0001410578-24-000570 | 10-Q | XBRL Viewer

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Mar. 31, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	17,048,704	16,755,772
Common stock, shares outstanding	17,048,704	16,755,772

Restructuring and Other Charges

9 Months Ended

Mar. 31, 2024

Restructuring and Other Charges

Restructuring and Other Charges

7. Restructuring and Other Charges

We endeavor to align our global capacity and infrastructure with demand by our customers as well as fully integrate acquisitions and thereby improve operational efficiency.

During the three months ended March 31, 2024, we recognized $1.0 million in restructuring and other charges, which primarily included $0.5 million for facility closure costs for operational efficiency activities, and $0.5 million for employee terminations. During the nine months ended March 31, 2024, we recognized $2.5 million in restructuring and other charges, which included $0.8 million for facility closure costs for operational efficiency activities, $0.8 million for employee terminations, $0.4 million in acquisition related costs, and $0.4 million in legal charges.

During the three months ended March 31, 2023, we recognized $0.9 million in restructuring and other charges, which included $0.5 million for employee terminations, $0.3 million in legal charges primarily related to government investigations, and $0.1 million in acquisition - related costs and facility closure costs. During the nine months ended March 31, 2023, we recognized $4.4 million in restructuring and other charges, which included $3.2 million in legal charges primarily related to class action litigation and government investigations, $1.0 million for employee terminations, and $0.2 million in acquisition-related costs and facility closure costs.

The following tables summarize restructuring and other charges (benefits), net for the periods set forth below (in thousands):


	Three Months Ended March 31, 2023
			Optoelectronics and
			Manufacturing		Healthcare
	Security Division		Division		Division		Corporate		Total
Acquisition-related costs	$	—	$	—	$	—	$	50	$	50
Employee termination costs		413		32		81		—		526
Facility closures/consolidation		35		—		—		—		35
Legal costs, net		45		—		226		8		279
Total	$	493	$	32	$	307	$	58	$	890


	Three Months Ended March 31, 2024
			Optoelectronics and
			Manufacturing		Healthcare
	Security Division		Division		Division		Corporate		Total
Acquisition-related costs	$	8	$	11	$	—	$	—	$	19
Employee termination costs		129		60		311		2		502
Facility closures/consolidation		38		433		—		—		471
Legal costs, net		10		—		—		2		12
Total	$	185	$	504	$	311	$	4	$	1,004


	Nine Months Ended March 31, 2023
			Optoelectronics and
			Manufacturing		Healthcare
	Security Division		Division		Division		Corporate		Total
Acquisition-related costs	$	23	$	—	$	—	$	127	$	150
Employee termination costs		688		47		291		—		1,026
Facility closures/consolidation		35		—		—		—		35
Legal costs, net		612		—		2,462		81		3,155
Total	$	1,358	$	47	$	2,753	$	208	$	4,366


	Nine Months Ended March 31, 2024
			Optoelectronics and
			Manufacturing		Healthcare
	Security Division		Division		Division		Corporate		Total
Acquisition-related costs	$	243	$	201	$	—	$	—	$	444
Employee termination costs		279		102		311		122		814
Facility closures/consolidation		38		777		—		—		815
Legal costs, net		61		—		—		362		423
Total	$	621	$	1,080	$	311	$	484	$	2,496

The accrued liability for restructuring and other charges is included in other accrued expenses and current liabilities in the condensed consolidated balance sheets. The changes in the accrued liability for restructuring and other charges for the nine-month period ended March 31, 2024 were as follows (in thousands):


					Facility
	Acquisition-		Employee		Closure/		Legal
	Related		Termination		Consolidation		Costs and
	Costs		Costs		Cost		Settlements		Total
Balance as of June 30, 2023	$	7	$	107	$	1,609	$	656	$	2,379
Restructuring and other charges, net		444		814		815		423		2,496
Payments, adjustments and reimbursements, net		(451)		(750)		(2,082)		(622)		(3,905)
Balance as of March 31, 2024	$	—	$	171	$	342	$	457	$	970

Segment Information

9 Months Ended

Mar. 31, 2024

Segment Information

Segment Information

12. Segment Information

We have determined that we operate in three identifiable industry segments: (a) security and inspection systems (Security division), (b) optoelectronic devices and manufacturing (Optoelectronics and Manufacturing division) and (c) medical monitoring systems (Healthcare division). We also have a corporate segment (Corporate) that includes executive compensation and certain other general and administrative expenses, expenses related to stock issuances and legal, audit and other professional service fees not allocated to industry segments. Both the Security and Healthcare divisions comprise primarily end-product businesses, whereas the Optoelectronics and Manufacturing division primarily supplies components and subsystems to external OEM customers, as well as to the Security and Healthcare divisions. Sales between divisions are at transfer prices that approximate market values. All other accounting policies of the segments are the same as described in Note 1, Basis of Presentation.

The following tables present our results of operations and identifiable assets by industry segment (in thousands):


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2023		2024		2023		2024
Revenues (1) —by Segment:
Security division	$	178,752	$	285,960	$	491,188	$	700,564
Optoelectronics and Manufacturing division, including intersegment revenues		93,888		87,974		286,513		282,199
Healthcare division		43,911		41,493		130,994		121,130
Intersegment revenues elimination		(13,662)		(10,021)		(42,138)		(46,042)
Total	$	302,889	$	405,406	$	866,557	$	1,057,851

Income (loss) from operations —by Segment:
Security division	$	29,496	$	50,127	$	66,014	$	122,592
Optoelectronics and Manufacturing division		12,493		9,435		35,963		32,493
Healthcare division		1,787		1,564		4,819		2,157
Corporate		(10,148)		(9,733)		(29,572)		(30,832)
Intersegment eliminations		709		(30)		904		(167)
Total	$	34,337	$	51,363	$	78,128	$	126,243


	June 30,		March 31,
	2023		2024
Assets (2) —by Segment:
Security division	$	948,126	$	1,231,843
Optoelectronics and Manufacturing division		310,930		245,746
Healthcare division		245,856		298,027
Corporate		94,678		101,804
Eliminations (3)		(43,904)		(46,345)
Total	$	1,555,686	$	1,831,075

(1)For the three months ended March 31, 2023, one Security division customer accounted for 13% of net revenues while no customers represented over 10% of net revenues for the nine months ended March 31, 2023. For the three months ended March 31, 2024, one Security division customer accounted for 26% of net revenues. For the nine months ended March 31, 2024, two Security division customers accounted for 13% and 12% of net revenues, respectively.

(2)As of June 30, 2023, no customer accounted for greater than 10% of accounts receivable, net. As of March 31, 2024, two customers in the Security division accounted for 27% and 14%, respectively, of accounts receivable, net.

(3)Eliminations in assets reflect the amount of inter-segment profits in inventory and inter-segment ROU assets under ASC 842 as of the balance sheet date. Such inter-segment profit will be realized when inventory is shipped to the external customers of the Security and Healthcare divisions.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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+ Details

Stockholders' Equity (Tables)

9 Months Ended

Mar. 31, 2024

Stockholders' Equity

Schedule of stock-based compensation expense in the consolidated statements of operations

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


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2024		2023		2024
Cost of goods sold	$	229	$	214	$	686	$	701
Selling, general and administrative		6,757		6,650		20,467		20,326
Research and development		126		205		375		459
Stock-based compensation expense	$	7,112	$	7,069	$	21,528	$	21,486

Schedule of stock option activity


		Weighted
		Average		Weighted-Average	Aggregate
	Number of	Exercise		Remaining Contractual	Intrinsic Value
	Options	Price		Term	(in thousands)
Outstanding at June 30, 2023	83,677	$	87.09
Granted	22,438		119.45
Exercised	(16,767)		82.90
Expired or forfeited	(4,375)		86.09
Outstanding at March 31, 2024	84,973	$	96.51	7.5 years	$	3,935
Exercisable at March 31, 2024	40,578			5.8 years	$	2,264

Summary of RSU award activity


		Weighted-
		Average
	Shares	Fair Value
Nonvested at June 30, 2023	455,515	$	85.15
Granted	333,001		95.41
Vested	(389,042)		79.75
Forfeited	(5,253)		84.59
Nonvested at March 31, 2024	394,221	$	99.16

Basis of Presentation - Derivative Instruments and Hedging Activity (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Derivative Instruments and Hedging Activity
Total interest and other expense, net presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded	$ (7,407)	$ (5,727)	$ (19,689)	$ (14,339)
Gain (loss) recognized in other comprehensive income (loss), net of tax	(1,732)	(1,430)	512	1,098
Amount reclassified from accumulated other comprehensive income (loss) to interest expense, net	897	$ 543	2,681	$ 587
Foreign currency forward contracts
Derivative Instruments and Hedging Activity
Notional amounts	57,300		57,300		$ 21,600
Interest rate swap
Derivative Instruments and Hedging Activity
Notional amount	$ 175,000		$ 175,000		$ 175,000

- Definition

Nominal or face amount used to calculate payments on the derivative asset.

+ References + Details

Basis of Presentation - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Cash Equivalents
Cash and cash equivalents	$ 101,443	$ 76,750
Cash, cash equivalents, and investments held by our foreign subsidiaries and subject to repatriation tax considerations(as a percentage)	78.00%

Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Jun. 30, 2023
Contract Assets
Unbilled revenue (included in accounts receivable, net)	$ 241,092	$ 86,818
Change in unbilled revenue	$ 154,274
Percentage of change in unbilled revenue	178.00%
Contract Liabilities
Advances from customers	$ 65,888	21,250
Deferred revenue-current	45,779	43,861
Deferred revenue-long-term	23,446	$ 22,200
Change in advances from customers	$ 44,638
Percentage of change in advances from customers	210.00%
Change in deferred revenue - current	$ 1,918
Percentage of change in deferred revenue - current	4.00%
Change in deferred revenue - long-term	$ 1,246
Percentage of change in deferred revenue - long-term	6.00%
Remaining Performance Obligations
Revenue remaining performance obligation	$ 925,100
Remaining performance obligation expected percentage recognized	57.00%
Recognized revenue from contract liabilities	$ 53,600
Revenue, practical expedient, incremental cost of obtaining contract [true false]	true
Revenue, practical expedient, financing component [true false]	true
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Remaining Performance Obligations
Remaining performance obligation expected timing of satisfaction period	12 months

Income Taxes

9 Months Ended

Mar. 31, 2024

Income Taxes

Income Taxes

11. Income Taxes

The determination of the annual effective tax rate is based upon a number of significant estimates and judgments, including the estimated annual pretax income in each tax jurisdiction in which we operate and the development of tax planning strategies during the year. In addition, as a global commercial enterprise, our tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.

The effective tax rates for the three months ended March 31, 2023 and 2024 were 23.8% and 22.6%, respectively. During the three months ended March 31, 2024, we recognized a net discrete tax benefit of $0.2 million related to equity-based compensation under ASU 2016-09 and changes in prior year tax estimates. During the three-month period ended March 31, 2023, we recognized a net discrete tax expense of $0.2 million related to equity-based compensation under ASU 2016 - 09 and changes in prior year tax estimates.

The effective tax rates for the nine months ended March 31, 2023 and 2024 were 22.6% and 21.7%, respectively. During the nine months ended March 31, 2024, we recognized net discrete tax benefits of $0.8 million related to equity-based compensation under ASU 2016-09 and $2.3 million for changes in prior year tax estimates. During the nine months ended March 31, 2023, we recognized a net discrete tax benefit of $0.6 million related to equity-based compensation under ASU 2016-09 and changes in prior year tax estimates.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Net revenues:
Total net revenues	$ 405,406	$ 302,889	$ 1,057,851	$ 866,557
Cost of goods sold:
Total cost of goods sold	269,311	199,103	681,710	579,067
Gross profit	136,095	103,786	376,141	287,490
Operating expenses:
Selling, general and administrative	66,584	53,707	197,986	161,148
Research and development	17,144	14,852	49,416	43,848
Restructuring and other charges, net	1,004	890	2,496	4,366
Total operating expenses	84,732	69,449	249,898	209,362
Income from operations	51,363	34,337	126,243	78,128
Interest and other expense, net	(7,407)	(5,727)	(19,689)	(14,339)
Income before income taxes	43,956	28,610	106,554	63,789
Provision for income taxes	(9,913)	(6,802)	(23,079)	(14,392)
Net income	$ 34,043	$ 21,808	$ 83,475	$ 49,397
Earnings per share:
Basic	$ 2.00	$ 1.30	$ 4.92	$ 2.93
Diluted	$ 1.95	$ 1.27	$ 4.82	$ 2.88
Shares used in per share calculation:
Basic	17,042	16,809	16,954	16,858
Diluted	17,425	17,184	17,301	17,151
Products
Net revenues:
Total net revenues	$ 327,360	$ 223,724	$ 817,248	$ 637,563
Cost of goods sold:
Total cost of goods sold	223,570	156,534	547,938	458,197
Services
Net revenues:
Total net revenues	78,046	79,165	240,603	228,994
Cost of goods sold:
Total cost of goods sold	$ 45,741	$ 42,569	$ 133,772	$ 120,870

Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Operating lease expense
Operating lease cost	$ 2,822	$ 2,850	$ 8,433	$ 8,525
Variable lease cost	289	328	823	1,055
Short-term lease cost	372	261	1,038	685
Operating lease expense	3,483	$ 3,439	10,294	10,265
Balance sheet assets and liabilities related to operating leases
Operating lease ROU assets, net	$ 28,792		$ 28,792		$ 32,618
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other Assets, Noncurrent.		Other Assets, Noncurrent.		Other Assets, Noncurrent.
Operating lease liabilities, current portion	$ 9,373		$ 9,373		$ 9,787
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other Liabilities, Current		Other Liabilities, Current		Other Liabilities, Current
Operating lease liabilities, long-term	$ 20,141		$ 20,141		$ 23,733
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other Liabilities, Noncurrent		Other Liabilities, Noncurrent		Other Liabilities, Noncurrent
Total lease liabilities	$ 29,514		$ 29,514		$ 33,520
Weighted average remaining lease term	3 years 9 months 18 days		3 years 9 months 18 days
Weighted average discount rate	4.10%		4.10%
Cash flow information related to operating leases
Cash paid for operating lease liabilities			$ 9,114	8,631
ROU assets obtained in exchange for new lease obligations			$ 3,780	$ 2,658

Segment Information - Operations and Identifiable Assets (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2024 USD ($) customer	Mar. 31, 2023 USD ($) customer	Mar. 31, 2024 USD ($) customer segment	Mar. 31, 2023 USD ($) customer	Jun. 30, 2023 USD ($) customer
Segment Information
Number of identifiable industry segments \| segment			3
Total revenues	$ 405,406	$ 302,889	$ 1,057,851	$ 866,557
Income (loss) from operations	51,363	$ 34,337	126,243	$ 78,128
Segments assets	$ 1,831,075		$ 1,831,075		$ 1,555,686
Net revenues
Segment Information
Number of major customers \| customer				0
Accounts receivable,net
Segment Information
Number of major customers \| customer					0
No customer \| Accounts receivable,net \| Customer
Segment Information
Concentration (as a percent)				10.00%	10.00%
Security division \| Net revenues
Segment Information
Number of major customers \| customer			2
Security division \| Accounts receivable,net
Segment Information
Number of major customers \| customer			2
Security division \| One customer. \| Net revenues
Segment Information
Number of major customers \| customer	1	1
Security division \| One customer. \| Net revenues \| Customer
Segment Information
Concentration (as a percent)	26.00%	13.00%	13.00%
Security division \| One customer. \| Accounts receivable,net \| Customer
Segment Information
Concentration (as a percent)			27.00%
Security division \| Two Customer \| Net revenues \| Customer
Segment Information
Concentration (as a percent)			12.00%
Security division \| Two Customer \| Accounts receivable,net \| Customer
Segment Information
Concentration (as a percent)			14.00%
Healthcare division
Segment Information
Total revenues	$ 41,493	$ 43,911	$ 121,130	$ 130,994
Income (loss) from operations	1,564	1,787	2,157	4,819
Segments assets	298,027		298,027		$ 245,856
Operating segments \| Security division
Segment Information
Total revenues	285,960	178,752	700,564	491,188
Income (loss) from operations	50,127	29,496	122,592	66,014
Segments assets	1,231,843		1,231,843		948,126
Operating segments \| Optoelectronics And Manufacturing Division
Segment Information
Total revenues	87,974	93,888	282,199	286,513
Income (loss) from operations	9,435	12,493	32,493	35,963
Segments assets	245,746		245,746		310,930
Corporate
Segment Information
Income (loss) from operations	(9,733)	(10,148)	(30,832)	(29,572)
Segments assets	101,804		101,804		94,678
Intersegment revenue elimination
Segment Information
Total revenues	(10,021)	(13,662)	(46,042)	(42,138)
Income (loss) from operations	(30)	$ 709	(167)	$ 904
Segments assets	$ (46,345)		$ (46,345)		$ (43,904)

Borrowings

9 Months Ended

Mar. 31, 2024

Borrowings.

Borrowings

8. Borrowings

Revolving Credit Facility

Our senior secured credit facility comprises a term loan and a $600 million revolving credit facility which mature in December 2026. The revolving credit facility includes a $300 million sub-limit for letters of credit. Under certain circumstances and subject to certain conditions, we have the ability to increase the revolving credit facility by an amount equal to the greater of $250 million or such amount as would not cause our secured leverage ratio to exceed a specified level. Borrowings under the facility bear interest at SOFR plus a margin of 1.0% as of March 31, 2024 (which margin can range from 1.0% to 1.75% based on our consolidated net leverage ratio as defined in the credit facility). Letters of credit reduce the amount available to borrow under the credit facility by their face value amount. The unused portion of the facility bears a commitment fee of 0.10% as of March 31, 2024 (which fee can range from 0.10% to 0.25% based on our consolidated net leverage ratio as defined in the credit facility). Our borrowings under the credit agreement are guaranteed by certain of our U.S.-based subsidiaries and are secured by substantially all of our assets and substantially all the assets of certain of our subsidiaries. The credit facility contains various representations and warranties, affirmative, negative and financial covenants and events of default. As of March 31, 2024, there were $349.0 million of borrowings outstanding under the revolving credit facility, $74.7 million outstanding under the letters of credit sub-facility, and $137.5 million outstanding under the term loan. As of March 31, 2024, the amount available to borrow under the revolving credit facility was $176.3 million. Loan amounts under the revolving credit facility may be borrowed, repaid and re-borrowed during the term. The principal amount of each loan is due and payable in full on the maturity date. We have the right to repay each loan in whole or in part from time to time without penalty. It is our practice to routinely borrow and repay several times per year under the revolving facility and therefore, borrowings under the revolving credit facility are included in current liabilities. As of March 31, 2024, we were in compliance with all financial covenants under this credit facility. In September 2022, we entered into an interest rate swap in order to mitigate the interest rate risk on a portion of the interest payments expected to be made on the borrowings outstanding under the revolving credit facility and term loan. Refer to Note 1 for details. Interest expense related to the credit facility and term loan was $5.9 million and $8.1 million for the three months ended March 31, 2023 and 2024, respectively, and $12.9 million and $21.5 million for the nine months ended March 31, 2023 and 2024, respectively.

1.25% Convertible Senior Notes (“Notes”) Due 2022

In February 2017, we issued $287.5 million of the Notes in a private offering. On September 1, 2022, we repurchased and cancelled the then - remaining $242.3 million balance of the Notes. Total interest expense recognized, through the cancellation date, during the nine months ended March 31, 2023 related to the Notes was $0.7 million, which consisted of $0.5 million of contractual interest expense and $0.2 million of amortization of debt issuance costs.

Other Borrowings

Several of our foreign subsidiaries maintain bank lines of credit, denominated in local currencies and U.S. dollars, primarily for the issuance of letters of credit. As of March 31, 2024, $54.5 million was outstanding under these letter-of-credit facilities. As of March 31, 2024, the total amount available under these credit facilities was $21.4 million.

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


	June 30,		March 31,
	2023		2024
Term loan	$	143,125	$	137,500
Other long-term debt		1,442		1,926
		144,567		139,426
Less current portion of long-term debt		(8,076)		(8,212)
Long-term portion of debt	$	136,491	$	131,214

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Goodwill and Intangible Assets (Details) $ in Thousands	9 Months Ended
Goodwill and Intangible Assets (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Changes in the carrying value of goodwill
Balance at the beginning of the period	$ 349,505
Goodwill acquired	2,900
Foreign currency translation adjustment	(286)
Balance at the end of the period	352,119
Security Division
Changes in the carrying value of goodwill
Balance at the beginning of the period	230,662
Goodwill acquired	2,072
Foreign currency translation adjustment	25
Balance at the end of the period	232,759
Optoelectronics And Manufacturing Division
Changes in the carrying value of goodwill
Balance at the beginning of the period	70,388
Goodwill acquired	828
Foreign currency translation adjustment	(310)
Balance at the end of the period	70,906
Healthcare Division
Changes in the carrying value of goodwill
Balance at the beginning of the period	48,455
Foreign currency translation adjustment	(1)
Balance at the end of the period	$ 48,454

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 83,475	$ 49,397
Adjustments to reconcile net income to net cash provided by (used in) operating activities, net of effects from acquisitions:
Depreciation and amortization	30,485	28,819
Stock-based compensation expense	21,486	21,528
Provision for (recovery of) losses on accounts receivable	2,059	(4,890)
Deferred income taxes	(524)	942
Amortization of debt discount and issuance costs		196
Other	10	(46)
Changes in operating assets and liabilities-net of business acquisitions:
Accounts receivable	(118,989)	13,248
Inventories	(101,446)	(37,860)
Prepaid expenses and other assets	(41,503)	(4,924)
Accounts payable	32,933	2,134
Accrued payroll and related expenses	(8,155)	2,151
Advances from customers	43,805	13,963
Deferred revenue	3,105	11,101
Other	(5,199)	(23,081)
Net cash provided by (used in) operating activities	(58,458)	72,678
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment	(13,604)	(12,691)
Proceeds from sale of property and equipment	293	309
Purchases of certificates of deposit		(4,940)
Proceeds from maturities of certificates of deposit	10,329	3,827
Acquisition of businesses, net of cash acquired	(9,046)	(4,616)
Payments for intangible and other assets	(12,906)	(12,275)
Net cash used in investing activities	(24,934)	(30,386)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on bank lines of credit	134,000	155,000
Proceeds from long-term debt	1,110	100,654
Payments on long-term debt	(6,248)	(247,818)
Proceeds from exercise of stock options and employee stock purchase plan	5,714	5,371
Payments of contingent consideration	(602)	(3,668)
Repurchases of common stock		(34,749)
Taxes paid related to net share settlement of equity awards	(23,249)	(11,840)
Net cash (used in) provided by financing activities	110,725	(37,050)
Effect of exchange rate changes on cash	(2,640)	(3,822)
Net change in cash and cash equivalents	24,693	1,420
Cash and cash equivalents-beginning of period	76,750	64,202
Cash and cash equivalents-end of period	101,443	65,622
Supplemental disclosure of cash flow information:
Interest	18,868	14,648
Income taxes	$ 33,703	$ 15,769

Stockholders' Equity - Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Stockholders' Equity
Stock-based compensation expense	$ 7,069	$ 7,112	$ 21,486	$ 21,528
RSU
Stockholders' Equity
Unrecognized compensation cost	$ 15,600		$ 15,600
Weighted-average period			2 years 2 months 12 days
Shares
Nonvested at the beginning of the period (in shares)			455,515
Granted (in shares)			333,001
Vested (in shares)			(389,042)
Forfeited (in shares)			(5,253)
Nonvested at the end of the period (in shares)	394,221		394,221
Weighted-Average Fair Value
Nonvested at the beginning of the period (in dollars per share)			$ 85.15
Granted (in dollars per share)			95.41
Vested (in dollars per share)			79.75
Forfeited (in dollars per share)			84.59
Nonvested at the end of the period (in dollars per share)	$ 99.16		$ 99.16
Stock Options
Stockholders' Equity
Unrecognized compensation cost	$ 1,000		$ 1,000
Weighted-average period			2 years 2 months 12 days
Number of Options
Outstanding at the beginning of the period (in shares)			83,677
Granted (in shares)			22,438
Exercised (in shares)			(16,767)
Expired or forfeited (in shares)			(4,375)
Outstanding at the end of the period (in shares)	84,973		84,973
Exercisable at the end of the period (in shares)	40,578		40,578
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)			$ 87.09
Granted (in dollars per share)			119.45
Exercised (in dollars per share)			82.90
Expired or forfeited (in dollars per share)			86.09
Outstanding at the end of the period (in dollars per share)	$ 96.51		$ 96.51
Weighted-Average Remaining Contractual Term
Outstanding at the end of the period			7 years 6 months
Exercisable at the end of the period			5 years 9 months 18 days
Aggregate Intrinsic Value
Outstanding at the end of the period	$ 3,935		$ 3,935
Exercisable at the end of the period	$ 2,264		$ 2,264
Performance-based restricted stock units
Shares
Granted (in shares)			75,988	110,811
Performance-based restricted stock units \| Minimum
Shares
Share based compensation arrangement by percentage of shares units awarded			0.00%
Performance-based restricted stock units \| Maximum
Shares
Share based compensation arrangement by percentage of shares units awarded			376.00%
OSI Plans
Stockholders' Equity
Shareholders approved increased the shares under OSI Plan					2,400,000
Shares available for grant	2,500,000		2,500,000
OSI Plans \| RSU
Stockholders' Equity
Number of shares available for grant reduced for each award granted			1.87
Number of shares available for grant increased for each award forfeited and returned			1.87
Cost of goods sold
Stockholders' Equity
Stock-based compensation expense	$ 214	229	$ 701	$ 686
Selling, general and administrative
Stockholders' Equity
Stock-based compensation expense	6,650	6,757	20,326	20,467
Research and development
Stockholders' Equity
Stock-based compensation expense	$ 205	$ 126	$ 459	$ 375

Balance Sheet Details (Tables)

9 Months Ended

Mar. 31, 2024

Balance Sheet Details

Schedule of selected balance sheet accounts


	June 30,		March 31,
Accounts receivable, net	2023		2024
Accounts receivable	$	395,218	$	519,476
Less allowance for doubtful accounts		(14,373)		(15,648)
Total	$	380,845	$	503,828


	June 30,		March 31,
Inventories	2023		2024
Raw materials	$	233,217	$	257,846
Work-in-process		56,329		88,323
Finished goods		48,462		96,628
Total	$	338,008	$	442,797


	June 30,		March 31,
Property and equipment, net	2023		2024
Land	$	15,691	$	15,524
Buildings, civil works and improvements		49,166		48,648
Leasehold improvements		13,553		13,642
Equipment and tooling		135,703		142,962
Furniture and fixtures		3,632		3,397
Computer equipment		24,119		22,367
Computer software		26,981		30,532
Computer software implementation in process		9,705		6,212
Construction in process		4,108		6,137
Total		282,658		289,421
Less accumulated depreciation and amortization		(173,725)		(179,022)
Property and equipment, net	$	108,933	$	110,399

Segment Information (Tables)

9 Months Ended

Mar. 31, 2024

Segment Information

Schedule of results of operations and identifiable assets by industry segment

The following tables present our results of operations and identifiable assets by industry segment (in thousands):


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2023		2024		2023		2024
Revenues (1) —by Segment:
Security division	$	178,752	$	285,960	$	491,188	$	700,564
Optoelectronics and Manufacturing division, including intersegment revenues		93,888		87,974		286,513		282,199
Healthcare division		43,911		41,493		130,994		121,130
Intersegment revenues elimination		(13,662)		(10,021)		(42,138)		(46,042)
Total	$	302,889	$	405,406	$	866,557	$	1,057,851

Income (loss) from operations —by Segment:
Security division	$	29,496	$	50,127	$	66,014	$	122,592
Optoelectronics and Manufacturing division		12,493		9,435		35,963		32,493
Healthcare division		1,787		1,564		4,819		2,157
Corporate		(10,148)		(9,733)		(29,572)		(30,832)
Intersegment eliminations		709		(30)		904		(167)
Total	$	34,337	$	51,363	$	78,128	$	126,243


	June 30,		March 31,
	2023		2024
Assets (2) —by Segment:
Security division	$	948,126	$	1,231,843
Optoelectronics and Manufacturing division		310,930		245,746
Healthcare division		245,856		298,027
Corporate		94,678		101,804
Eliminations (3)		(43,904)		(46,345)
Total	$	1,555,686	$	1,831,075

Basis of Presentation (Policies)

9 Months Ended

Mar. 31, 2024

Basis of Presentation

Basis of Presentation

1. Basis of Presentation

The condensed consolidated financial statements include the accounts of OSI Systems, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded in accordance with SEC rules and regulations and GAAP applicable to interim unaudited financial statements. Accordingly, the condensed consolidated financial statements do not include all information and footnotes required by GAAP for audited annual financial statements. In management’s opinion, the condensed consolidated financial statements reflect all adjustments of a normal and recurring nature that are considered necessary for a fair presentation of the results for the interim periods presented. These unaudited condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC. The results of operations for the three and nine months ended March 31, 2024 are not necessarily indicative of the operating results to be expected for the full 2024 fiscal year or any future periods.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales, costs of sales and expenses during the reporting period. The most significant of these estimates and assumptions for our company relate to contract revenue, fair values of assets acquired and liabilities assumed in business combinations, values for inventories reported at lower of cost or net realizable value, stock-based compensation expense, income taxes, accrued warranty costs, contingent consideration, allowance for doubtful accounts, and the recoverability, useful lives and valuation of recorded amounts of long-lived assets, identifiable intangible assets and goodwill. Changes in estimates are reflected in the periods during which they become known. Due to the inherent uncertainty involved in making estimates, our actual amounts reported in future periods could differ materially from these estimates.

Earnings Per Share Computations

Earnings Per Share Computations

We compute basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income available to common stockholders by the sum of the weighted average number of common shares and dilutive potential common shares outstanding during the period. Potential common shares consist of the shares issuable upon the exercise of stock options and restricted stock unit awards under the treasury stock method.

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


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2024		2023		2024
Net income available to common stockholders	$	21,808	$	34,043	$	49,397	$	83,475
Weighted average shares outstanding—basic		16,809		17,042		16,858		16,954
Dilutive effect of equity awards		375		383		293		347
Weighted average shares outstanding—diluted		17,184		17,425		17,151		17,301
Basic earnings per share	$	1.30	$	2.00	$	2.93	$	4.92
Diluted earnings per share	$	1.27	$	1.95	$	2.88	$	4.82
Shares excluded from diluted earnings per share due to their anti-dilutive effect		60		22		75		11

Cash and Cash Equivalents

Cash and Cash Equivalents

We consider all highly liquid investments with maturities of three months or less as of the acquisition date to be cash equivalents.

Our cash and cash equivalents totaled $101.4 million at March 31, 2024. Of this amount, approximately 78% was held by our foreign subsidiaries and subject to repatriation tax considerations. These foreign funds were held primarily by our subsidiaries in India, the United Kingdom, Malaysia, Singapore, Australia, and Canada and to a lesser extent in Mexico, Albania, Indonesia and Germany, among other countries. We have cash holdings in financial institutions that exceed insured limits for such financial institutions; however, we mitigate this risk by utilizing international financial institutions which we believe to be of high credit quality.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, insurance company contracts, accounts receivable, accounts payable, debt instruments, an interest rate swap contract and foreign currency forward contracts. The carrying values of financial instruments, other than long-term debt instruments and our interest rate swap contract, are representative of their fair values due to their short-term maturities. The carrying values of our long-term debt instruments are considered to approximate their fair values because the interest rates of these instruments are variable or comparable to current rates for financing available to us. The fair values of our foreign currency forward contracts were not significant as of June 30, 2023 and March 31, 2024.

Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The “Level 1” category comprises assets and liabilities measured at quoted prices in active markets for identical assets and liabilities. The “Level 2” category comprises assets and liabilities measured from observable inputs other than quoted market prices. The “Level 3” category comprises assets and liabilities for which valuation inputs are unobservable and significant to the fair value measurement. Our contingent payment obligations related to acquisitions, which are further discussed in Note 10 to the condensed consolidated financial statements, are in the “Level 3” category for valuation purposes.

The fair values of our financial assets and liabilities are categorized as follows (in thousands):


	June 30, 2023								March 31, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets—Insurance company contracts	$	—	$	47,181	$	—	$	47,181	$	—	$	48,982	$	—	$	48,982
Assets – Interest rate swap contract	$	—	$	5,369	$	—	$	5,369	$	—	$	4,660	$	—	$	4,660
Liabilities—Contingent consideration	$	—	$	—	$	21,181	$	21,181	$	—	$	—	$	18,888	$	18,888

Derivative Instruments and Hedging Activity

Derivative Instruments and Hedging Activity

Our use of derivatives consists of foreign currency forward contracts and an interest rate swap agreement. Our foreign currency forward contracts are utilized to partially mitigate certain balance sheet exposures or used as a net investment hedge to protect against potential changes resulting from short-term foreign currency fluctuations. These contracts have original maturities of up to three months. We also manage our risk to changes in interest rates using derivative instruments. We use fixed interest rate swaps to effectively convert a portion of the variable interest rate payments to fixed interest rate payments. We do not use hedging instruments for speculative purposes.

The net gains or losses from our foreign currency forward contracts, which are not designated as hedge instruments, are reported in our consolidated statements of operations. The amounts reported in the consolidated statements of operations for the three and nine months ended March 31, 2023 and 2024 were not significant. The fair value of our foreign currency forward contracts is estimated using a standard valuation model and market-based observable inputs over the contractual term. Unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. As of June 30, 2023 and March 31, 2024, we held foreign currency forward contracts with notional amounts totaling $21.6 million and $57.3 million, respectively. Unrealized gains and losses from our foreign currency forward contracts as of June 30, 2023 and March 31, 2024 were not significant.

The interest rate swap agreement was entered into to improve the predictability of cash flows from interest payments related to our variable, Secured Overnight Financing Rate (“SOFR”) based debt. The interest rate swap matures in December 2026. The interest rate swap is considered an effective cash flow hedge, and as a result, the net gains or losses on such instrument are reported as a component of other comprehensive income (loss) in our consolidated financial statements and are reclassified as net income when the underlying hedged interest impacts earnings. A qualitative and quantitative assessment of the interest rate swap hedge effectiveness is performed on a quarterly basis, unless facts and circumstances indicate that the hedge may no longer be highly effective.

As of June 30, 2023 and March 31, 2024, the notional amount of the interest rate swap hedge derivative instrument was $175 million. The fair value of the interest rate swap contract as of June 30, 2023 and March 31, 2024 is recorded in Other assets within the consolidated balance sheet.

The effect of the cash flow hedges on other comprehensive income (loss) and earnings for the periods presented was as follows:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2024		2023		2024
Total interest and other expense, net presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded	$	(5,727)	$	(7,407)	$	(14,339)	$	(19,689)
Gain (loss) recognized in other comprehensive income (loss), net of tax	$	(1,430)	$	(1,732)	$	1,098	$	512
Amount reclassified from accumulated other comprehensive income (loss) to interest expense, net	$	543	$	897	$	587	$	2,681

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB and other regulatory bodies that are adopted as of the specified effective dates. Unless otherwise discussed below, management believes that the impact of recently issued standards, which are not yet effective for the Company, will not have a material impact on our Consolidated Financial Statements upon adoption. There were no new pronouncements adopted in the third quarter of fiscal year 2024.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires disclosures of significant expenses by segment and interim disclosure of items that were previously required on an annual basis. ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. We are evaluating the impact of ASU 2023-07 on disclosures in our Consolidated Financial Statements.

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. We are evaluating the impact of ASU 2023-09 on disclosures in our Consolidated Financial Statements.

Business Combinations

9 Months Ended

Mar. 31, 2024

Business Combinations

Business Combinations

2. Business Combinations

Under Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), the acquisition method of accounting requires us to record assets acquired less liabilities assumed from an acquisition at their estimated fair values at the date of acquisition. Any excess of the total estimated purchase price over the estimated fair value of the net assets acquired should be recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customers, acquired technology, trade names, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions which are believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is up to one year from the acquisition date, as additional information that existed at the acquisition date becomes available for preliminary estimates, we may record adjustments to the preliminary assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are included in earnings.

Fiscal Year 2024 Business Acquisitions

In December 2023, we (through our Optoelectronics and Manufacturing division) acquired a privately held contract manufacturer for approximately $6.3 million. The acquisition was financed with cash on hand. The goodwill recognized for this business acquisition is deductible for income tax purposes.

In October 2023, we (through our Security division) acquired a privately held provider of radiation detection technology for approximately $2.8 million, plus up to $3.6 million in potential contingent consideration. The acquisition was financed with cash on hand. The goodwill recognized for this business acquisition is not deductible for income tax purposes.

Fiscal Year 2023 Business Acquisitions

In April 2023, we (through our Optoelectronics and Manufacturing division) acquired a privately held provider of engineering and contract manufacturing solutions for approximately $2.5 million, plus up to $2.5 million in potential contingent consideration. The acquisition was financed with cash on hand.

In February 2023, we (through our Healthcare division) acquired a privately held provider of software and solutions for approximately $2.1 million plus up to $5.0 million in potential contingent consideration. The acquisition was financed with cash on hand.

Through our Security division, we acquired (i) in December 2022 certain assets of a provider of baggage and parcel inspection systems for approximately $1.6 million and (ii) in August 2022 a privately held provider of training software and solutions for approximately $1.9 million plus an immaterial amount of potential contingent consideration. These acquisitions were financed with cash on hand.

The goodwill we recognized for each of the fiscal year 2023 business acquisitions is not deductible for income tax purposes. The acquisitions we completed in fiscal 2023 and 2024, individually and in the aggregate, were not material to our consolidated financial statements. Accordingly, pro-forma historical results of operations and other disclosures related to these businesses have not been presented.

Stockholders' Equity

9 Months Ended

Mar. 31, 2024

Stockholders' Equity

Stockholders' Equity

9. Stockholders’ Equity

Stock-based Compensation

As of March 31, 2024, we maintained the Amended and Restated 2012 Incentive Award Plan (the “OSI Plan”) as a stock-based employee compensation plan.

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


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2024		2023		2024
Cost of goods sold	$	229	$	214	$	686	$	701
Selling, general and administrative		6,757		6,650		20,467		20,326
Research and development		126		205		375		459
Stock-based compensation expense	$	7,112	$	7,069	$	21,528	$	21,486

As of March 31, 2024, total unrecognized compensation cost related to share-based compensation grants under the OSI Plan were estimated at $1.0 million for stock options and $15.6 million for restricted stock units (“RSUs”). We expect to recognize these costs over a weighted average period of 2.2 years with respect to the stock options and 2.2 years with respect to the RSUs.

The following summarizes stock option activity during the nine months ended March 31, 2024:


		Weighted
		Average		Weighted-Average	Aggregate
	Number of	Exercise		Remaining Contractual	Intrinsic Value
	Options	Price		Term	(in thousands)
Outstanding at June 30, 2023	83,677	$	87.09
Granted	22,438		119.45
Exercised	(16,767)		82.90
Expired or forfeited	(4,375)		86.09
Outstanding at March 31, 2024	84,973	$	96.51	7.5 years	$	3,935
Exercisable at March 31, 2024	40,578			5.8 years	$	2,264

The following summarizes RSU award activity during the nine months ended March 31, 2024:


		Weighted-
		Average
	Shares	Fair Value
Nonvested at June 30, 2023	455,515	$	85.15
Granted	333,001		95.41
Vested	(389,042)		79.75
Forfeited	(5,253)		84.59
Nonvested at March 31, 2024	394,221	$	99.16

In December 2023, our shareholders approved an amendment to the OSI Plan, which increased the shares available under the OSI Plan by 2.4 million shares. As of March 31, 2024, there were approximately 2.5 million shares available for grant under the OSI Plan. Under the terms of the OSI Plan, RSUs and restricted stock granted from the pool of shares available for grant reduce the pool by 1.87 shares for each award granted. RSUs and restricted stock forfeited and returned to the pool of shares available for grant increase the pool by 1.87 shares for each award forfeited.

We granted 110,811 and 75,988 performance-based RSUs during the nine months ended March 31, 2023 and 2024, respectively. These performance-based RSU awards are contingent on the achievement of certain performance metrics. The payout related to these awards can range from zero to 376% of the original number of shares or units awarded. Compensation cost associated with these performance-based RSUs are recognized based on the estimated number of shares that we ultimately expect will vest. If the estimated number of shares to vest is revised in the future, then stock-based compensation expense will be adjusted accordingly.

Stock Repurchase Program

In September 2022, our Board of Directors increased the stock repurchase authorization to a total of 2 million shares. This program does not expire unless our Board of Directors acts to terminate the program. The timing and actual numbers of shares purchased depend on a variety of factors, including stock price, general business and market conditions and other investment opportunities. Repurchases may be made from time to time under the program through open-market purchases or privately-negotiated transactions at our discretion. Upon repurchase, the shares are restored to the status of authorized but unissued shares, and we record them in our consolidated financial statements as a reduction in the number of shares of common stock issued and outstanding, with the excess purchase price over par value recorded as a reduction of additional paid-in capital. If additional paid-in capital is reduced to zero, we record the remainder of the excess purchase price over par value as a reduction of retained earnings.

During the nine months ended March 31, 2024, we did not repurchase shares of our common stock. As of March 31, 2024, there were 1,721,870 shares remaining available for repurchase under the authorized repurchase program.

Dividends

We have not paid any cash dividends since the consummation of our initial public offering in 1997 and we do not currently intend to pay any cash dividends in the foreseeable future. Our Board of Directors will determine the payment of future cash dividends, if any. Certain of our current bank credit facilities restrict the payment of cash dividends and future borrowings may contain similar restrictions.

- Definition

The entire disclosure for equity.

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+ Details

Goodwill and Intangible Assets (Tables)

9 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets

Schedule of changes in the carrying value of goodwill by segment

The changes in the carrying value of goodwill by segment for the nine-month period ended March 31, 2024 were as follows (in thousands):


			Optoelectronics
			And
	Security		Manufacturing		Healthcare
	Division		Division		Division		Consolidated
Balance as of June 30, 2023	$	230,662	$	70,388	$	48,455	$	349,505
Goodwill acquired		2,072		828		—		2,900
Foreign currency translation adjustment		25		(310)		(1)		(286)
Balance as of March 31, 2024	$	232,759	$	70,906	$	48,454	$	352,119

Schedule of intangible assets

Intangible assets consisted of the following (in thousands):


	June 30, 2023						March 31, 2024
	Gross						Gross
	Carrying		Accumulated		Intangibles		Carrying		Accumulated		Intangibles
	Value		Amortization		Net		Value		Amortization		Net
Amortizable assets:
Software development costs	$	77,844	$	(20,285)	$	57,559	$	86,576	$	(19,986)	$	66,590
Patents		8,636		(3,404)		5,232		9,003		(3,745)		5,258
Developed technology		68,274		(38,353)		29,921		71,208		(44,174)		27,034
Customer relationships		55,780		(39,101)		16,679		51,536		(39,894)		11,642
Total amortizable assets		210,534		(101,143)		109,391		218,323		(107,799)		110,524
Non-amortizable assets:
In-process R&D		533		—		533		—		—		—
Trademarks		30,933		—		30,933		31,532		—		31,532
Total intangible assets	$	242,000	$	(101,143)	$	140,857	$	249,855	$	(107,799)	$	142,056

Schedule of estimated future amortization expense for intangible assets

At March 31, 2024, the estimated future amortization expense for intangible assets was as follows (in thousands):

Fiscal Year


2024 (remaining 3 months)	$	4,922
2025		16,299
2026		12,704
2027		8,522
2028		5,659
Thereafter		62,418
Total	$	110,524

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

Contract Assets and Liabilities

9 Months Ended

Mar. 31, 2024

Contract Assets and Liabilities

Contract Assets and Liabilities

5. Contract Assets and Liabilities

We enter into contracts to sell products and provide services, and we recognize contract assets and liabilities that arise from these transactions. We recognize revenue and corresponding accounts receivable according to ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). When we recognize revenue in advance of the point in time at which contracts give us the right to invoice a customer, we record this as unbilled revenue, which is included in accounts receivable, net, on the consolidated balance sheets. We may also receive consideration, per the terms of a contract, from customers prior to transferring control of goods to the customer. We record customer deposits as contract liabilities. Additionally, we may receive payments, most typically under service and warranty contracts, at the onset of a contract and before services have been performed. In such instances, we record a deferred revenue liability in either Other accrued expenses and current liabilities or Other long-term liabilities. We recognize these contract liabilities as sales after all revenue recognition criteria are met.

The table below shows the balance of contract assets and liabilities as of June 30, 2023 and March 31, 2024, including the change between the periods. There were no substantial non-current contract assets for the periods presented.

Contract Assets (in thousands)


	June 30,		March 31,
	2023		2024		Change		% Change
Unbilled revenue (included in accounts receivable, net)	$	86,818	$	241,092	$	154,274	178	%

Contract Liabilities (in thousands),


	June 30,		March 31,
	2023		2024		Change		% Change
Advances from customers	$	21,250	$	65,888	$	44,638	210	%
Deferred revenue—current		43,861		45,779		1,918	4
Deferred revenue—long-term		22,200		23,446		1,246	6

Contract assets increased during the nine months ended March 31, 2024, primarily from the timing and nature of milestones met in contracts for a number of customers in our Security division where we met the revenue recognition criteria under ASC 606 in advance of the time when contracts give us the right to invoice customers. The net increase in contract liabilities was primarily due to activity in our Security division for deposits received on contracts, partially offset by recognition of revenue on service contracts included in deferred revenue.

Remaining Performance Obligations. Remaining performance obligations related to ASC 606 represent the portion of the transaction price allocated to performance obligations under an original contract with a term greater than one year which are fully or partially unsatisfied at the end of the applicable period. As of March 31, 2024, the portion of the transaction price allocated to remaining performance obligations was approximately $925.1 million. We expect to recognize revenue on approximately 57% of the remaining performance obligations over the next 12 months, and the remainder is expected to be recognized thereafter. During the nine months ended March 31, 2024, we recognized revenue of $53.6 million from contract liabilities existing at the beginning of the period.

Practical Expedients. In cases where we are responsible for shipping after the customer has obtained control of the goods, we have elected to treat the shipping activity as a fulfillment activity rather than as a separate performance obligation. Additionally, we have elected to capitalize the cost to obtain a contract only if the period of amortization is longer than one year. We only give consideration to whether a customer agreement has a financing component if the period of time between transfer of goods and services and customer payment is greater than one year.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

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-Subparagraph (a)
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Restructuring and Other Charges - Accrued liability for restructuring and other charges (Details) $ in Thousands	9 Months Ended
	Mar. 31, 2024 USD ($)
Restructuring and other charges
Balance at the beginning	$ 2,379
Restructuring and other charges, net	2,496
Payments, adjustments and reimbursements, net	(3,905)
Balance, at the end	970
Acquisition-Related Costs
Restructuring and other charges
Balance at the beginning	7
Restructuring and other charges, net	444
Payments, adjustments and reimbursements, net	(451)
Employee Termination Costs
Restructuring and other charges
Balance at the beginning	107
Restructuring and other charges, net	814
Payments, adjustments and reimbursements, net	(750)
Balance, at the end	171
Facility Closure/ Consolidations Costs
Restructuring and other charges
Balance at the beginning	1,609
Restructuring and other charges, net	815
Payments, adjustments and reimbursements, net	(2,082)
Balance, at the end	342
Legal Costs and Settlements
Restructuring and other charges
Balance at the beginning	656
Restructuring and other charges, net	423
Payments, adjustments and reimbursements, net	(622)
Balance, at the end	$ 457

Goodwill and Intangible Assets - Intangible assets subject to amortization (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Amortizable assets:
Gross Carrying Value	$ 218,323		$ 218,323		$ 210,534
Accumulated Amortization	(107,799)		(107,799)		(101,143)
Intangibles Net	110,524		110,524		109,391
Total intangible assets
Gross Carrying Value	249,855		249,855		242,000
Intangibles Net	142,056		142,056		140,857
Amortization expense	5,500	$ 4,800	15,900	$ 14,200
In-process R&D
Non-amortizable assets:
Gross Carrying Value					533
Trademarks
Non-amortizable assets:
Gross Carrying Value	31,532		31,532		30,933
Software development costs
Amortizable assets:
Gross Carrying Value	86,576		86,576		77,844
Accumulated Amortization	(19,986)		(19,986)		(20,285)
Intangibles Net	66,590		66,590		57,559
Patents
Amortizable assets:
Gross Carrying Value	9,003		9,003		8,636
Accumulated Amortization	(3,745)		(3,745)		(3,404)
Intangibles Net	5,258		5,258		5,232
Developed technology
Amortizable assets:
Gross Carrying Value	71,208		71,208		68,274
Accumulated Amortization	(44,174)		(44,174)		(38,353)
Intangibles Net	27,034		27,034		29,921
Customer relationships
Amortizable assets:
Gross Carrying Value	51,536		51,536		55,780
Accumulated Amortization	(39,894)		(39,894)		(39,101)
Intangibles Net	$ 11,642		$ 11,642		$ 16,679

Borrowings - Other borrowings (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Components of long-term debt
Term loan	$ 137,500	$ 143,125
Other long-term debt	1,926	1,442
Total	139,426	144,567
Less current portion of long-term debt	(8,212)	(8,076)
Long-term portion of debt	$ 131,214	$ 136,491

- Definition

The carrying value as of the balance sheet date of the noncurrent portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Commitments and Contingencies (Tables)

9 Months Ended

Mar. 31, 2024

Commitments and Contingencies

Schedule of roll-forward of the contingent consideration liability


Beginning fair value, June 30, 2023	$	21,181
Addition of contingent earnout obligations		1,766
Foreign currency translation adjustment		(14)
Changes in fair value for contingent earnout obligations		(3,443)
Payments on contingent earnout obligations		(602)
Ending fair value, March 31, 2024	$	18,888

Schedule of warranty provisions

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


	Nine Months Ended March 31,
	2023		2024
Balance at beginning of period	$	13,347	$	11,149
Additions		2,622		3,524
Reductions for warranty repair costs and adjustments		(5,831)		(4,145)
Balance at end of period	$	10,138	$	10,528

Contract Assets and Liabilities (Tables)

9 Months Ended

Mar. 31, 2024

Contract Assets and Liabilities

Schedule of contract assets and contract liabilities

Contract Assets (in thousands)


	June 30,		March 31,
	2023		2024		Change		% Change
Unbilled revenue (included in accounts receivable, net)	$	86,818	$	241,092	$	154,274	178	%

Contract Liabilities (in thousands),


	June 30,		March 31,
	2023		2024		Change		% Change
Advances from customers	$	21,250	$	65,888	$	44,638	210	%
Deferred revenue—current		43,861		45,779		1,918	4
Deferred revenue—long-term		22,200		23,446		1,246	6

Basis of Presentation (Tables)

9 Months Ended

Mar. 31, 2024

Basis of Presentation

Schedule of computation of basic and diluted earnings per share

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,
	2023		2024		2023		2024
Net income available to common stockholders	$	21,808	$	34,043	$	49,397	$	83,475
Weighted average shares outstanding—basic		16,809		17,042		16,858		16,954
Dilutive effect of equity awards		375		383		293		347
Weighted average shares outstanding—diluted		17,184		17,425		17,151		17,301
Basic earnings per share	$	1.30	$	2.00	$	2.93	$	4.92
Diluted earnings per share	$	1.27	$	1.95	$	2.88	$	4.82
Shares excluded from diluted earnings per share due to their anti-dilutive effect		60		22		75		11

Schedule of fair values of our financial assets and liabilities

The fair values of our financial assets and liabilities are categorized as follows (in thousands):


	June 30, 2023								March 31, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets—Insurance company contracts	$	—	$	47,181	$	—	$	47,181	$	—	$	48,982	$	—	$	48,982
Assets – Interest rate swap contract	$	—	$	5,369	$	—	$	5,369	$	—	$	4,660	$	—	$	4,660
Liabilities—Contingent consideration	$	—	$	—	$	21,181	$	21,181	$	—	$	—	$	18,888	$	18,888

Schedule of effect of the cash flow hedges on other comprehensive loss and earnings


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2024		2023		2024
Total interest and other expense, net presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded	$	(5,727)	$	(7,407)	$	(14,339)	$	(19,689)
Gain (loss) recognized in other comprehensive income (loss), net of tax	$	(1,430)	$	(1,732)	$	1,098	$	512
Amount reclassified from accumulated other comprehensive income (loss) to interest expense, net	$	543	$	897	$	587	$	2,681

Leases

9 Months Ended

Mar. 31, 2024

Leases

Leases

6. Leases

The components of operating lease expense were as follows (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2024		2023		2024
Operating lease cost	$	2,850	$	2,822	$	8,525	$	8,433
Variable lease cost		328		289		1,055		823
Short-term lease cost		261		372		685		1,038
	$	3,439	$	3,483	$	10,265	$	10,294

Supplemental disclosures related to operating leases were as follows (in thousands):


	Balance Sheet Category	June 30, 2023		March 31, 2024
Operating lease ROU assets, net	Other assets	$	32,618	$	28,792

Operating lease liabilities, current portion	Other accrued expenses and current liabilities	$	9,787	$	9,373
Operating lease liabilities, long-term	Other long-term liabilities		23,733		20,141
Total operating lease liabilities		$	33,520	$	29,514

Weighted average remaining lease term					3.8 years
Weighted average discount rate					4.1	%

Supplemental cash flow information related to operating leases was as follows (in thousands):


	Nine Months Ended March 31,
	2023		2024
Cash paid for operating lease liabilities	$	8,631	$	9,114
ROU assets obtained in exchange for new lease obligations		2,658		3,780

Maturities of operating lease liabilities at March 31, 2024 were as follows (in thousands):


	March 31, 2024
Less than one year	$	10,344
1 – 2 years		8,894
2 – 3 years		7,754
3 – 4 years		4,230
4 – 5 years		934
Thereafter		278
		32,434
Less: imputed interest		(2,920)
Total lease liabilities	$	29,514

Leases - Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Maturities of operating lease liabilities
Less than one year	$ 10,344
1 - 2 years	8,894
2 - 3 years	7,754
3 - 4 years	4,230
4 - 5 years	934
Thereafter	278
Total	32,434
Less: imputed interest	(2,920)
Total lease liabilities	$ 29,514	$ 33,520

Basis of Presentation - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Fair Value of Financial Instruments
Liabilities-Contingent consideration	$ 18,888	$ 21,181
Recurring
Fair Value of Financial Instruments
Assets-Insurance company contracts	48,982	47,181
Assets - Interest rate swap contract	4,660	5,369
Liabilities-Contingent consideration	18,888	21,181
Recurring \| Level 2
Fair Value of Financial Instruments
Assets-Insurance company contracts	48,982	47,181
Assets - Interest rate swap contract	4,660	5,369
Recurring \| Level 3
Fair Value of Financial Instruments
Liabilities-Contingent consideration	$ 18,888	$ 21,181

- Definition

Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

+ References

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Basis of Presentation

9 Months Ended

Mar. 31, 2024

Basis of Presentation

Basis of Presentation

1. Basis of Presentation

Use of Estimates

Earnings Per Share Computations

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,
	2023		2024		2023		2024
Net income available to common stockholders	$	21,808	$	34,043	$	49,397	$	83,475
Weighted average shares outstanding—basic		16,809		17,042		16,858		16,954
Dilutive effect of equity awards		375		383		293		347
Weighted average shares outstanding—diluted		17,184		17,425		17,151		17,301
Basic earnings per share	$	1.30	$	2.00	$	2.93	$	4.92
Diluted earnings per share	$	1.27	$	1.95	$	2.88	$	4.82
Shares excluded from diluted earnings per share due to their anti-dilutive effect		60		22		75		11

Cash and Cash Equivalents

We consider all highly liquid investments with maturities of three months or less as of the acquisition date to be cash equivalents.

Fair Value of Financial Instruments

The fair values of our financial assets and liabilities are categorized as follows (in thousands):


	June 30, 2023								March 31, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets—Insurance company contracts	$	—	$	47,181	$	—	$	47,181	$	—	$	48,982	$	—	$	48,982
Assets – Interest rate swap contract	$	—	$	5,369	$	—	$	5,369	$	—	$	4,660	$	—	$	4,660
Liabilities—Contingent consideration	$	—	$	—	$	21,181	$	21,181	$	—	$	—	$	18,888	$	18,888

Derivative Instruments and Hedging Activity

The effect of the cash flow hedges on other comprehensive income (loss) and earnings for the periods presented was as follows:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2024		2023		2024
Total interest and other expense, net presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded	$	(5,727)	$	(7,407)	$	(14,339)	$	(19,689)
Gain (loss) recognized in other comprehensive income (loss), net of tax	$	(1,430)	$	(1,732)	$	1,098	$	512
Amount reclassified from accumulated other comprehensive income (loss) to interest expense, net	$	543	$	897	$	587	$	2,681

Recent Accounting Pronouncements

Goodwill and Intangible Assets

9 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets

Goodwill and Intangible Assets

4. Goodwill and Intangible Assets

The changes in the carrying value of goodwill by segment for the nine-month period ended March 31, 2024 were as follows (in thousands):


			Optoelectronics
			And
	Security		Manufacturing		Healthcare
	Division		Division		Division		Consolidated
Balance as of June 30, 2023	$	230,662	$	70,388	$	48,455	$	349,505
Goodwill acquired		2,072		828		—		2,900
Foreign currency translation adjustment		25		(310)		(1)		(286)
Balance as of March 31, 2024	$	232,759	$	70,906	$	48,454	$	352,119

Intangible assets consisted of the following (in thousands):


	June 30, 2023						March 31, 2024
	Gross						Gross
	Carrying		Accumulated		Intangibles		Carrying		Accumulated		Intangibles
	Value		Amortization		Net		Value		Amortization		Net
Amortizable assets:
Software development costs	$	77,844	$	(20,285)	$	57,559	$	86,576	$	(19,986)	$	66,590
Patents		8,636		(3,404)		5,232		9,003		(3,745)		5,258
Developed technology		68,274		(38,353)		29,921		71,208		(44,174)		27,034
Customer relationships		55,780		(39,101)		16,679		51,536		(39,894)		11,642
Total amortizable assets		210,534		(101,143)		109,391		218,323		(107,799)		110,524
Non-amortizable assets:
In-process R&D		533		—		533		—		—		—
Trademarks		30,933		—		30,933		31,532		—		31,532
Total intangible assets	$	242,000	$	(101,143)	$	140,857	$	249,855	$	(107,799)	$	142,056

Amortization expense related to intangible assets was $4.8 million and $5.5 million for the three months ended March 31, 2023 and 2024, respectively. For the nine months ended March 31, 2023 and 2024, amortization expense related to intangible assets was $14.2 million and $15.9 million, respectively.

At March 31, 2024, the estimated future amortization expense for intangible assets was as follows (in thousands):

Fiscal Year


2024 (remaining 3 months)	$	4,922
2025		16,299
2026		12,704
2027		8,522
2028		5,659
Thereafter		62,418
Total	$	110,524

Software development costs for software products incurred before establishing technological feasibility are charged to operations. Software development costs incurred after establishing technological feasibility are capitalized on a product-by-product basis until the product is available for general release to customers at which time amortization begins. Annual amortization, charged to cost of goods sold, is the amount computed using the ratio of current revenues for a product compared to the total current and anticipated future revenues for that product. In the event that future revenues are not estimable, such costs are amortized on a straight-line basis over the remaining estimated economic life of the product. Amortizable assets that have not yet begun to be amortized are included in Thereafter in the table above. For the three months ended March 31, 2023 and 2024, we capitalized software development costs in the amounts of $4.1 million and $4.3 million, respectively. For the nine months ended March 31, 2023 and 2024, we capitalized software development costs in the amounts of $12.0 million and $12.3 million, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Common Stock	Retained Earnings	Accumulated Other Comprehensive Loss	Total
Balance, at the beginning at Jun. 30, 2022	$ 17	$ 663,869	$ (25,462)	$ 638,424
Balance, at the beginning (in shares) at Jun. 30, 2022	16,870,050
Increase (Decrease) in Shareholders' Equity
Exercise of stock options	$ 1,330			1,330
Exercise of stock options (in shares)	19,614
Vesting of RSUs (in shares)	312,038
Shares issued under employee stock purchase program	$ 4,041			4,041
Shares issued under employee stock purchase program (in shares)	59,255
Stock-based compensation expense	$ 21,528			21,528
Repurchase of common stock	$ (17,067)	(17,682)		(34,749)
Repurchase of common stock (in shares)	(400,230)
Taxes paid related to net share settlement of equity awards	$ (9,832)	(2,008)		(11,840)
Taxes paid related to net share settlement of equity awards (in shares)	(133,606)
Net income		49,397		49,397
Other comprehensive income (loss)			(1,214)	(1,214)
Balance, at the end at Mar. 31, 2023	$ 17	693,576	(26,676)	666,917
Balance, at the end (in shares) at Mar. 31, 2023	16,727,121
Balance, at the beginning at Dec. 31, 2022	$ 2,530	672,371	(27,147)	647,754
Balance, at the beginning (in shares) at Dec. 31, 2022	16,819,609
Increase (Decrease) in Shareholders' Equity
Exercise of stock options	$ 891			891
Exercise of stock options (in shares)	11,848
Vesting of RSUs (in shares)	5,510
Shares issued under employee stock purchase program	$ 2,072			2,072
Shares issued under employee stock purchase program (in shares)	30,652
Stock-based compensation expense	$ 7,112			7,112
Repurchase of common stock	$ (12,362)	(603)		(12,965)
Repurchase of common stock (in shares)	(138,469)
Taxes paid related to net share settlement of equity awards	$ (226)			(226)
Taxes paid related to net share settlement of equity awards (in shares)	(2,029)
Net income		21,808		21,808
Other comprehensive income (loss)			471	471
Balance, at the end at Mar. 31, 2023	$ 17	693,576	(26,676)	666,917
Balance, at the end (in shares) at Mar. 31, 2023	16,727,121
Balance, at the beginning at Jun. 30, 2023	$ 9,835	735,957	(19,627)	726,165
Balance, at the beginning (in shares) at Jun. 30, 2023	16,755,772
Increase (Decrease) in Shareholders' Equity
Exercise of stock options	$ 1,387			1,387
Exercise of stock options (in shares)	16,767
Vesting of RSUs (in shares)	389,042
Shares issued under employee stock purchase program	$ 4,327			4,327
Shares issued under employee stock purchase program (in shares)	61,781
Stock-based compensation expense	$ 21,486			21,486
Taxes paid related to net share settlement of equity awards	$ (20,368)	(2,881)		(23,249)
Taxes paid related to net share settlement of equity awards (in shares)	(174,658)
Net income		83,475		83,475
Other comprehensive income (loss)			(178)	(178)
Balance, at the end at Mar. 31, 2024	$ 16,667	816,551	(19,805)	813,413
Balance, at the end (in shares) at Mar. 31, 2024	17,048,704
Balance, at the beginning at Dec. 31, 2023	$ 7,308	782,508	(19,373)	770,443
Balance, at the beginning (in shares) at Dec. 31, 2023	17,011,639
Increase (Decrease) in Shareholders' Equity
Exercise of stock options	$ 203			203
Exercise of stock options (in shares)	2,278
Vesting of RSUs (in shares)	4,428
Shares issued under employee stock purchase program	$ 2,296			2,296
Shares issued under employee stock purchase program (in shares)	31,968
Stock-based compensation expense	$ 7,069			7,069
Taxes paid related to net share settlement of equity awards	$ (209)			(209)
Taxes paid related to net share settlement of equity awards (in shares)	(1,609)
Net income		34,043		34,043
Other comprehensive income (loss)			(432)	(432)
Balance, at the end at Mar. 31, 2024	$ 16,667	$ 816,551	$ (19,805)	$ 813,413
Balance, at the end (in shares) at Mar. 31, 2024	17,048,704

Restructuring and Other Charges (Tables)

9 Months Ended

Mar. 31, 2024

Restructuring and Other Charges

Schedule of restructuring and other charges (benefits), net

The following tables summarize restructuring and other charges (benefits), net for the periods set forth below (in thousands):


	Three Months Ended March 31, 2023
			Optoelectronics and
			Manufacturing		Healthcare
	Security Division		Division		Division		Corporate		Total
Acquisition-related costs	$	—	$	—	$	—	$	50	$	50
Employee termination costs		413		32		81		—		526
Facility closures/consolidation		35		—		—		—		35
Legal costs, net		45		—		226		8		279
Total	$	493	$	32	$	307	$	58	$	890


	Three Months Ended March 31, 2024
			Optoelectronics and
			Manufacturing		Healthcare
	Security Division		Division		Division		Corporate		Total
Acquisition-related costs	$	8	$	11	$	—	$	—	$	19
Employee termination costs		129		60		311		2		502
Facility closures/consolidation		38		433		—		—		471
Legal costs, net		10		—		—		2		12
Total	$	185	$	504	$	311	$	4	$	1,004


	Nine Months Ended March 31, 2023
			Optoelectronics and
			Manufacturing		Healthcare
	Security Division		Division		Division		Corporate		Total
Acquisition-related costs	$	23	$	—	$	—	$	127	$	150
Employee termination costs		688		47		291		—		1,026
Facility closures/consolidation		35		—		—		—		35
Legal costs, net		612		—		2,462		81		3,155
Total	$	1,358	$	47	$	2,753	$	208	$	4,366


	Nine Months Ended March 31, 2024
			Optoelectronics and
			Manufacturing		Healthcare
	Security Division		Division		Division		Corporate		Total
Acquisition-related costs	$	243	$	201	$	—	$	—	$	444
Employee termination costs		279		102		311		122		814
Facility closures/consolidation		38		777		—		—		815
Legal costs, net		61		—		—		362		423
Total	$	621	$	1,080	$	311	$	484	$	2,496

Schedule of changes in the accrued liability for restructuring and other charges


					Facility
	Acquisition-		Employee		Closure/		Legal
	Related		Termination		Consolidation		Costs and
	Costs		Costs		Cost		Settlements		Total
Balance as of June 30, 2023	$	7	$	107	$	1,609	$	656	$	2,379
Restructuring and other charges, net		444		814		815		423		2,496
Payments, adjustments and reimbursements, net		(451)		(750)		(2,082)		(622)		(3,905)
Balance as of March 31, 2024	$	—	$	171	$	342	$	457	$	970

Borrowings (Tables)

9 Months Ended

Mar. 31, 2024

Borrowings.

Schedule of long-term debt

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


	June 30,		March 31,
	2023		2024
Term loan	$	143,125	$	137,500
Other long-term debt		1,442		1,926
		144,567		139,426
Less current portion of long-term debt		(8,076)		(8,212)
Long-term portion of debt	$	136,491	$	131,214

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Balance Sheet Details (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Balance Sheet Details (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Accounts receivable, net
Accounts receivable	$ 519,476		$ 519,476		$ 395,218
Less allowance for doubtful accounts	(15,648)		(15,648)		(14,373)
Total	503,828		503,828		380,845
Inventories
Raw materials	257,846		257,846		233,217
Work-in-process	88,323		88,323		56,329
Finished goods	96,628		96,628		48,462
Total	442,797		442,797		338,008
Property and equipment, net
Property and equipment, gross	289,421		289,421		282,658
Less accumulated depreciation and amortization	(179,022)		(179,022)		(173,725)
Property and equipment, net	110,399		110,399		108,933
Depreciation and amortization expense	5,100	$ 4,900	14,600	$ 14,600
Land
Property and equipment, net
Property and equipment, gross	15,524		15,524		15,691
Buildings, civil works and improvements
Property and equipment, net
Property and equipment, gross	48,648		48,648		49,166
Leasehold improvements
Property and equipment, net
Property and equipment, gross	13,642		13,642		13,553
Equipment and tooling
Property and equipment, net
Property and equipment, gross	142,962		142,962		135,703
Furniture and fixtures
Property and equipment, net
Property and equipment, gross	3,397		3,397		3,632
Computer equipment
Property and equipment, net
Property and equipment, gross	22,367		22,367		24,119
Computer software
Property and equipment, net
Property and equipment, gross	30,532		30,532		26,981
Computer software implementation in process
Property and equipment, net
Property and equipment, gross	6,212		6,212		9,705
Construction in process
Property and equipment, net
Property and equipment, gross	$ 6,137		$ 6,137		$ 4,108

Goodwill and Intangible Assets - Estimated future amortization expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Estimated future amortization expense
2024 (remaining 3 months)	$ 4,922		$ 4,922
2025	16,299		16,299
2026	12,704		12,704
2027	8,522		8,522
2028	5,659		5,659
Thereafter	62,418		62,418
Intangibles Net	110,524		110,524		$ 109,391
Software development costs
Estimated future amortization expense
Intangibles Net	66,590		66,590		$ 57,559
Capitalized software development costs	$ 4,300	$ 4,100	$ 12,300	$ 12,000

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Net income	$ 34,043	$ 21,808	$ 83,475	$ 49,397
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax	(2,300)	1,569	(77)	(3,309)
Net unrealized gain (loss) on investments and derivatives, net of tax	1,731	(1,430)	(512)	1,098
Other, net of tax	137	332	411	997
Other comprehensive income (loss)	(432)	471	(178)	(1,214)
Comprehensive income	$ 33,611	$ 22,279	$ 83,297	$ 48,183

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Basis of Presentation - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Per Share Computations
Net income available to common stockholders	$ 34,043	$ 21,808	$ 83,475	$ 49,397
Weighted average shares outstanding-basic	17,042	16,809	16,954	16,858
Dilutive effect of equity awards	383	375	347	293
Weighted average shares outstanding-diluted	17,425	17,184	17,301	17,151
Basic earnings per share	$ 2.00	$ 1.30	$ 4.92	$ 2.93
Diluted earnings per share	$ 1.95	$ 1.27	$ 4.82	$ 2.88
Shares excluded from diluted earnings per share due to their anti-dilutive effect	22	60	11	75

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Commitments and Contingencies

9 Months Ended

Mar. 31, 2024

Commitments and Contingencies

Commitments and Contingencies

10. Commitments and Contingencies

Acquisition-Related Contingent Obligations

Under the terms and conditions of the purchase agreements associated with certain acquisitions, we may be obligated to make additional payments based on the achievement of certain sales or profitability milestones through the acquired operations. For agreements that contain contingent consideration obligations that are capped, the remaining maximum amount of such potential future payments is $48.6 million as of March 31, 2024.

Projections and estimated probabilities are used to estimate future contingent earnout payments, which are discounted back to present value to compute contingent earnout liabilities. The following table provides a roll-forward from June 30, 2023 to March 31, 2024 of the contingent consideration liability, which is included in other accrued expenses and current liabilities and other long-term liabilities in our consolidated balance sheets (in thousands):


Beginning fair value, June 30, 2023	$	21,181
Addition of contingent earnout obligations		1,766
Foreign currency translation adjustment		(14)
Changes in fair value for contingent earnout obligations		(3,443)
Payments on contingent earnout obligations		(602)
Ending fair value, March 31, 2024	$	18,888

Environmental Contingencies

We are subject to various environmental laws. We conduct environmental investigations at our manufacturing facilities in North America, Asia-Pacific, and Europe, and, to the extent practicable, on all new properties in order to identify, as of the date of such investigation, potential areas of environmental concern related to past and present activities or from nearby operations. In certain cases, we have conducted further environmental assessments consisting of soil and groundwater testing and other investigations deemed appropriate by independent environmental consultants.

We have not accrued for loss contingencies relating to environmental matters because we believe that, although unfavorable outcomes are possible, they are not considered by our management to be probable and reasonably estimable. If one or more of these environmental matters are resolved in a manner adverse to us, the impact on our business, financial condition, results of operations and cash flow could be material.

Indemnifications and Certain Employment-Related Contingencies

In the normal course of business, we have agreed to indemnify certain parties with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from breaches of representations, warranties or covenants, or intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our directors and certain of our officers. It is not possible to determine the maximum potential liability amount under these indemnification agreements due to, among other things, the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. We have not recorded any liability for costs related to contingent indemnification obligations as of March 31, 2024.

On December 31, 2017, we and Deepak Chopra, our Chief Executive Officer, entered into an amendment to Mr. Chopra’s employment agreement that, among other things, provided for a $13.5 million bonus payment to Mr. Chopra on or within 45 days of January 1, 2024. This amount was included in accrued payroll and related expenses as of December 31, 2023 and was paid in full in February 2024.

Product Warranties

We offer our customers warranties on many of the products that we sell. These warranties typically provide for repairs and maintenance of the products if problems arise during a specified time period after original shipment. Concurrent with the sale of products, we record a provision for estimated warranty expenses with a corresponding increase in cost of goods sold. We periodically adjust this provision based on historical experience and anticipated expenses. We charge actual expenses of repairs under warranty, including parts and labor, to this provision when incurred. The current obligation for warranty provision is included in other accrued expenses and current liabilities and the noncurrent portion is included in other long-term liabilities in the consolidated balance sheets.

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


	Nine Months Ended March 31,
	2023		2024
Balance at beginning of period	$	13,347	$	11,149
Additions		2,622		3,524
Reductions for warranty repair costs and adjustments		(5,831)		(4,145)
Balance at end of period	$	10,138	$	10,528

Legal Proceedings

In February 2023, one of our subsidiaries received a subpoena from the U.S. Department of Justice (“DoJ”). The subpoena was issued as part of a DoJ case against a former employee of an OSI Systems subsidiary for embezzlement and other conduct occurring before he was hired by our subsidiary and while he was employed by another company in the United States and Mexico. The subpoena requests documents and records relating to, among other things, the former employee and the Company’s business dealings in Mexico since 2020. In February 2024, we received a follow-up subpoena requesting the same categories of documents but extending the relevant time period through to the date of the second subpoena. We have produced documents in response to these subpoenas and intend to cooperate with any further subpoenas or other requests in connection with this or any ensuing investigation.

We are involved in various other potential or actual claims and legal proceedings arising in the ordinary course of business. In our opinion after consultation with legal counsel, the ultimate disposition of such proceedings is not likely to have a material adverse effect on our business, financial condition, results of operations or cash flows. We have not accrued for loss contingencies relating to any non-ordinary course matters because we believe that, although unfavorable outcomes in the proceedings are possible, they are not considered by management to be probable and reasonably estimable. If one or more of these matters are resolved in a manner adverse to our company, the impact on our business, financial condition, results of operations and cash flows could be material.

Restructuring and Other Charges (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Impairment, Restructuring and Other Charges
Acquisition-related costs	$ 19	$ 50	$ 444	$ 150
Employee termination costs	502	526	814	1,026
Facility closures/consolidation	471	35	815	35
Legal costs, net	12	279	423	3,155
Total	1,004	890	2,496	4,366
Accrued restructuring and other charges		3,200		3,200
Other operational efficiency activities
Impairment, Restructuring and Other Charges
Acquisition-related costs		100	800
Employee termination costs	500	300	800	1,000
Facility closures/consolidation			200
Legal costs, net		500	400	4,400
Total	1,000	900	2,500
Security Division
Impairment, Restructuring and Other Charges
Acquisition-related costs	8		243	23
Employee termination costs	129	413	279	688
Facility closures/consolidation	38	35	38	35
Legal costs, net	10	45	61	612
Total	185	493	621	1,358
Healthcare Division
Impairment, Restructuring and Other Charges
Employee termination costs	311	81	311	291
Legal costs, net		226		2,462
Total	311	307	311	2,753
Optoelectronics And Manufacturing Division
Impairment, Restructuring and Other Charges
Acquisition-related costs	11		201
Employee termination costs	60	32	102	47
Facility closures/consolidation	433		777
Total	504	32	1,080	47
Corporate
Impairment, Restructuring and Other Charges
Acquisition-related costs		50		127
Employee termination costs	2		122
Legal costs, net	2	8	362	81
Total	$ 4	$ 58	$ 484	$ 208

Balance Sheet Details

9 Months Ended

Mar. 31, 2024

Balance Sheet Details

Balance Sheet Details

3. Balance Sheet Details

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


	June 30,		March 31,
Accounts receivable, net	2023		2024
Accounts receivable	$	395,218	$	519,476
Less allowance for doubtful accounts		(14,373)		(15,648)
Total	$	380,845	$	503,828


	June 30,		March 31,
Inventories	2023		2024
Raw materials	$	233,217	$	257,846
Work-in-process		56,329		88,323
Finished goods		48,462		96,628
Total	$	338,008	$	442,797


	June 30,		March 31,
Property and equipment, net	2023		2024
Land	$	15,691	$	15,524
Buildings, civil works and improvements		49,166		48,648
Leasehold improvements		13,553		13,642
Equipment and tooling		135,703		142,962
Furniture and fixtures		3,632		3,397
Computer equipment		24,119		22,367
Computer software		26,981		30,532
Computer software implementation in process		9,705		6,212
Construction in process		4,108		6,137
Total		282,658		289,421
Less accumulated depreciation and amortization		(173,725)		(179,022)
Property and equipment, net	$	108,933	$	110,399

Depreciation and amortization expense for property and equipment was $4.9 million and $5.1 million for the three months ended March 31, 2023 and 2024, respectively, and $14.6 million for each of the nine months ended March 31, 2023 and 2024.

Leases (Tables)

9 Months Ended

Mar. 31, 2024

Leases

Schedule of components of operating lease expense

The components of operating lease expense were as follows (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2024		2023		2024
Operating lease cost	$	2,850	$	2,822	$	8,525	$	8,433
Variable lease cost		328		289		1,055		823
Short-term lease cost		261		372		685		1,038
	$	3,439	$	3,483	$	10,265	$	10,294

Schedule of supplemental disclosures related to operating leases

Supplemental disclosures related to operating leases were as follows (in thousands):


	Balance Sheet Category	June 30, 2023		March 31, 2024
Operating lease ROU assets, net	Other assets	$	32,618	$	28,792

Operating lease liabilities, current portion	Other accrued expenses and current liabilities	$	9,787	$	9,373
Operating lease liabilities, long-term	Other long-term liabilities		23,733		20,141
Total operating lease liabilities		$	33,520	$	29,514

Weighted average remaining lease term					3.8 years
Weighted average discount rate					4.1	%

Schedule of supplemental cash flow information related to operating leases

Supplemental cash flow information related to operating leases was as follows (in thousands):


	Nine Months Ended March 31,
	2023		2024
Cash paid for operating lease liabilities	$	8,631	$	9,114
ROU assets obtained in exchange for new lease obligations		2,658		3,780

Schedule of maturities of operating lease liabilities

Maturities of operating lease liabilities at March 31, 2024 were as follows (in thousands):


	March 31, 2024
Less than one year	$	10,344
1 – 2 years		8,894
2 – 3 years		7,754
3 – 4 years		4,230
4 – 5 years		934
Thereafter		278
		32,434
Less: imputed interest		(2,920)
Total lease liabilities	$	29,514

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	Apr. 23, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	000-23125
Entity Registrant Name	OSI SYSTEMS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	33-0238801
Entity Address, Address Line One	12525 Chadron Avenue
Entity Address, City or Town	Hawthorne
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90250
City Area Code	310
Local Phone Number	978-0516
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	OSIS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		17,048,704
Entity Central Index Key	0001039065
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--06-30
Amendment Flag	false

Commitments and Contingencies - Contingent Acquisition Obligations (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Dec. 31, 2017	Mar. 31, 2024
Contingent Acquisition Obligations
Beginning fair value, June 30, 2023		$ 21,181
Addition of contingent earnout obligations		1,766
Foreign currency translation adjustment		(14)
Changes in fair value for contingent earnout obligations		(3,443)
Payments on contingent earnout obligations		(602)
Ending fair value, March 31, 2024		18,888
Other business acquisitions
Contingent Acquisition Obligations
Remaining maximum amount of contingent consideration		$ 48,600
Mr. Chopra, Chief Executive Officer \| Deferred bonus
Indemnifications and Certain Employment-Related Contingencies
Bonus payment on or within 45 days of January 1, 2024 contingent upon continued employment through that date	$ 13,500
Maximum number of days after January 1, 2024, bonus payment due	45 days

Commitments and Contingencies - Warranty provisions (Details) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Changes in provision for warranties
Balance at beginning of period	$ 11,149	$ 13,347
Additions	3,524	2,622
Reductions for warranty repair costs and adjustments	(4,145)	(5,831)
Balance at end of period	$ 10,528	$ 10,138

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified [Flag]	false
Non-Rule 10b5-1 Arrangement Modified [Flag]	false

Stockholders' Equity - Additional information (Details) - Common stock - shares	Mar. 31, 2024	Sep. 30, 2022
Employee Stock Purchase Plan and Stock Repurchase Program
Number of repurchased shares authorized		2,000,000
Number of shares available for repurchase	1,721,870

Borrowings (Details) - USD ($)	3 Months Ended		9 Months Ended
Borrowings (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023	Sep. 01, 2022	Feb. 28, 2017
BORROWINGS
Borrowings outstanding	$ 349,000,000		$ 349,000,000		$ 215,000,000
Revolving credit facility
BORROWINGS
Unused commitment fee (as a percent)			0.10%
Borrowings outstanding	349,000,000.0		$ 349,000,000.0
Available credit facility	176,300,000		176,300,000
Revolving credit facility \| Minimum
BORROWINGS
Maximum borrowing capacity	600,000,000		$ 600,000,000
Unused commitment fee (as a percent)			0.10%
Revolving credit facility \| Maximum
BORROWINGS
Maximum borrowing capacity	300,000,000		$ 300,000,000
Increase in the credit agreement's borrowing capacity available under certain circumstances	250,000,000		$ 250,000,000
Unused commitment fee (as a percent)			0.25%
Revolving credit facility \| LIBOR
BORROWINGS
Interest rate margin (as a percent)			1.00%
Revolving credit facility \| LIBOR \| Minimum
BORROWINGS
Interest rate margin (as a percent)			1.00%
Revolving credit facility \| LIBOR \| Maximum
BORROWINGS
Interest rate margin (as a percent)			1.75%
Letters of credit sub facility
BORROWINGS
Amount outstanding under letters of credit	74,700,000		$ 74,700,000
Term Loan
BORROWINGS
Borrowings outstanding	137,500,000		137,500,000
1.25% Convertible Senior Notes Due 2022
BORROWINGS
Total interest expense				$ 700,000
Principal amount							$ 287,500,000
Principal value of notes repurchased and cancelled						$ 242,300,000
Contractual interest expense				500,000
Amortization of debt issuance costs				200,000
Lines-of-credit
BORROWINGS
Amount outstanding under letters of credit	54,500,000		54,500,000
Available credit facility	21,400,000		21,400,000
Credit facility and delayed draw term loan
BORROWINGS
Total interest expense	$ 8,100,000	$ 5,900,000	$ 21,500,000	$ 12,900,000

Business Combinations (Details) - USD ($) $ in Millions	1 Months Ended
Business Combinations (Details) - USD ($) $ in Millions	Dec. 31, 2023	Oct. 31, 2023	Apr. 30, 2023	Feb. 28, 2023	Dec. 31, 2022	Aug. 31, 2022
Privately held contract manufacturer
Business Combinations
Consideration paid	$ 6.3
Privately held provider of radiation technology
Business Combinations
Consideration paid		$ 2.8
Maximum contingent consideration		$ 3.6
A privately held provider of engineering and contract manufacturing solutions
Business Combinations
Consideration paid			$ 2.5
Maximum contingent consideration			$ 2.5
Privately held provider of training software and solutions
Business Combinations
Consideration paid				$ 2.1		$ 1.9
Maximum contingent consideration				$ 5.0
Provider of baggage and parcel inspection systems
Business Combinations
Consideration paid					$ 1.6

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Income Taxes
Effective income tax rate (as a percent)	22.60%	23.80%	21.70%	22.60%
Net discrete tax benefit related to equity-based compensation under change in accounting principle	$ 0.2	$ 0.2	$ 0.8	$ 0.6
Net discrete tax benefit related to equity-based compensation under change in prior year tax estimates			$ 2.3

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 101,443	$ 76,750
Accounts receivable, net	503,828	380,845
Inventories	442,797	338,008
Prepaid expenses and other current assets	71,182	44,300
Total current assets	1,119,250	839,903
Property and equipment, net	110,399	108,933
Goodwill	352,119	349,505
Intangible assets, net	142,056	140,857
Other assets	107,251	116,488
Total assets	1,831,075	1,555,686
CURRENT LIABILITIES:
Bank lines of credit	349,000	215,000
Current portion of long-term debt	8,212	8,076
Accounts payable	172,115	139,011
Accrued payroll and related expenses	43,554	51,243
Advances from customers	65,888	21,250
Other accrued expenses and current liabilities	122,913	137,114
Total current liabilities	761,682	571,694
Long-term debt	131,214	136,491
Deferred income taxes	7,293	6,571
Other long-term liabilities	117,473	114,765
Total liabilities	1,017,662	829,521
Commitments and contingencies (Note 10)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value- 10,000,000 shares authorized; no shares issued or outstanding
Common stock, $0.001 par value-100,000,000 shares authorized; issued and outstanding, 16,755,772 shares at June 30, 2023 and 17,048,704 shares at March 31, 2024	16,667	9,835
Retained earnings	816,551	735,957
Accumulated other comprehensive loss	(19,805)	(19,627)
Total stockholders' equity	813,413	726,165
Total liabilities and stockholders' equity	$ 1,831,075	$ 1,555,686