Form 10-Q OSI SYSTEMS INC For: Dec 31

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM�10-Q

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(Mark One)

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x����� QUARTERLY REPORT PURSUANT TO SECTION�13 OR 15(d)�OF THE SECURITIES EXCHANGE ACT OF 1934

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For the quarterly period ended December�31, 2014

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OR

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o�������� TRANSITION REPORT PURSUANT TO SECTION�13 OR 15(d)�OF THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from ������������ to ������������

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Commission File Number 000-23125

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OSI SYSTEMS,�INC.

(Exact name of registrant as specified in its charter)

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12525 Chadron Avenue

Hawthorne, California 90250

(Address of principal executive offices) (Zip Code)

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(310) 978-0516

(Registrant�s telephone number, including area code)

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N/A

(Former name, former address and former fiscal year, if changed since last report)

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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�x�No�o

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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).�Yes�x�No�o

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of �large accelerated filer,� �accelerated filer� and �smaller reporting company� in Rule�12b-2 of the Exchange Act.

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Indicate by check mark whether the registrant is a shell company (as defined in Rule�12b-2 of the Exchange Act).�Yes�o�No�x

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As of January�26, 2015, there were 19,804,943 shares of the registrant�s common stock outstanding.

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OSI SYSTEMS,�INC.

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INDEX

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PART�I. FINANCIAL INFORMATION

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ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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OSI SYSTEMS,�INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share amounts)

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See accompanying notes to condensed consolidated financial statements.

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OSI SYSTEMS,�INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

(Unaudited)

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See accompanying notes to condensed consolidated financial statements.

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OSI SYSTEMS,�INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(amounts in thousands)

(Unaudited)

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See accompanying notes to condensed consolidated financial statements.

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OSI SYSTEMS,�INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(Unaudited)

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See accompanying notes to condensed consolidated financial statements.

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OSI SYSTEMS,�INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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1. Basis of Presentation

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Description of Business

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OSI Systems,�Inc., together with its subsidiaries (the �Company�), is a vertically integrated designer and manufacturer of specialized electronic systems and components for critical applications. The Company sells its products and provides related services in diversified markets, including homeland security, healthcare, defense and aerospace.

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The Company has three reporting segments: (i)�Security, providing security inspection systems, turnkey security screening solutions and related services; (ii)�Healthcare, providing patient monitoring, cardiology and anesthesia systems, and related services and (iii)�Optoelectronics and Manufacturing, providing specialized electronic components and electronic manufacturing services for the Security and Healthcare divisions as well as to external original equipment manufacturing clients for applications in the defense, aerospace, medical and industrial markets, among others.

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Through its Security division, the Company provides security screening, threat detection and non-intrusive inspection products and related services globally. These products fall into the following categories: baggage and parcel inspection systems; cargo and vehicle inspection systems; hold (checked) baggage screening systems; people screening; radiation detection; and trace detection. In addition to these products, the Company provides site design, installation, training and technical support services to its customers. The Company also provides turnkey security screening solutions, which can include the construction, staffing and long-term operation of security screening checkpoints for its customers.

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Through its Healthcare division, the Company designs, manufactures, markets and services patient monitoring, cardiology and anesthesia delivery and ventilation systems, and related supplies and accessories worldwide. These products are used by care providers in critical care, emergency and perioperative areas within hospitals as well as physicians� offices, medical clinics and ambulatory surgery centers amongst others.

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Through its Optoelectronics and Manufacturing division, the Company designs, manufactures and markets optoelectronic devices and provides electronics manufacturing services worldwide for use in a broad range of applications, including aerospace and defense electronics, security and inspection systems, medical imaging and diagnostic products, telecommunications, computer peripherals, industrial automation systems, automotive diagnostic systems, gaming systems and consumer products. This division provides products and services to original equipment manufacturers and end users as well as to the Company�s own Security and Healthcare divisions.

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Basis of Presentation

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The condensed consolidated financial statements include the accounts of OSI Systems,�Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to interim financial reporting guidelines. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules�and regulations. In the opinion of the Company�s management, the condensed consolidated financial statements include all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the periods presented. These condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company�s Annual Report on Form�10-K for the fiscal year ended June�30, 2014. The results of operations for the three and six months ended December�31, 2014 are not necessarily indicative of the operating results to be expected for the full 2015 fiscal year or any future periods.

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Use of Estimates

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The preparation of financial statements in conformity with U.S.�GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and costs of sales during the reporting period. The most significant of these estimates and assumptions for the Company relate to contract revenue, profit and loss recognition, fair values of assets acquired and liabilities assumed in business combinations, market values for inventories reported at lower of cost or market, stock-based employee compensation expense, income taxes, accrued product warranty costs, 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. Actual amounts will differ from these estimates and could differ materially.

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Per Share Computations

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The Company computes basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. The Company computes diluted earnings per share by dividing net income available to common stockholders by the sum of the weighted average number of common and dilutive potential common shares outstanding. Potential common shares consist of the shares issuable upon the exercise of stock options and restricted stock or unit awards under the treasury stock method.� During the three and six months ended December�31, 2013 and 2014, the number of stock options and stock awards or units excluded from the calculations because they were antidilutive was de minimis.

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The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

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Reclassifications

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Certain reclassifications have been made to prior year amounts within the condensed consolidated balance sheet and condensed consolidated statement of cash flows to conform to the current year�s presentation.

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Cash Equivalents

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The Company considers all highly liquid investments purchased with maturities of approximately three months or less as of the acquisition date to be cash equivalents.

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Fair Value of Financial Instruments

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The Company�s financial instruments consist primarily of cash, marketable securities, derivative instruments, accounts receivable, accounts payable and debt instruments. The carrying values of financial instruments, other than long-term debt instruments, are representative of their fair values due to their short-term maturities. The carrying values of the Company�s 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 offered to the Company.

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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. �Level 1� category includes assets and liabilities at the quoted prices in active markets for identical assets and liabilities.� �Level 2� category includes assets and liabilities from observable inputs other than quoted market prices. �Level 3� category includes assets and liabilities whose valuation techniques are unobservable and significant to the fair value measurement.� There were no assets or liabilities where �Level 3� valuation techniques were used, and there were no assets and liabilities measured at fair value on a non-recurring basis.

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The following is a summary of the inputs used in valuing investments carried at fair value (in thousands):

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Derivative Instruments and Hedging Activity

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The Company�s use of derivatives consists of an interest rate swap agreement.� The interest rate swap agreement was entered into to improve the predictability of cash flows from interest payments related to variable, LIBOR-based debt for the duration of the term loan.� The interest rate swap matures in October�2019.� The interest rate swap is considered an effective cash flow hedge, and, as a result, the net gains or losses on such instrument were reported as a component of Other comprehensive income in the condensed consolidated financial statements and are reclassified as net income when the hedge transaction settles.

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Revenue Recognition

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The Company recognizes revenue from sales of products upon shipment when title and risk of loss passes, and when terms are fixed and collection is probable. Revenue from services includes after-market services, installation and implementation of products, and turnkey security screening services. The portion of revenue for the sale attributable to installation is deferred and recognized when the installation service is provided. In an instance where terms of sale include subjective customer acceptance criteria, revenue is deferred until the Company has achieved the acceptance criteria. Concurrent with the shipment of the product, the Company accrues estimated product return reserves and warranty expenses. Critical judgments made by management related to revenue recognition include the determination of 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 recognized. Critical judgments also include estimates of warranty reserves, which are established based on historical experience and knowledge of the product under warranty.

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Revenue from turnkey services agreements is included in revenue from services. In certain agreements, revenue is recognized based upon proportional performance, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. The impact of changes in the estimated hours to service the agreement is reflected in the period during which the change becomes known. Deferred revenue for such agreements arises when payments from customers are received in advance of revenue recognition.

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Revenues from out of warranty service maintenance contracts are recognized ratably over the term of such contract. For services not derived from specific maintenance contracts, revenues are recognized as the services are performed. Deferred revenue for such services arises from payments received from customers for services not yet performed. On occasion, the Company receives advances from customers that are amortized against future customer payments pursuant to the underlying agreements. Such advances are classified in the condensed consolidated balance sheets as either a current or long term liability dependent upon when the Company estimates the corresponding amortization to occur.

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Business Combinations

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During the normal course of business the Company makes acquisitions.� In the event that an individual acquisition (or an aggregate of acquisitions) is material, appropriate disclosure of such acquisition activity is provided.� During the six months ended December�31, 2014, the Company completed acquisitions that were not material both individually and in aggregate.

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Recent Accounting Updates Not Yet Adopted

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In May�2014, the Financial Accounting Standards Board issued an accounting standards update amending revenue recognition requirements for multiple deliverable revenue arrangements. This update provides guidance on how revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. This determination is made in five steps: (i)�identify the contract with the customer; (ii)�identify the performance obligations in the contract; (iii)�determine the transaction price; (iv)�allocate the transaction price to the performance obligations in the contract; and (v)�recognize revenue when (or as) the entity satisfies a performance obligation. The update is effective for annual reporting periods after December�15, 2016 and for interim reporting periods within that reporting period. Early adoption is not permitted. The Company has not yet adopted this update and is currently evaluating the impact it may have on its financial condition and results of operations.

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2. Balance Sheet Details

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The following tables provide details of selected balance sheet accounts (in thousands):

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Depreciation expense was approximately $12.3 million and $13.3 million for the three months ended December�31, 2013 and 2014, respectively, and approximately $23.8 million and $30.2 million for the six months ended December�31, 2013 and 2014, respectively.

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3. Goodwill and Intangible Assets

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The changes in the carrying value of goodwill for the six month period ended December�31, 2014 are as follows (in thousands):

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Intangible assets consisted of the following (in thousands):

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Amortization expense related to intangibles assets was $1.2 million and $1.1 million for the three months ended December�31, 2013 and 2014, respectively. For the six months ended December�31, 2013 and 2014, amortization expense was $2.6 million and $1.9 million, respectively. At December�31, 2014, the estimated future amortization expense was as follows (in thousands):

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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. For the three months ended December�31, 2013 and 2014, $0.5 million and $0.8 million were capitalized, respectively.� During the six months ended December�31, 2013 and 2014, the Company capitalized software development costs in the amount of $1.8 million and $1.4 million, respectively.

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4. Borrowings

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The Company has a $450�million credit agreement maturing in May�2019.� The credit agreement consists of a $450�million revolving credit facility, including a $375�million sub-limit for letters of credit. The Company has the ability to increase the facility by $200�million under certain circumstances. �Borrowings under this facility bear interest at the London Interbank Offered Rate (�LIBOR�) plus a margin of 1.25% as of December�31, 2014.� This margin is determined by the Company�s consolidated leverage ratio and may range from 1.25% to 2.0%. Letters of credit reduce the amount available to borrow by their face value.� As of December�31, 2014, the unused portion of the facility bears a commitment fee of 0.20%, but can range from 0.20% to 0.35% based on the Company�s consolidated leverage ratio. The Company�s borrowings under the credit agreement are guaranteed by the Company�s U.S.-based subsidiaries and are secured by substantially all of the Company�s and certain subsidiaries� assets. The agreement contains various representations, warranties, affirmative, negative and financial covenants, and conditions of default customary for financing agreements of this type. As of December�31, 2014, there was $23.0 million outstanding under the revolving credit facility and $90.7 million outstanding under the letters-of-credit sub-facility.

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Several of the Company�s foreign subsidiaries maintain bank lines-of- credit, denominated in local currencies and US dollars, to meet short-term working capital requirements and for the issuance of letters-of-credit. As of December�31, 2014, $8.0 million was outstanding under these letter-of-credit facilities, while no debt was outstanding. As of December�31 2014, the total amount available under these credit facilities was $27.3 million, with a total cash borrowing sub-limit of $1.6 million.

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In September�2012, the Company entered into a term loan agreement for $11.1 million to fund the acquisition of land and a building in the state of Washington.� The loan, which bears interest at LIBOR plus 1.25%, is payable on a monthly basis over seven years.� Concurrent with entering into the floating rate loan, the Company entered into an interest rate swap agreement that effectively locks the interest rate of the loan to 2.2% per annum for the term of the loan.

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Long-term debt consisted of the following (in thousands):

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5. Stock-based Compensation

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As of December�31, 2014, the Company maintained two share-based employee compensation plans (the �OSI Plans�): the 2012 Incentive Award Plan (�2012 Plan�) and the Amended and Restated 2006 Equity Participation Plan (�2006 Plan�). Upon stockholder approval of the 2012 Plan, the Company ceased to make grants under the 2006 Plan.

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The Company recorded stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands):

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As of December�31, 2014, total unrecognized compensation cost related to share-based compensation grants were estimated at $1.2 million for stock options and $24.4 million for restricted stock and restricted stock units (�RSUs�) under the OSI Plans.� The Company expects to recognize these costs over a weighted-average period of 1.9 years with respect to the options and 1.8 years for grants of restricted stock and RSUs.

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The following summarizes stock option activity during the six months ended December�31, 2014:

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The following summarizes restricted stock and RSU award activity during the six months ended December�31, 2014:

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As of December�31, 2014, there were 2,979,007 shares available for grant under the 2012 Plan.� Under the terms of that plan, restricted stock and RSUs granted from the pool of shares available for grant on or after December�12, 2012 reduce the pool by 1.87 shares for each share granted.� Restricted stock and RSUs forfeited and returned to the pool of shares available for grant increase the pool by 1.87 shares for each share forfeited.

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The Company granted 160,922 and 151,469 performance-based RSUs during the six months ended December�31, 2013 and 2014, respectively. These performance-based restricted stock awards are contingent on the achievement of certain financial performance metrics. The payout can range from zero to 250% of the original number of shares or units awarded, which are converted into shares of the Company�s common stock.

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6. Retirement Benefit Plans

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The Company sponsors various retirement benefit plans including qualified and nonqualified defined benefit pension plans for its employees. The components of net periodic pension expense are as follows (in thousands):

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For the three months ended December�31, 2013, the Company made contributions of $0.8 million to these defined benefit plans; while no contributions were made during the three months ended December�31, 2014. For the six months ended December�31, 2013 and 2014, the Company made contributions of $0.9 million and $1.0 million, respectively, to these defined benefit plans.

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In addition, the Company maintains various defined contribution plans. For the three months ended December�31, 2013 and 2014, the Company made contributions of $1.0 and $1.1 million, respectively, to these defined contribution plans. For the six months ended December�31, 2013 and 2014, the Company made contributions of $2.0 million and $2.2 million, respectively, to these defined contribution plans.

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7. Commitments and Contingencies

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Contingent Acquisition Obligations

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Under the terms and conditions of the purchase agreements associated with certain acquisitions, the Company may be obligated to make additional payments based on the achievement by the acquired operations of certain sales or profitability milestones. The maximum amount of such future payments under arrangements with contingent consideration caps is $57 million as of December�31, 2014. In addition, one of the purchase agreements the Company entered into requires royalty payments through 2022 based on the license of, or sales of products containing the technology of CXR Limited, a company acquired in 2004. For acquisitions that occurred prior to fiscal year 2010, the Company accounts for such contingent payments as an addition to the purchase price of the acquired business. Otherwise, the estimated fair value of these obligations is recorded as a liability at the time of the acquisition in the condensed consolidated balance sheets with subsequent revisions reflected in the condensed consolidated statements of operations. As of June�30, 2014 and December�31, 2014, $23.2 million and $23.7 million of contingent payment obligations, respectively, are included in Other long-term liabilities in the accompanying condensed consolidated balance sheets.

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Advances from Customers

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The Company receives advances from customers associated with certain projects.� In fiscal�2012, the Company entered into an agreement with the Mexican government to provide a turnkey security screening solution along the country�s borders, and in its ports and airports.� Associated with the agreement, the Company was provided an advance totaling $100 million that is scheduled to become fully amortized in fiscal 2017.� As of December�31, 2014, $62.5 million of this advance remains outstanding.

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Environmental Contingencies

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The Company is subject to various environmental laws. The Company�s practice is to conduct appropriate environmental investigations at its 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 report, potential areas of environmental concern related to past and present activities or from nearby operations. In certain cases, the Company has conducted further environmental assessments consisting of soil and groundwater testing and other investigations deemed appropriate by independent environmental consultants.

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During one investigation at the Company�s Hawthorne, California facility, the Company discovered soil and groundwater contamination that it believes was the result of unspecified on- and off-site releases occurring prior to the Company�s occupancy. Historical usage of this site includes semiconductor and electronics manufacturing, dating back to the mid-1960s, as well as possible aircraft and related manufacturing dating to the early 1940s. Similar operations, including chemical manufacturing and storage, were conducted at neighboring sites throughout that period and into the 1990s. It is not presently known when the releases occurred or by whom they were caused, though Company records, in conjunction with data obtained from soil and groundwater surveys, support the Company�s assertion that these releases are historical in nature. Further, the groundwater contamination is a known regional issue, not limited to the Company�s premises or its immediate surroundings. The Company has filed all requisite reports with the appropriate environmental authorities and continues to cooperate with the local governing agency to develop a complete and accurate characterization of this site.� Recent actions during fiscal years 2014 and 2015 include the installation of groundwater monitoring wells and the implementation of a groundwater monitoring program, focused soils investigations, and indoor vapor intrusion surveys, per regulatory requirements.� Results from these studies are being evaluated to determine the extent of the on-site releases and whether any soils remediation will be required. Periodic groundwater monitoring is expected to continue until such time as the governing authority requests further action.

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The Company has not accrued for loss contingencies relating to the Hawthorne facility or any other environmental matters because it believes that, although unfavorable outcomes may be possible, they are not considered by the Company�s management to be probable and reasonably estimable. If one or more of environmental matters are resolved in a manner adverse to the Company, the impact on the Company�s business, financial condition, results of operations, financial position and/or liquidity could be material.

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Indemnifications

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In the normal course of business, the Company has agreed to indemnify certain parties with respect to certain matters. The Company has agreed to hold certain parties harmless against losses arising from a breach of representations, warranties or covenants, or out of 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, the Company has entered into indemnification agreements with its directors and certain of its 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. The Company has not recorded any liability for costs related to indemnification as of December�31, 2014.

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Product Warranties

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The Company offers its customers warranties on many of the products that it sells. 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, the Company records a provision for estimated warranty expenses with a corresponding increase in cost of goods sold. The Company periodically adjusts this provision based on historical experience and anticipated expenses. The Company charges actual expenses of repairs under warranty, including parts and labor, to this provision when incurred.

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The following table presents changes in warranty provisions (in thousands):

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Legal Proceedings

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On December�12, 2013, a putative class action complaint was filed against the Company and certain of its officers in the United States District Court for the Central District of California (�Court�) captioned Roberti v. OSI Systems,�Inc., et al., Case No.�2:13-cv-09174-MWF-VBK (the �Securities Class�Action�). The Amended Complaint, filed on May�20, 2014, alleges that the Company and the individual defendants violated the Securities Exchange Act of 1934 by misrepresenting or failing to disclose facts concerning the status of Rapiscan�s efforts to develop Automated Threat Recognition software and the alleged use of unapproved parts in its baggage scanning systems in violation of its contract with the U.S. Transportation Security Administration (TSA). The Amended Complaint also asserts that the individual defendants allegedly sold stock based on material non-public information. Plaintiff demands a jury trial and seeks class certification, unspecified damages, an award of pre-judgment and post-judgment interest, attorneys� and experts� fees, costs, and other unspecified relief.

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On April�15, 2014, a shareholder derivative complaint was filed in the Court purportedly on behalf of the Company against the members of the Company�s Board of Directors (as individual defendants), captioned Hagan v. Chopra, et al., Case No.�2:14-cv-02910-ODW-PJW (the �Hagan Derivative Action�). The complaint generally asserts the same factual allegations as those at issue in the related Securities Class�Action and purports to allege claims for breach of fiduciary duties and unjust enrichment against the individual defendants on behalf of the Company. The complaint seeks unspecified damages, restitution, injunctive relief, attorneys� and experts� fees, costs, expenses, and other unspecified relief.

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On December�29, 2014, a second shareholder derivative complaint was filed in the Court against the members of the Company�s Board of Directors, captioned City of Irving Benefit Plan, Derivatively on Behalf of OSI Systems,�Inc. v. Deepak Chopra, et al., Case No.�2:14-cv-09869 (the �Irving Derivative Action� and, together with the Hagan Derivative Action, the �Derivative Actions�), which generally makes the same factual allegations as those contained in the Securities Class�Action and Hagan Derivative Action.

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While the Company believes that the Securities Class�Action and the Derivative Actions are without merit and intends to defend the litigation vigorously, it expects to incur costs associated with defending the Securities Class�Action and the Derivative Actions. At this early stage of litigation, the ultimate outcomes of the Securities Class�Action and the Derivative Actions are uncertain and the Company cannot reasonably predict the timing or outcomes, or estimate the amount of loss, if any, or their effect, if any, on its financial statements.

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The Company is involved in various other claims and legal proceedings arising in the ordinary course of business. In the Company�s opinion after consultation with legal counsel, the ultimate disposition of such proceedings is not likely to have a material adverse effect on its business, financial condition, results of operations or cash flows. The Company has not accrued for loss contingencies relating to such matters because the Company believes that, although unfavorable outcomes in the proceedings may be possible, they are not considered by management to be probable or reasonably estimable. If one or more of these matters are resolved in a manner adverse to the Company, the impact on the Company�s business, financial condition, results of operations and/or liquidity could be material.

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Other Matters

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On December�5, 2013, the Company�s Security division was notified by the TSA that a delivery order that it had received on September�26, 2013, for baggage and handling inspection systems was being terminated for default. The termination resulted from the use of an upgraded X-ray generator component. While the component had been vetted by the Security division�s internal quality assurance, the Security division had not met the contractual requirement of obtaining the TSA�s approval in advance. The upgraded X-ray generator component has since been approved for use by the TSA. The termination has resulted in a claim by the Government for compensation.� The Company is in communication with the TSA regarding such matters.� Also, as a result of this termination for default, the Security division was referred to the U.S. Department of Homeland Security (DHS) for further review. As a result of this review, in October�2014 the Security division entered into an Addendum to its Administrative Agreement dated June�21, 2013 with DHS.� Pursuant to the terms of the Addendum, the Security division has agreed, among other things, to extend the term of the Administrative Agreement by 24 months.

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8. Income Taxes

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The provision for income taxes is determined using an effective tax rate that is subject to fluctuations during the year as new information is obtained.� The assumptions used to estimate the annual effective tax rate include factors such as the mix of pre-tax earnings in the various tax jurisdictions in which the Company operates, valuation allowances against deferred tax assets, increases or decreases in uncertain tax positions, utilization of research and development tax credits, changes in or the interpretation of tax laws in jurisdictions where the Company conducts business and certain tax elections. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities along with net operating loss and tax credit carryovers. The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made.

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9. Segment Information

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The Company has determined that it operates in three identifiable industry segments: (a)�security and inspection systems (Security division), (b)�medical monitoring and anesthesia systems (Healthcare division) and (c)�optoelectronic devices and manufacturing (Optoelectronics and Manufacturing division). The Company also has a corporate segment (Corporate) that includes executive compensation and certain other general and administrative expenses, expenses related to stock issuances and legal and audit and other professional service fees not allocated to product segments. Both the Security and Healthcare divisions comprise primarily end-user businesses, while the Optoelectronics and Manufacturing division primarily supplies components and subsystems to original equipment manufacturers, including 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 of the Form�10-K for the fiscal year ended June�30, 2014.

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The�following�tables�present�the�operations�and�identifiable�assets�by�industry�segment�(in�thousands):

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