Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 23, 2025

OSI SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	000-23125	33-0238801
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NUMBER)	(IRS EMPLOYER IDENTIFICATION NO.)

12525 CHADRON AVENUE
HAWTHORNE, CA 90250

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(310) 978-0516
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		OSIS		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On January 23, 2025, we issued a press release announcing our financial results for the quarter ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

We are furnishing the information contained in this Item 2.02 (including Exhibit 99.1). It shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

	Exhibit 99.1:	Press Release of OSI Systems, Inc. dated January 23, 2025.

	Exhibit 104:	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit Number		Description

99.1		Press Release of OSI Systems, Inc. dated January 23, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	OSI SYSTEMS, INC.
Date: January 23, 2025
	By:	/s/ Alan Edrick
		Alan Edrick
		Executive Vice President and Chief Financial Officer

Exhibit 99.1

OSI SYSTEMS REPORTS FISCAL 2025 SECOND QUARTER

FINANCIAL RESULTS

●

Record Q2 Revenues of $420 Million (12% Growth Year-Over-Year)

●

Record Q2 Earnings Per Diluted Share

GAAP EPS of $2.22

Non-GAAP EPS of $2.42

●

Q2 Book-to-Bill Ratio of 1.2

●

Company Increases FY 2025 Revenue and Non-GAAP Diluted EPS Guidance

HAWTHORNE, Calif. — (BUSINESS WIRE) — January 23, 2025 — OSI Systems, Inc. (the “Company” or “OSI Systems”) (NASDAQ: OSIS) today announced its financial results for the three and six months ended December 31, 2024.

Ajay Mehra, OSI Systems’ President and Chief Executive Officer, stated “We are pleased to report a record-breaking second quarter for revenues and earnings, led by continued strong execution in the Security division and solid performance in the Optoelectronics and Manufacturing division. Given our robust backlog and high visibility into our opportunity pipeline, we anticipate a strong second half of fiscal 2025.”

For Q2 FY25, the Company reported revenues of $419.8 million, a 12% increase over the $373.2 million reported for the same quarter of the prior year. Net income for Q2 FY25 was $37.8 million, or $2.22 per diluted share, compared to net income of $36.6 million, or $2.11 per diluted share, for the same quarter of the prior fiscal year. Non-GAAP net income for Q2 FY25 was $41.2 million, or $2.42 per diluted share, compared to non-GAAP net income for the same quarter of the prior year of $38.3 million, or $2.21 per diluted share.

For the six months ended December 31, 2024, revenues were $763.8 million, compared to $652.4 million in the same period a year ago. Net income for the six months ended December 31, 2024 was $55.8 million, or $3.27 per diluted share, compared to $49.4 million, or $2.87 per diluted share, for the same prior-year period. Non-GAAP net income for the six months ended December 31, 2024 was $62.5 million, or $3.67 per diluted share, compared to non-GAAP net income of $53.8 million, or $3.12 per diluted share, for the same prior-year period.

The Company's book-to-bill ratio was 1.2 for the second quarter of fiscal 2025. As of December 31, 2024, the Company's backlog was over $1.8 billion. For Q2 FY25, the Company generated cash from operations of $52.5 million, a significant improvement from cash used in operations of $23.5 million for the same quarter of the prior year. Capital expenditures were $5.5 million and $3.5 million for Q2 FY25 and Q2 FY24, respectively.

Mr. Mehra commented, “The results from our Security division highlight our substantial achievements, where revenues increased 16% year-over-year leading to operating income growth, despite facing a challenging comparison with the previous year's quarter. This performance was driven by the growing demand for our products and services across multiple regions. The adjusted operating margin for the division was 19.9% in the fiscal 2025 second quarter representing the second strongest adjusted operation margin in our history. Bookings were strong and despite the sizable conversion of backlog to revenue in the quarter, the Security division quarter-ended backlog increased to a record high. This gives us significant confidence that the positive momentum in the Security division will continue.”

Mr. Mehra continued, “Our Optoelectronics and Manufacturing division again delivered solid financial results in the fiscal 2025 second quarter with year-over-year growth in revenues and operating income. This division continues to benefit from our vertically-integrated global manufacturing footprint and is well-positioned to take advantage of future growth opportunities.”

Mr. Mehra concluded, “We are encouraged by the Q2 sales growth and bookings momentum in our Healthcare division and continue to focus on new product development, principally in our patient monitoring portfolio.”

Fiscal Year 2025 Outlook

	Current Updated Guidance	Previous Guidance

Revenues	$1.685 billion - $1.710 billion	$1.670 billion - $1.695 billion
*Growth Rate*	9.5% - 11.1%	8.5% - 10.2%

Non-GAAP Diluted Earnings Per Share	$9.10 - $9.40	$9.00 - $9.30
*Growth Rate*	11.9% - 15.6%	10.7% - 14.4%

The Company is increasing its fiscal 2025 revenues and non-GAAP diluted earnings per share guidance, as reflected above. Actual revenues and adjusted diluted earnings per share could vary from this guidance due to factors discussed under “Forward-Looking Statements” or other factors.

The Company’s fiscal 2025 adjusted diluted earnings per share guidance is provided on a non-GAAP basis only. The Company does not provide a reconciliation of guidance for non-GAAP adjusted diluted EPS to GAAP diluted EPS (the most directly comparable GAAP measure) on a forward-looking basis because the Company is unable to provide a meaningful or accurate compilation of reconciling items and certain information is not available. This is due to the inherent difficulty and complexity in accurately forecasting the timing and amounts of various items included in the calculation of GAAP diluted EPS but excluded in the calculation of non-GAAP adjusted diluted EPS, such as acquisition costs and other non-recurring items that have not yet occurred, are out of the Company’s control or cannot otherwise reasonably be predicted. For the same reasons, the Company is unable to address the significance of unavailable information which may be material and therefore could result in GAAP diluted EPS, the most directly comparable GAAP financial measure, being materially different from projected non-GAAP adjusted diluted EPS.

Presentation of Non-GAAP Financial Measures

This earnings release includes a presentation of non-GAAP net income, non-GAAP diluted earnings per share, non-GAAP operating income (loss) by segment and non-GAAP operating margin, all of which are non-GAAP financial measures. The presentation of these non-GAAP figures for all fiscal periods is provided to allow for the comparison of the underlying performance of the Company, net of impairment, restructuring and other charges (including certain legal costs), amortization of intangible assets acquired through business acquisitions, and their associated tax effects, and the impact of discrete income tax items. Although we exclude amortization of acquired intangible assets from our non-GAAP figures, revenue generated from such intangibles is included within revenue in determining non-GAAP financial performance of the Company. Management believes that the non-GAAP financial measures presented in this earnings release provide (i) enhanced insight into the ongoing operations of the Company, (ii) meaningful information regarding the Company’s financial results (excluding amounts management does not view as reflective of ongoing operating results) for purposes of planning, forecasting and assessing the performance of the Company’s businesses, (iii) a meaningful comparison of financial results of the current period against results of past periods and (iv) financial results that are generally more comparable to financial results of peer companies than are GAAP figures. Non-GAAP financial measures should not be assessed in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. These non-GAAP measures may not be the same as measures used by other companies due to possible differences in methods and in the items or events for which adjustments are made.

Reconciliations of GAAP financial information to non-GAAP financial information are provided in the accompanying tables. The financial results calculated in accordance with GAAP and reconciliations from those financial results should be carefully evaluated.

Conference Call Information

The Company will host a conference call and simultaneous webcast beginning at 9:00am PT (12:00pm ET) today to discuss its financial results for the periods presented in this earnings release. To listen, please visit the Investor Relations section of the OSI Systems website at http://investors.osi-systems.com/index.cfm and follow the link that will be posted on the front page. A replay of the webcast will be available beginning shortly after the conclusion of the conference call until February 7, 2025. The replay can be accessed through the Company’s website at www.osi-systems.com.

About OSI Systems

OSI Systems is a vertically integrated designer and manufacturer of specialized electronic systems and components for critical applications in the homeland security, healthcare, defense and aerospace industries. The Company combines more than 40 years of electronics engineering and manufacturing experience with offices and production facilities in more than a dozen countries to implement a strategy of expansion into selective end-product markets. For more information on OSI Systems and its subsidiary companies, visit www.osi-systems.com. News Filter: OSIS-E

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to the Company's current expectations, beliefs, and projections concerning matters that are not historical facts. Forward-looking statements are not guarantees of future performance and involve uncertainties, risks, assumptions, and contingencies, many of which are outside the Company's control and which may cause actual results to differ materially from those described in or implied by any forward-looking statement. Forward-looking statements include, but are not limited to, information provided regarding expected revenues, earnings, growth, and operational performance in fiscal 2025 and beyond. The Company 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; the impact of potential information technology, cybersecurity or data security breaches; changes in domestic and foreign government spending and budgetary, procurement and trade policies adverse to the Company's businesses; the impact of the Russia-Ukraine conflict or conflicts in the Middle East, including the potential for broad economic disruption; global economic uncertainty; material delays and cancellations of orders or deliveries thereon, supply chain disruptions, plant closures, or other adverse impacts on the Company’s ability to execute business plans; unfavorable currency exchange rate fluctuations; unfavorable interest rate fluctuations; effect of changes in tax legislation; market acceptance of the Company's new and existing technologies, products, and services; the Company's ability to win new business and convert orders received to sales within the current fiscal year; 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 the Company's Securities and Exchange Commission filings, which could have a material and adverse impact on the Company's business, financial condition, and results of operations. For additional information on these and other factors that could cause the Company's future results to differ materially from those in any forward-looking statements, see the section titled "Risk Factors" in the Company's most recently filed Annual Report on Form 10-K and other risks described therein and in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission. Undue reliance should not be placed on forward-looking statements, which are based on currently available information and speak only as of the date on which they are made. The Company assumes no obligation to update any forward-looking statement made in this press release that becomes untrue because of subsequent events, new information, or otherwise, except to the extent required to do so under federal securities laws.

For Additional Information, Contact:

OSI Systems, Inc.

Ajay Vashishat

Vice President, Business Development

Tel: (310) 349-2237

avashishat@osi-systems.com

OSI SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED Consolidated Statements of Operations

(in thousands, except per share data)

	Three Months Ended December 31,						Six Months Ended December 31,
	2023			2024			2023			2024
Revenues:
Products	$	290,179		$	333,671		$	489,888		$	589,479
Services		83,056			86,149			162,557			174,348
Total net revenues		373,235			419,820			652,445			763,827
Cost of goods sold:
Products		187,385			224,087			324,368			394,509
Services		44,549			48,582			88,031			100,665
Total cost of goods sold		231,934			272,669			412,399			495,174
Gross profit		141,301			147,151			240,046			268,653
Operating expenses:
Selling, general and administrative		71,604			70,722			131,402			142,945
Research and development		16,350			18,257			32,272			36,030
Restructuring and other charges, net		1,026			215			1,492			1,393
Total operating expenses		88,980			89,194			165,166			180,368
Income from operations		52,321			57,957			74,880			88,285
Interest and other expense, net		(6,534	)		(8,619	)		(12,282	)		(15,978	)
Income before income taxes		45,787			49,338			62,598			72,307
Provision for income taxes		(9,234	)		(11,519	)		(13,166	)		(16,552	)

Net income	$	36,553		$	37,819		$	49,432		$	55,755

Diluted earnings per share	$	2.11		$	2.22		$	2.87		$	3.27
Weighted average shares outstanding – diluted		17,302			17,040			17,238			17,048

UNAUDITED Segment Information

(in thousands)

	Three Months Ended December 31,						Six Months Ended December 31,
	2023			2024			2023			2024
Revenues – by Segment:
Security division	$	249,975		$	289,987		$	414,604		$	514,301
Optoelectronics and Manufacturing division, including intersegment revenues		98,097			100,743			194,225			198,538
Healthcare division		41,850			44,854			79,637			81,956
Intersegment eliminations		(16,687	)		(15,764	)		(36,021	)		(30,968	)
Total	$	373,235		$	419,820		$	652,445		$	763,827

Operating income (loss) – by Segment:
Security division	$	51,856		$	54,053		$	72,465		$	82,909
Optoelectronics and Manufacturing division		11,621			12,282			23,058			22,891
Healthcare division		429			1,722			593			2,522
Corporate		(11,183	)		(9,670	)		(21,099	)		(19,180	)
Intersegment eliminations		(402	)		(430	)		(137	)		(857	)
Total	$	52,321		$	57,957		$	74,880		$	88,285

OSI SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 30, 2024		December 31, 2024
Assets

Cash and cash equivalents	$	95,353	$	101,633
Accounts receivable, net		648,155		703,933
Inventories		397,939		441,795
Prepaid expenses and other current assets		74,077		77,208
Total current assets		1,215,524		1,324,569
Property and equipment, net		113,967		124,023
Goodwill		351,480		382,166
Intangible assets, net		139,529		181,954
Other non-current assets		115,508		118,202
Total Assets	$	1,936,008	$	2,130,914

Liabilities and Stockholders' Equity

Bank lines of credit	$	384,000	$	236,000
Current portion of long-term debt		8,167		8,200
Accounts payable and accrued expenses		248,427		261,960
Other current liabilities		174,043		197,558
Total current liabilities		814,637		703,718
Long-term debt		129,383		466,560
Other long-term liabilities		128,505		134,806
Total liabilities		1,072,525		1,305,084
Total stockholders’ equity		863,483		825,830
Total Liabilities and Stockholders’ Equity	$	1,936,008	$	2,130,914

Reconciliation of GAAP to Non-GAAP
NET INCOME AND DILUTED EARNINGS PER SHARE
(in thousands, except earnings per share data)

	Three Months Ended December 31,												Six Months Ended December 31,
	2023						2024						2023						2024
	Net income			EPS			Net income			EPS			Net income			EPS			Net income			EPS
GAAP basis	$	36,553		$	2.11		$	37,819		$	2.22		$	49,432		$	2.87		$	55,755		$	3.27
Restructuring and other charges, net		1,026			0.06			215			0.01			1,492			0.09			1,393			0.09
Amortization of acquired intangible assets		4,680			0.27			4,698			0.28			8,387			0.48			8,565			0.50
Tax benefit of above adjustments		(1,465	)		(0.08	)		(1,179	)		(0.07	)		(2,544	)		(0.15	)		(2,390	)		(0.14	)
Discrete tax benefit		(2,540	)		(0.15	)		(320	)		(0.02	)		(2,953	)		(0.17	)		(802	)		(0.05	)
Non-GAAP basis	$	38,254		$	2.21		$	41,233		$	2.42		$	53,814		$	3.12		$	62,521		$	3.67

RECONCILIATION OF GAAP TO NON-GAAP

OPERATING INCOME (LOSS) AND OPERATING MARGIN BY SEGMENT

(in thousands, except percentages)

Three Months Ended December 31, 2023
	Security Division					Optoelectronics and Manufacturing Division					Healthcare Division					Corporate / Elimination			Total
			% of Sales					% of Sales					% of Sales								% of Sales
GAAP basis – operating income (loss)	$	51,856		20.7	%	$	11,621		11.8	%	$	429		1.0	%	$	(11,585	)	$	52,321		14.0	%
Restructuring and other charges, net		164		0.1	%		525		0.5	%		-		-			337			1,026		0.3	%
Amortization of acquired intangible assets		3,339		1.3	%		1,039		1.1	%		302		0.7	%		-			4,680		1.2	%
Non-GAAP basis– operating income (loss)	$	55,359		22.1	%	$	13,185		13.4	%	$	731		1.7	%	$	(11,248	)	$	58,027		15.5	%

Three Months Ended December 31, 2024
	Security Division					Optoelectronics and Manufacturing Division					Healthcare Division					Corporate / Elimination			Total
			% of Sales					% of Sales					% of Sales								% of Sales
GAAP basis – operating income (loss)	$	54,053		18.6	%	$	12,282		12.2	%	$	1,722		3.8	%	$	(10,100	)	$	57,957		13.8	%
Restructuring and other charges, net		-		-			-		-			-		-			215			215		0.1	%
Amortization of acquired intangible assets		3,722		1.3	%		590		0.6	%		386		0.9	%		-			4,698		1.1	%
Non-GAAP basis– operating income (loss)	$	57,775		19.9	%	$	12,872		12.8	%	$	2,108		4.7	%	$	(9,885	)	$	62,870		15.0	%

Six Months Ended December 31, 2023
	Security Division					Optoelectronics and Manufacturing Division					Healthcare Division					Corporate / Elimination			Total
			% of Sales					% of Sales					% of Sales								% of Sales
GAAP basis – operating income (loss)	$	72,465		17.5	%	$	23,058		11.9	%	$	593		0.7	%	$	(21,236	)	$	74,880		11.5	%
Restructuring and other charges, net		436		0.1	%		576		0.3	%		-		0.0	%		480			1,492		0.2	%
Amortization of acquired intangible assets		5,966		1.4	%		1,818		0.9	%		603		0.8	%		-			8,387		1.3	%
Non-GAAP basis– operating income (loss)	$	78,867		19.0	%	$	25,452		13.1	%	$	1,196		1.5	%	$	(20,756	)	$	84,759		13.0	%

Six Months Ended December 31, 2024
	Security Division					Optoelectronics and Manufacturing Division					Healthcare Division					Corporate / Elimination			Total
			% of Sales					% of Sales					% of Sales								% of Sales
GAAP basis – operating income (loss)	$	82,909		16.1	%	$	22,891		11.5	%	$	2,522		3.1	%	$	(20,037	)	$	88,285		11.6	%
Restructuring and other charges, net		479		0.1	%		547		0.3	%		152		0.2	%		215			1,393		0.2	%
Amortization of acquired intangible assets		6,708		1.3	%		1,170		0.6	%		687		0.8	%		-			8,565		1.1	%
Non-GAAP basis– operating income (loss)	$	90,096		17.5	%	$	24,608		12.4	%	$	3,361		4.1	%	$	(19,822	)	$	98,243		12.9	%

Cover	Jan. 23, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 23, 2025
Entity File Number	000-23125
Entity Registrant Name	OSI SYSTEMS, INC.
Entity Central Index Key	0001039065
Entity Tax Identification Number	33-0238801
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12525 CHADRON AVENUE
Entity Address, City or Town	HAWTHORNE
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90250
City Area Code	310
Local Phone Number	978-0516
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	OSIS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false