OSI Systems, Inc.
OSI SYSTEMS INC (Form: 10-Q, Received: 04/25/2012 12:41:00)

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

 

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

 

For the quarterly period ended March 31, 2012

 

OR

 

o          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 000-23125

 


 

OSI SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

33-0238801

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

12525 Chadron Avenue

Hawthorne, California 90250

(Address of principal executive offices) (Zip Code)

 

(310) 978-0516

(Registrant’s telephone number, including area code)

 

N/A

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

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  o

 

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

 

Large accelerated filer  o

 

Accelerated filer  x

 

 

 

Non-accelerated filer  o

 

Smaller reporting company  o

(Do not check if a smaller reporting company)

 

 

 

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

 

As of April 23, 2012, there were 19,854,798 shares of the registrant’s common stock outstanding.

 

 

 



Table of Contents

 

OSI SYSTEMS, INC.

I NDEX

 

 

 

 

PAGE

PART I — FINANCIAL INFORMATION

3

 

Item 1 —

Condensed Consolidated Financial Statements

3

 

 

Condensed Consolidated Balance Sheets at June 30, 2011 and March 31, 2012

3

 

 

Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2011 and 2012

4

 

 

Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 2011 and 2012

5

 

 

Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2011 and 2012

6

 

 

Notes to Condensed Consolidated Financial Statements

7

 

Item 2 —

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15

 

Item 3 —

Quantitative and Qualitative Disclosures about Market Risk

20

 

Item 4 —

Controls and Procedures

21

 

 

 

 

PART II — OTHER INFORMATION

22

 

Item 1 —

Legal Proceedings

22

 

Item 1A —

Risk Factors

22

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

22

 

Item 3

Defaults Upon Senior Securities

22

 

Item 4

Mine Safety Disclosures

22

 

Item 5

Other Information

22

 

Item 6 —

Exhibits

22

Signatures

23

 

2



Table of Contents

 

PART I. FINANCIAL INFORMATION

 

Item 1.                                   Condensed Consolidated Financial Statements

 

OSI SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

(Unaudited)

 

 

 

June 30,

 

March 31,

 

 

 

2011

 

2012

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

55,619

 

$

90,787

 

Accounts receivable, net

 

136,716

 

157,830

 

Inventories

 

169,634

 

202,452

 

Deferred income taxes

 

17,156

 

17,620

 

Prepaid expenses and other current assets

 

26,161

 

17,277

 

Total current assets

 

405,286

 

485,966

 

Property and equipment, net

 

55,017

 

91,160

 

Goodwill

 

70,292

 

77,365

 

Intangible assets, net

 

33,707

 

33,537

 

Other assets

 

20,614

 

33,713

 

 

 

 

 

 

 

Total assets

 

$

584,916

 

$

721,741

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

 

$

66,462

 

$

64,081

 

Accrued payroll and employee benefits

 

24,417

 

22,135

 

Advances from customers

 

25,191

 

22,716

 

Accrued warranties

 

14,530

 

16,137

 

Deferred revenue

 

15,956

 

13,290

 

Other accrued expenses and current liabilities

 

14,425

 

16,634

 

Total current liabilities

 

160,981

 

154,993

 

Long-term debt

 

2,756

 

2,579

 

Advances from customers

 

 

100,000

 

Other long-term liabilities

 

36,379

 

45,570

 

 

 

 

 

 

 

Total liabilities

 

200,116

 

303,142

 

Commitments and contingencies (Note 7)

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Preferred stock, $0.001 par value—authorized, 10,000,000 shares; no shares issued or outstanding

 

 

 

Common stock, $0.001 par value—authorized, 100,000,000 shares; issued and outstanding, 19,507,065 at June 30, 2011 and 19,853,936 shares at March 31, 2012

 

272,552

 

279,029

 

Retained earnings

 

110,103

 

139,740

 

Accumulated other comprehensive income (loss)

 

2,145

 

(170

)

Total stockholders’ equity

 

384,800

 

418,599

 

Total liabilities and stockholders’ equity

 

$

584,916

 

$

721,741

 

 

See accompanying notes to condensed consolidated financial statements.

 

3



Table of Contents

 

OSI SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

 

 

 

For the Three Months Ended
March 31,

 

For the Nine Months Ended
March 31,

 

 

 

2011

 

2012

 

2011

 

2012

 

Revenues

 

$

174,931

 

$

208,439

 

$

472,671

 

$

557,749

 

Cost of goods sold

 

112,678

 

139,308

 

303,497

 

369,937

 

Gross profit

 

62,253

 

69,131

 

169,174

 

187,812

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

37,116

 

37,063

 

103,050

 

107,409

 

Research and development

 

12,436

 

12,932

 

33,509

 

35,358

 

Restructuring and other charges

 

905

 

931

 

2,064

 

931

 

Total operating expenses

 

50,457

 

50,926

 

138,623

 

143,698

 

Income from operations

 

11,796

 

18,205

 

30,551

 

44,114

 

Interest expense and other income, net

 

612

 

(792

)

(484

)

(2,312

)

Income before provision for income taxes

 

12,408

 

17,413

 

30,067

 

41,802

 

Provision for income taxes

 

3,642

 

4,838

 

8,691

 

12,165

 

Net income

 

$

8,766

 

$

12,575

 

$

21,376

 

$

29,637

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.46

 

$

0.63

 

$

1.14

 

$

1.51

 

Diluted

 

$

0.45

 

$

0.62

 

$

1.10

 

$

1.46

 

Shares used in per share calculation:

 

 

 

 

 

 

 

 

 

Basic

 

18,978

 

19,815

 

18,721

 

19,692

 

Diluted

 

19,687

 

20,433

 

19,424

 

20,253

 

 

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

 

OSI SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(amounts in thousands)

(Unaudited)

 

 

 

For the Three Months Ended
March 31,

 

For the Nine Months Ended
March 31,

 

 

 

2011

 

2012

 

2011

 

2012

 

Net income

 

$

8,766

 

$

12,575

 

$

21,376

 

$

29,637

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

2,983

 

2,863

 

6,778

 

(2,529

)

Other

 

(169

)

205

 

1,005

 

214

 

Other comprehensive income (loss)

 

2,814

 

3,068

 

7,783

 

(2,315

)

Comprehensive income

 

$

11,580

 

$

15,643

 

$

29,159

 

$

27,322

 

 

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

 

OSI SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(Unaudited)

 

 

 

For the Nine Months Ended
March 31,

 

 

 

2011

 

2012

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

21,376

 

$

29,637

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

13,819

 

14,899

 

Stock based compensation expense

 

4,284

 

5,345

 

Provision for losses on accounts receivable

 

761

 

52

 

Equity in earnings of unconsolidated affiliates

 

(391

)

(155

)

Deferred income taxes

 

1,071

 

(40

)

Other

 

170

 

47

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(1,686

)

(20,948

)

Inventories

 

(31,149

)

(33,468

)

Prepaid expenses and other current assets

 

(2,101

)

(3,946

)

Accounts payable

 

24,078

 

(2,976

)

Accrued payroll and related expenses

 

(4,061

)

(2,052

)

Advances from customers

 

(6,019

)

98,853

 

Accrued warranties

 

2,839

 

1,659

 

Deferred revenue

 

1,451

 

(20

)

Other accrued expenses and current liabilities

 

204

 

(705

)

Net cash provided by operating activities

 

24,646

 

86,182

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Acquisition of property and equipment

 

(7,506

)

(44,199

)

Acquisition of businesses-net of cash acquired

 

(5,558

)

(3,189

)

Acquisition of intangible and other assets

 

(2,897

)

(3,085

)

Net cash used in investing activities

 

(15,961

)

(50,473

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Payments on long-term debt

 

(32,546

)

(163

)

Payments of capital lease obligations

 

(710

)

 

Proceeds from exercise of stock options and employee stock purchase plan

 

9,912

 

4,796

 

Repurchase of common shares

 

 

(3,664

)

Net cash provided by (used in) financing activities

 

(23,344

)

969

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

2,300

 

(1,510

)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

(12,359

)

35,168

 

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

 

51,989

 

55,619

 

CASH AND CASH EQUIVALENTS - END OF PERIOD

 

$

39,630

 

$

90,787

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Interest paid

 

$

1,062

 

$

2,184

 

Income taxes paid

 

$

5,673

 

$

5,460

 

 

See accompanying notes to condensed consolidated financial statements.

 

6



Table of Contents

 

OSI SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Basis of Presentation

 

Description of Business

 

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

 

The Company has three operating divisions: (i) Security, providing security inspection systems and related services; (ii) Healthcare, providing patient monitoring, diagnostic cardiology and anesthesia systems, and related services; and (iii) Optoelectronics and Manufacturing, providing specialized electronic components for the Security and Healthcare divisions as well as for applications in the defense and aerospace markets, among others.

 

Through its Security division, the Company designs, manufactures, markets and services security and inspection systems worldwide, and provides turnkey security screening solutions. The Security division’s products are used to inspect baggage, cargo, vehicles and other objects for weapons, explosives, drugs and other contraband, and to screen people. These products and services are also used for the safe, accurate and efficient verification of cargo manifests for the purpose of assessing duties and monitoring the export and import of controlled materials.

 

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

 

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

 

Basis of Presentation

 

The condensed consolidated financial statements include the accounts of OSI Systems, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to interim financial reporting guidelines and the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the periods presented have been included. These condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011, filed with the Securities and Exchange Commission on August 26, 2011. The results of operations for the three and nine months ended March 31, 2012, are not necessarily indicative of the operating results to be expected for the full fiscal year or any future periods.

 

Per Share Computations

 

The Company computes basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. The Company computes diluted earnings per share by dividing net income available to common stockholders by the sum of the weighted average number of common and dilutive potential common shares outstanding. Potential common shares consist of the shares issuable upon the exercise of stock options or warrants under the treasury stock method.  Stock options to purchase a total of 0.1 million shares, of common stock for the nine months ended March 31, 2011 were not included in diluted earnings per share calculations because to do so would have been antidilutive, while no such shares were excluded from the calculations for the nine months ended March 31, 2012, and no shares were excluded from the calculation for the three months ended March 31, 2012 and 2011, respectively.

 

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Table of Contents

 

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

 

 

 

Three Months Ended
March 31,

 

Nine Months Ended
March 31,

 

 

 

2011

 

2012

 

2011

 

2012

 

Net income available to common stockholders

 

$

8,766

 

$

12,575

 

$

21,376

 

$

29,637

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding — basic

 

18,978

 

19,815

 

18,721

 

19,692

 

Dilutive effect of stock options and warrants

 

709

 

618

 

703

 

561

 

Weighted average of shares outstanding — diluted

 

19,687

 

20,433

 

19,424

 

20,253

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

0.46

 

$

0.63

 

$

1.14

 

$

1.51

 

Diluted net income per share

 

$

0.45

 

$

0.62

 

$

1.10

 

$

1.46

 

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash, marketable securities, derivative instruments, accounts receivable, accounts payable and debt instruments. The carrying values of financial instruments, other than debt instruments, are representative of their fair values due to their short-term maturities. The carrying values of the Company’s long-term debt instruments are considered to approximate their fair values because the interest rates of these instruments are variable or comparable to current rates offered to the Company.

 

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 Company has determined that all of its marketable securities fall into the “Level 1” category, which values assets at the quoted prices in active markets for identical assets; while the Company’s derivative instruments fall into the “Level 2” category, which values assets and liabilities from observable inputs other than quoted market prices. There were no assets or liabilities where “Level 3” valuation techniques were used and there were no assets and liabilities measured at fair value on a non-recurring basis.

 

The fair values of the Company’s assets (liabilities) were:

 

 

 

June 30,
2011

 

March 31,
2012

 

Level 1

 

$

8,115

 

$

9,801

 

Level 2

 

(187

)

253

 

Total

 

$

7,928

 

$

10,054

 

 

Derivative Instruments and Hedging Activity

 

The Company’s use of derivatives consists primarily of foreign exchange contracts. As of March 31, 2012, the Company had outstanding foreign currency forward contracts of approximately $6.2 million.  These contracts do not meet the criteria as an effective cash flow hedge.  Therefore, the net gain (loss) is reported in Interest expense and other income, net in the condensed consolidated statement of operations.

 

Business Combinations

 

During the normal course of business the Company makes acquisitions.  In the event that an individual acquisition (or an aggregate of acquisitions) is material, appropriate disclosure of such acquisition activity is disclosed.

 

Recent Accounting Updates

 

In December 2011, the Financial Accounting Standards Board issued accounting standards update ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities , which is intended to facilitate comparison between entities reporting under U.S. GAAP and IFRS in disclosing derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements.  Both the gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement are required to be disclosed.  The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.  The Company has not yet adopted this update and is currently evaluating the impact it may have on its financial disclosures.

 

In December 2011, the Financial Accounting Standards Board issued accounting standards update ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which defers the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income in Accounting Standards Update 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income.  The ASU is effective at the same time as the amendments in Update 2011-05.  The Company early adopted ASU No. 2011-05 and will await the outcome from the FASB’s further evaluation of the reclassification presentation treatment.

 

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Table of Contents

 

2. Balance Sheet Details

 

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

 

 

 

June 30,
2011

 

March 31,
2012

 

Accounts receivable

 

 

 

 

 

Trade receivables

 

$

142,509

 

$

162,506

 

Less: allowance for doubtful accounts

 

(5,793

)

(4,676

)

Accounts receivable, net

 

$

136,716

 

$

157,830

 

 

 

 

June 30,
2011

 

March 31,
2012

 

Inventories, net

 

 

 

 

 

Raw materials

 

$

92,373

 

$

103,528

 

Work-in-process

 

37,202

 

33,177

 

Finished goods

 

40,059

 

65,747

 

Total

 

$

169,634

 

$

202,452

 

 

 

 

June 30,
2011

 

March 31,
2012

 

Property and equipment

 

 

 

 

 

Land

 

$

5,296

 

$

5,278

 

Buildings and improvements

 

9,638

 

11,936

 

Leasehold improvements

 

12,989

 

13,369

 

Equipment and tooling

 

70,272

 

73,500

 

Furniture and fixtures

 

4,431

 

4,501

 

Computer equipment

 

14,034

 

14,532

 

Software

 

14,618

 

15,313

 

Construction in process

 

1,832

 

33,829

 

Total

 

133,110

 

172,258

 

Less: accumulated depreciation and amortization

 

(78,093

)

(81,098

)

Property and equipment, net

 

$

55,017

 

$

91,160

 

 

Depreciation expense totaled $10.6 million and $11.5 million for the nine months ended March 31, 2011 and 2012, respectively; and $3.6 million and $4.0 million for the three months ended March 31, 2011 and 2012, respectively.

 

3. Goodwill and Intangible Assets

 

The goodwill acquired during the nine months ended March 31, 2012 within the Security division related to an acquisition of a business that was considered immaterial to the Company.  The changes in the carrying value of goodwill for the nine month period ended March 31, 2012, are as follows (in thousands):

 

 

 

Security

 

Healthcare

 

Optoelectronics
and
Manufacturing

 

Consolidated

 

Balance as of June 30, 2011

 

$

21,040

 

$

35,612

 

$

13,640

 

$

70,292

 

Goodwill acquired or adjusted during the period

 

8,502

 

344

 

(1,435

)

7,411

 

Foreign currency translation adjustment

 

(304

)

(18

)

(16

)

(338

)

Balance as of March 31, 2012

 

$

29,238

 

$

35,938

 

$

12,189

 

$

77,365

 

 

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Table of Contents

 

Intangible assets consisted of the following (in thousands):

 

 

 

 

 

June 30, 2011

 

March 31, 2012

 

 

 

Weighted
Average
Lives

 

Gross
Carrying
Value

 

Accumulated
Amortization

 

Intangibles
Net

 

Gross
Carrying
Value

 

Accumulated
Amortization

 

Intangibles
Net

 

Amortizable assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software development costs

 

5 years

 

$

13,090

 

$

3,807

 

$

9,283

 

$

14,549

 

$

3,848

 

$

10,701

 

Patents

 

15 years

 

2,975

 

449

 

2,526

 

4,095

 

491

 

3,604

 

Core technology

 

10 years

 

2,151

 

1,376

 

775

 

2,141

 

1,530

 

611

 

Developed technology

 

13 years

 

18,823

 

10,718

 

8,105

 

18,639

 

11,986

 

6,653

 

Customer relationships/backlog

 

7 years

 

10,411

 

6,824

 

3,587

 

10,408

 

7,866

 

2,542

 

Total amortizable assets

 

 

 

47,450

 

23,174

 

24,276

 

49,832

 

25,721

 

24,111

 

Non-amortizable assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

 

 

9,431

 

 

9,431

 

9,426

 

 

9,426

 

Total intangible assets

 

 

 

$

56,881

 

$

23,174

 

$

33,707

 

$

59,258

 

$

25,721

 

$

33,537

 

 

Amortization expense related to intangibles assets totaled $3.2 million and $3.4 million for the nine months ended March 31, 2011 and 2012, respectively; and $1.1 million for both the three months ended March 31, 2011 and 2012.  At March 31, 2012, the estimated future amortization expense was as follows (in thousands):

 

2012 (remaining 3 months)

 

$

1,107

 

2013

 

4,228

 

2014

 

3,043

 

2015

 

1,648

 

2016

 

1,516

 

2017

 

1,316

 

2018 and thereafter

 

11,253

 

Total

 

$

24,111

 

 

4. Borrowings

 

The Company has a credit agreement with a syndicate of banks for a $425 million revolving credit facility.  This credit agreement, as amended, maturing November 2016, consists of a $425 million revolving credit facility, including a $375 million sub-limit for letters of credit.  Borrowings under this facility bear interest at the London Interbank Offered Rate (LIBOR) plus a margin of 1.50%.  This margin is determined by the Company’s consolidated leverage ratio and may range from 1.5% to 2.0%.  The Company’s borrowings under the credit agreement are guaranteed by the Company’s U.S.-based subsidiaries and are secured by substantially all of the Company’s and certain subsidiaries’ assets. The agreement contains various representations, warranties, affirmative, negative and financial covenants, and conditions of default customary for financing agreements of this type. As of March 31, 2012, there was no debt outstanding under the revolving credit facility and $182.0 million was outstanding under the letter-of-credit facility.

 

Several of the Company’s foreign subsidiaries maintain bank lines-of-credit, denominated in local currencies, to meet short-term working capital requirements and for the issuance of letters-of-credit. As of March 31, 2012, $9.5 million was outstanding under these letter-of-credit facilities, while no debt was outstanding. As of March 31, 2012, the total amount available under these credit facilities was $21.3 million, with a total cash borrowing sub-limit of $4.2 million.

 

In fiscal 2005, the Company entered into a bank loan of $5.3 million to fund the acquisition of land and buildings in the U.K. The loan is payable over a 20-year period. The loan bears interest at British pound-based LIBOR plus 1.2%, payable on a quarterly basis. As of March 31, 2012, $2.8 million remained outstanding under this loan at an interest rate of 2.0% per annum.

 

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

 

 

 

June 30,
2011

 

March 31,
2012

 

Twenty-year term loan due in fiscal 2024

 

$

2,977

 

$

2,798

 

Less current portion of long-term debt (in other accrued expenses and current liabilities)

 

221

 

219

 

Long-term portion of debt

 

$

2,756

 

$

2,579

 

 

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Table of Contents

 

5. Stock-based Compensation

 

As of March 31, 2012, the Company maintained an equity participation plan and an employee stock purchase plan.

 

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

 

 

 

Three Months Ended
March 31,

 

Nine Months Ended
March 31,

 

 

 

2011

 

2012

 

2011

 

2012

 

Cost of goods sold

 

$

111

 

$

125

 

$

281

 

$

355

 

Selling, general and administrative

 

1,358

 

1,695

 

3,827

 

4,804

 

Research and development

 

63

 

63

 

176

 

186

 

Total stock-based compensation expense

 

$

1,532

 

$

1,883

 

$

4,284

 

$

5,345

 

 

As of March 31, 2012, total unrecognized compensation cost related to non-vested share-based compensation arrangements granted was approximately $14.4 million. The Company expects to recognize these costs over a weighted-average period of 2.7 years.

 

6. Retirement Benefit Plans

 

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

 

 

 

Three Months Ended
March 31,

 

Nine Months Ended
March 31,

 

 

 

2011

 

2012

 

2011

 

2012

 

Service cost

 

$

130

 

$

160

 

$

408

 

$

515

 

Amortization of net loss

 

112

 

112

 

335

 

336

 

Net periodic pension expense

 

$

242

 

$

272

 

$

743

 

$

851

 

 

For the three months ended March 31, 2011 and 2012, the Company made contributions of $0.1 million and $0.5 million, respectively to these defined benefit plans. For the nine months ended March 31, 2011 and 2012, the Company made contributions of $1.0 million and $0.6 million, respectively, to these defined benefit plans.

 

In addition, the Company maintains various defined contribution plans. For each of the three months ended March 31, 2011 and 2012, the Company made contributions of $0.9 million to these defined contribution plans. For the nine months ended March 31, 2011 and 2012, the Company made contributions of $2.8 million and $3.0 million, respectively, to these defined contribution plans.

 

7. Commitments and Contingencies

 

Legal Proceedings

 

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

 

Contingent Acquisition Obligations

 

Under the terms and conditions of the purchase agreements associated with certain acquisitions, the Company may be obligated to make additional payments based on the achievement of certain sales or profitability milestones by the acquired operations.  The maximum amount of such payments under arrangements with contingent consideration caps is $62 million. In addition, one of the purchase agreements the Company entered into requires royalty payments through 2022 based on the license of, or sales of products containing the technology of CXR Limited, a company acquired in 2004.

 

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For acquisitions that occurred prior to fiscal year 2010, the Statement of Financial Accounting Standards for “ Business Combinations ,” the then prevailing accounting standard, required the Company to account for such contingent payments as an addition to the purchase price of the acquired company. For subsequent acquisitions, the guidance under the Accounting Standards Codification for, “ Purchase Price Allocations ,” required that the estimated fair value of these obligations be recorded as a liability in the condensed consolidated balance sheets with subsequent revisions reflected in the condensed consolidated statements of operations. As of March 31, 2012, $14.5 million of contingent payment obligations are included in other long-term liabilities in the accompanying condensed consolidated balance sheets.

 

Advances from Customers

 

The Company receives advances from customers associated with certain projects.  In January 2012, the Company entered into an agreement with the Mexican government to provide a turnkey security screening solution along the country’s borders, and in its ports and airports .  Associated with the agreement, the Company was provided an advance totaling $100 million.  The Company is obligated to provide a guarantee until the advance has been earned.

 

Environmental Contingencies

 

The Company is subject to various environmental laws. The Company’s practice is to ensure that Phase I environmental site assessments are conducted for each of its properties in the United States at which the Company manufactures products in order to identify, as of the date of such report, potential areas of environmental concern related to past and present activities or from nearby operations. In certain cases, the Company has conducted further environmental assessments consisting of soil and groundwater testing and other investigations deemed appropriate by independent environmental consultants.

 

During one investigation, the Company discovered soil and groundwater contamination at its Hawthorne, California facility. The Company filed the requisite reports concerning this problem with the appropriate environmental authorities in fiscal 2001. The Company has not yet received any response to such reports, and no agency action or litigation is presently pending or threatened. The Company’s site was previously used by other companies for semiconductor manufacturing similar to that presently conducted on the site by the Company, and it is not presently known who is responsible for the contamination or, if required, the remediation. The groundwater contamination is a known regional problem, not limited to the Company’s premises or its immediate surroundings.

 

The Company has also been informed of soil and groundwater evaluation efforts at a facility that its Ferson Technologies subsidiary previously leased in Ocean Springs, Mississippi.  Ferson Technologies occupied the facility until October 2003. The Company believes that the owner and previous occupants of the facility have primary responsibility for any remediation that may be required and have an agreement with the facility’s owner under which the owner is responsible for remediation of pre-existing conditions. However, as site evaluation efforts are still in progress, and may be for some time, the Company is unable at this time to ascertain whether Ferson Technologies bears any exposure for remediation costs under applicable environmental regulations.

 

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

 

Product Warranties

 

The Company offers its customers warranties on many of the products that it sells. These warranties typically provide for repairs and maintenance of the products if problems arise during a specified time period after original shipment. Concurrent with the sale of products, the Company records a provision for estimated warranty expenses with a corresponding increase in cost of goods sold. The Company periodically adjusts this provision based on historical experience and anticipated expenses. The Company charges actual expenses of repairs under warranty, including parts and labor, to this provision when incurred.

 

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

 

 

 

Three Months Ended
March 31,

 

Nine Months Ended
March 31,

 

 

 

2011

 

2012

 

2011

 

2012

 

Balance at beginning of period

 

$

12,069

 

$

15,382

 

$

10,930

 

$

14,530

 

Additions

 

3,175

 

2,052

 

6,145

 

4,702

 

Reductions for warranty repair costs and adjustments

 

(1,188

)

(1,297

)

(3,019

)

(3,095

)

Balance at end of period

 

$

14,056

 

$

16,137

 

$

14,056

 

$

16,137

 

 

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8. Income Taxes

 

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

 

9. Segment Information

 

The Company operates in three identifiable industry segments: (i) Security, providing security and inspection systems, and turnkey security screening solutions; (ii) Healthcare, providing patient monitoring, diagnostic cardiology and anesthesia systems; and (iii) Optoelectronics and Manufacturing, providing specialized electronic components for affiliated end-products divisions, as well as for applications in the healthcare, defense and aerospace markets, among others. The Company also has a Corporate segment that includes executive compensation and certain other general and administrative expenses. Interest expense and certain expenses related to legal, audit and other professional service fees are not allocated to industry segments. Both the Security and Healthcare divisions comprise primarily end-product businesses, whereas the Optoelectronics and Manufacturing division comprises businesses that primarily supply components and subsystems to original equipment manufacturers, including to the businesses of the Security and Healthcare divisions. All intersegment sales are eliminated in consolidation.

 

The following table presents segment and enterprise-wide information (in thousands):

 

 

 

Three Months Ended
March 31,

 

Nine Months Ended
March 31,

 

 

 

2011

 

2012

 

2011

 

2012

 

Revenues — by Segment:

 

 

 

 

 

 

 

 

 

Security division

 

$

88,173

 

$

111,796

 

$

215,973

 

$

273,370

 

Healthcare division

 

51,114

 

56,333

 

152,837

 

162,046

 

Optoelectronics and Manufacturing division, including intersegment revenues

 

47,865

 

49,975

 

137,458

 

154,425

 

Intersegment revenues elimination

 

(12,221

)

(9,665

)

(33,597

)

(32,092

)

Total

 

$

174,931

 

$

208,439

 

$

472,671

 

$

557,749

 

 

 

 

 

 

 

 

 

 

 

Revenues — by Geography:

 

 

 

 

 

 

 

 

 

North America

 

$

134,179

 

$

143,865

 

$

354,277

 

$

380,074

 

Europe

 

31,072

 

41,579

 

86,146

 

115,387

 

Asia

 

21,901

 

32,660

 

65,845

 

94,380

 

Intersegment revenues elimination

 

(12,221

)

(9,665

)

(33,597

)

(32,092

)

Total

 

$

174,931

 

$

208,439

 

$

472,671

 

$

557,749

 

 

 

 

Three Months Ended
March 31,

 

Nine Months Ended
March 31,

 

 

 

2011

 

2012

 

2011

 

2012

 

Operating income (loss) — by Segment:

 

 

 

 

 

 

 

 

 

Security division

 

$

8,177

 

$

10,557

 

$

17,292

 

$

22,403

 

Healthcare division

 

2,274

 

6,254

 

10,536

 

16,977

 

Optoelectronics and Manufacturing division

 

4,284

 

3,558

 

11,975

 

12,947

 

Corporate

 

(2,805

)

(2,552

)

(8,053

)

(8,458

)

Eliminations (1) 

 

(134

)

388

 

(1,199

)

245

 

Total

 

$

11,796

 

$

18,205

 

$

30,551

 

$

44,114

 

 

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Table of Contents

 

 

 

June 30,
2011

 

March 31,
2012

 

Assets — by Segment:

 

 

 

 

 

Security division

 

$

245,068

 

$

367,977

 

Healthcare division

 

152,048

 

155,434

 

Optoelectronics and Manufacturing division

 

109,961

 

114,383

 

Corporate

 

84,082

 

89,944

 

Eliminations (1) 

 

(6,243

)

(5,997

)

Total

 

$

584,916

 

$

721,741

 

 


(1)         Eliminations within operating income primarily reflect the change in the elimination of intercompany profit in inventory not-yet-realized; while the eliminations in assets reflect the amount of intercompany profits in inventory as of the balance sheet date. Such intercompany profit will be realized when inventory is shipped to the external customers of the Security and Healthcare divisions.

 

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Table of Contents

 

Item 2.                                     Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Statement

 

Certain statements contained in this Quarterly Report on Form 10-Q that are not related to historical results, including, without limitation, statements regarding our business strategy, objectives and future financial position, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and involve risks and uncertainties. These forward-looking statements may be identified by the use of forward-looking terms such as “anticipate,” “believe,” “expect,” “may,” “could,” “likely to,” “should,” or “will,” or by discussions of strategy that involve predictions which are based upon a number of future conditions that ultimately may prove to be inaccurate. Statements in this Quarterly Report on Form 10-Q that are forward-looking are based on current expectations and actual results may differ materially. Forward-looking statements involve numerous risks and uncertainties described in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K and other documents previously filed or hereafter filed by us from time to time with the Securities and Exchange Commission. Such factors, of course, do not include all factors that might affect our business and financial condition. Although we believe that the assumptions upon which our forward-looking statements are based are reasonable, such assumptions could prove to be inaccurate and actual results could differ materially from those expressed in or implied by the forward-looking statements. All forward-looking statements contained in this Quarterly Report on Form 10-Q are qualified in their entirety by this statement. 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.

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions and select accounting policies that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended June 30, 2011.

 

Recent Accounting Pronouncements

 

We describe recent accounting pronouncements in Item 1 — “Condensed Consolidated Financial Statements — Notes to Condensed Consolidated Financial Statements.”

 

Executive Summary

 

We are a vertically integrated designer and manufacturer of specialized electronic systems and components for critical applications, and provider of screening services.  We sell our products and provide related services in diversified markets, including homeland security, healthcare, defense and aerospace. We have three operating divisions: (i) Security, (ii) Healthcare and (iii) Optoelectronics and Manufacturing.

 

Security Division. Through our Security division, we design, manufacture, market and service security and inspection systems, and provide turnkey security screening solutions worldwide for sale primarily to U.S. federal, state and local government agencies as well as to international customers. These products and services are used to inspect baggage, cargo, vehicles and other objects for weapons, explosives, drugs and other contraband as well as to screen people. Revenues from our Security division accounted for 49% and 46% of our total consolidated revenues for the nine months ended March 31, 2012 and 2011, respectively.

 

As a result of the terrorist attacks of September 11, 2001, and subsequent attacks in other locations worldwide, security and inspection products have increasingly been used at a wide range of facilities other than airports, such as border crossings, railway stations, seaports, cruise line terminals, freight forwarding operations, sporting venues, government and military installations and nuclear facilities.  We believe that our wide-ranging product portfolio together with our ability to provide turnkey screening solutions position us to competitively pursue security and inspection opportunities as they arise throughout the world.

 

During our third quarter, our Security division won a six-year agreement with the Mexican government to provide a turnkey security screening solution along the country’s borders, and in its ports and airports.  Although we have yet to recognize any revenue related to this agreement, we have incurred expenses and made capital expenditures in preparation of its fulfillment.

 

Healthcare Division. Through our Healthcare division, we design, manufacture, market and service patient monitoring, diagnostic cardiology and anesthesia systems for sale primarily to hospitals and medical centers. Our products monitor patients in critical, emergency and perioperative care areas of the hospital and provide such information, through wired and wireless networks, to

 

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Table of Contents

 

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 29% and 32% of our total consolidated revenues for the nine months ended March 31, 2012 and 2011, respectively.

 

The healthcare markets in which we operate are highly competitive. We believe that our customers choose among competing products on the basis of product performance, functionality, value and service. We also believe that the worldwide economic slowdown has caused some hospitals and healthcare providers to delay purchases of our products and services.  During this period of uncertainty, we anticipated lower sales of patient monitoring, diagnostic cardiology and anesthesia systems products than what we had historically experienced, which negatively impact on our sales. Although there are indications that a recovery is underway, we cannot predict when the markets will fully recover and, therefore, when this period of delayed and diminished purchasing will end. A prolonged delay could have a material adverse effect on our business, financial condition and results of operations.

 

Optoelectronics and Manufacturing Division. Through our Optoelectronics and Manufacturing division, we design, manufacture and market optoelectronic devices and value-added manufacturing services worldwide for use in a broad range of applications, including aerospace and defense electronics, security and inspection systems, medical imaging and diagnostics, computed tomography, fiber optics, telecommunications, computer peripherals and industrial automation. We also provide our optoelectronic devices and value-added manufacturing services to our own Security and Healthcare divisions. External revenues from our Optoelectronics and Manufacturing division accounted for 22% of our total consolidated revenues for both the nine months ended March 31, 2012 and 2011.

 

Results of Operations for the Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011

 

Net Revenues

 

The table below and the discussion that follows are based upon the way in which we analyze our business. See Note 9 to the condensed consolidated financial statements for additional information about our business segments.

 

(in millions)

 

Q3
2011

 

% of
Net Sales

 

Q3
2012

 

% of
Net Sales

 

$ Change

 

% Change

 

Security division

 

$

88.2

 

51

%

$

111.8

 

54

%

$

23.6

 

27

%

Healthcare division

 

51.1

 

29

%

56.3

 

27

%

5.2

 

10

%

Optoelectronics and Manufacturing division

 

35.6

 

20

%

40.3

 

19

%

4.7

 

13

%

Total revenues

 

$

174.9

 

100

%

$

208.4

 

100

%

$

33.5

 

19

%

 

Total revenues for the three months ended March 31, 2012, increased $33.5 million, or 19%, to $208.4 million, from $174.9 million for the comparable prior-year period.

 

Revenues for the Security division for the three months ended March 31, 2012, increased $23.6 million, or 27%, to $111.8 million, from $88.2 million for the comparable prior-year period. The increase was primarily attributable to a $20.2 million increase in sales of equipment, primarily attributable to our performance as a prime contractor and hardware systems integrator on a large ongoing contract.

 

Revenues for the Healthcare division for the three months ended March 31, 2012, increased $5.2 million, or 10%, to $56.3 million, from $51.1 million for the comparable prior-year period.  The increase was primarily attributable to increased sales in our North American region.  Among our product lines, the overall increase was a result of: (i) a $4.3 million increase in patient monitoring product revenues; (ii) a $0.6 million increase in cardiology product revenue and; (iii) a $0.3 million increase in anesthesia product revenue.

 

Revenues for the Optoelectronics and Manufacturing division for the three months ended March 31, 2012, increased by $4.7 million, or 13%, to $40.3 million, from $35.6 million for the comparable prior-year period.  This increase was primarily attributable to: (i) a $1.1 million increase in commercial optoelectronics sales and (ii) a $3.6 million increase in contract manufacturing sales.

 

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Table of Contents

 

Gross Profit

 

(in millions)

 

Q3
2011

 

% of
Net Sales

 

Q3
2012

 

% of
Net Sales

 

Gross profit

 

$

62.3

 

35.6

%

$

69.1

 

33.2

%

 

Gross profit increased $6.8 million, or 11%, to $69.1 million for the three months ended March 31, 2012, from $62.3 million for the comparable prior-year period, primarily as a result of a 19% increase in revenue.  The gross margin decreased to 33.2% from 35.6% for the comparable prior-year period.  The decrease was attributable to the faster growth within our Security division ( 27% growth) and our Optoelectronics and Manufacturing division (13% growth), which generate lower gross margins than our Healthcare division (10% growth).  In addition, product mix within our Security division negatively impacted gross margins.

 

Operating Expenses

 

(in millions)

 

Q3
2011

 

% of
Net Sales

 

Q3
2012

 

% of
Net Sales

 

$ Change

 

% Change

 

Selling, general and administrative

 

$

37.1

 

21.2

%

$

37.1

 

17.8

%

$

 

0

%

Research and development

 

12.5

 

7.2

%

12.9

 

6.2

%

0.4

 

3

%

Restructuring and other charges

 

0.9

 

0.5

%

0.9

 

0.4

%

 

0

%

Total operating expenses

 

$

50.5

 

28.9

%

$

50.9

 

24.4

%

$

0.4

 

1

%

 

Selling, general and administrative expenses . Selling, general and administrative (SG&A) expenses consist primarily of compensation paid to sales, marketing and administrative personnel, professional service fees and marketing expenses.  For the three months ended March 31, 2012, SG&A expenses at $37.1 million did not change from the comparable prior-year period even though revenue increased by 19%.  As a percentage of revenues, SG&A expenses were 17.8% for the three months ended March 31, 2012, compared to 21.2% for the comparable prior-year period.

 

Research and development . Research and development (R&D) expenses include research related to new product development and product enhancement expenditures. For the three months ended March 31, 2012, such expenses increased by $0.4 million, or 3%, to $12.9 million, from $12.5 million for the comparable prior-year period.  As a percentage of revenues, R&D expenses were 6.2% for the three months ended March 31, 2012, compared to 7.2% for the comparable prior-year period.

 

Restructuring and other charges .  In response to the challenging worldwide economic conditions, we continued to optimize our cost structure during the third quarter of fiscal 2012.  In conjunction with these efforts, we incurred non-recurring restructuring and other charges of $0.9 million in our Optoelectronics and Manufacturing division, primarily for employee severance partly related to facility consolidation during the three months ended March 31, 2012.  In the three months ended March 31, 2011 we also incurred non-recurring restructuring charges of $0.9 million, made up of $0.8 million of charges in our Healthcare division and $0.1 million in our Corporate segment, primarily for employee severance.

 

Interest expense and other income, net . For the three months ended March 31, 2012, interest expense and other income, net, amounted to a charge of $0.8 million, as compared to a credit of $0.6 million for the same prior-year period.  The increase in net expense was due to higher utilization of the letters-of-credit facility and a reduction in the liability for contingent acquisition consideration in the prior-year period.

 

Income taxes . For the three months ended March 31, 2012, our income tax provision was $4.8 million, compared to $3.6 million for the comparable prior-year period. Our effective tax rate for the three months ended March 31, 2012, was 27.8%, compared to 29.4% in the comparable prior-year period. Our provision for income taxes is dependent on the mix of income from U.S. and foreign locations due to tax rate differences among such countries as well as due to the impact of permanent taxable differences.

 

Results of Operations for the Nine Months Ended March 31, 2012 Compared to Nine Months Ended March 31, 2011

 

Net Revenues

 

The table below and the discussion that follows are based upon the way in which we analyze our business. See Note 9 to the condensed consolidated financial statements for additional information about our business segments.

 

(in millions)

 

YTD Q3
2011

 

% of
Net Sales

 

YTD Q3
2012

 

% of
Net Sales

 

$ Change

 

% Change

 

Security division

 

$

216.0

 

46

%

$

273.4

 

49

%

$

57.4

 

27

%

Healthcare division

 

152.8

 

32

%

162.0

 

29

%

9.2

 

6

%

Optoelectronics and Manufacturing division

 

103.9

 

22

%

122.3

 

22

%

18.4

 

18

%

Total revenues

 

$

472.7

 

100

%

$

557.7

 

100

%

$

85.0

 

18

%

 

17



Table of Contents

 

Net revenues for the nine months ended March 31, 2012, increased $85.0 million, or 18%, to $557.7 million, from $472.7 million for the comparable prior-year period.

 

Revenues for the Security division for the nine months ended March 31, 2012, increased $57.4 million, or 27%, to $273.4 million, from $216.0 million for the comparable prior-year period.  The increase was primarily attributable to: (i) a $43.0 million, or 25%, increase in equipment sales, primarily attributable to our performance as a prime contractor and hardware systems integrator on a large ongoing contract; and (ii) an $11.7 million, or 27%, increase in service revenue.  The increase in service revenue was due to the growing installed equipment base, from which we derive service revenues as warranty periods expire.

 

Revenues for the Healthcare division for the nine months ended March 31, 2012, increased $9.2 million, or 6%, to $162.0 million, from $152.8 million for the comparable prior-year period. The increase was primarily attributable to a 14% increase in sales in our North American region, partially offset by a 6% decrease in our European/Middle East/Africa region.  Among our product lines, the overall increase was a result of a $9.6 million increase in patient monitoring product revenues, which was partially offset by a $0.7 million decrease in cardiology product revenues.

 

Revenues for the Optoelectronics and Manufacturing division for the nine months ended March 31, 2012, increased $18.4 million, or 18%, to $122.3 million, from $103.9 million for the comparable prior-year period.  This increase was primarily attributable to: (i) a $11.2 million, or 23%, increase in commercial optoelectronic sales and (ii) a $7.3 million, or 13%, increase in contract manufacturing sales.

 

Gross Profit

 

(in millions)

 

YTD Q3
2011

 

% of
Net Sales

 

YTD Q3
2012

 

% of
Net Sales

 

Gross profit

 

$

169.2

 

35.8

%

$

187.8

 

33.7

%

 

Gross profit increased $18.6 million, or 11%, to $187.8 million for the nine months ended March 31, 2012, from $169.2 million for the comparable prior-year period, primarily as a result of an 18% increase in revenue. The gross margin during the period declined to 33.7% from 35.8% for the comparable prior-year period.  The decrease was mainly due to relatively faster growth within our Security division (which grew at 27%) and our Optoelectronics and Manufacturing division (which grew at 18%), which generate lower gross margins than our Healthcare division (which grew by 6%).  In addition, product mix within our Security division negatively impacted gross margin.

 

Operating Expenses

 

(in millions)

 

YTD Q3
2011

 

% of
Net Sales

 

YTD Q3
2012

 

% of
Net Sales

 

$ Change

 

% Change

 

Selling, general and administrative

 

$

103.0

 

21.8

%

$

107.4

 

19.3

%

$

4.4

 

4

%

Research and development

 

33.5

 

7.1

%

35.4

 

6.3

%

1.9

 

6

%

Restructuring and other charges

 

2.1

 

0.4

%

0.9

 

0.2

%

(1.2

)

(57

)%

Total operating expenses

 

$

138.6

 

29.3

%

$

143.7

 

25.8

%

$

5.1

 

4

%

 

Selling, general and administrative expenses .   For the nine months ended March 31, 2012, SG&A expenses increased by $4.4 million, or 4%, to $107.4 million, from $103.0 million for the comparable prior-year period.  This $4.4 million increase was primarily attributable to an increase in SG&A costs to support the 18% revenue growth. As a percentage of revenues, SG&A expenses were 19.3% for the nine months ended March 31, 2012, compared to 21.8% for the comparable prior-year period.

 

Research and development . R&D expenses include research related to new product development and product enhancement expenditures.  For the nine months ended March 31, 2012, such expenses increased $1.9 million, or 6%, to $35.4 million, from $33.5 million for the comparable prior-year period. As a percentage of revenues, research and development expenses were 6.3% for the nine months ended March 31, 2012, compared to 7.1% for the comparable prior-year period. The increase in R&D expenses for the nine month period ended March 31, 2012, primarily resulted from an increase in R&D investment mainly in our Security division but also in the Healthcare division, in support of multiple new product introductions.

 

Restructuring and other charges .  In response to the challenging worldwide economic conditions, we continued to optimize our cost structure during fiscal 2012.  In conjunction with these efforts, we incurred non-recurring restructuring and other charges of $0.9 million in our Optoelectronics and Manufacturing division, primarily for employee severance partly related to facility consolidation during the nine months ended March 31, 2012.  In the nine months ended March 31, 2011 we incurred non-recurring restructuring charges of $2.1 million, made up of $1.2 million of charges in our Healthcare division and $0.9 million in our Corporate segment, primarily for employee severance.

 

18



Table of Contents

 

Interest expense and other income, net . For the nine months ended March 31, 2012, interest expense and other income, net, amounted to $2.3 million as compared to $0.5 million for the same prior-year period.  The increase was due to higher utilization of the letters-of-credit facility and a loss related to the performance of a foreign currency forward contract, which was not treated as a cash flow hedge, partially offset by lower interest expense as a result of lower levels of outstanding debt during the current year as well as a reduction in the liability for contingent acquisition consideration in the prior-year period.

 

Income taxes . For the nine months ended March 31, 2012, our income tax provision was $12.2 million, compared to $8.7 million for the comparable prior-year period. Our effective tax rate for the nine months ended March 31, 2012, was 29.1%, compared to 28.9% in the comparable prior-year period. Our provision for income taxes is dependent on the mix of income from U.S. and foreign locations due to tax rate differences among such countries as well the impact of permanent taxable differences.

 

Liquidity and Capital Resources

 

To date, we have financed our operations primarily through cash flow from operations, proceeds from equity issuances and our credit facilities. Cash and cash equivalents totaled $90.8 million at March 31, 2012, an increase of $35.2 million from $55.6 million at June 30, 2011. The changes in our working capital and cash and cash equivalent balances during the nine months ended March 31, 2012 are described below.

 

(in millions)

 

June 30,
2011

 

March 31,
2012

 

% Change

 

Working capital

 

$

244.3

 

$

331.0

 

35

%

Cash and cash equivalents

 

55.6

 

90.8

 

63

%

 

Working Capital. Working capital increased primarily due to: (i) a $35.2 million increase in cash and cash equivalents mainly driven by a $100 million customer advance, partially offset by a $44.2 million use of cash for capital spending ; (ii) a $32.8 million increase in inventory, primarily in our Security division, to support future order fulfillment; (iii) a $21.1 million increase in accounts receivable driven by our 19% third quarter revenue growth; and (iv) a $2.7 million decrease in deferred revenue.  These increases to working capital were partially offset by an $8.9 million decrease in prepaid expenses and other current assets.

 

(in millions)

 

YTD Q3
2011

 

YTD Q3
2012

 

$ Change

 

Cash provided by operating activities

 

$

24.6

 

$

86.2

 

$

61.6

 

Cash used in investing activities

 

(16.0

)

(50.5

)

(34.5

)

Cash provided by (used in) financing activities

 

(23.3

)

1.0

 

24.3

 

 

Cash Provided by Operating Activities. Cash flows from operating activities can fluctuate significantly from period to period, as net income, tax timing differences, customer collections, vendor payments and other items can significantly impact cash flows. Net cash provided by operations for the nine months ended March 31, 2012, was $86.2 million, an increase of $61.6 million from the $24.6 million provided in the comparable prior-year period. This increase in net cash provided was primarily due to the changes in working capital in the current-year period versus the prior-year period resulting in: (i) a $104.9 million increase in cash through customer advances; (ii) a $8.7 million increase in net income for the nine months ended March 31, 2012, after giving consideration to non-cash operating items including depreciation and amortization, stock-based compensation and deferred taxes, among others, for both periods.  These favorable changes in cash flow were partially offset by the following changes in working capital: (i) a $27.1 million decrease in cash from changes in accounts payable; (ii) a $19.3 million increase in account receivables primarily in our Security division driven mainly by the 27% increase in Security division revenues; (iii) a $2.3 million increase in the change in inventory, and (iv) a $1.8 million increase in the change in prepaid expenses and other current assets.

 

Cash Used in Investing Activities. Net cash used in investing activities was $50.5 million for the nine months ended March 31, 2012, compared to $16.0 million for the nine months ended March 31, 2011. During the nine months ended March 31, 2012, we invested $44.2 million in capital expenditures primarily in our Security division related to the fulfillment of a large turn-key screening services agreement with the Mexican government, as compared to $7.5 million during the comparable prior-year period. During the nine months ended March 31, 2012, we also paid $3.2 million for the acquisition of businesses, as compared to $5.6 million during the comparable prior-year period.  During the nine months ended March 31, 2012, we paid $3.4 million for the acquisition of intangible assets as compared to $2.9 million during the comparable prior-year period.

 

19



Table of Contents

 

Cash Used in Financing Activities. Net cash provided by financing activities was $1.0 million for the nine months ended March 31, 2012, compared to net cash used in financing activities of $23.3 million for the nine months ended March 31, 2011.  During the nine months ended March 31, 2012, we paid down our debt by $0.2 million.  During the nine months ended March 31, 2011, in conjunction with a new $250 million revolving credit facility, we repaid $32.5 million in term debt issued under the former credit facility.  We also paid down our then-outstanding capital lease obligations by $0.7 million.  During the nine months ended March 31, 2012 we received $4.8 million in net proceeds from the exercise of stock options and the purchase of stock under our employee stock purchase plan.  In the prior-year period, we received $9.9 million in proceeds from the exercise of stock options and the purchase of stock under our employee stock purchase plan.  In addition, during the nine months ended March 31, 2012, we paid $3.7 million to repurchase OSI Systems, Inc. company shares under the OSI stock repurchase program.

 

Borrowings

 

Outstanding lines of credit and current and long-term debt totaled $2.8 million at March 31, 2012, a decrease of $0.2 million from $3.0 million at June 30, 2011.  See Note 4 to the condensed consolidated financial statements for further discussion.

 

Stock Repurchase Program

 

Our Board of Directors authorized a stock repurchase program in March 1999 for up to 2,000,000 shares and in September 2004 increased the number of shares available for repurchase by 1,000,000 shares totaling up to 3,000,000 shares of our common stock.  This program does not have an expiration date.

 

The following table presents the shares acquired during the period:

 

 

 

Total number of
shares purchased

 

Average price
paid per share

 

Total number of
shares purchased as
part of program

 

Maximum number
of shares that may
yet be purchased

 

January 1, 2012 to January 31, 2012

 

 

 

 

 

 

 

 

 

February 1, 2012 to February 29, 2012

 

25,400

 

$

53.21

 

25,400

 

 

 

March 1, 2012 to March 31, 2012

 

 

 

 

 

 

 

 

 

 

 

25,400

 

$

53.21

 

25,400

 

627,409

 

 

Dividend Policy

 

We have never paid cash dividends on our common stock and have no plans to do so in the foreseeable future.

 

Contractual Obligations

 

We presented our contractual obligations in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011.  See Note 7 to the condensed consolidated financial statements for further discussion regarding significant changes in those obligations during the first nine months of fiscal 2012.

 

Off Balance Sheet Arrangements

 

As of March 31, 2012, we did not have any significant off balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

For the nine months ended March 31, 2012, no material changes occurred with respect to market risk as disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011.

 

Market Risk

 

We are exposed to certain market risks, which are inherent in our financial instruments and arise from transactions entered into in the normal course of business. We may enter into derivative financial instrument transactions in order to manage or reduce market risk in connection with specific foreign-currency-denominated transactions. We do not enter into derivative financial instrument transactions for speculative purposes.

 

We are subject to interest rate risk on our short-term borrowings under our bank lines of credit. Borrowings under these lines of credit do not give rise to significant interest rate risk because these borrowings have short maturities and are borrowed at variable interest rates. Historically, we have not experienced material gains or losses due to interest rate changes.

 

20



Table of Contents

 

Foreign Currency

 

We maintain the accounts of our operations in each of the following countries in the following currencies: Finland, France, Germany, Italy and Greece (Euros), Singapore (U.S. dollars), Malaysia (U.S. dollars), United Kingdom (U.K. pounds), Norway (Norwegian kroners), India (Indian rupees), Indonesia (Indonesian rupiah), Hong Kong (Hong Kong dollars), China (Chinese yuan), Canada (Canadian dollars), Mexico (Mexican pesos and U.S. dollars), Australia (Australian dollars) and Cyprus (Cypriot pounds). Foreign currency financial statements are translated into U.S. dollars at period-end rates, with the exception of revenues, costs and expenses, which are translated at average rates during the reporting period. We include gains and losses resulting from foreign currency transactions in income, while we exclude those resulting from translation of financial statements from income and include them as a component of accumulated other comprehensive income (AOCI). Transaction gains and losses, which were included in our condensed consolidated statements of operations, amounted to a loss of $0.1 million and a loss of $0.3 million during the three months ended March 31, 2011 and 2012, respectively. For the nine months ended March 31, 2011, we incurred a loss of $1.5 million and for the nine months ended March 31, 2012, we had net zero impact from foreign exchange gains and losses, respectively. Furthermore, a 10% appreciation of the U.S. dollar relative to each of the local currencies would have resulted in a net increase in our operating income of approximately $2 million in the third quarter of fiscal 2012. Conversely, a 10% depreciation of the U.S. dollar relative to each of the local currencies would have resulted in a net decrease in our operating income of approximately $2 million in the third quarter of fiscal 2012.

 

Use of Derivatives

 

Our use of derivatives consists primarily of foreign exchange contracts. As discussed in Note 1 to the condensed consolidated financial statements, we had foreign currency forward contracts of approximately $6.2 million outstanding as of March 31, 2012.

 

Importance of International Markets

 

International markets provide us with significant growth opportunities. However, as a result of our worldwide business operations, we are subject to various risks, including: international regulatory requirements and policy changes; difficulties in accounts receivable collection and the management of distributors; geopolitical and economic instability; currency exchange rate fluctuations; and tariff regulations. In response to these risks and others, we continue to perform ongoing credit evaluations of our customers’ financial condition and, if deemed necessary, we require advance payments for sales. Also, we monitor geopolitical, economic and currency conditions around the world to evaluate whether there may be any significant effect on our international sales in the future.

 

Inflation

 

We do not believe that inflation had a material impact on our results of operations during the three and nine months ended March 31, 2012.

 

Interest Rate Risk

 

We classify all highly liquid investments with maturity of three months or less as cash equivalents and record them in the balance sheet at fair value.

 

Item 4.                                     Controls and Procedures

 

(a)  Evaluation of Disclosure Controls and Procedures

 

As of March 31, 2012, 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) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Such disclosure controls and procedures are designed to ensure that material information we must disclose in this report is recorded, processed, summarized and filed or submitted on a timely basis. Based upon that evaluation our management, Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of March 31, 2012.

 

(b)  Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting during the third quarter of fiscal 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

21



Table of Contents

 

PART II OTHER INFORMATION

 

Item 1.                                     Legal Proceedings

 

We are involved in various claims and legal proceedings arising out of the ordinary course of business. In our opinion, after consultation with legal counsel, the ultimate disposition of such proceedings will not have a material adverse effect on our financial position, future results of operations or cash flows.

 

Item 1A.                            Risk Factors

 

The discussion of our business and operations in this Quarterly Report on Form 10-Q should be read together with the risk factors contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011, filed with the Securities and Exchange Commission on August 26, 2011, which describe various risks and uncertainties to which we are or may become subject. There have been no material changes to the risk factors included in our Annual Report.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  See Share Repurchase Program discussion under Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Item 3. Defaults Upon Senior Securities — None

 

Item 4. Mine Safety Disclosures — None

 

Item 5. Other Information

 

Item 6.            Exhibits

 

10.1

 

Employment Agreement dated as of January 1, 2012 between Deepak Chopra and OSI Systems, Inc. (1)

 

 

 

10.2

 

Employment Agreement dated as of January 1, 2012 between Alan Edrick and OSI Systems, Inc. (1)

 

 

 

10.3

 

Employment Agreement dated as of January 1, 2012 between Ajay Mehra and OSI Systems, Inc. (1)

 

 

 

10.4

 

Employment Agreement dated as of January 1, 2012 between Victor Sze and OSI Systems, Inc. (1)

 

 

 

10.5

 

Employment Agreement dated as of January 1, 2012 between Manoocher Mansouri and OSI Systems, Inc. (1)

 

 

 

10.6

 

Third Amendment to Credit Agreement (2)

 

 

 

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

 

XBRL Taxonomy Extension Schema Document‡

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document‡

 

 

 

101.DEF

 

XBRL Extension Definition‡

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document‡

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document‡

 


(1)                Previously filed with our Current Report on Form 8-K filed April 6, 2012.

(2)                Previously filed with our Current Report on Form 8-K filed April 11, 2012.

                       XBRL information is furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

 

22



Table of Contents

 

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 25th day of April 2012.

 

 

OSI SYSTEMS, INC.

 

 

 

By:

/s/ Deepak Chopra

 

 

Deepak Chopra

 

 

President and Chief Executive Officer

 

 

 

 

By:

/s/ Alan Edrick

 

 

Alan Edrick

 

 

Executive Vice President and
Chief Financial Officer

 

23


EXHIBIT 31.1

 

CERTIFICATION

Certification required by Rule 13a-14(a) or Rule 15d-14(a)

and under Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Deepak Chopra, certify that:

 

1.                        I have reviewed this Quarterly Report on Form 10-Q of OSI Systems, Inc.;

 

2.                        Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                        Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.                        The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                        The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: April 25, 2012

 

 

/s/ Deepak Chopra

 

Deepak Chopra

 

Chief Executive Officer

 


EXHIBIT 31.2

 

CERTIFICATION

Certification required by Rule 13a-14(a) or Rule 15d-14(a)

and under Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Alan Edrick, certify that:

 

1.                        I have reviewed this Quarterly Report on Form 10-Q of OSI Systems, Inc.;

 

2.                        Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                        Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.                        The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                        The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: April 25, 2012

 

 

/s/ Alan Edrick

 

Alan Edrick

 

Chief Financial Officer

 


EXHIBIT 32.1

 

CERTIFICATION

Certification of Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

 

In connection with the Quarterly Report of OSI Systems, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deepak Chopra, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1)                       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

 

2)                       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented in this Report.

 

Date: April 25, 2012

 

 

/s/ Deepak Chopra

 

Deepak Chopra

 

Chief Executive Officer

 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, is not being filed as part of the Report or as a separate disclosure document, and is not being incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, (whether made before or after the date of the Report) irrespective of any general incorporation language contained in such filing. The signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 


EXHIBIT 32.2

 

CERTIFICATION

Certification of Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

 

In connection with the Quarterly Report of OSI Systems, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan Edrick, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1)                       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

 

2)                       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented in this Report.

 

Date: April 25, 2012

 

 

/s/ Alan Edrick

 

Alan Edrick

 

Chief Financial Officer

 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, is not being filed as part of the Report or as a separate disclosure document, and is not being incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, (whether made before or after the date of the Report) irrespective of any general incorporation language contained in such filing. The signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.