assets acquired and liabilities assumed. Upon the conclusion
of the measurement period, any subsequent adjustments are included in earnings.
Earnings per Share—We compute basic earnings per share by dividing net income available to common stockholders by the
weighted average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net
income available to common stockholders by the sum of the weighted average number of common shares and dilutive potential common
shares outstanding during the period. Potential common shares consist of the shares issuable upon the exercise of stock options and
restricted stock unit awards under the treasury stock method. In periods where a net loss is reported, basic and diluted net loss per share
are the same since the effect of potential common shares is antidilutive and therefore excluded. There was no dilutive effect of the senior
convertible notes (See Note 8) for the fiscal years ended June 30, 2021, 2022 and 2023.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):
Net income available to common stockholders . . . . . . . . . . . . . . . . . . . .
Weighted average shares outstanding—basic . . . . . . . . . . . . . . . . . . . . .
Dilutive effect of equity awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average shares outstanding—diluted . . . . . . . . . . . . . . . . . . . .
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average shares excluded from diluted earnings per share
2021
$ 74,049
17,968
420
18,388
4.12
4.03
$
$
2022
2023
$ 115,347 $ 91,778
16,828
17,551
362
319
17,190
17,870
6.57 $ 5.45
$
6.45 $ 5.34
$
due to their anti-dilutive effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
47
49
F-17
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
Warranty Provision—We offer our customers warranties on many of the products that we sell. These warranties typically
provide for repairs and maintenance of the products if problems arise during a specified time period after original shipment. Concurrent
with the sale of products, we record a provision for estimated warranty expenses with a corresponding increase in cost of goods sold.
We periodically adjust this provision based on historical experience and anticipated expenses. We charge actual expenses of repairs
under warranty, including parts and labor, to this provision when incurred. The current obligation for warranty provision is included in
other accrued expenses and current liabilities and the noncurrent portion is included in other long-term liabilities in the consolidated
balance sheets, whose activity for each of the three fiscal years ended June 30, 2023 is summarized in the following table (in thousands):
Warranty provision as of June 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Warranty claims provided for/assumed in acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements made . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranty provision as of June 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Warranty claims provided for/assumed in acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements made . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranty provision as of June 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Warranty claims provided for/assumed in acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements made . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranty provision as of June 30, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
20,825
5,419
(6,508)
19,736
3,474
(9,863)
13,347
4,193
(6,391)
11,149
Leases—Right-of-use (“ROU”) assets represent our right to use an underlying asset during the reasonably certain lease terms,
and lease liabilities represent our obligation to make lease payments arising from the leases. We recognize ROU lease assets and lease
liabilities at lease commencement on our consolidated balance sheet based on the present value of lease payments over the lease term
using a discount rate determined based on our incremental borrowing rate since the rate implicit in each lease is not readily determinable.
We elected the package of practical expedients, which permits us to not reassess (1) whether any expired or existing contracts are or
contain leases, (2) the lease classification of any expired or existing leases, and (3) any initial direct costs for any existing leases as of
the effective date. We elected the practical expedient to account for each separate lease component of a contract and its associated non-
lease components as a single lease component. We also elected the hindsight practical expedient, which allows us to use hindsight in
determining the lease term. We do not record a ROU asset and corresponding lease liability for leases with an initial term of one year
or less (“short-term leases”). The terms in our leases may include options to extend or terminate the lease. We recognize ROU assets
and liabilities when it is reasonably certain that we will exercise those options. Judgment is required in our assessment as to whether
renewal or termination options are reasonably certain to be exercised and factors such as contractual terms compared to current market
rates and the importance of the facility and location to our operations, among others, are considered. Lease payments are made in
accordance with the lease terms, and lease expense, including short-term lease expense, is recognized on a straight-line basis over the
lease term.
We lease facilities and certain equipment under various operating lease agreements. The majority of our lease arrangements
are comprised of fixed payments while certain of our other leases provide for periodic rent increases. Our leases may contain escalation
clauses and renewal options. Most of the leases require us to pay for certain other costs such as common area maintenance and property
taxes. Rent expense for leases with periodic rent increases or escalation clauses is recognized on a straight-line basis over the minimum
lease term. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. We also have
finance leases for fleet vehicles that are not material to the consolidated financial statements.
Subsequent Events— In accordance with ASC 855, our management evaluated material events after the balance sheet date
through the date of the filing of this report with the SEC, and there are no disclosable subsequent events.
Recent Accounting Guidance
From time to time, new accounting pronouncements are issued by the FASB and other regulatory bodies that are adopted as of
the specified effective dates. Unless otherwise discussed, management believes that the impact of recently issued standards, which are
not yet effective, will not have a material impact on our Consolidated Financial Statements upon adoption.
F-18
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
2. BUSINESS COMBINATIONS
Fiscal Year 2023 Business Acquisitions
In April 2023, we (through our Optoelectronics and Manufacturing division) acquired a privately held provider of engineering
and contract manufacturing solutions for approximately $2.5 million plus up to $2.5 million in potential contingent consideration. The
acquisition was financed with cash on hand.
In February 2023, we (through our Healthcare division) acquired a privately held provider of software and solutions for
approximately $2.1 million plus up to $5.0 million in potential contingent consideration. The acquisition was financed with cash on
hand.
Through our Security division, we acquired (i) in December 2022 certain assets of a provider of baggage and parcel inspection
systems for approximately $1.6 million and (ii) in August 2022 a privately held provider of training software and solutions for
approximately $1.9 million plus an immaterial amount of potential contingent consideration. These acquisitions were financed with cash
on hand. The goodwill recognized for each of the fiscal year 2023 business acquisitions is not deductible for income tax purposes.
Fiscal Year 2022 Business Acquisitions
In February 2022, we (through our Security division) acquired a privately held provider of intelligent inspection, sensory, and
recognition solutions for approximately $14.0 million, plus up to $25.0 million in potential contingent consideration. The acquisition
was financed with cash on hand and borrowings under our revolving bank line of credit. The goodwill recognized for this business is
not deductible for income tax purposes.
In February 2022, we (through our Security division) acquired a privately held sales and services company for approximately
$1.1 million, plus an immaterial amount of potential contingent consideration. The acquisition was financed with cash on hand. The
goodwill recognized for this transaction is deductible for income tax purposes.
Fiscal Year 2021 Business Acquisition
In fiscal 2021, we (through our Healthcare division) acquired a privately-held software development company for $3.0 million,
plus up to $12.0 million in potential contingent consideration. This acquisition was financed with available cash on hand. The goodwill
recognized for this business is deductible for income tax purposes.
These business acquisitions in fiscal 2021, 2022 and 2023, individually and in the aggregate, were not material to our
consolidated financial statements. Accordingly, pro-forma historical results of operations and other disclosures related to these
businesses have not been presented.
F-19
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
3. BALANCE SHEET DETAILS
The following tables provide details of selected balance sheet accounts (in thousands):
Accounts receivable, net
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022
2023
$ 326,849 $ 395,218
(14,373)
$ 307,973 $ 380,845
(18,876)
June 30,
Inventories
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30,
2022
2023
$ 213,290 $ 233,217
56,329
48,462
$ 333,907 $ 338,008
46,873
73,744
Property and equipment, net
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings, civil works and improvements . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and tooling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer software implementation in process . . . . . . . . . . . . . . . .
Construction in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation and amortization . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Estimated
Useful
Lives
June 30,
2022
2023
5-40 years
1-13 years
3-10 years
3-10 years
3-5 years
3-10 years
N/A
N/A
N/A $ 15,028 $ 15,691
49,166
47,309
13,553
11,599
135,703
128,425
3,632
3,592
24,119
21,208
26,981
25,153
9,705
9,422
4,108
5,283
282,658
267,019
(173,725)
(157,335)
$ 109,684 $ 108,933
During fiscal 2021, 2022 and 2023, depreciation expense was approximately $22.4 million, $21.0 million and $19.5 million,
respectively.
F-20
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
4. GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill by segment for fiscal 2022 and 2023 are as follows (in thousands):
Optoelectronics
and
Balance as of June 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill acquired or adjusted during the period . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of June 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill acquired or adjusted during the period . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of June 30, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security
Division
$ 206,426
19,436
(307)
$ 225,555
5,021
86
$ 230,662
Healthcare Manufacturing
Division
Division
$
$
$
43,584 $
—
(397)
43,187 $
5,161
107
48,455 $
70,294
—
(2,679)
67,615
2,574
199
70,388
Consolidated
$ 320,304
19,436
(3,383)
$ 336,357
12,756
392
$ 349,505
Intangible assets consisted of the following (dollar amounts in thousands):
Weighted
Average
Lives
Gross
Carrying
Value
June 30, 2022
June 30, 2023
Gross
Accumulated
Amortization
Intangibles
Net
Carrying Accumulated
Value
Amortization
Intangibles
Net
Amortizable assets:
Software development costs . . . . . . . . . . . . . 7-8 years
Patents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 years
Developed technology . . . . . . . . . . . . . . . . . 10 years
Customer relationships . . . . . . . . . . . . . . . . . 7-8 years
Total amortizable assets . . . . . . . . . . . . . . .
Non-amortizable assets:
In-process R&D . . . . . . . . . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . .
Total intangible assets . . . . . . . . . . . . . . . .
$ 64,096
8,541
66,901
53,736
193,274
$ (18,934) $ 45,162
5,554
35,830
20,951
107,497
(2,987)
(31,071)
(32,785)
(85,777)
$ 77,844 $ (20,285) $ 57,559
5,232
29,921
16,679
109,391
(3,404)
(38,353)
(39,101)
(101,143)
8,636
68,274
55,780
210,534
533
30,340
$ 224,147
—
—
533
30,340
$ (85,777) $ 138,370
533
533
30,933
30,933
$ 242,000 $ (101,143) $ 140,857
—
—
Amortization expense related to intangible assets was $21.5 million, $17.7 million and $19.0 million for fiscal 2021, 2022 and
2023, respectively.
At June 30, 2023, the estimated future amortization expense was as follows (in thousands):
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
18,758
16,042
13,112
9,054
6,544
45,881
109,391
F-21
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
Software development costs for software products incurred before establishing technological feasibility are charged to
operations. Software development costs incurred after establishing technological feasibility are capitalized on a product-by-product basis
until the product is available for general release to customers at which time amortization begins. Annual amortization, charged to cost
of goods sold, is the amount computed using the ratio that current revenues for a product bear to the total current and anticipated future
revenues for that product. In the event that future revenues are not estimable, such costs are amortized on a straight-line basis over the
remaining estimated economic life of the product. Amortizable assets that have not yet begun to be amortized are included in
“Thereafter” in the table above. During fiscal 2021, 2022 and 2023, we capitalized software development costs in the amounts of
$12.9 million, $15.2 million and $16.2 million, respectively.
5. CONTRACT ASSETS AND LIABILITIES
The table below shows the balance of contract assets and liabilities as of June 30, 2022 and 2023, including the change between
the periods. There were no substantial non-current contract assets for the periods presented.
Contract Assets (dollar amounts in thousands)
Unbilled revenue (included in accounts receivable, net). . . .
Contract Liabilities (dollar amounts in thousands)
June 30,
2022
$ 43,287
June 30,
2023
$ 86,818
Change % Change
101 %
$ 43,531
Advances from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue—current . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue—long-term . . . . . . . . . . . . . . . . . . . . . . . . .
June 30,
2022
$ 19,917
31,396
20,476
June 30,
2023
$ 21,250
43,861
22,200
Change % Change
$ 1,333
12,465
1,724
7 %
40 %
8 %
Contract Assets. Contract assets increased approximately $43.5 million as a result of unbilled revenue primarily from the timing
and nature of milestones met in contracts for a number of customers in our Security Division, both within the United States and
internationally, where we met the revenue recognition criteria under ASC 606 in advance of the time when contracts give us the right to
invoice customers.
Remaining Performance Obligations. Remaining performance obligations related to ASC 606 represent the portion of the
transaction price allocated to performance obligations under an original contract with a term greater than one year which are fully or
partially unsatisfied at the end of the period. As of June 30, 2023, the aggregate portion of the transaction price allocated to remaining
performance obligations was approximately $1,011.2 million. We expect to recognize revenue on approximately 55% of the remaining
performance obligations over the next 12 months, and the remainder is expected to be recognized thereafter. During the fiscal year ended
June 30, 2023, we recognized revenue of $50.9 million from contract liabilities existing as of July 1, 2022.
Practical Expedients. In cases where we are responsible for shipping after the customer has obtained control of the goods, we
have elected to treat the shipping activities as fulfillment activities rather than as a separate performance obligation. Additionally, we
have elected to capitalize the cost to obtain a contract only if the period of amortization would be longer than one year. We only give
consideration to whether a customer agreement has a financing component if the period of time between transfer of goods and services
and customer payment is greater than one year.
F-22
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
6. LEASES
The components of operating lease expense for the fiscal years ended June 30, 2022 and 2023 were as follows (in thousands):
Operating lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Variable lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal Year Ended June 30,
2022
10,390
856
1,061
12,307
$
$
2023
11,364
1,323
923
13,610
$
$
Sale-leaseback Transaction. In March 2022, we completed a sale-leaseback transaction for our manufacturing facilities and
corporate headquarters in Hawthorne, California (the “Hawthorne Property”). We sold the Hawthorne Property for $32 million and
recognized a gain on sale of $27.4 million which is included in Other income on the statement of operations for the fiscal year ended
June 30, 2022. We also entered into a 6-year lease agreement for the Hawthorne Property expiring in March 2028, with two 5-year
renewal options.
Supplemental balance sheet assets and liabilities related to operating leases were as follows (dollar amounts in thousands):
Operating lease ROU assets, net . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities, current portion . . . . . . . . . . . . . .
Operating lease liabilities, long-term . . . . . . . . . . . . . . . . . .
Total operating lease liabilities . . . . . . . . . . . . . . . . . . . . . .
Weighted average remaining lease term . . . . . . . . . . . . . . . .
Weighted average discount rate . . . . . . . . . . . . . . . . . . . . . . .
Balance Sheet Category
Other assets
Other accrued expenses
and current liabilities
Other long-term liabilities
$
$
$
June 30, 2022
39,461
$
June 30, 2023
32,618
9,700
30,363
40,063
$
$
9,787
23,733
33,520
4.2 years
3.7 %
Supplemental cash flow information related to operating leases for the year ended June 30, 2023 was as follows (in thousands):
Cash paid for operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ROU assets obtained in exchange for new lease obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Maturities of operating lease liabilities at June 30, 2023 were as follows (in thousands):
Fiscal Year Ended June 30,
2022
10,046
27,402
$
2023
11,418
14,574
Less than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1 – 2 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2 – 3 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 – 4 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4 – 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Less: Imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
June 30, 2023
10,813
8,596
7,032
6,101
1,748
1,966
36,256
(2,736)
33,520
F-23
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
7. IMPAIRMENT, RESTRUCTURING AND OTHER CHARGES
We endeavor to align our global capacity and infrastructure with demand by our customers as well as fully integrate acquisitions
and thereby improve operational efficiency.
During the fiscal year ended June 30, 2023, we recognized $7.6 million in impairment, restructuring and other charges, which
included $3.9 million in legal charges primarily related to class action litigation and government investigations, $1.7 million for
employee terminations, $1.5 million for other facility closure costs for operational efficiency activities, and $0.4 million in acquisition
related costs.
During the fiscal year ended June 30, 2022, we recognized $7.5 million in impairment, restructuring and other charges, which
included $5.1 million in legal charges primarily related to class action litigation and government investigations, $1.1 million for
employee terminations, $1.0 million for impairment of software assets, $0.3 million in acquisition related costs, and a net benefit for
facility closures activity of a nominal amount.
During the fiscal year ended June 30, 2021, we incurred $7.2 million for exit activities associated with an expired turnkey
contract in Mexico. Such exit costs include $2.8 million for employee terminations, $1.1 million for facility closure and other exit costs,
direct transaction costs of $2.7 million, and $0.6 million for ROU asset impairment for a leased facility. We also incurred costs of
$1.6 million for other employee terminations and $0.5 million for other facility closure costs for operational efficiency activities,
$0.3 million for acquisition-related activities, and $0.5 million for certain legal charges, net of insurance reimbursements.
The following tables summarize impairment, restructuring and other charges for the periods set forth below (in thousands):
Fiscal 2021
Optoelectronics
and
Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee termination costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mexico transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Facility closures/consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total expensed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee termination costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Facility closures/consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total expensed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security
Division
$
552 $
249
4,130
2,691
1,675
—
9,297
$
$
Healthcare Manufacturing
Division
Division
Corporate
Total
— $
27
—
—
—
—
27
$
— $
—
315
—
—
—
315 $
— $
—
—
—
—
465
465
552
276
4,445
2,691
1,675
465
$ 10,104
Fiscal 2022
Optoelectronics
and
Security
Division
$
— $
232
1,077
(33)
—
1,276
$
$
Healthcare Manufacturing
Division
Division
Corporate
— $
—
—
—
—
— $
— $
—
100
—
—
100 $
1,006
56
—
—
5,104
6,166
Total
1,006
288
1,177
(33)
5,104
7,542
$
$
F-24
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
Fiscal 2023
Optoelectronics
and
Acquisition-related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee termination costs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Facility closures/consolidation . . . . . . . . . . . . . . . . . . . . . . . . .
Legal costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total expensed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Security
Division
23
849
35
808
1,715
$
$
$
Division
Healthcare Manufacturing
Division
225
355
—
2,497
3,077
532
1,504
464
2,507 $
7 $
$
$
Corporate
127
—
—
140
267
$
$
Total
382
1,736
1,539
3,909
7,566
The accrued liability for restructuring and other charges is included in other accrued expenses and current liabilities in the
consolidated balance sheet. The changes in the accrued liability for restructuring and other charges for fiscal 2022 and 2023 were as
follows (in thousands):
Acquisition-
Employee
Facility
Closure /
Related
Costs
Termination Consolidation
Costs
Cost
Legal
Costs and
Settlements
Balance as of June 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring and other charges (benefit), net . . . . . . . . . . . . .
Payments, adjustments and reimbursements, net . . . . . . . . . . .
Balance as of June 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring and other charges (benefit), net . . . . . . . . . . . . .
Payments, adjustments and reimbursements, net . . . . . . . . . . .
Balance as of June 30, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
— $
288
(288)
— $
383
(376)
7
$
250
1,177
(1,246)
181
1,736
(1,810)
107
$
$
$
386 $
(33)
(330)
23 $
1,539
47
1,609 $
2,772
6,110
(7,102)
1,780
3,909
(5,033)
656
$
$
$
8. BORROWINGS
Revolving Credit Facility
Total
3,408
7,542
(8,966)
1,984
7,567
(7,172)
2,379
In December 2021, we entered into an amendment to the senior secured credit facility that increased the aggregate amount
available to borrow from $535 million to $750 million. The amended facility matures in December 2026 and is comprised of a
$600 million revolving credit facility and a $150 million delayed draw term loan. The revolving credit facility includes a $300 million
sub-limit for letters of credit. Under certain circumstances and subject to certain conditions, we can increase the revolving credit facility
by $250 million plus such amount as would not cause our consolidated secured net leverage ratio to exceed a specified level. Borrowings
under the amended facility bore interest at SOFR plus a margin of 1.0% as of June 30, 2023 (which margin can range from 1.0% to
1.75% based on our consolidated net leverage ratio as defined in the credit facility). Letters of credit reduce the amount available to
borrow under the credit facility by their face value amount. The unused portion of the facility bore a commitment fee of 0.10% as of
June 30, 2023 (which fee can range from 0.10% to 0.25% based on our consolidated net leverage ratio as defined in the credit facility).
Our borrowings under the credit agreement are guaranteed by certain of our U.S.-based subsidiaries and are secured by substantially all
of our assets and substantially all the assets of certain of our subsidiaries. The credit facility contains various representations and
warranties, affirmative, negative and financial covenants and events of default. As of June 30, 2023, there were $215.0 million of
borrowings outstanding under the revolving credit facility, $48.5 million outstanding under the letters of credit sub-facility, and
$143.1 million outstanding under the term loan. As of June 30, 2023, the amount available to borrow under the revolving credit facility
was $336.5 million. Loan amounts under the revolving credit facility may be borrowed, repaid and re-borrowed during the term. The
principal amount of each loan is due and payable in full on the maturity date. We have the right to repay each loan in whole or in part
from time to time without penalty. It is our practice to routinely borrow and repay several times per year under the revolving facility
and therefore, borrowings under the revolving credit facility are included in current liabilities. As of June 30, 2023, we were in
compliance with all financial covenants under this credit facility. In September 2022, we entered into an interest rate swap in order to
mitigate the interest rate risk on a portion of the interest payments expected to be made on the borrowings outstanding under the revolving
credit facility and term loan. Refer to Note 1 for details.
F-25
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
1.25% Convertible Senior Notes Due 2022
In February 2017, we issued $287.5 million of the Notes in a private offering. The Notes were governed by an indenture dated
February 22, 2017. The maturity date for the payment of principal was September 1, 2022. The Notes bore interest at the rate of 1.25%
and were payable in cash semiannually in arrears on each March 1 and September 1. On September 1, 2022, we repurchased and
cancelled the then-remaining $242.3 million balance of the Notes utilizing proceeds from the senior secured credit facility.
Issuance costs of $7.7 million were allocated between debt ($6.5 million) and equity ($1.2 million) components with the portion
allocated to the debt presented as an offset against long-term debt in the consolidated balance sheet and was being amortized as interest
expense over the life of the Notes using the effective interest method. Total interest expense recognized for the year ended June 30, 2021
related to the Notes was $13.4 million, which consisted of $3.6 million of contractual interest expense, $8.6 million of debt discount
amortization, and $1.2 million of amortization of debt issuance costs. Total interest expense for the year ended June 30, 2022 related to
the Notes was $4.7 million, which consisted of $3.5 million of contractual interest expense and $1.2 million of amortization of debt
issuance costs. Total interest expense for the year ended June 30, 2023 related to the Notes was $0.7 million, which consisted of
$0.5 million of contractual interest expense and $0.2 million of amortization of debt issuance costs.
Other Borrowings
Several of our foreign subsidiaries maintain bank lines-of-credit, denominated in local currencies and U.S. dollars, primarily
for the issuance of letters-of-credit. As of June 30, 2023, $51.7 million was outstanding under these letter-of-credit facilities. As of
June 30, 2023, the total amount available under these credit facilities was $24.5 million.
Long-term debt consisted of the following (in thousands):
June 30,
2022
2023
1.25% convertible notes due September 1, 2022:
Principal amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unamortized debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Term loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term portion of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(196)
$ 242,302
—
—
—
143,125
1,442
144,567
(8,076)
$ 48,668 $ 136,491
242,106
50,000
1,137
293,243
(244,575)
Fiscal year principal payments of long-term debt as of June 30, 2023 are as follows (in thousands):
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2028 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,076
7,992
7,801
120,698
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 144,567
F-26
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
9. STOCKHOLDERS’ EQUITY
Stock-based Compensation
As of June 30, 2023, we maintained the OSI Plan as a stock-based employee compensation plan.
We recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands):
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021
$
760
25,457
554
$ 26,771
2022
2023
812 $
$
26,749
511
911
27,716
497
$ 28,072 $ 29,124
As of June 30, 2023, total unrecognized compensation cost related to stock-based compensation grants under the OSI Plan were
estimated at $0.7 million for stock options and $13.9 million for restricted stock units (“RSUs”). We expect to recognize these costs
over a weighted-average period of 2.0 years with respect to the stock options and 2.0 years for grants of RSUs.
OSI Plan
Awards are granted in the form of incentive options, nonqualified options, restricted stock awards, stock appreciation rights,
RSUs, performance shares and stock bonuses, amongst other forms of equity, to qualified employees, directors and consultants.
Under the OSI Plan, the exercise price of nonqualified options and incentive stock options may not be less than the fair market
value of our Common Stock on the date of grant. The exercise price of nonqualified options and incentive stock options granted to
individuals who own more than 10% of our voting stock may not be less than 110% of the fair market value of our Common Stock on
the date of grant. Stock options granted under the OSI Plan typically vest over three years based on continued service. Restricted stock
and RSUs typically vest over three to four years based on continued service. Certain restricted stock awards granted to senior
management vest based on the achievement of pre-established performance criteria.
Stock Option Fair Value Estimation Assumptions. We estimate the fair value of our stock options at the date of grant using
the Black-Scholes option-pricing valuation model. Our valuation model is affected by our stock price as well as weighted average
assumptions for a number of subjective variables described below.
Expected Dividend. Expected dividend is based on historical patterns and our anticipated dividend payments over the expected
holding period.
Risk-Free Interest Rate. The risk-free interest rate for stock options is based on U.S. Treasuries for a maturity matching the
expected holding period.
Expected Volatility. Expected volatility is based on implied volatility and/or our historical share price volatility matching the
expected holding period. No single method of estimating volatility is proper under all circumstances and to the extent that a company
can derive implied volatility based on the trading of its financial instruments on a public market, it may be appropriate to use both
implied and historical volatility in its assumptions. We have certain financial instruments that are publicly traded from which we can
derive the implied volatility. Therefore, we use implied and historical volatility for valuing our stock options. We believe that implied
and historical volatility is a better indicator of expected volatility because it is generally reflective of both historical volatility and
expectations of how future volatility will differ from historical volatility.
Expected Holding Period. We use historical stock option exercise data to estimate the expected holding period.
F-27
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
Changes in assumptions can materially impact the estimated fair value of stock options. The weighted average assumptions
used in the valuation model are presented in the table below.
Expected dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected holding period (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021
—
0.4 %
26.0 %
4.5
2022
—
1.2 %
31.0 %
4.5
2023
—
3.9 %
31.0 %
4.5
The following summarizes stock option activity for fiscal years 2021, 2022 and 2023:
Outstanding at June 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expired or forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at June 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expired or forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at June 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expired or forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at June 30, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercisable at June 30, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of
Options
Weighted-
Average
Exercise
Price
326,304
22,171
(88,657)
(4,598)
255,220
22,954
(166,629)
(900)
110,645
23,351
(47,354)
(2,965)
83,677
38,977
$
$
$
$
$
44.41
82.17
35.19
80.46
50.24
96.38
35.09
73.99
82.43
87.90
77.42
74.06
87.09
83.79
Weighted-Average
Remaining Contractual
Term
Aggregate
Intrinsic Value
(in thousands)
7.1 years
5.1 years
$
$
2,572
1,327
The per-share weighted-average grant-date fair value of stock options granted under the OSI Plan was $18.37, $26.72 and
$28.46 for fiscal 2021, 2022 and 2023, respectively. The total intrinsic value of options exercised during fiscal 2023 was $1.5 million.
Restricted Stock Units—A summary of RSU activity for the periods indicated was as follows:
Nonvested at June 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonvested at June 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonvested at June 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonvested at June 30, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-
Average
Shares
423,590 $
339,311
(313,892)
(13,084)
435,925 $
334,435
(337,442)
(5,471)
427,447 $
357,475
(313,862)
(15,545)
455,515 $
Fair Value
88.68
80.40
86.12
85.78
84.16
90.31
82.66
83.66
90.17
87.90
96.36
88.42
85.15
F-28
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
The per-share weighted average grant-date fair value of RSUs granted under the OSI Plan was $80.40, $90.31, and $87.90 for
fiscal 2021, 2022 and 2023, respectively. The total fair value of shares vested during fiscal 2021, 2022 and 2023 was $27.0 million,
$27.9 million, and $27.9 million, respectively.
In December 2020, our shareholders authorized an increase of 1.65 million shares for the OSI Plan resulting in a maximum
pool of 7.1 million shares. As of June 30, 2023, there were approximately 0.7 million shares available for grant under the OSI Plan.
Under the terms of the OSI Plan, RSUs and restricted stock granted from the pool of shares available for grant reduce the pool by
1.87 shares for each award granted. RSUs and restricted stock forfeited and returned to the pool of shares available for grant increase
the pool by 1.87 shares for each award forfeited.
We granted 136,242, 96,620, and 110,811 performance-based awards during fiscal 2021, 2022 and 2023, respectively. These
performance-based RSU awards are contingent on the achievement of certain performance metrics. The payout related to these awards
can range from zero to 376% of the original number of shares or units awarded. Compensation cost associated with these performance
based RSUs are recognized based on the estimated number of shares that we ultimately expect will vest. If the estimated number of
shares to vest is revised in the future, then stock-based compensation expense will be adjusted accordingly.
Employee Stock Purchase Plan
We have an employee stock purchase plan under which eligible employees may purchase a limited number of shares of
Common Stock at a discount of up to 15% of the market value of such stock at pre-determined, plan-defined dates. During the years
ended June 30, 2021, 2022 and 2023, employees purchased 63,499, 60,708, and 60,465 shares, respectively. As of June 30, 2023, there
were 416,762 shares of our Common Stock available for issuance under the plan.
Stock Repurchase Program
In September 2022, our Board of Directors increased the stock repurchase authorization to a total of two million shares of
Common Stock. This program does not expire unless our Board of Directors acts to terminate the program. The timing and actual
numbers of shares purchased depends on a variety of factors, including stock price, general business and market conditions and other
investment opportunities. Repurchases may be made from time to time under the program through open-market purchases or privately-
negotiated transactions at our discretion. Upon repurchase, the shares are restored to the status of authorized but unissued shares and we
record them in our consolidated financial statements as a reduction in the number of shares of Common Stock issued and outstanding.
During fiscal 2021, 2022 and 2023, we repurchased 452,005 shares, 1,294,594 shares and 400,230 shares, respectively, of
common stock under our then current programs. As of June 30, 2023, there were 1,721,870 shares remaining available for repurchase
under the authorized repurchase program.
Dividends
We have not paid any dividends since the consummation of our initial public offering in 1997 and we do not currently intend
to pay any dividends in the foreseeable future. Our Board of Directors will determine the payment of future dividends, if any. Certain
of our current bank credit facilities restrict the payment of dividends and future borrowings may contain similar restrictions.
F-29
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
10. INCOME TAXES
The following is a geographical breakdown of income before the provision for income taxes (in thousands):
Pre-tax income:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total pre-tax income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 34,323
64,317
$ 98,640
7,114
$ 51,295 $
88,865
108,124
$ 140,160 $ 115,238
2021
2022
2023
Our provision (benefit) for income taxes consists of the following (in thousands):
2021
2022
2023
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4,407
1,190
18,562
24,159
$ 6,216 $ 6,860
861
19,717
27,438
1,964
13,113
21,293
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
679
464
(711)
432
$ 24,591
$ 3,915 $ (2,547)
(678)
(753)
(3,978)
$ 24,813 $ 23,460
133
(528)
3,520
As of June 30, 2022 and 2023, our liability for uncertain tax positions was $8.2 million and $12.0 million, respectively. The
amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $12.0 million as of June 30, 2023.
We recognize potential interest and penalties related to income tax matters in income tax expense. As of June 30, 2023, we
have accrued $0.4 million for interest and penalties. Our uncertain tax positions are related to tax years that remain subject to examination
by the relevant tax authorities. These include fiscal years after 2019 for federal purposes, fiscal years after 2018 for state purposes and
fiscal years after 2015 for various foreign jurisdictions. Facts and circumstances could arise that could cause us to reduce the liability
for unrecognized tax benefits, including, but not limited to, settlement of income tax positions or expiration of statutes of limitation.
Since the ultimate resolution of uncertain tax positions depends on many factors and assumptions, we are not able to estimate the range
of potential changes in the liability for unrecognized tax benefits or the timing of such changes.
A summary of activity of unrecognized tax benefits for fiscal 2022 and 2023 is as follows (in thousands).
Balance at June 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Additions on tax positions for the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions on tax positions from prior years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reduction in tax positions from prior year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at June 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Additions on tax positions for the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions on tax positions from prior years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reduction in tax positions from prior year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at June 30, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
19,677
3,084
1,479
(10,663)
13,577
3,225
2,582
(4,406)
14,978
F-30
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
Deferred income tax assets (liabilities) consisted of the following (in thousands):
Deferred income tax assets:
$
Tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock and deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax liabilities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Withholding tax on unrepatriated foreign earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease ROU assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State transition tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred income tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
June 30,
2022
2023
13,130
6,494
2,848
4,471
11,636
406
3,241
8,714
10,601
1,446
62,987
(12,301)
50,686
(7,604)
(31,518)
(6,851)
(8,480)
(1,754)
(1,750)
(57,957)
(7,271)
$
$
5,934
3,678
3,443
2,994
11,026
481
2,956
8,043
12,224
1,164
51,943
(8,433)
43,510
(5,860)
(21,617)
(6,851)
(7,931)
(1,754)
(1,824)
(45,837)
(2,327)
The components of the net deferred income tax liability are classified in the consolidated balance sheets as follows (in
thousands):
Long term deferred income tax asset, included in other assets . . . . . . . . . . . . . . . . . .
Long term deferred income tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred income tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30,
2023
2022
3,841 $ 4,244
$
(6,571)
(11,112)
$ (7,271) $ (2,327)
The components of current taxes receivable and payable and prepaid taxes are classified in the consolidated balance sheets as
follows (in thousands):
Current taxes receivable and prepaid taxes, included in prepaid expenses and
other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current taxes payable, included in other accrued expenses and current liabilities . .
Net tax receivable (payable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 7,843 $
(7,722)
$
7,216
(13,692)
121 $ (6,476)
June 30,
2022
2023
F-31
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
As of June 30, 2023, we had federal, state and foreign net operating losses carryforwards of approximately $1.1 million,
$22.6 million and $7.9 million, respectively. Our net operating loss carryforwards will begin to expire in the tax year ending June 30,
2028. As of June 30, 2023, we had federal and state tax credit carryforwards of approximately $0.5 million and $8.1 million,
respectively. Our credit carryforwards will begin to expire in the tax year ending June 30, 2026.
We have established valuation allowances that relate to the net operating losses of certain subsidiaries, capital losses, and tax
credits. During the year ended June 30, 2023, we recorded a net aggregated decrease of $3.9 million to these valuation allowances. We
review the adequacy of individual valuation allowances and release such allowances when it is determined that it is more likely than not
that the related benefits will be realized.
We recognized all excess tax benefits and tax deficiencies as income tax expense or benefit in the current year. An income tax
benefit of approximately $2.0 million and $0.6 million was recognized in fiscal 2022 and 2023, respectively.
The consolidated effective income tax rate differs from the federal statutory income tax rate due primarily to the following:
Provision for income taxes at federal statutory rate. . . . . . . . . . . . . . .
Research and development tax credits . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign income subject to tax at other than federal statutory rate . . .
Stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Officers’ compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax on foreign currency gains and losses. . . . . . . . . . . . . . . . . . . . . . .
State tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. tax on foreign earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in prior year estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global intangible low-taxed income, net of foreign tax credits . . . . .
Foreign Derived Intangible Income Benefit. . . . . . . . . . . . . . . . . . . . .
Non-taxable earnings from acquisitions . . . . . . . . . . . . . . . . . . . . . . . .
Patent box benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Withholding tax on foreign earnings . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021
21.0 %
(1.7)
0.6
(0.9)
5.8
(5.9)
4.2
(0.2)
1.2
(1.8)
—
0.5
(1.3)
(0.4)
—
3.4
0.4
24.9 %
June 30,
2022
21.0 %
(1.3)
0.2
(1.2)
4.3
(4.0)
(1.4)
—
1.0
0.9
(0.6)
0.3
(1.3)
(0.6)
(0.3)
—
0.7
17.7 %
2023
21.0 %
(1.5)
0.2
(0.4)
5.5
(0.5)
0.3
(0.6)
0.3
1.4
(1.1)
0.8
(1.8)
(2.1)
(1.9)
—
0.8
20.4 %
The provision for income taxes consists of provisions for federal, state, and foreign income taxes. We operate in an international
environment with significant operations in various locations outside the U.S. Accordingly, the consolidated income tax rate is a
composite rate reflecting the earnings in the various locations and the applicable rates.
F-32
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
11. COMMITMENTS AND CONTINGENCIES
Acquisition-Related Contingent Obligations—Under the terms and conditions of the purchase agreements associated with
certain acquisitions, we may be obligated to make additional payments based on the achievement of certain sales or profitability
milestones through the acquired operations. For agreements that contain contingent consideration caps, the remaining maximum amount
of such potential future payments is $55.3 million as of June 30, 2023.
We account for such contingent payments for acquisitions which occurred through the end of fiscal year 2009 as additions to
the purchase price of the acquired business. We made contingent payments relating to such acquisitions of $1.0 million, $1.9 million
and $3.4 million, respectively, during the fiscal years ended June 30, 2021, 2022 and 2023, respectively.
For acquisitions completed after fiscal 2009, pursuant to ASC 805, the estimated fair value of these obligations is recorded as
a liability at the time of the acquisition with subsequent revisions recorded in Selling, general and administrative expense in the
consolidated financial statements. The estimated fair value measurements of contingent earnout obligations are primarily based on
unobservable inputs, which may include projected revenues, gross margins, operating income and the estimated probability of achieving
the earnouts.
These projections and probabilities are used to estimate future contingent earnout payments, which are discounted back to
present value to compute contingent earnout liabilities. The following table provides a roll-forward from June 30, 2022 to June 30, 2023
of the contingent consideration liability, which is included in other accrued expenses and current liabilities, and other long-term liabilities
in our consolidated balance sheets (in thousands):
Beginning fair value, June 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Addition of contingent earnout obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in fair value for contingent earnout obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments on contingent earnout obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending fair value, June 30, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
28,212
5,506
27
(11,901)
(663)
21,181
Advances from Customers—We receive advances from customers associated with certain contracts. These advances are paid
in cash by customers, and we account for these as liabilities until our contractual obligations are complete.
Environmental Contingencies—We are subject to various environmental laws. We often conduct environmental investigations
at our manufacturing facilities in North America, Asia-Pacific, and Europe, and, to the extent practicable, on all new properties in order
to identify, as of the date of such investigation, potential areas of environmental concern related to past and present activities or from
nearby operations.
We have not accrued for loss contingencies relating to environmental matters because we believe that, although unfavorable
outcomes are possible, they are not considered by our management to be probable and reasonably estimable. If one or more of these
environmental matters are resolved in a manner adverse to us, the impact on our business, financial condition, results of operations and
cash flow could be material.
Indemnifications and Certain Employment-Related Contingencies—In the normal course of business, we have agreed to
indemnify certain parties with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from a
breach of representations, warranties or covenants, or intellectual property infringement or other claims made by third parties. These
agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have
entered into indemnification agreements with our directors and certain of our officers. It is not possible to determine the maximum
potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts
and circumstances involved in each particular agreement. We have not recorded any liability for costs related to contingent
indemnification obligations as of June 30, 2023.
F-33
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
On December 31, 2017, we and Deepak Chopra, our Chief Executive Officer, entered into an amendment to Mr. Chopra’s
employment agreement that, among other things, provides for a $13.5 million bonus payment to Mr. Chopra on or within 45 days of
January 1, 2024 contingent upon Mr. Chopra’s continued employment with us through that date, subject to accelerated payout terms in
the event of Mr. Chopra’s death or disability. The bonus is recorded in the financial statements over the remaining term of the
employment agreement and is included in accrued payroll and related expenses at June 30, 2023 and in other long-term liabilities at
June 30, 2022.
Legal Proceedings— In February 2023, we received a subpoena from the U.S. Department of Justice (“DoJ”) relating to a
former employee of an OSI Systems subsidiary. The DoJ is currently prosecuting the former employee for embezzlement and other
conduct occurring before he was hired by our subsidiary and while he was employed by another company in the United States and
Mexico. The subpoena requests documents and records relating to, among other things, the former employee and the Company’s
business dealings in Mexico since 2020. We are working in coordination with the DoJ to identify and produce the relevant documents
and records.
We are involved in various other claims and legal proceedings arising in the ordinary course of business. In our opinion after
consultation with legal counsel, the ultimate disposition of such proceedings is not likely to have a material adverse effect on our
business, financial condition, results of operations or cash flows. We have not accrued for loss contingencies relating to any non-ordinary
course matters because we believe that, although unfavorable outcomes in the proceedings are possible, they are not considered by
management to be probable and reasonably estimable. If one or more of these matters are resolved in a manner adverse to our company,
the impact on our business, financial condition, results of operations and cash flows could be material.
12. RELATED-PARTY TRANSACTIONS
In 1994, we, together with an unrelated company, formed ECIL-Rapiscan Security Products Limited, a joint venture organized
under the laws of India. We own a 36% interest in the joint venture, our Chairman and Chief Executive Officer owns a 10.5% interest,
and one of our Executive Vice Presidents owns a 4.5% ownership interest. Our initial investment in the joint venture was approximately
$0.1 million. For each of the years ended June 30, 2021, 2022 and 2023 our equity earnings in the joint venture were less than
$0.1 million. We, our Chairman and Chief Executive Officer and our Executive Vice President collectively control less than 50% of the
board of directors voting power in the joint venture. As a result, we account for the investment under the equity method of accounting.
The joint venture was formed for the purpose of the manufacture, assembly, service and testing of security and inspection systems and
other products. Some of our subsidiaries are suppliers to the joint venture partner, which in turn manufactures and sells the resulting
products. Sales to the joint venture partner for fiscal 2021, 2022 and 2023 were approximately $2.4 million, $2.3 million and
$6.9 million, respectively. Receivables from the joint venture were $0.6 million and $1.9 million as of June 30, 2022 and 2023,
respectively.
F-34
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
13. EMPLOYEE BENEFIT PLANS
Employee Retirement Savings Plans
We have various qualified employee retirement savings plans. Participants can contribute certain amounts to the plans and we
match a certain portion of employee contributions. We contributed approximately $6.7 million, $6.9 million and $7.2 million to the
plans for the fiscal years ended June 30, 2021, 2022 and 2023, respectively.
Deferred Compensation Plan
We have a deferred compensation plan, which meets the requirements for deferred compensation under Section 409A of the
Internal Revenue Code. The plan provides that selected employees are eligible to defer up to 80% of their salaries and up to 100% of
their bonuses. We may also make employer contributions to participant accounts in certain circumstances. The benefits under this plan
are unsecured. Participants are generally eligible to receive payment of their vested benefit at the end of their elected deferral period or
after termination of their employment for any reason or at a later date to comply with the restrictions of Section 409A. Discretionary
company contributions and the related earnings are subject to a vesting schedule dependent upon years of service to us and, also, vest
completely upon the participant’s disability or death while employed by us or immediately prior to a change of control. We made
contributions of $0.5 million, $0.5 million and $0.6 million for fiscal year 2021, 2022 and 2023, respectively. As of June 30, 2023, we
held assets of $36.8 million and liabilities of $33.6 million related to this plan. Assets related to this plan are included in other assets
and liabilities related to this plan are included in other long-term liabilities in the consolidated balance sheets. The plan liabilities include
accrued employer contributions not yet funded to the plan.
Employee Pension Plans
We sponsor a number of qualified and nonqualified pension plans for our employees at certain locations. In accordance with
accounting standards for employee pension and postretirement benefits, we fully recognize the overfunded or underfunded status of
each of our defined benefit plans as an asset or liability in the consolidated balance sheets. The asset or liability equals the difference
between the fair value of the plans’ assets and their benefit obligations. The liabilities associated with underfunded plans are classified
as noncurrent, except to the extent the fair value of the plans’ assets is less than the plans’ estimated benefit payments over the next
12 months. We measure our pension and postretirement benefit plans’ assets and benefit obligations as of June 30.
F-35
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
The following provides a reconciliation of the changes in the plans’ benefit obligations and fair value of assets for fiscal years
2022 and 2023, and a statement of the funded status as of June 30, 2022 and 2023 (in thousands):
Change in Benefit Obligation
Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in Plan Assets
Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Funded status and net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount recognized in consolidated balance sheets consists of:
2022
2023
$ 18,434 $ 18,464
149
624
—
(847)
(162)
18,228
(708)
464
1,345
(900)
(171)
18,464
7,010
(860)
(47)
(126)
5,977
5,977
243
413
(120)
6,513
$ (12,487) $ (11,715)
Net benefit asset (included in other current assets) . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of net pension liability (included in other current liabilities). . .
Net long term pension liability (included in other long-term liabilities) . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,275 $
(180)
(14,582)
4,609
3,264
(6,189)
(8,790)
2,365
One of our defined benefit pension plans is considered a nonqualified plan, therefore we have funded a separate rabbi trust
which comprises insurance company contracts with fair values of $11.9 million and $13.6 million as of June 30, 2022 and 2023,
respectively. These amounts are not included in the fair value of plan assets in the table above.
The following table provides the net periodic benefit costs for the fiscal years ended June 30, (in thousands):
2021
2022
2023
Net Periodic Benefit Costs
Interest costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..
Amortization of prior service costs . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
Recognized actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
Plan Assumptions
477
$
—
(242)
668
75
978
464 $
—
(279)
1,115
41
624
—
(340)
1,330
83
$ 1,341 $ 1,697
Weighted average assumptions at year-end:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.3 %
3.0 %
4.2 %
5.8 %
— % — %
2022 2023
The long-term return on assets has been derived from the weighted average of assumed returns on each of the major asset
categories. The weighted average is based on the actual proportion of each major asset class held, rather than a benchmark portfolio of
assets. The expected returns for each major asset class have been derived from a combination of both historical market returns and
current market data as well as the views of a range of investment managers. There is no assumed rate of compensation increase as most
of the plan participants are retirees or no longer employed by OSI.
F-36
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
Plan Assets and Investment Policy
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Combined . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85 %
14 %
1 %
100 %
Fiscal year ended
June 30, 2022
Proportion of
Fair Value
Expected Rate
of Return
Fiscal year ended
June 30, 2023
Proportion of Expected Rate
Fair Value
86 %
13 %
1 %
100 %
4.9 %
0.8 %
0.4 %
4.2 %
of Return
6.6 %
0.8 %
0.4 %
5.8 %
The defined benefit plans’ assets are invested in a range of pooled investment funds that provide access to a diverse range of
asset classes. The investment objective is to maximize the investment return over the long term without exposing the fund to an
unnecessary level of risk. Within this objective, it is recognized that benefits will be secured by the purchase of annuities at the time of
employee retirement.
The benchmark is to hold assets in both equity and debt securities. The proportion in each investment class is not mandated
and is allowed to fluctuate with market movements. The equity holdings are maintained in balanced funds under the control of investment
managers.
Day-to-day equities selection decisions are delegated to investment managers, although these are monitored against
performance and risk targets. Due to the nature of the pooled funds, there are no significant holdings in any single company (greater
than 5% of the total assets). The investment strategy is reviewed on a regular basis, based on the results of third-party liability studies.
Projected Benefit Payments
The following table reflects estimated benefits payments, based upon the same assumptions used to measure the benefit
obligation and net pension cost, as of June 30, 2023 (in thousands):
July 1, 2023 to June 30, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
July 1, 2024 to June 30, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July 1, 2025 to June 30, 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July 1, 2026 to June 30, 2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July 1, 2027 to June 30, 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July 1, 2028 to June 30, 2033 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension Benefits
6,189
1,525
2,284
2,301
2,317
3,537
Company Contribution
There were no company contributions for the fiscal year ended June 30, 2023.
F-37
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
14. SEGMENT INFORMATION
We have determined that we operate in three identifiable industry segments: (a) security and inspection systems (Security
division), (b) medical monitoring systems (Healthcare division) and (c) optoelectronic devices and manufacturing (Optoelectronics and
Manufacturing division). We also have a corporate segment (Corporate) that includes executive compensation and certain other general
and administrative expenses; expenses related to stock issuances and legal, audit and other professional service fees not allocated to
industry segments. Both the Security and Healthcare divisions comprise primarily end-product businesses whereas the Optoelectronics
and Manufacturing division primarily supplies components and subsystems to external OEM customers, as well as to the Security and
Healthcare divisions. Sales between divisions are at transfer prices that approximate market values. All other accounting policies of the
segments are the same as described in Note 1, Summary of Significant Accounting Policies.
The following tables present our results of operations and identifiable assets by industry segment (in thousands):
Fiscal 2021
Optoelectronics
and
Healthcare Manufacturing
Division
Division
Corporate Eliminations Consolidated
Security
Division
Revenues:
External customer revenue . . . . . . . . . . . . . . . . . . $ 633,340
—
Revenue between product segments . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 633,340
Income (loss) from operations . . . . . . . . . . . . . . . . . $ 85,515
Segments assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 798,192
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . $
3,290
Depreciation and amortization . . . . . . . . . . . . . . . . . $ 26,572
$ 212,315
—
$ 212,315
$ 31,563
$ 220,411
2,144
$
5,364
$
$
$
$
$
$
$
301,247
48,640
349,887
38,465
282,039
6,714
9,325
$
— $
—
—
— $ 1,146,902
(48,640)
—
$
(48,640) $ 1,146,902
115,371
$ (39,769) $
$ 121,293 $ (37,568) $ 1,384,367
15,760
$
43,855
$
3,612 $
2,594 $
— $
— $
(403) $
Fiscal 2022
Optoelectronics
and
Healthcare Manufacturing
Division
Division
Corporate Eliminations Consolidated
Security
Division
$
— $
—
—
— $ 1,183,236
(52,242)
—
(52,242) $ 1,183,236
$
$ (46,950) $
121,749
$
$ 104,834 $ (34,359) $ 1,443,150
14,921
$
38,679
$
2,580 $
1,696 $
— $
— $
189
Revenues:
External customer revenue . . . . . . . . . . . . . . . . . . $ 663,159
—
Revenue between product segments . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 663,159
Income (loss) from operations . . . . . . . . . . . . . . . . . $ 98,784
Segments assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 839,769
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . $
5,513
Depreciation and amortization . . . . . . . . . . . . . . . . . $ 22,970
$ 205,658
—
$ 205,658
$ 24,696
$ 231,423
2,295
$
5,915
$
$
$
$
$
$
$
314,419
52,242
366,661
45,030
301,483
4,533
8,098
F-38
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
Fiscal 2023
Optoelectronics
and
Healthcare Manufacturing
Division
Division
Corporate Eliminations Consolidated
Security
Division
Revenues:
External customer revenue . . . . . . . . . . . . . . . . . . $ 760,291
—
Revenue between product segments . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 760,291
Income (loss) from operations . . . . . . . . . . . . . . . . . $ 115,023
Segments assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 948,126
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . $
3,689
Depreciation and amortization . . . . . . . . . . . . . . . . . $ 23,504
$ 190,488
—
$ 190,488
$ 11,365
$ 245,856
2,726
$
5,757
$
$
$
$
$
$
$
327,648
59,783
387,431
46,680
310,930
7,390
7,582
$
(59,783)
— $ 1,278,427
— $
—
—
— $ (59,783) $ 1,278,427
$
$ (39,075) $
135,279
1,286
$ 94,678 $ (43,904) $ 1,555,686
15,811
$ 1,968 $
38,513
$ 1,670 $
38
$
— $
$
The following tables present the revenues and identifiable assets by geographical area (in thousands):
External
revenues
Intersegment
revenues
Fiscal 2021
Total
Consolidated
Long-lived
tangible assets
Long-lived
assets
Geographic region:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Americas. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Americas . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Europe, Middle East and Africa . . . . . . . . .
Total EMEA . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia-Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eliminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
589,579
10,583
66,732
666,894
221,423
29,879
251,302
228,706
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,146,902
$
$
17,498
—
—
17,498
874
—
874
30,268
(48,640)
607,077 $
10,583
66,732
684,392
222,297
29,879
252,176
258,974
(48,640)
$
— $ 1,146,902 $
126,100
2,379
8,055
136,534
25,183
8,389
33,572
29,346
—
199,452
$
$
493,423
2,379
29,960
525,762
80,348
8,389
88,737
32,865
—
647,364
External
revenues
Intersegment
revenues
Fiscal 2022
Total
Consolidated
Long-lived
tangible assets
Long-lived
assets
Geographic region:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Americas. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Americas . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Europe, Middle East and Africa . . . . . . . . .
Total EMEA . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia-Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eliminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
569,601
8,109
47,737
625,447
276,658
52,952
329,610
228,179
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,183,236
$
$
16,322
—
—
16,322
2,887
—
2,887
33,002
(52,211)
585,923 $
8,109
47,737
641,769
279,545
52,952
332,497
261,181
(52,211)
$
— $ 1,183,236 $
117,622
261
8,091
125,974
27,749
4,837
32,586
20,589
—
179,149
$
$
514,489
261
27,676
542,426
80,758
6,776
87,534
23,916
—
653,876
F-39
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FOR THE THREE YEARS ENDED JUNE 30, 2023
External
revenues
Intersegment
revenues
Fiscal 2023
Total
Consolidated
Long-lived
tangible assets
Long-lived
Assets
Geographic region:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Americas. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Americas . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Europe, Middle East and Africa . . . . . . . . .
Total EMEA . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia-Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eliminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
653,127
23,467
63,416
740,010
280,268
44,498
324,766
213,651
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,278,427
$
$
17,461
—
—
17,461
5,835
—
5,835
36,487
(59,783)
670,588 $
23,467
63,416
757,471
286,103
44,498
330,601
250,138
(59,783)
$
— $ 1,278,427 $
126,388
609
8,050
135,047
27,952
4,233
32,185
21,478
—
188,710
$
$
534,417
609
25,844
560,870
87,289
6,198
93,487
24,715
—
679,072
Pursuant to ASC 280 Segment Reporting, external revenues are attributed to individual countries based upon the location of
our selling entity.
* * * * * *
F-40
SUPPLEMENTARY DATA
UNAUDITED QUARTERLY RESULTS
The following tables present unaudited quarterly financial information for the four quarters in the fiscal years ended June 30,
2022 and 2023 (in thousands, except per share data):
Quarter Ended
September 30, December 31, March 31,
2021
2021
2022
June 30,
2022
Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Costs of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
279,257
179,927
99,330
Operating expenses:
(Unaudited)
$ 276,681 $ 290,477
187,619
102,858
176,908
99,773
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment, restructuring and other charges, net . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
57,323
14,817
2,510
74,650
24,680
(2,016)
—
22,664
(3,612)
19,052
1.06
1.04
57,813
54,879
15,150
14,977
1,469
831
74,432
70,687
28,426
29,086
(2,301)
(2,217)
27,373
—
53,498
26,869
(7,072)
(10,763)
19,797 $ 42,735
2.45
2.41
1.11 $
1.09 $
$
$
$
$ 336,821
214,355
122,466
65,538
14,639
2,732
82,909
39,557
(2,428)
—
37,129
(3,366)
$ 33,763
1.99
$
1.94
$
Quarter Ended
September 30, December 31, March 31,
2022
2022
2023
June 30,
2023
Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Costs of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
268,071
180,574
87,497
Operating expenses:
(Unaudited)
$ 295,597 $ 302,889
199,103
103,786
199,390
96,207
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment, restructuring and other charges, net . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
53,438
14,540
1,219
69,197
18,300
(3,432)
—
14,868
(3,633)
11,235
0.66
0.65
54,003
53,707
14,456
14,852
2,257
890
70,716
69,449
25,491
34,337
(5,180)
(5,727)
—
—
20,311
28,610
(6,802)
(3,957)
16,354 $ 21,808
1.30
1.27
0.97 $
0.96 $
$
$
$
$ 411,870
268,850
143,020
67,165
15,504
3,200
85,869
57,151
(5,702)
—
51,449
(9,068)
$ 42,381
2.53
$
2.46
$
F-41
INDEX TO EXHIBITS
No.
EXHIBIT DESCRIPTION
Certificate of Incorporation of OSI Systems, Inc. (1)
Amended and Restated Bylaws of OSI Systems, Inc. (19)
Form of Common Stock Certificate (1)
3.1
3.2
4.1
4.2
4.3
4.4*
10.1†
10.2†
10.3†
10.4†
10.5†
10.6
10.7†
10.8†
10.9†
10.10†
10.11†
10.12†
10.13†
10.14†
10.15†
10.16†
10.17†
10.18†
10.19†
Indenture (including the form of Note) related to the 1.25% Convertible Senior Notes due 2022, dated as of February 22, 2017, between OSI
Systems, Inc. and Branch Banking and Trust Company, as trustee (13)
Form of 1.25% Convertible Senior Note due 2022 (included in Exhibit 4.2) (13)
Description of Capital Stock
Amended and Restated OSI Systems, Inc. Deferred Compensation Plan (2)
OSI Systems, Inc. Nonqualified Defined Benefit Plan (3)
Amended and Restated OSI Systems, Inc. 2008 Employee Stock Purchase Plan (4)
First Amendment to Amended and Restated OSI Systems, Inc. 2008 Employee Stock Purchase Plan (14)
Form of Indemnification Agreement for Directors and Executive Officers of OSI Systems, Inc. (5)
Eighth Amendment to Credit Agreement dated August 11, 2022 between Wells Fargo Bank, N.A. and OSI Systems, Inc. (18)
Employment Agreement effective as of January 1, 2012 between Deepak Chopra and OSI Systems, Inc. (6)
Amendment to Employment Agreement effective as of July 1, 2015 between Deepak Chopra and OSI Systems, Inc. (11)
Second Amendment to Employment Agreement effective as of December 31, 2017 by and between Deepak Chopra and OSI Systems, Inc. (7)
Employment Agreement effective as of January 1, 2012 between Alan Edrick and OSI Systems, Inc. (6)
Amendment to Employment Agreement effective as of July 1, 2015 between Alan Edrick and OSI Systems, Inc. (11)
Employment Agreement effective as of January 1, 2012 between Ajay Mehra and OSI Systems, Inc. (6)
Amendment to Employment Agreement effective as of May 1, 2015 between Ajay Mehra and OSI Systems, Inc. (12)
Second Amendment to Employment Agreement effective April 29, 2019 between Ajay Mehra and OSI Systems, Inc. (15)
Employment Agreement effective as of January 1, 2012 between Victor Sze and OSI Systems, Inc. (6)
Amendment to Employment Agreement effective as of July 1, 2015 between Victor Sze and OSI Systems, Inc. (11)
Second Amendment to Employment Agreement effective April 29, 2019 between Victor Sze and OSI Systems, Inc. (15)
Employment Agreement effective as of January 1, 2012 between Manoocher Mansouri and OSI Systems, Inc. (6)
Amended and Restated Retirement Benefit Award Agreement effective as of December 31, 2017 by and between Deepak Chopra and OSI
Systems, Inc. (7)
10.20†
First Amendment to Amended and Restated Retirement Benefit Award Agreement effective as of June 19, 2020 by and between Deepak Chopra and
OSI Systems, Inc. (16)
10.21†
Second Amendment to Amended and Restated Retirement Benefit Award Agreement effective as of August 19, 2020 by and between Deepak Chopra
and OSI Systems, Inc. (16)
10.22†
Third Amendment to Amended and Restated Retirement Benefit Award Agreement effective as of October 27, 2021 by and between Deepak Chopra
10.23†
10.24†
10.25†
10.26†
14.1
21.1*
23.1*
23.2*
24.1*
31.1*
31.2*
32.1*
32.2*
101.1
and OSI Systems, Inc. (17)
Amended and Restated OSI Systems, Inc. 2012 Incentive Award Plan (8)
Form of Restricted Stock Award Agreement (9)
Form of Restricted Stock Unit Award Agreement (9)
Form of Stock Option Agreement (9)
OSI Systems, Inc. Code of Ethics and Conduct effective May 23, 2016 (10)
Subsidiaries of the Company
Consent of Independent Registered Public Accounting Firm
Consent of Independent Registered Public Accounting Firm
Power of Attorney (included on the signature page of this Form 10-K)
Certification Pursuant to Section 302
Certification Pursuant to Section 302
Certification Pursuant to Section 906
Certification Pursuant to Section 906
The following financial information from the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2023 formatted in XBRL
(eXtensible Business Reporting Language) as follows:
(i) the consolidated balance sheets
(ii) the consolidated statements of operations
(iii) the consolidated statements of comprehensive income
(iv) the consolidated statements of stockholders’ equity
(v) the consolidated statements of cash flows
No.
EXHIBIT DESCRIPTION
(vi) the notes to the consolidated financial statements, tagged in summary and detail
104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
*
†
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Filed herewith
Denotes a management contract or compensatory plan or arrangement.
Previously filed with our Current Report on Form 8-K filed on March 8, 2010.
Previously filed with our Quarterly Report on Form 10-Q filed on May 2, 2014.
Previously filed with our Current Report on Form 8-K filed on October 10, 2008.
Previously filed with our Quarterly Report on Form 10-Q filed on October 24, 2014.
Previously filed with our Annual Report on Form 10-K filed on August 27, 2010.
Previously filed with our Current Report on Form 8-K filed on April 6, 2012.
Previously filed with our Current Report on Form 8-K filed on January 5, 2018.
Previously filed with our Proxy Statement on Schedule 14A filed on October 21, 2020.
Previously filed with our Registration Statement on Form S-8 filed on August 16, 2013.
(10)
Previously filed with our Current Report on Form 8-K filed on May 23, 2016.
(11)
Previously filed with our Quarterly Report on Form 10-Q filed on January 28, 2016.
(12)
Previously filed with our Quarterly Report on Form 10-Q filed on October 30, 2015.
(13)
Previously filed with our Current Report on Form 8-K filed on February 22, 2017.
(14)
Previously filed with our Proxy Statement on Schedule 14A filed on October 21, 2016.
(15)
Previously filed with our Quarterly Report on Form 10-Q filed on May 2, 2019.
(16)
Previously filed with our Annual Report on Form 10-K filed on August 21, 2020.
(17)
Previously filed with our Quarterly Report on Form 10-Q filed on October 29, 2021.
(18)
Previously filed with our Annual Report on Form 10-K filed on August 19, 2022.
(19)
Previously filed with our Quarterly Report on Form 10-Q filed on January 27, 2023.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: August 29, 2023
OSI SYSTEMS, INC.
(Registrant)
By:
/s/ ALAN EDRICK
Alan Edrick,
Executive Vice President & Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and
appoint Deepak Chopra, Alan Edrick and Victor Sze, and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all
amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable
OSI Systems, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the
Securities and Exchange Commission in connection therewith, hereby ratifying and confirming our signatures as they may be signed by
our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ DEEPAK CHOPRA
Deepak Chopra
Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
/s/ ALAN EDRICK
Alan Edrick
Executive Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer)
/s/ WILLIAM F. BALLHAUS, JR.
William F. Ballhaus, Jr.
/s/ GERALD CHIZEVER
Gerald Chizever
/s/ JAMES B. HAWKINS
James B. Hawkins
/s/ MEYER LUSKIN
Meyer Luskin
/s/ KELLI BERNARD
Kelli Bernard
Director
Director
Director
Director
Director
August 29, 2023
August 29, 2023
August 29, 2023
August 29, 2023
August 29, 2023
August 29, 2023
August 29, 2023
II-2
CORPORATE INFORMATION
BOARD OF DIRECTORS
Deepak Chopra
President, Chief Executive Officer and
Chairman of the Board
William F. Ballhaus, Jr.
Director
Kelli Bernard
Director
Gerald Chizever
Director
James B. Hawkins
Director
Meyer Luskin
Director
EXECUTIVE OFFICERS
Deepak Chopra
President, Chief Executive Officer and
Chairman of the Board
Alan Edrick
Executive Vice President and
Chief Financial Officer
Ajay Mehra
Executive Vice President and President,
Cargo Scanning and Solutions
Victor Sze
Executive Vice President and
General Counsel
Manoocher Mansouri
President, OSI Optoelectronics and
Manufacturing Division
Shalabh Chandra
President, Healthcare Division
Paul Morben
President, OSI Electronics
Glenn Grindstaff
Senior Vice President and
Chief Human Resources Officer
Independent Auditors
Grant Thornton LLP
Los Angeles, California
Transfer Agent
Broadridge Corporate Issuer Solutions, Inc.
Ardmore, PA
Annual Meeting
The Annual Meeting of Stockholders will be held at 10:00 a.m.
Tuesday, December 12, 2023 at
12525 Chadron Avenue
Hawthorne, CA 90250
Safe Harbor Statement
This Annual Report contains forward-looking statements
within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements
relate to the Company’s current expectations, beliefs, and
projections concerning matters that are not historical
facts. Forward-looking statements are not guarantees
of future performance and involve uncertainties, risks,
assumptions, and contingencies, many of which are outside
the Company’s control and which may cause actual results
to differ materially from those described in or implied by
any forward-looking statement. Undue reliance should not
be placed on forward-looking statements, which are based
on currently available information and speak only as of
the date on which they are made. The Company assumes
no obligation to update any forward-looking statement
made in this Annual Report that becomes untrue because
of subsequent events, new information, or otherwise,
except to the extent it is required to do so in connection
with its ongoing requirements under Federal securities
laws. For a further discussion of factors that could cause
the Company’s future results to differ materially from any
forward-looking statements, see the section entitled “Risk
Factors” in the Company’s Form 10-K for the year ended June
30, 2023 and other risks described therein and in documents
subsequently filed by the Company from time to time with
the Securities and Exchange Commission.
t
e
n
.
t
o
v
i
p
g
b
w
w
w
/
i
.
i
s
r
e
n
t
r
a
P
t
o
v
i
P
g
B
y
b
n
g
s
e
D
t
r
o
p
e
R
i
l
a
u
n
n
A
1252 5 Chadro n Avenue
Hawth orne, Cali fornia 90250
w w w. osi -sy st ems. com
O
S
I
S
Y
S
T
E
M
S
,
I
N
C
.
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
3