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United States securities and exchange commission logo
March 2, 2021
Alan I. Edrick
Chief Financial Officer
OSI SYSTEMS INC
12525 Chadron Avenue
Hawthorne, CA 90250
Re: OSI SYSTEMS INC
Form 10-K for the
Fiscal Year Ended June 30, 2020
Filed August 21,
2020
Form 10-Q for the
Period Ended December 31, 2020
Filed January 29,
2021
File No. 000-23125
Dear Mr. Edrick:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2020
Note 15. Segment Information, page F-39
1. We note the
disaggregated revenue disclosures presented. In light of the significance of
service revenues to
total revenues and noting that your services are provided by each of
your segments, please
tell us what consideration was given to also separately
disclosing product
revenue and service revenue by segment, as well as similar disclosures
on 'point-in-time'
versus 'over time' revenues. Tell us how you considered the guidance in
ASC 606-10-50-5 through
7 and ASC 606-10-55-89 through 91 in reaching your
conclusion.
Alan I. Edrick
OSI SYSTEMS INC
March 2, 2021
Page 2
Form 10-Q for the Period Ended December 31, 2020
Note 11. Income Taxes, page 22
2. We note that you present in this note an effective tax rate excluding
the impact of discrete
tax items, which appears to be a non-GAAP measure. Please refer to the
guidance in Item
10(e)(1)(ii)(C) of Regulation S-K which prohibits you from presenting
non-GAAP
measures on the face of or in the notes to your financial statements,
and revise future
filings to comply. Also, revise your similar disclosures on page 27 in
MD&A to provide
all disclosures required by Item 10(e) of Regulation S-K.
Results of Operations, page 26
3. We note your discussion of gross profit only addresses the impact of
increased or
decreased revenues. Given the significant changes we note in your cost
of goods sold in
the reported periods, in order to assist an investor's understanding,
please revise future
filings to also address the impact of changes in your cost of goods
sold on your gross
profit. Separately quantify and discuss factors responsible for
changes in cost of goods
sold, including the impact of material variances in components that
offset each other
within periods. Please consider providing a similar discussion at the
segment level. Refer
to FR-72.
4. Please revise the discussion of your results of operations throughout
your future filings to
not only highlight the reasons for the changes in your income
statement line items but to
also quantify the impact of each material factor on your results and
to describe the reasons
underlying each change, including the impact of material variances in
components
that offset each other within line items. Also, in your future
discussions avoid terms such
as "primarily" or "partially offset". Refer to FR-72.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Effie Simpson at (202) 551-3346 or Martin James, Senior
Advisor, at
(202) 551-3671 with any questions.
FirstName LastNameAlan I. Edrick Sincerely,
Comapany NameOSI SYSTEMS INC
Division of
Corporation Finance
March 2, 2021 Page 2 Office of
Manufacturing
FirstName LastName