Form 10-Q OSI SYSTEMS INC For: Dec 31
Tweet
Share
E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
| ||
(State or other jurisdiction of | (I.R.S. Employer |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
The |
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.
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).
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.
| 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of January 24, 2023, there were
OSI SYSTEMS, INC.
INDEX
2
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(amounts in thousands, except share amounts and par value)
June 30, | December 31, | |||||
| 2022 |
| 2022 | |||
ASSETS | ||||||
CURRENT 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 |
| |
| | ||
Deferred income taxes |
| |
| | ||
Other long-term liabilities |
| |
| | ||
Total liabilities |
| |
| | ||
Commitments and contingencies (Note 10) | ||||||
STOCKHOLDERS’ EQUITY: | ||||||
Preferred stock, $ |
|
| ||||
Common stock, $ |
| |
| | ||
Retained earnings |
| |
| | ||
Accumulated other comprehensive loss |
| ( |
| ( | ||
Total stockholders’ equity |
| |
| | ||
Total liabilities and stockholders’ equity | $ | | $ | | ||
See accompanying notes to condensed consolidated financial statements.
3
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(amounts in thousands, except per share data)
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||
| 2021 |
| 2022 |
| 2021 |
| 2022 | |||||
Net revenues: | ||||||||||||
Products | $ | | $ | | $ | | $ | | ||||
Services |
| |
| |
| |
| | ||||
Total net revenues |
| |
| |
| |
| | ||||
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 |
| ( |
| ( |
| ( |
| ( | ||||
Income before income taxes |
| |
| |
| |
| | ||||
Provision for income taxes |
| ( |
| ( |
| ( |
| ( | ||||
Net income | $ | | $ | | $ | | $ | | ||||
Earnings per share: | ||||||||||||
Basic | $ | | $ | | $ | | $ | | ||||
Diluted | $ | | $ | | $ | | $ | | ||||
Shares used in per share calculation: | ||||||||||||
Basic |
| |
| |
| |
| | ||||
Diluted |
| |
| |
| |
| | ||||
See accompanying notes to condensed consolidated financial statements.
4
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(amounts in thousands)
| Three Months Ended December 31, | Six Months Ended December 31, | ||||||||||
| 2021 |
| 2022 |
| 2021 |
| 2022 | |||||
Net income | $ | | $ | | $ | | $ | | ||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustment, net of tax |
| ( |
| |
| ( |
| ( | ||||
Net unrealized gain (loss) on investments and derivatives, net of tax | — | ( | — | | ||||||||
Other, net of tax | | | | | ||||||||
Other comprehensive income (loss) | ( | | ( | ( | ||||||||
Comprehensive income | $ | | $ | | $ | | $ | | ||||
See accompanying notes to condensed consolidated financial statements.
5
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(amounts in thousands, except share data)
Three Months Ended December 31, 2021 | ||||||||||||||
Accumulated | ||||||||||||||
Common Stock | Other | |||||||||||||
| Number of |
|
| Retained |
| Comprehensive |
| |||||||
| Shares |
| Amount |
| Earnings |
| Loss |
| Total | |||||
Balance—September 30, 2021 |
| | $ | | $ | | $ | ( | $ | | ||||
Exercise of stock options |
| |
| |
| — |
| — |
| | ||||
Vesting of RSUs |
| |
| — |
| — |
| — |
| — | ||||
Stock-based compensation expense |
| — |
| |
| — |
| — |
| | ||||
Repurchase of common stock | ( | ( | — | — | ( | |||||||||
Taxes paid related to net share settlement of equity awards |
| ( |
| ( |
| — |
| — |
| ( | ||||
Net income |
| — |
|
| |
| — |
| | |||||
Other comprehensive loss |
| — |
| — |
| — |
| ( |
| ( | ||||
Balance—December 31, 2021 | $ | $ | $ | ( | $ | |||||||||
Three Months Ended December 31, 2022 | ||||||||||||||
Accumulated | ||||||||||||||
Common Stock | Other | |||||||||||||
| Number of |
|
| Retained |
| Comprehensive |
| |||||||
| Shares |
| Amount |
| Earnings |
| Loss |
| Total | |||||
Balance—September 30, 2022 |
| | $ | $ | | $ | ( | $ | | |||||
Exercise of stock options |
| | | — | — | | ||||||||
Vesting of RSUs |
| | — | — | — | — | ||||||||
Stock-based compensation expense |
| — | | — | — | | ||||||||
Repurchase of common stock | ( | ( | — | — | ( | |||||||||
Taxes paid related to net share settlement of equity awards |
| ( | ( | — | — | ( | ||||||||
Net income |
| — | — | | — | | ||||||||
Other comprehensive income |
| — | — | — | | | ||||||||
Balance—December 31, 2022 | | | | ( | | |||||||||
6
Six Months Ended December 31, 2021 | ||||||||||||||
Accumulated | ||||||||||||||
Common Stock | Other | |||||||||||||
| Number of |
|
| Retained |
| Comprehensive |
| |||||||
| Shares |
| Amount |
| Earnings |
| Loss |
| Total | |||||
Balance—June 30, 2021 |
| | $ | | $ | | $ | ( | $ | | ||||
Exercise of stock options |
| | | — | — | | ||||||||
Vesting of RSUs |
| | — | — | — | — | ||||||||
Shares issued under employee stock purchase program |
| | | — | — | | ||||||||
Stock-based compensation expense |
| — | | — | — | | ||||||||
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—December 31, 2021 | | $ | | $ | | $ | ( | $ | | |||||
Six Months Ended December 31, 2022 | ||||||||||||||
Accumulated | ||||||||||||||
Common Stock | Other | |||||||||||||
| Number of |
|
| Retained |
| Comprehensive |
| |||||||
| Shares |
| Amount |
| Earnings |
| Loss |
| Total | |||||
Balance—June 30, 2022 | | $ | | $ | | $ | ( | $ | | |||||
Exercise of stock options | | | — | — | | |||||||||
Vesting of RSUs | | — | — | — | — | |||||||||
Shares issued under employee stock purchase program | | | — | — | | |||||||||
Stock-based compensation expense | — | | — | — | | |||||||||
Repurchase of common stock | ( | ( | ( | — | ( | |||||||||
Taxes paid related to net share settlement of equity awards | ( | ( | ( | — | ( | |||||||||
Net income | — | — | | — | | |||||||||
Other comprehensive loss | — | — | — | ( | ( | |||||||||
Balance—December 31, 2022 |
| | | | ( | | ||||||||
7
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(amounts in thousands)
Six Months Ended December 31, | ||||||
| 2021 |
| 2022 | |||
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 expense |
| |
| | ||
Recovery of losses on accounts receivable | ( | ( | ||||
Deferred income taxes | ( |
| | |||
Amortization of debt discount and issuance costs |
| | | |||
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 |
| |
| | ||
Deferred revenue | | | ||||
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 | ( | ( | ||||
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 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 |
| |
| | ||
Payments of contingent consideration | ( | ( | ||||
Repurchases of common stock |
| ( |
| ( | ||
Taxes paid related to net share settlement of equity awards |
| ( |
| ( | ||
Net cash provided by (used in) financing activities |
| |
| ( | ||
Effect of exchange rate changes on cash |
| |
| ( | ||
Net change in cash and cash equivalents |
| |
| ( | ||
Cash and cash equivalents—beginning of period |
| |
| | ||
Cash and cash equivalents—end of period | $ | | $ | | ||
Supplemental disclosure of cash flow information: | ||||||
Cash paid, net during the period for: | ||||||
Interest | $ | | $ | | ||
Income taxes | $ | | $ | | ||
See accompanying notes to condensed consolidated financial statements.
8
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The condensed consolidated financial statements include the accounts of OSI Systems, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded in accordance with SEC rules and regulations and GAAP applicable to interim unaudited financial statements. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for audited annual financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments of a normal and recurring nature that are considered necessary for a fair presentation of the results for the interim periods presented. These unaudited condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC. The results of operations for the three and six months ended December 31, 2022 are not necessarily indicative of the operating results to be expected for the full 2023 fiscal year or any future periods.
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, 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.
Earnings Per Share Computations
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.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):
| Three Months Ended December 31, |
| Six Months Ended December 31, | |||||||||
2021 |
| 2022 |
| 2021 |
| 2022 | ||||||
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 | $ | | $ | | $ | | $ | | ||||
Shares excluded from diluted earnings per share due to their anti-dilutive effect | | | | | ||||||||
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.
9
Our cash and cash equivalents totaled $
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, 2022 and December 31, 2022.
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 measured at quoted prices in active markets for identical assets and liabilities. The Level 2 category includes assets and liabilities measured from observable inputs other than quoted market prices. The Level 3 category includes assets and liabilities for which valuation inputs are unobservable and significant to the fair value measurement. Our contingent payment obligations related to acquisitions, which are further discussed in Note 10 to the condensed consolidated financial statements, are in the Level 3 category for valuation purposes.
The fair values of our financial assets and liabilities are categorized as follows (in thousands):
| June 30, 2022 |
| December 31, 2022 | |||||||||||||||||||||
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||||||
Assets—Insurance company contracts | $ | — | $ | | $ | — | $ | | $ | — | $ | | $ | — | $ | | ||||||||
Assets – Interest rate swap contract | $ | — | $ | — | $ | — | $ | — | $ | — | $ | | $ | — | $ | | ||||||||
Liabilities—Convertible debt | $ | — | $ | | $ | — | $ | | $ | — | $ | — | $ | — | $ | — | ||||||||
Liabilities—Contingent consideration | $ | — | $ | — | $ | | $ | | $ | — | $ | — | $ | | $ | | ||||||||
Derivative Instruments and Hedging Activity
Our use of derivatives consists of foreign currency forward contracts and an interest rate swap agreement. 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 through the use of 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 gains or losses from our foreign currency forward contracts, which are not designated as hedge instruments, are reported in the consolidated statements of operations. The amounts reported in the consolidated statements of operations for the three and six months ended December 31, 2021 and 2022 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 December 31, 2022, we held foreign currency forward contracts with notional amounts totaling $
10
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 (loss) in the consolidated financial statements and are reclassified as net income when the underlying hedged interest 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 December 31, 2022, the notional amount of the derivative instruments designated as an interest rate swap hedge was $
The effect of the cash flow hedges on other comprehensive income (loss) and earnings for the periods presented was as follows:
| Three Months Ended December 31, |
| Six Months Ended December 31, | |||||||||
2021 |
| 2022 | 2021 |
| 2022 | |||||||
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 (loss) recognized in other comprehensive income (loss) |
| — |
| ( |
| — |
| | ||||
Amount reclassified from accumulated other comprehensive income (loss) to interest expense, net |
| — |
| ( |
| — |
| ( | ||||
Recently Adopted Accounting Pronouncements
Contract Assets and Contract Liabilities from Revenue Contracts with Customers in a Business Combination
In October 2021, the FASB issued Accounting Standards Update 2021-08, an accounting standard update to improve the accounting for contract assets and contract liabilities from revenue contracts with customers in a business combination (Topic 805). This amendment improves comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. This authoritative guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. We early adopted the new guidance effective January 1, 2022 using the prospective approach and applied the amendments to the business combinations that occurred during the year ended June 30, 2022 and the six months ended December 31, 2022. The adoption of ASU 2021-08 did not have a material impact on our consolidated financial statements.
2. Business Combinations
Under Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), the acquisition method of accounting requires us to record assets acquired less 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 which are 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 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 preliminary assets acquired and liabilities assumed. Any adjustments subsequent to the conclusion of such measurement period are reflected in reported earnings.
Fiscal Year 2023 Business Acquisitions
In December 2022, we (through our Security division) acquired in a bankruptcy proceeding certain assets of a provider of baggage and parcel inspection systems for approximately $
11
In August 2022, we (through our Security division) acquired a privately held provider of training software and solutions for approximately $
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 $
We (through our Security division) also acquired in February 2022 a privately held sales and services company for approximately $
These business acquisitions, 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.
3. Balance Sheet Details
The following tables set forth details of selected balance sheet accounts (in thousands):
June 30, | December 31, | |||||
Accounts receivable, net |
| 2022 |
| 2022 | ||
Accounts receivable | $ | | $ | | ||
Less allowance for doubtful accounts |
| ( |
| ( | ||
Total | $ | | $ | | ||
June 30, | December 31, | |||||
Inventories |
| 2022 |
| 2022 | ||
Raw materials | $ | | $ | | ||
Work-in-process |
| |
| | ||
Finished goods |
| |
| | ||
Total | $ | | $ | | ||
June 30, | December 31, | |||||
Property and equipment, net |
| 2022 |
| 2022 | ||
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 | $ | | $ | | ||
Depreciation and amortization expense for property and equipment was $
12
4. Goodwill and Intangible Assets
The changes in the carrying value of goodwill by segment for the six-month period ended December 31, 2022 were as follows (in thousands)
Optoelectronics | ||||||||||||
And | ||||||||||||
Security | Healthcare | Manufacturing | ||||||||||
| Division |
| Division |
| Division |
| Consolidated | |||||
Balance as of June 30, 2022 | $ | | $ | | $ | | $ | | ||||
Goodwill acquired or adjusted during the period |
| |
| — |
| — |
| | ||||
Foreign currency translation adjustment |
| ( |
| ( |
| ( |
| ( | ||||
Balance as of December 31, 2022 | $ | | $ | | $ | | $ | | ||||
Intangible assets consisted of the following (in thousands):
June 30, 2022 | December 31, 2022 | |||||||||||||||||
Gross | Gross | |||||||||||||||||
Carrying | Accumulated | Intangibles | Carrying | Accumulated | Intangibles | |||||||||||||
| Value |
| Amortization |
| Net |
| Value |
| Amortization |
| Net | |||||||
Amortizable assets: | ||||||||||||||||||
Software development costs | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||
Patents |
| |
| ( |
| |
| |
| ( |
| | ||||||
Developed technology |
| |
| ( |
| |
| |
| ( |
| | ||||||
Customer relationships |
| |
| ( |
| |
| |
| ( |
| | ||||||
Total amortizable assets |
| |
| ( |
| |
| |
| ( |
| | ||||||
Non-amortizable assets: | ||||||||||||||||||
In-process R&D | | — | | | — | | ||||||||||||
Trademarks |
| |
| — |
| |
| |
| — |
| | ||||||
Total intangible assets | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||
Amortization expense related to intangible assets was $
At December 31, 2022, the estimated future amortization expense for intangible assets was as follows (in thousands):
Fiscal Year
2023 (remaining 6 months) |
| $ | |
2024 |
| | |
2025 |
| | |
2026 |
| | |
2027 | | ||
Thereafter |
| ||
Total | $ | |
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, 2021 and 2022, we capitalized software development costs in the amounts of $
13
5. 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 Topic 606, Revenue from Contracts with Customers (“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 sheets. We may also receive consideration, per the terms of a contract, from customers prior to transferring control of 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 in either Other accrued expenses and current liabilities or Other long-term liabilities. We recognize these contract liabilities as sales after all revenue recognition criteria are met.
The table below shows the balance of contract assets and liabilities as of June 30, 2022 and December 31, 2022, including the change between the periods. There were no substantial non-current contract assets for the periods presented.
Contract Assets (in thousands)
| June 30, |
| December 31, |
|
|
| ||||||
| 2022 |
| 2022 |
| Change |
| % Change |
| ||||
Unbilled revenue (included in accounts receivable, net) | $ | | $ | | $ | |
| | % | |||
Contract Liabilities (in thousands)
| June 30, |
| December 31, |
|
|
| ||||||
| 2022 |
| 2022 |
| Change |
| % Change | |||||
Advances from customers | $ | | $ | | $ | | | % | ||||
Deferred revenue—current |
| |
| |
| | | % | ||||
Deferred revenue—long-term |
| |
| |
| | | % | ||||
Contract assets increased during the six months ended December 31, 2022 primarily due to satisfaction of performance obligations for aviation, cargo and vehicle inspection customers in our Security division which have not yet been billed. The overall increase in contract liabilities was primarily due to receipt of upfront deposits from customers and deferred revenue from receipt of payments under service and warranty contracts primarily in our Security division.
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 December 31, 2022, the portion of the transaction price allocated to remaining performance obligations was approximately $
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
14
6. Leases
The components of operating lease expense were as follows (in thousands):
Three Months Ended December 31, |
| Six Months Ended December 31, | ||||||||||
| 2021 |
| 2022 | 2021 |
| 2022 | ||||||
Operating lease cost | $ | | $ | | $ | | $ | | ||||
Variable lease cost | | |
| |
| | ||||||
Short-term lease cost | | |
| |
| | ||||||
$ | | $ | | $ | | $ | | |||||
Supplemental disclosures related to operating leases were as follows (in thousands):
| Balance Sheet Category |
| June 30, 2022 |
| December 31, 2022 | ||||
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 |
|
| | % | |||||
Supplemental cash flow information related to operating leases was as follows (in thousands):
| Six Months Ended December 31, | |||||
| 2021 |
| 2022 | |||
Cash paid for operating lease liabilities | $ | | $ | | ||
ROU assets obtained in exchange for new lease obligations |
| |
| | ||
Maturities of operating lease liabilities at December 31, 2022 were as follows (in thousands):
| December 31, 2022 | ||
Less than one year | $ | | |
1 – 2 years |
| | |
2 – 3 years |
| | |
3 – 4 years |
| | |
4 – 5 years |
| | |
Thereafter |
| | |
| | ||
Less: imputed interest |
| ( | |
Total lease liabilities | $ | | |
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 three months ended December 31, 2022, we recognized $
15
During the three months ended December 31, 2021, we recognized $
The following tables summarize impairment, restructuring and other charges (benefits), net for the periods set forth below (in thousands):
Three Months Ended December 31, 2021 | |||||||||||||||
|
|
| Optoelectronics and |
|
| ||||||||||
Healthcare | Manufacturing | ||||||||||||||
| Security Division |
| Division |
| Division |
| Corporate |
| Total | ||||||
Employee termination costs | $ | | $ | — | $ | — | $ | — | $ | | |||||
Facility closures/consolidation | | — | — | — | | ||||||||||
Legal costs, net |
| — |
| — |
| — |
| |
| | |||||
Total expensed | $ | | $ | — | $ | — | $ | | $ | | |||||
Three Months Ended December 31, 2022 | |||||||||||||||
Optoelectronics and | |||||||||||||||
Healthcare | Manufacturing | ||||||||||||||
| Security Division |
| Division |
| Division |
| Corporate |
| Total | ||||||
Acquisition-related costs | — | — | — | | | ||||||||||
Employee termination costs | $ | | $ | | $ | — | $ | — | $ | | |||||
Legal costs, net |
| |
| |
| — |
| ( |
| | |||||
Total | $ | | $ | | $ | — | $ | | $ | | |||||
Six Months Ended December 31, 2021 | |||||||||||||||
Optoelectronics and | |||||||||||||||
Healthcare | Manufacturing | ||||||||||||||
| Security Division |
| Division |
| Division |
| Corporate |
| Total | ||||||
Employee termination costs | $ | | $ | — | $ | — | $ | — | $ | | |||||
Facility closures/consolidation | ( | — | — | — | ( | ||||||||||
Legal costs, net |
| — |
| — |
| — |
| |
| | |||||
Total expensed | $ | | $ | — | $ | — | $ | | $ | | |||||
Six Months Ended December 31, 2022 | |||||||||||||||
|
|
| Optoelectronics and |
|
| ||||||||||
Healthcare | Manufacturing | ||||||||||||||
| Security Division |
| Division |
| Division |
| Corporate |
| Total | ||||||
Acquisition-related costs | $ | | $ | — | $ | — | $ | | $ | | |||||
Employee termination costs | | | | — | | ||||||||||
Legal costs, net |
| |
| |
| — |
| |
| | |||||
Total | $ | | $ | | $ | | $ | | $ | | |||||
The accrued liability for restructuring and other charges is included in other accrued expenses and current liabilities in the condensed consolidated balance sheets. The changes in the accrued liability for restructuring and other charges for the six-month period ended December 31, 2022 were as follows (in thousands):
Facility | |||||||||||||||
Acquisition- | Employee | Closure/ | Legal | ||||||||||||
Related | Termination | Consolidation | Costs and | ||||||||||||
| Costs |
| Costs |
| Cost |
| Settlements |
| Total | ||||||
Balance as of June 30, 2022 | $ | — | $ | | $ | | $ | | $ | | |||||
Restructuring and other charges, net |
| |
| |
| — |
| |
| | |||||
Payments, adjustments and reimbursements, net |
| ( |
| ( |
| ( |
| ( |
| ( | |||||
Balance as of December 31, 2022 | $ | | $ | | $ | | $ | | $ | | |||||
16
8. Borrowings
Revolving Credit Facility
In December 2021, we entered into an amendment to the senior secured credit facility that increased the aggregate amount available to borrow from $
1.25% Convertible Senior Notes (“Notes”) Due 2022
In February 2017, we issued $
Issuance costs of $
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 December 31, 2022, $
17
Long-term debt consisted of the following (in thousands):
| June 30, | December 31, | ||||
| 2022 |
| 2022 | |||
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 | $ | | $ | | ||
9. Stockholders’ Equity
Stock-based Compensation
As of December 31, 2022, we maintained the Amended and Restated 2012 Incentive Award Plan (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):
Three Months Ended December 31, |
| Six Months Ended December 31, | ||||||||||
| 2021 |
| 2022 | 2021 |
| 2022 | ||||||
Cost of goods sold | $ | | $ | | $ | | $ | | ||||
Selling, general and administrative | | |
| |
| | ||||||
Research and development | | |
| |
| | ||||||
Stock-based compensation expense | $ | | $ | | $ | | $ | | ||||
As of December 31, 2022, total unrecognized compensation cost related to share-based compensation grants under the OSI Plan were estimated at $
The following summarizes stock option activity during the six months ended December 31, 2022:
Weighted | ||||||||||
Average | Weighted-Average | Aggregate | ||||||||
Number of | Exercise | Remaining Contractual | Intrinsic Value | |||||||
| Options |
| Price |
| Term |
| (in thousands) | |||
Outstanding at June 30, 2022 |
| |
| $ | |
| ||||
Granted |
| | | |||||||
Exercised |
| ( | | |||||||
Expired or forfeited |
| ( | | |||||||
Outstanding at December 31, 2022 |
| | | $ | | |||||
Exercisable at December 31, 2022 | | |
| $ | | |||||
18
The following summarizes RSU award activity during the six months ended December 31, 2022:
Weighted- | |||||
Average | |||||
| Shares |
| Fair Value | ||
Nonvested at June 30, 2022 |
| | $ | | |
Granted |
| | | ||
Vested |
| ( | | ||
Forfeited |
| ( | | ||
Nonvested at December 31, 2022 |
| | $ | | |
As of December 31, 2022, there were approximately
We granted
Stock Repurchase Program
In September 2022, our Board of Directors increased the stock repurchase authorization to a total of
During the six months ended December 31, 2022, we repurchased
Dividends
We have not paid any cash dividends since the consummation of our initial public offering in 1997 and we do not currently intend to pay any cash dividends in the foreseeable future. Our Board of Directors will determine the payment of future cash dividends, if any. Certain of our current bank credit facilities restrict the payment of cash dividends and future borrowings may contain similar restrictions.
10. 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 obligations that are capped, the remaining maximum amount of such potential future payments is $
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 $
19
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.
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, December 31, 2022 | $ | |
Environmental Contingencies
We are subject to various environmental laws. We 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. In certain cases, we have conducted further environmental assessments consisting of soil and groundwater testing and other investigations deemed appropriate by independent environmental consultants.
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 breaches 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 liability 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 December 31, 2022.
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 $
Product Warranties
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.
20
The following table presents changes in warranty provisions (in thousands):
Six Months Ended December 31, | ||||||
| 2021 |
| 2022 | |||
Balance at beginning of period | $ | | $ | | ||
Additions | | | ||||
Reductions for warranty repair costs and adjustments |
| ( |
| ( | ||
Balance at end of period | $ | | $ | | ||
Legal Proceedings
We are involved in various 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 such 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.
11. Income Taxes
The determination of the annual effective tax rate is based upon a number of significant estimates and judgments, including the estimated annual pretax income in each tax jurisdiction in which we operate and the development of tax planning strategies during the year. In addition, as a global commercial enterprise, our tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.
The effective tax rates for the three months ended December 31, 2021 and 2022 were
The effective tax rate for the six months ended December 31, 2021 and 2022 was
12. Segment Information
We have determined that we operate in
21
The following tables present our results of operations and identifiable assets by industry segment (in thousands):
Three Months Ended | Six Months Ended | |||||||||||
December 31, | December 31, | |||||||||||
| 2021 |
| 2022 |
| 2021 |
| 2022 | |||||
Revenues (1) —by Segment: | ||||||||||||
Security division | $ | | $ | | $ | | $ | | ||||
Healthcare division | | | | | ||||||||
Optoelectronics and Manufacturing division, including intersegment revenues | | | | | ||||||||
Intersegment revenues elimination | ( | ( | ( | ( | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
Income (loss) from operations —by Segment: | ||||||||||||
Security division | $ | | $ | | $ | | $ | | ||||
Healthcare division | | | | | ||||||||
Optoelectronics and Manufacturing division | | | | | ||||||||
Corporate | ( | ( | ( | ( | ||||||||
Intersegment eliminations | | ( | | | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
June 30, | December 31, | |||||
| 2022 |
| 2022 | |||
Assets (2) —by Segment: | ||||||
Security division | $ | | $ | | ||
Healthcare division |
| |
| | ||
Optoelectronics and Manufacturing division |
| |
| | ||
Corporate |
| |
| | ||
Eliminations (3) |
| ( |
| ( | ||
Total | $ | | $ | | ||
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In this report, “OSI”, the “Company”, “we”, “us”, “our” and similar terms refer to OSI Systems, Inc. together with our wholly-owned subsidiaries.
This management’s discussion and analysis of financial condition as of December 31, 2022 and results of operations for the three and six months ended December 31, 2022 should be read in conjunction with management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC.
Forward-Looking Statements
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 include, without limitation, information provided regarding impact of the COVID-19 pandemic and the Russia-Ukraine conflict. 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, our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (including 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”) and other documents filed by us from time to time with the SEC. Such factors, of course, do not include all factors that might affect our business and financial condition. We could be exposed to a variety of negative consequences as a result of 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; 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; impacts on our business related to or resulting from the COVID-19 pandemic such as 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 same fiscal year; enforcement actions in respect of any noncompliance with laws and regulations including export control and environmental regulations and the matters that are the subject of some or all of our investigations and compliance reviews, contract and regulatory compliance matters, and actions, which if brought, could result in judgments, settlements, fines, injunctions, debarment or penalties; and other risks and uncertainties, including but not limited to those detailed herein and from time to time in our other SEC filings, which could have a material and adverse impact on our business, financial condition and results of operation. Many of the referenced risks could be amplified by the magnitude and duration of the COVID-19 pandemic. 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. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. 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.
23
Executive Summary
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: (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 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 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 53% and 55% of our total consolidated revenues for the six months ended December 31, 2021 and 2022, respectively.
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 19% and 16% of our total consolidated revenues for the six months ended December 31, 2021 and 2022, respectively.
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 provide our optoelectronic devices and electronics manufacturing services to OEM customers and to our own Security and Healthcare divisions. Revenues from external customers in our Optoelectronics and Manufacturing division accounted for 28% and 29% of our total consolidated revenues for the six months ended December 31, 2021 and 2022, respectively.
24
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.
Coronavirus Pandemic. The coronavirus disease 2019 (“COVID-19”) pandemic, including the emergence of new variants, has dramatically impacted the global health and economic environment, with millions of confirmed cases, business slowdowns and shutdowns, and market volatility. The COVID-19 pandemic has caused, and is likely to continue to cause, significant economic disruptions and has impacted, and is expected to 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 associated with employee absences, travel restrictions, site access, quarantine restrictions, remote work, and adjusted work schedules. Our ability to continue to operate without significant negative impacts will in part depend on our ability to protect our employees and our supply chain and to keep our manufacturing facilities open and operating effectively. We have endeavored to implement government and health authority recommendations to protect our employees worldwide including with respect to vaccine administration. There is substantial uncertainty regarding the duration, scope, and ultimate impact of the COVID-19 pandemic. 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 has been delayed, most notably with respect to our aviation and cargo products, and our revenues have been adversely impacted as a result of the pandemic. As many customers of our Security division continue to be impacted by the pandemic, we have received and could receive further requests to delay deliveries of equipment and modify service arrangements or the scheduling of factory or site acceptance tests, which has impacted, and could further impact, timing of revenue recognition. In addition, as a result of COVID-19 related government regulations, certain of our global manufacturing facilities have had to limit operations and might have to limit operations in the future. While we have been able to broadly maintain our operations, we experienced some disruption in our supply chain in certain markets due primarily to materials shortages, longer lead times on deliveries and transportation constraints. If these business interruptions resulting from COVID-19 were to be prolonged or expanded in scope, our business, financial condition, results of operations and cash flows would be materially and adversely impacted. We intend to continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in our best interests and the best interests of our employees, suppliers and customers. The ultimate impact of COVID-19 on our operations and financial performance in future periods, including our ability to execute our programs in the expected timeframe, remains uncertain and will depend on future pandemic-related developments, including the duration of the pandemic, potential subsequent waves of COVID-19 infection or potential new variants, the effectiveness and adoption of COVID-19 vaccines and therapeutics, supplier impacts and related government actions to prevent and manage disease spread, including the implementation of any federal, state, local or foreign vaccine mandates, all of which are uncertain and difficult to predict. The long-term impacts of COVID-19 on government budgets and other funding priorities, including international priorities, that impact demand for our products and services are also difficult to predict, but could negatively affect our future results and performance.
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. Further, global economic conditions continue to be highly volatile due to the COVID-19 pandemic, resulting in market size contractions in certain countries due to economic slowdowns and government restrictions on movement. In addition to the COVID-19 pandemic, these other 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 invasion of Ukraine by Russia 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.
Global Trade. In addition to the COVID-19 pandemic, 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.
25
Healthcare Considerations. As described above, 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. The pandemic may also impact our ability to manufacture product needed to timely fill orders if we experience supply chain disruptions or need to close any manufacturing facility due to employee COVID-19 cases or local government regulations.
European Union Threat Detection Standards. The EU has implemented regulations for all airports within the EU that use explosive detection systems to have hold baggage screening systems that are compliant with the European Civil Aviation Conference (ECAC) Standard 3. The deadline for compliance with this mandate was initially set for September 2020. Given the uncertainty surrounding the COVID-19 pandemic, the EU revised the regulations, and the date by which airports using explosive detection systems for hold baggage screening must meet Standard 3 has been changed to March 2024, with certain larger airports required to meet earlier installation dates. Our Security division’s real time tomography (RTT) product has passed the ECAC explosive detection system Standard 3 threat detection requirement.
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, including U.S. and foreign government policies to manage the COVID-19 pandemic, such as travel restrictions or site closures.
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 bottleneck. 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. This increased cost environment has been exacerbated by the COVID-19 pandemic. 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 1.7% for the six months ended December 31, 2022 compared to the six months ended December 31, 2021, primarily due to the strengthening of the U.S. dollar against other foreign currencies in 2022. 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.
Results of Operations for the Three Months Ended December 31, 2021 (Q2 Fiscal 2022) Compared to the Three Months Ended December 31, 2022 (Q2 Fiscal 2023) (amounts in millions)
Net Revenues
The table below and the discussion that follows are based upon the way in which we analyze our business. See Note 12 to the condensed consolidated financial statements for additional information about our business segments.
| Q2 |
| % of |
| Q2 |
| % of |
|
|
| ||||||
| Fiscal 2022 |
| Net Revenues |
| Fiscal 2023 |
| Net Revenues |
| $ Change |
| % Change |
| ||||
Security |
| $ | 145.9 |
| 53 | % | $ | 167.4 |
| 57 | % | $ | 21.5 |
| 15 | % |
Healthcare | 52.4 |
| 19 | 43.5 |
| 15 | (8.9) |
| (17) | |||||||
Optoelectronics and Manufacturing | 78.4 |
| 28 | 84.7 |
| 28 | 6.3 |
| 8 | |||||||
Total net revenues |
| $ | 276.7 |
| 100 | % | $ | 295.6 |
| 100 | % | $ | 18.9 |
| 7 | % |
26
Revenues for the Security division during the three months ended December 31, 2022 increased year-over-year due to increases in product and service revenues of approximately $13.8 million and $7.7 million, respectively. The increase in both product and service revenue was primarily driven by increased sales of cargo and vehicle inspection systems which was partially offset by a decrease in aviation related revenues.
Revenues for the Healthcare division during the three months ended December 31, 2022 decreased year-over-year due to a reduction in patient monitoring sales of $7.3 million due in part to elevated demand related to COVID in the prior year period, a decrease in cardiology sales of $1.4 million and a decrease in service revenue of $0.2 million.
Revenues for the Optoelectronics and Manufacturing division during the three months ended December 31, 2022 increased year-over year as a result of an increase in revenue in our optoelectronics business and contract manufacturing business of approximately $2.5 million and $3.8 million, respectively.
Gross Profit
Q2 | % of | Q2 | % of | ||||||||
| Fiscal 2022 |
| Net Revenues |
| Fiscal 2023 |
| Net Revenues |
| |||
Gross profit | $ | 99.8 | 36.1 | % | $ | 96.2 | 32.5 | % | |||
Gross profit is impacted by sales volume, productivity, and changes in overall manufacturing-related costs, such as raw materials and component costs, warranty expense, provision for inventory, freight, and logistics. 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 quarter ended December 31, 2022 decreased on a year-over-year basis due to (i) a reduction in the Security division gross margins 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
Q2 |
| % of |
| Q2 | % of | |||||||||||
| Fiscal 2022 |
| Net Revenues |
| Fiscal 2023 |
| Net Revenues |
| $ Change |
| % Change | |||||
Selling, general and administrative |
| $ | 54.9 |
| 19.8 | % | $ | 54.0 | 18 | % | $ | (0.9) | (2) | % | ||
Research and development |
| 15.0 |
| 5.4 | 14.5 | 5 |
| (0.5) | (3) | |||||||
Impairment, restructuring and other charges, net |
| 0.8 |
| 0.3 | 2.2 | 1 |
| 1.4 | 171 | |||||||
Total operating expenses | $ | 70.7 |
| 25.5 | % | $ | 70.7 | 24 | % | $ | 0.0 | 0 | % | |||
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. SG&A expense for the three months ended December 31, 2022 was $0.9 million lower than such expenses in the same prior-year period primarily due to reduced compensation costs offset primarily by a provision for bad debts compared to a bad debt recovery in the second quarter of fiscal 2022.
Research and development. Research and development (R&D) expenses include research related to new product development and product enhancements. R&D expense during the three months ended December 31, 2022 was approximately $0.5 million lower than such expenses in the same prior-year period primarily due to a decrease in outside services incurred by our Security and Healthcare divisions partially offset by increases in compensation and professional fees.
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. During the three months ended December 31, 2022, impairment, restructuring and other charges primarily consisted of $1.9 million for legal charges and $0.2 million in charges for employee terminations. During the three months ended December 31, 2021, impairment, restructuring and other charges primarily consisted of $0.5 million for legal charges and $0.3 million in charges for employee terminations.
27
Interest and other expense, net. For the three months ended December 31, 2022, interest and other expense, net was $5.2 million as compared to $2.2 million in the same prior-year period. This increase was driven by higher average interest rates and higher average levels of borrowing under our credit facility during the three months ended December 31, 2022 in comparison with the levels of borrowing during the same period in the prior year. The 1.25% convertible notes that were previously outstanding during the three month period ended December 31, 2021 were retired in September 2022 using borrowings from our credit facility which carries a higher interest rate.
Income taxes. 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 and (vi) discrete tax items. For the three months ended December 31, 2022, we recognized a provision for income taxes of $4.0 million compared to $7.1 million for the comparable prior-year period. The effective tax rates for the three months ended December 31, 2021 and 2022 were 26.3% and 19.5%, respectively. During the three months ended December 31, 2022, we recognized a net discrete tax benefit of $0.4 million related to equity-based compensation under ASU 2016-09 and a benefit of $0.4 million from changes in prior year estimates. During the three-month periods ended December 31, 2021, we recognized a net discrete tax provision of $0.3 million for changes in prior year tax estimates and equity-based compensation under ASU 2016-09.
Results of Operations for the Six Months Ended December 31, 2021 (YTD Q2 Fiscal 2022) Compared to the Six Months Ended December 31, 2022 (YTD Q2 Fiscal 2023) (amounts in millions)
Net Revenues
The table below and the discussion that follows are based upon the way in which we analyze our business. See Note 12 to the condensed consolidated financial statements for additional information about our business segments.
YTD Q2 | % of | YTD Q2 | % of | |||||||||||||
| Fiscal 2022 |
| Net Revenues |
| Fiscal 2023 |
| Net Revenues |
| $ Change |
| % Change |
| ||||
Security | $ | 295.4 | 53 | % | $ | 312.4 |
| 55 | % | $ | 17.0 | 6 | % | |||
Healthcare |
| 103.0 | 19 |
| 87.2 |
| 16 |
| (15.8) | (15) | ||||||
Optoelectronics and Manufacturing |
| 157.5 | 28 |
| 164.1 |
| 29 |
| 6.6 | 4 | ||||||
Total net revenues | $ | 555.9 | 100 | % | $ | 563.7 |
| 100 | % | $ | 7.8 | 1 | % | |||
Revenues for the Security division during the six months ended December 31, 2022 increased year-over-year due to an increase in product and service revenues of approximately $11.1 million and $5.9 million, respectively. The increase in both product and service revenue was primarily driven by increased sales of cargo and vehicle inspection systems which was partially offset by a decrease in aviation related revenues.
Revenues for the Healthcare division during the six months ended December 31, 2022 decreased year-over-year due to a reduction in patient monitoring sales of $14.1 million due in part to elevated demand related to COVID in the prior year period, and a decrease in cardiology sales of $2.5 million, offset by an increase in service revenues of $0.8 million.
Revenues for the Optoelectronics and Manufacturing division during the six months ended December 31, 2022 increased year-over year as a result of an increase in revenue in our optoelectronics business of approximately $6.6 million.
Gross Profit
YTD Q2 | % of | YTD Q2 | % of | ||||||||
| Fiscal 2022 |
| Net Revenues |
| Fiscal 2023 |
| Net Revenues |
| |||
Gross profit | $ | 199.1 |
| 35.8 | % | $ | 183.7 |
| 32.6 | % | |
28
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 six months ended December 31, 2022 decreased on a year-over-year basis due to (i) a reduction in the Security division gross margins 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
YTD Q2 | % of | YTD Q2 | % of |
| ||||||||||||
| Fiscal 2022 |
| Net Revenues |
| Fiscal 2023 |
| Net Revenues |
| $ Change |
| % Change |
| ||||
Selling, general and administrative | $ | 112.2 |
| 20 | % | $ | 107.4 |
| 77 | % | $ | (4.8) | (4) | % | ||
Research and development |
| 29.8 |
| 5 |
| 29.0 |
| 21 |
| (0.8) | (3) | |||||
Impairment, restructuring and other charges, net |
| 3.3 |
| 1 |
| 3.5 |
| 2 |
| 0.2 | 4 | |||||
Total operating expenses | $ | 145.3 |
| 26 | % | $ | 139.9 |
| 100 | % | $ | (5.4) | (4) | % | ||
Selling, general and administrative. SG&A expense for the six months ended December 31, 2022 was $4.8 million lower than such expenses in the same prior-year period primarily due to a reduction in compensation, professional fees and favorable foreign exchange rates partially offset by a provision for bad debts compared to a bad debt recovery in the prior period.
Research and development. R&D expense during the six months ended December 31, 2022 decreased as compared to the same prior-year period primarily due to a decrease in outside services partially offset by increases in compensation and travel in our Security and Healthcare divisions.
Impairment, restructuring and other charges. During the six months ended December 31, 2022, impairment, restructuring and other charges primarily consisted of $2.9 million in legal charges primarily relating to government investigations and $0.5 million for employee terminations. During the six months ended December 31, 2021, impairment, restructuring and other charges consisted of $2.7 million for legal charges and $0.7 million in charges for employee terminations.
Interest and other expense, net. For the six months ended December 31, 2022, interest and other expense, net was $8.6 million as compared to $4.2 million in the same prior-year period. This increase was driven by higher average interest rates and higher average levels of borrowing under our credit facility during the six months ended December 31, 2022 in comparison with the levels of borrowing during the same period in the prior year. The 1.25% convertible notes that were previously outstanding during the six-month period ended December 31, 2021 were retired in September 2022 using borrowings from our credit facility which carries a higher interest rate.
Income taxes. For the six months ended December 31, 2022, we recognized a provision for income taxes of $7.6 million compared to $10.7 million for the comparable prior-year period. The effective tax rates for the six months ended December 31, 2021 and 2022 were 21.6% for both periods. During the six months ended December 31, 2022, we recognized discrete tax benefit of $0.5 million related to equity-based compensation under ASU 2016-09 and $0.4 million from changes in prior year estimates. During the six months ended December 31, 2021, we recognized a net discrete tax benefit of $1.8 million, which was comprised of $2.0 million related to equity-based compensation under ASU 2016-09 partially offset by a discrete tax expense for prior year tax estimates of $0.2 million.
Liquidity and Capital Resources
Our principal sources of liquidity are our cash and cash equivalents, cash generated from operations and our credit facilities. Cash and cash equivalents totaled $45.6 million at December 31, 2022, a decrease of $18.6 million, or 29.0%, from $64.2 million at June 30, 2022. 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 the 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 December 31, 2022, there was $235.0 million outstanding under our revolving credit facility, $146.9 million outstanding under the term loan and $66.8 million of outstanding letters of credit. As of December 31, 2022, the total amount available under these credit facilities was $298.2 million.
29
Cash Provided by (Used in) 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 the six months ended December 31, 2022, we generated cash from operations of $8.2 million compared to $3.4 million of cash generated in the same prior-year period. The increase was driven primarily by the positive impact in working capital changes.
Cash Used in Investing Activities. Net cash used in investing activities was $18.9 million for the six months ended December 31, 2022 as compared to $15.4 million in the same prior-year period. Cash used to acquire businesses was $3.5 million during the six-month period ended December 31, 2022 compared to nil in the prior year. Capital expenditures in the six-month period ended December 31, 2022 were $7.0 million compared to $7.4 million in the same prior-year period. Expenditures for intangible and other assets in the six-month period ended December 31, 2022 were $8.0 million compared to $8.1 million in the same prior-year period.
Cash Provided by (Used in) Financing Activities. Net cash used in financing activities was $3.7 million during the six months ended December 31, 2022 compared to net cash provided by financing activities of $17.6 million during the same prior-year period. The increase in cash used in financing activities was due to the increase in net payments on long-term debt by $145 million, of which $242.3 million pertains to the repurchase and cancellation of the 1.25% Convertible Senior Notes utilizing proceeds of the senior secured credit facility, that was partially offset by the increase in net borrowings on bank lines of credit by $93 million. Cash used to repurchase of common stock and taxes paid related to the net settlement of equity awards was $33.4 million in the six-months ended December 31, 2022 compared to $64.4 in the same prior-year period.
Borrowings
See Note 8 to the condensed consolidated financial statements for a detailed discussion regarding our credit facility and our Notes.
Cash Held by Foreign Subsidiaries
Our cash and cash equivalents totaled $45.6 million at December 31, 2022. Of this amount, approximately 98% 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, Singapore, Malaysia, Mexico, Canada and India and, to a lesser extent, in Indonesia, Albania and Australia. 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.
Issuer Purchases of Equity Securities
The following table contains information about the shares of common stock we purchased during the quarter ended December 31, 2022:
Maximum number (or | |||||||||
approximate dollar | |||||||||
value) of | |||||||||
Total number of | shares (or | ||||||||
shares (or units) | units) | ||||||||
purchased as | that may | ||||||||
Total number of | Average price | part of publicly | yet be purchased | ||||||
shares (or units) | paid per share (or | announced plans or | under the plans or | ||||||
| purchased |
| unit) |
| programs |
| programs (1) | ||
October 1 to October 31, 2022 |
| 7,500 | $ | 82.11 |
| 7,500 |
| 1,906,173 | |
November 1 to November 30, 2022 |
| 18,730 | $ | 84.49 |
| 18,730 |
| 1,887,443 | |
December 1 to December 31, 2022 |
| 27,104 | $ | 84.84 |
| 27,104 |
| 1,860,339 | |
| 53,334 | 53,334 | |||||||
| (1) | In April 2020, the Board of Directors authorized a share repurchase program of up to 1,000,000 shares of common stock. In August 2020, the Board of Directors increased to 3,000,000 shares the maximum number of shares authorized under the stock repurchase program. In September 2022, when there were 1,131,301 shares remaining authorized and yet to be repurchased under the plan, the Board of Directors renewed the authorization and revised the maximum number of shares to 2,000,000 shares authorized under the stock repurchase program. 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. |
30
Contractual Obligations
During the six months ended December 31, 2022, there were no material changes outside the ordinary course of business to the information regarding specified contractual obligations contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. See Notes 1, 6, 8 and 10 to the condensed consolidated financial statements for additional information regarding our contractual obligations.
Recent Accounting Pronouncements
For information with respect to recent accounting pronouncements and the potential impact of those pronouncements on our condensed consolidated financial statements, see Note 1 to the condensed consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of our exposure to market risk, refer to our market risk disclosures set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. There have been no material changes in our exposure to market risk during the six months ended December 31, 2022 from that described in the Annual Report.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of December 31, 2022, 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 13a-15(e) or 15d-15(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 Quarterly Report on Form 10-Q, 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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the second 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.
31
PART II—OTHER INFORMATION
ITEM 1. 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.
ITEM 1A. RISK FACTORS
The discussion of our business, financial condition and results of operations in this Quarterly Report on Form 10-Q for the period ended December 31, 2022 should be read together with the risk factors contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the SEC on August 19, 2022, which describe various risks and uncertainties that could materially affect our business, financial condition and results of operations in the future. There have been no material changes to the risk factors included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
See Issuer Purchases of Equity Securities discussion under Part I, Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is incorporated by reference into this Item 2.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(a) None
(b) Not applicable
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
On January 25, 2023, our Board of Directors approved and adopted an amendment and restatement of our bylaws (as so amended, the “Amended and Restated Bylaws”), which became immediately effective. Among other things, the amendments contained in the Amended and Restated Bylaws:
| ● | Address the universal proxy rules adopted by the U.S. Securities and Exchange Commission by clarifying that no person may solicit proxies in support of a nominee other than the Board of Director’s nominee unless such person has complied with Rule 14a-19 under the Securities and Exchange Act of 1934, as amended, and provide that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors; |
| ● | With respect to advance notice disclosure requirements for business or nominations brought before a meeting, require a stockholder proposing business or nominating directors to provide additional information about the stockholder, any other beneficial holder or “participant” (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) in the solicitation, and any candidate the stockholder proposes to nominate for election as director; |
| ● | With respect to advance notice disclosure requirements for business brought before an annual meeting, require a stockholder proposing business to provide additional information and representations about the proposed business, and any related agreements between such stockholder and any other beneficial holder or participant in the solicitation; |
| ● | Require any candidate for the Board of Directors, whether nominated by the Board of Directors or a stockholder, to provide certain background information and representations; |
32
| ● | Require that the information provided in a stockholder’s notice or materials be updated or provided, as the case may be, so that such notice shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) days prior to the meeting; |
| ● | With respect to stockholder demands to call a special meeting of stockholders and stockholder actions by written consent in lieu of a meeting, require a stockholder requesting to fix such a record date to provide additional information about the stockholder, the purpose or purposes of the special meeting and the business proposed to be conducted at the special meeting, the action or actions proposed to be taken by written consent, and any candidate the stockholder proposes to nominate for election as director, each as the case may be; |
| ● | Provide that (i) the Court of Chancery of the State of Delaware (the “Chancery Court”) (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall be the exclusive forum for actions, suits or proceedings brought against the Company, and (ii) the federal district courts shall be the exclusive forum for the resolution of any complaint or cause of action arising under the Securities Act of 1933, as amended; |
| ● | Enable us to initiate an action against a stockholder to enforce the exclusive forum requirements should the stockholder sue, or threaten to sue, in another jurisdiction; and |
| ● | Include certain other ministerial, clarifying, modernizing and conforming changes. |
The Amended and Restated Bylaws are filed herewith as Exhibit 3.1. The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is incorporated herein by reference.
33
ITEM 6. EXHIBITS
Exhibit |
| Description |
3.1 | ||
31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | XBRL Instance Document | |
101.SCH | Inline XBRL Taxonomy Extension Schema | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
34
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Hawthorne, State of California on the 27th day of January 2023.
OSI SYSTEMS, INC. | ||
By: | /s/ Deepak Chopra | |
Deepak Chopra | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
By: | /s/ Alan Edrick | |
Alan Edrick | ||
Executive Vice President and Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
35
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- OSI Systems Announces Third Quarter Conference Call
- PLCE DEADLINE: ROSEN, LEADING INVESTOR COUNSEL, Encourages The Children's Place, Inc. Investors to Secure Counsel Before Important April 29 Deadline in Securities Class Action – PLCE
- Origen Resources Enters into Agreement to Sell 100% Interest in the Arlington Project
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
