Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Aug. 16, 2022 | Dec. 31, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jun. 30, 2022 | ||
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 Filer Category | Large Accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 16,914,283 | ||
Entity Central Index Key | 0001039065 | ||
Current Fiscal Year End Date | --06-30 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 1,553,218,915 | ||
Auditor Name | Moss Adams LLP | ||
Auditor Firm ID | 659 | ||
Auditor Location | Los Angeles, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 64,202 | $ 80,613 |
Accounts receivable, net | 307,973 | 290,653 |
Inventories | 333,907 | 294,208 |
Prepaid expenses and other current assets | 40,062 | 43,930 |
Total current assets | 746,144 | 709,404 |
Property and equipment, net | 109,684 | 118,004 |
Goodwill | 336,357 | 320,304 |
Intangible assets, net | 138,370 | 127,608 |
Other assets | 112,595 | 109,047 |
Total assets | 1,443,150 | 1,384,367 |
CURRENT LIABILITIES: | ||
Bank lines of credit | 60,000 | |
Current portion of long-term debt | 244,575 | 846 |
Accounts payable | 125,204 | 141,263 |
Accrued payroll and related expenses | 46,379 | 50,816 |
Advances from customers | 19,917 | 38,463 |
Other accrued expenses and current liabilities | 117,879 | 113,379 |
Total current liabilities | 613,954 | 344,767 |
Long-term debt, net | 48,668 | 276,421 |
Deferred income taxes | 11,112 | 7,157 |
Other long-term liabilities | 130,992 | 116,202 |
Total liabilities | 804,726 | 744,547 |
Commitments and contingencies (Note 11) | ||
Stockholders' Equity: | ||
Preferred stock, $0.001 par value- 10,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value-100,000,000 shares authorized; issued and outstanding, 17,854,110 and 16,870,050 shares at June 30, 2021 and 2022, respectively | 17 | 105,724 |
Retained earnings | 663,869 | 548,842 |
Accumulated other comprehensive loss | (25,462) | (14,746) |
Total stockholders' equity | 638,424 | 639,820 |
Total liabilities and stockholders' equity | $ 1,443,150 | $ 1,384,367 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Jun. 30, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
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 | 16,870,050 | 17,854,110 |
Common stock, shares outstanding | 16,870,050 | 17,854,110 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net revenues: | |||
Total net revenues | $ 1,183,236 | $ 1,146,902 | $ 1,166,044 |
Cost of goods sold: | |||
Total cost of goods sold | 758,809 | 726,984 | 745,405 |
Gross profit | 424,427 | 419,918 | 420,639 |
Operating expenses: | |||
Selling, general and administrative | 235,553 | 240,747 | 251,961 |
Research and development | 59,583 | 53,696 | 57,308 |
Impairment, restructuring and other charges, net | 7,542 | 10,104 | 6,483 |
Total operating expenses | 302,678 | 304,547 | 315,752 |
Income from operations | 121,749 | 115,371 | 104,887 |
Interest and other expense, net | (8,962) | (16,731) | (18,765) |
Other income | 27,373 | ||
Income before income taxes | 140,160 | 98,640 | 86,122 |
Provision for income taxes | (24,813) | (24,591) | (10,870) |
Net income | $ 115,347 | $ 74,049 | $ 75,252 |
Earnings per share: | |||
Basic | $ 6.57 | $ 4.12 | $ 4.14 |
Diluted | $ 6.45 | $ 4.03 | $ 4.05 |
Shares used in per share calculation: | |||
Basic | 17,551 | 17,968 | 18,191 |
Diluted | 17,870 | 18,388 | 18,600 |
Products | |||
Net revenues: | |||
Total net revenues | $ 897,259 | $ 872,809 | $ 850,478 |
Cost of goods sold: | |||
Total cost of goods sold | 608,990 | 586,935 | 575,342 |
Services | |||
Net revenues: | |||
Total net revenues | 285,977 | 274,093 | 315,566 |
Cost of goods sold: | |||
Total cost of goods sold | $ 149,819 | $ 140,049 | $ 170,063 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $ 115,347 | $ 74,049 | $ 75,252 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment, net of tax | (10,202) | 10,186 | (6,590) |
Other, net of tax | (514) | 262 | (1,877) |
Other comprehensive income (loss) | (10,716) | 10,448 | (8,467) |
Comprehensive income | $ 104,631 | $ 84,497 | $ 66,785 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock. | Retained Earnings | Accumulated Other Comprehensive Loss | Total |
Balance at Jun. 30, 2019 | $ 168,913 | $ 399,541 | $ (16,727) | $ 551,727 |
Balance (in shares) at Jun. 30, 2019 | 18,167,020 | |||
Increase (Decrease) in Shareholders' Equity | ||||
Exercise of stock options | $ 1,817 | 1,817 | ||
Exercise of stock options (in shares) | 201,150 | |||
Vesting of restricted stock/RSUs | $ 0 | 0 | ||
Vesting of restricted stock/RSUs (in shares) | 390,613 | |||
Shares issued under employee stock purchase program | $ 4,286 | 4,286 | ||
Shares issued under employee stock purchase program (in shares) | 71,595 | |||
Stock compensation expense | $ 23,817 | 23,817 | ||
Repurchase of common stock | $ (51,775) | (51,775) | ||
Repurchase of common stock (in shares) | (562,707) | |||
Taxes paid related to net share settlement of equity awards | $ (24,505) | (24,505) | ||
Taxes paid related to net share settlement of equity awards (in shares) | (255,689) | |||
Net income | $ 0 | 75,252 | 75,252 | |
Other comprehensive loss | 0 | (8,467) | (8,467) | |
Balance at Jun. 30, 2020 | $ 122,553 | 474,793 | (25,194) | 572,152 |
Balance (in shares) at Jun. 30, 2020 | 18,011,982 | |||
Increase (Decrease) in Shareholders' Equity | ||||
Exercise of stock options | $ 1,302 | 1,302 | ||
Exercise of stock options (in shares) | 88,657 | |||
Vesting of restricted stock/RSUs | $ 0 | 0 | ||
Vesting of restricted stock/RSUs (in shares) | 313,892 | |||
Shares issued under employee stock purchase program | $ 4,215 | 4,215 | ||
Shares issued under employee stock purchase program (in shares) | 68,180 | |||
Stock compensation expense | $ 26,771 | 26,771 | ||
Repurchase of common stock | $ (37,468) | (37,468) | ||
Repurchase of common stock (in shares) | (452,005) | |||
Taxes paid related to net share settlement of equity awards | $ (11,649) | (11,649) | ||
Taxes paid related to net share settlement of equity awards (in shares) | (176,596) | |||
Net income | $ 0 | 74,049 | 74,049 | |
Other comprehensive loss | 0 | 10,448 | 10,448 | |
Balance at Jun. 30, 2021 | $ 105,724 | 548,842 | (14,746) | $ 639,820 |
Balance (in shares) at Jun. 30, 2021 | 17,854,110 | 17,854,110 | ||
Increase (Decrease) in Shareholders' Equity | ||||
Exercise of stock options | $ 460 | $ 460 | ||
Exercise of stock options (in shares) | 166,629 | |||
Vesting of restricted stock/RSUs | $ 0 | 0 | ||
Vesting of restricted stock/RSUs (in shares) | 337,442 | |||
Shares issued under employee stock purchase program | $ 4,297 | 4,297 | ||
Shares issued under employee stock purchase program (in shares) | 60,065 | |||
Stock compensation expense | $ 28,072 | 28,072 | ||
Repurchase of common stock | $ (92,351) | (19,276) | (111,627) | |
Repurchase of common stock (in shares) | (1,294,594) | |||
Taxes paid related to net share settlement of equity awards | $ (19,422) | (19,422) | ||
Taxes paid related to net share settlement of equity awards (in shares) | (253,602) | |||
Adoption of ASU 2020-06 for convertible notes | ASU 2020-06 | $ (26,763) | 18,956 | (7,807) | |
Net income | 0 | 115,347 | 115,347 | |
Other comprehensive loss | 0 | (10,716) | (10,716) | |
Balance at Jun. 30, 2022 | $ 17 | $ 663,869 | $ (25,462) | $ 638,424 |
Balance (in shares) at Jun. 30, 2022 | 16,870,050 | 16,870,050 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 115,347 | $ 74,049 | $ 75,252 |
Adjustments to reconcile net income to net cash provided by operating activities, net of effects from acquisitions: | |||
Depreciation and amortization | 38,679 | 43,855 | 49,758 |
Stock-based compensation | 28,072 | 26,771 | 23,817 |
Provision for (recovery of) losses on accounts receivable | (5,978) | 9,823 | 4,741 |
Deferred income taxes | 3,520 | 432 | (431) |
Amortization of debt discount and issuance costs | 1,343 | 9,756 | 9,383 |
Impairment charges | 1,006 | 552 | 5,458 |
Gain on sale of property and equipment | (27,373) | ||
Other | (1,326) | (109) | 178 |
Changes in operating assets and liabilities-net of business acquisitions: | |||
Accounts receivable | (13,710) | (28,955) | (37,071) |
Inventories | (44,662) | (47,768) | 30,752 |
Prepaid expenses and other assets | 22,323 | (34,430) | (10,566) |
Accounts payable | (15,055) | 55,601 | (8,893) |
Accrued payroll and related expenses | (1,998) | 10,486 | 4,205 |
Advances from customers | (18,423) | 9,796 | (15,188) |
Other | (17,957) | 9,207 | (2,215) |
Net cash provided by operating activities | 63,808 | 139,066 | 129,180 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Acquisition of property and equipment | (14,921) | (16,896) | (21,057) |
Proceeds from sale of property and equipment | 34,132 | 1,136 | 669 |
Purchases of certificates of deposit | (2,243) | (4,892) | |
Proceeds from maturities of certificates of deposit | 56 | 2,710 | |
Acquisition of businesses, net of cash acquired | (14,132) | (3,000) | (8,940) |
Acquisition of intangible and other assets | (15,566) | (13,751) | (13,359) |
Net cash used in investing activities | (12,674) | (34,693) | (42,687) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Net borrowings (repayments) on bank lines of credit | 60,000 | (59,000) | (29,000) |
Proceeds from long-term debt | 50,388 | 739 | 770 |
Payments on long-term debt | (46,074) | (1,057) | (970) |
Proceeds from exercise of stock options and employee stock purchase plan | 4,796 | 5,517 | 6,103 |
Payment of contingent consideration | (2,061) | (1,007) | (5,353) |
Repurchase of common stock | (111,627) | (37,468) | (51,775) |
Taxes paid related to net share settlement of equity awards | (19,430) | (11,649) | (24,505) |
Net cash used in financing activities | (64,008) | (103,925) | (104,730) |
Effect of exchange rate changes on cash | (3,537) | 4,063 | (1,977) |
Net increase (decrease) in cash and cash equivalents | (16,411) | 4,511 | (20,214) |
Cash and cash equivalents-beginning of year | 80,613 | 76,102 | 96,316 |
Cash and cash equivalents-end of year | 64,202 | 80,613 | 76,102 |
Supplemental disclosure of cash flow information: | |||
Interest | 6,979 | 5,979 | 7,713 |
Income taxes | $ 16,658 | $ 12,778 | $ 19,077 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business We have three reporting segments: (i) Security, providing security and inspection systems and turnkey security screening solutions; (ii) Healthcare, providing patient monitoring, cardiology and remote monitoring and connected care systems and associated accessories; and (iii) Optoelectronics and Manufacturing, providing specialized electronic components and electronic manufacturing services for our Security and Healthcare divisions, as well as third parties for applications in the defense and aerospace markets, among others. Through our Security segment, we provide security screening products and related services globally. These products fall into the following categories: baggage and parcel inspection; cargo and vehicle inspection; hold (checked) baggage screening; people screening; radiation detection; and explosive and narcotics trace detection. In addition to these products, we also provide site design, installation, training and technical support services to our customers. We also provide turnkey security screening solutions, which can include the construction, staffing and long-term operation of security screening checkpoints for our customers. Through our Healthcare segment, we design, manufacture, market and service patient monitoring, cardiology and remote monitoring, and connected care systems and associated accessories globally. These products are used by care providers in critical care, emergency and perioperative areas within hospitals as well as physicians’ offices, medical clinics and ambulatory surgery centers, among others. Through our Optoelectronics and Manufacturing segment, we design, manufacture and market optoelectronic devices and flex circuits and provide electronics manufacturing services globally for use in a broad range of applications, including aerospace and defense electronics, X-ray security and inspection systems and medical imaging, chemistry analysis and diagnostics instruments, telecommunications, scanners and industrial automations, internet of things (IoT) and consumer wearable products. This division provides products and services to OEM customers and end users as well as to our Security and Healthcare divisions. Consolidation Use of Estimates Cash and Cash Equivalents Our cash and cash equivalents totaled $64.2 million at June 30, 2022. 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 the United Kingdom, Singapore, Accounts Receivable Inventories Property and Equipment Goodwill and Other Intangible Assets and Valuation of Long-Lived Assets We evaluate long-lived assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. If impairment does exist, we measure the impairment loss and record it based on the discounted estimate of future cash flows. In estimating future cash flows, we group assets at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows from other asset groups. Our estimate of future cash flows is based upon, among other things, certain assumptions about expected future operating performance, growth rates and other factors. Income Taxes Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The “Level 1” category includes assets and liabilities at quoted prices in active markets for identical assets and liabilities. The “Level 2” category includes assets and liabilities from observable inputs other than quoted market prices. The “Level 3” category includes assets and liabilities for which valuation techniques are unobservable and significant to the fair value measurement. The fair values of our financial assets and liabilities as of June 30, 2021 and 2022 are categorized as follows (in thousands): June 30, 2021 June 30, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets—Insurance company contracts $ — $ 47,113 $ — $ 47,113 $ — $ 40,284 $ — $ 40,284 Liabilities—Convertible debt $ — $ 287,500 $ — $ 287,500 $ — $ 242,302 $ — $ 242,302 Liabilities—Contingent consideration $ — $ — $ 19,431 $ 19,431 $ — $ — $ 28,212 $ 28,212 Derivative Instruments and Hedging Activity The net investment hedge has been designated as a hedge instrument and accounted for under Accounting Standards Codification (“ASC”) 815 Derivatives and Hedging. Hedge effectiveness is assessed using the spot method, consistent with guidance in ASC 815 whereby the change in fair value of the forward contract is recorded in the same manner as the related currency translation adjustments, within other comprehensive income, as the hedging instrument is expected to be fully effective unless the amount hedged exceeds the net investment in the foreign operation, or the foreign operation is liquidated. We settled the net investment hedge during fiscal 2021, and the amount recorded in other comprehensive loss was not significant. There were no net investment hedges outstanding as of June 30, 2022. The net gains or losses from our foreign currency forward contracts, which are not designated as hedge instruments, are reported in the consolidated statements of operations, and the amounts reported for the years ending June 30, 2020, 2021 and 2022 were not significant. The fair value of our foreign currency forward contracts is estimated using a standard valuation model and market-based observable inputs over the contractual term. Unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. As of June 30, 2021 and 2022, we held foreign currency forward contracts with notional amounts totaling $26.1 million and $22.9 million, respectively. Unrealized gains and losses from our foreign currency forward contracts as of June 30, 2021 and 2022 were not significant. Revenue Recognition We recognize revenue under Accounting Standards Product Sales. Service Revenue. Contract Revenue. When determining revenue recognition for contracts, we make judgments based on our understanding of the obligations in each contract. We determine whether or not customer acceptance criteria are perfunctory or inconsequential. The determination of whether or not customer acceptance terms are perfunctory or inconsequential impacts the amount and timing of revenue recognition. Judgments also include estimates of warranty reserves, which are established based on historical experience and knowledge of the product under warranty. Multiple Performance Obligations. In cases where obligations in a contract are distinct and thus require separation into multiple performance obligations, revenue recognition guidance requires that contract consideration be allocated to each distinct performance obligation based on its relative standalone selling price. The value allocated to each performance obligation is then recognized as revenue when the revenue recognition criteria for each distinct obligation or bundle of obligations has been met. The standalone selling price for each performance obligation is an amount that depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the good or service. When there is only one performance obligation associated with a contract, the entire sale value is attributed to that obligation. When a contract contains multiple performance obligations, the standalone selling price is first estimated using the observable price, which is generally a list price net of applicable discount, or the price used to sell the good or service in similar circumstances. In circumstances when a selling price is not directly observable, we will estimate the standalone selling price using information available to us including our market assessment and/or expected cost plus margin. The timetable for fulfilment of each of the distinct performance obligations can range from completion in a short amount of time and entirely within a single reporting period to completion over several reporting periods. The timing of revenue recognition for each performance obligation may be dependent upon several milestones, including physical delivery of equipment, completion of factory acceptance test, completion of site acceptance test, installation and connectivity of equipment, certification of training of personnel and, in the case of after-market service deliverables, the passage of time (typically evenly over the post-warranty period of the service deliverable). We often provide a guarantee to support our performance under multiple performance obligations. In the event that customers are permitted to terminate such arrangements, the underlying contract typically requires payment for deliverables and reimbursement of costs incurred through the date of termination. We disaggregate revenue by reporting segment (Security, Optoelectronics and Manufacturing, and Healthcare) to depict the nature of revenue in a manner consistent with our business operations and to be consistent with other communications and public filings. Refer to Note 14 for additional details of revenues by reporting segment. Contract Assets and Liabilities. Practical Expedients. In cases where we are responsible for shipping after the customer has obtained control of the goods, we have elected to treat the shipping activities as fulfillment activities rather than as a separate performance obligation. Additionally, we have elected to capitalize the cost to obtain a contract only if the period of amortization would be 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. Freight Research and Development Costs Stock-Based Compensation Impairment, Restructuring and Other Charges Credit Risk and Concentration Our cash and cash equivalents totaled $80.6 million and $64.2 million at June 30, 2021 and 2022, respectively. Of these amounts, approximately 71% and 78% was held by our foreign subsidiaries at June 30, 2021 and 2022, respectively. For cost, quality control, technological, and efficiency reasons, we purchase certain materials, parts, and components only from single vendors with whom we have ongoing relationships. We do, however, qualify second sources for many of our materials, parts, and components. While management believes that relying on key vendors improves the efficiency and reliability of business operations, relying on any one vendor for a significant aspect of business can have a significant negative impact on revenue and profitability if that vendor fails to perform at acceptable service levels for any reason, including financial difficulties of the vendor. Foreign Currency Translation and Transactions Business Combinations Earnings per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): 2020 2021 2022 Net income available to common stockholders $ 75,252 $ 74,049 $ 115,347 Weighted average shares outstanding—basic 18,191 17,968 17,551 Dilutive effect of equity awards 409 420 319 Weighted average shares outstanding—diluted 18,600 18,388 17,870 Basic earnings per share $ 4.14 $ 4.12 $ 6.57 Diluted earnings per share $ 4.05 $ 4.03 $ 6.45 Weighted average shares excluded from diluted earnings per share due to their anti-dilutive effect 120 47 47 Warranty Provision —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, whose activity for each of the three fiscal years ended June 30, 2022 is summarized in the following table (in thousands): Warranty provision as of June 30, 2019 $ 21,724 Warranty claims provided for/assumed in acquisition 7,551 Settlements made (8,450) Warranty provision as of June 30, 2020 $ 20,825 Warranty claims provided for/assumed in acquisition 5,419 Settlements made (6,508) Warranty provision as of June 30, 2021 $ 19,736 Warranty claims provided for/assumed in acquisition 3,474 Settlements made (9,863) Warranty provision as of June 30, 2022 $ 13,347 Leases —Right-of-use (“ROU”) assets represent our right to use an underlying asset during the reasonably certain lease terms, and lease liabilities represent our obligation to make lease payments arising from the leases. We recognize ROU lease assets and lease liabilities at lease commencement on our consolidated balance sheet based on the present value of lease payments over the lease term using a discount rate determined based on our incremental borrowing rate since the rate implicit in each lease is not readily determinable. We elected the package of practical expedients, which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification of any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component. We also elected the hindsight practical expedient, which allows us to use hindsight in determining the lease term. We do not record an ROU asset and corresponding lease liability for leases with an initial term of one year or less (“short-term leases”). The terms in our leases may include options to extend or terminate the lease. We recognize ROU assets and liabilities when it is reasonably certain that we will exercise those options. Judgment is required in our assessment as to whether renewal or termination options are reasonably certain to be exercised and factors such as contractual terms compared to current market rates and the importance of the facility and location to our operations, among others, are considered. Lease payments are made in accordance with the lease terms, and lease expense, including short-term lease expense, is recognized on a straight-line basis over the lease term. We lease facilities and certain equipment under various operating lease agreements. The majority of our lease arrangements are comprised of fixed payments while certain of our other leases provide for periodic rent increases. Our leases may contain escalation clauses and renewal options. Most of the leases require us to pay for certain other costs such as common area maintenance and property taxes. Rent expense for leases with periodic rent increases or escalation clauses is recognized on a straight-line basis over the minimum lease term. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. We also have finance leases for fleet vehicles that are not material to the consolidated financial statements. Subsequent Events Recent Accounting Guidance Recently Adopted Accounting Pronouncements Convertible Debt In August 2020, the FASB issued Accounting Standards Update 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments typically will be closer to the coupon interest rate. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. We early adopted the new guidance on July 1, 2021 using the modified retrospective approach and recorded a $19 million increase to retained earnings and a reduction of $27 million in Common Stock as if there had been no equity component. Additionally, we recorded an increase to the convertible notes balance of $10 million. Interest expense recognized subsequent to adoption on July 1, 2021 is reduced as a result of accounting for the convertible debt instrument as a single liability measured at its amortized cost. Income Taxes In December 2019, the FASB issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles of ASC 740 and is intended to improve consistency and simplify GAAP in several other areas of ASC 740 by clarifying and amending existing guidance. The ASU applies to all entities that pay income taxes under GAAP. We adopted this accounting pronouncement on July 1, 2021 using the modified prospective approach. The adoption of ASU 2019-12 did not have a material impact on our consolidated financial statements. Contract Assets and Contract Liabilities from Revenue Contracts with Customers in a Business Combination In October 2021, the FASB issued Accounting Standards Update 2021-08, an accounting standard update to improve the accounting for contract assets and contract liabilities from revenue contracts with customers in a business combination (Topic 805). This amendment improves comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. This authoritative guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. We early adopted the new guidance effective January 1, 2022 using the prospective approach and applied the amendments to both business combinations that occurred during the year ended June 30, 2022. The adoption of ASU 2021-08 did not have a material impact on our consolidated financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Jun. 30, 2022 | |
BUSINESS COMBINATIONS | |
BUSINESS COMBINATIONS | 2. BUSINESS COMBINATIONS In February 2022, we (through our Security division) acquired a privately held provider of intelligent inspection, sensory, and recognition solutions for approximately $14 million, plus up to $25 million in potential contingent consideration. The acquisition was financed with cash on hand and borrowings under our revolving bank line of credit. The goodwill recognized for this business is not deductible for income tax purposes. In February 2022, we (through our Security division) acquired a privately held sales and services company for approximately $1.1 million, plus an immaterial amount of potential contingent consideration. The acquisition was financed with cash on hand. The goodwill recognized for this transaction is deductible for income tax purposes. In fiscal 2021, we (through our Healthcare division) acquired a privately-held software development company for $3.0 million, plus up to $12.0 million in potential contingent consideration. The goodwill recognized for this business is deductible for income tax purposes. This acquisition was financed with available cash on hand. In fiscal 2020, we paid These business acquisitions, individually and in the aggregate, were not material to our consolidated financial statements. Accordingly, pro-forma historical results of operations and other disclosures related to these businesses have not been presented. |
BALANCE SHEET DETAILS
BALANCE SHEET DETAILS | 12 Months Ended |
Jun. 30, 2022 | |
BALANCE SHEET DETAILS | |
BALANCE SHEET DETAILS | 3. BALANCE SHEET DETAILS The following tables provide details of selected balance sheet accounts (in thousands): June 30, Accounts receivable, net 2021 2022 Accounts receivable $ 315,926 $ 326,849 Less allowance for doubtful accounts (25,273) (18,876) Total $ 290,653 $ 307,973 June 30, Inventories 2021 2022 Raw materials $ 160,313 $ 213,290 Work-in-process 59,594 46,873 Finished goods 74,301 73,744 Total $ 294,208 $ 333,907 Estimated Useful June 30, Property and equipment, net Lives 2021 2022 Land N/A $ 16,357 $ 15,028 Buildings, civil works and improvements 5 - 40 years 57,555 47,309 Leasehold improvements 1 - 13 years 8,874 11,599 Equipment and tooling 3 - 10 years 129,735 128,425 Furniture and fixtures 3 - 10 years 3,275 3,592 Computer equipment 3 - 5 years 19,349 21,208 Computer software 3 - 10 years 23,090 25,153 Computer software implementation in process N/A 11,102 9,422 Construction in process N/A 4,011 5,283 Total 273,348 267,019 Less accumulated depreciation and amortization (155,344) (157,335) Property and equipment, net $ 118,004 $ 109,684 During fiscal 2020, 2021 and 2022, depreciation expense was approximately $21.5 million, $22.4 million and $21.0 million, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Jun. 30, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | 4. GOODWILL AND INTANGIBLE ASSETS The changes in the carrying amount of goodwill by segment for fiscal 2021 and 2022 are as follows (in thousands): Optoelectronics and Security Healthcare Manufacturing Division Division Division Consolidated Balance as of June 30, 2020 $ 203,627 $ 39,983 $ 67,017 $ 310,627 Goodwill acquired or adjusted during the period 2,322 3,244 — 5,566 Foreign currency translation adjustment 477 357 3,277 4,111 Balance as of June 30, 2021 $ 206,426 $ 43,584 $ 70,294 $ 320,304 Goodwill acquired or adjusted during the period 19,436 — — 19,436 Foreign currency translation adjustment (307) (397) (2,679) (3,383) Balance as of June 30, 2022 $ 225,555 $ 43,187 $ 67,615 $ 336,357 Intangible assets consisted of the following (amounts in thousands): June 30, 2021 June 30, 2022 Weighted Gross Gross Average Carrying Accumulated Intangibles Carrying Accumulated Intangibles Lives Value Amortization Net Value Amortization Net Amortizable assets: Software development costs 8 - 9 years $ 49,183 $ (15,679) $ 33,504 $ 64,096 $ (18,934) $ 45,162 Patents 19 years 8,753 (2,597) 6,156 8,541 (2,987) 5,554 Developed technology 10 years 60,665 (25,923) 34,742 66,901 (31,071) 35,830 Customer relationships 7 years 50,676 (26,588) 24,088 53,736 (32,785) 20,951 Total amortizable assets 169,277 (70,787) 98,490 193,274 (85,777) 107,497 Non-amortizable assets: In-process R&D 533 — 533 533 — 533 Trademarks 28,585 — 28,585 30,340 — 30,340 Total intangible assets $ 198,395 $ (70,787) $ 127,608 $ 224,147 $ (85,777) $ 138,370 Amortization expense related to intangible assets was $20.7 million, $21.5 million and $17.7 million for fiscal 2020, 2021 and 2022, respectively. At June 30, 2022, the estimated future amortization expense was as follows (in thousands): 2023 $ 18,581 2024 17,617 2025 16,781 2026 15,174 2027 12,005 Thereafter 27,339 Total $ 107,497 Software development costs for software products incurred before establishing technological feasibility are charged to operations. Software development costs incurred after establishing technological feasibility are capitalized on a product-by-product basis until the product is available for general release to customers at which time amortization begins. Annual amortization, charged to cost of goods sold, is the amount computed using the ratio that current revenues for a product bear to the total current and anticipated future revenues for that product. In the event that future revenues are not estimable, such costs are amortized on a straight-line basis over the remaining estimated economic life of the product. Amortizable assets that have not yet begun to be amortized are included in Thereafter in the table above. During fiscal 2020, 2021 and 2022, we capitalized software development costs in the amounts of $11.9 million, $12.9 million and $15.2 million, respectively. |
CONTRACT ASSETS AND LIABILITIES
CONTRACT ASSETS AND LIABILITIES | 12 Months Ended |
Jun. 30, 2022 | |
CONTRACT ASSETS AND LIABILITIES | |
CONTRACT ASSETS AND LIABILITIES | 5. CONTRACT ASSETS AND LIABILITIES The table below shows the balance of contract assets and liabilities as of June 30, 2021 and 2022, including the change between the periods. There were no substantial non-current contract assets for the periods presented. Contract Assets (in thousands) June 30, June 30, 2021 2022 Change % Change Unbilled revenue (included in accounts receivable, net) $ 40,853 $ 43,287 $ 2,434 6 % Contract Liabilities (in thousands) June 30, June 30, 2021 2022 Change % Change Advances from customers $ 38,463 $ 19,917 $ (18,546) (48) % Deferred revenue—current 32,689 31,396 (1,293) (4) % Deferred revenue—long-term 14,898 20,476 5,578 37 % Remaining Performance Obligations . Remaining performance obligations related to ASC 606 represent the portion of the transaction price allocated to performance obligations under an original contract with a term greater than one year which are fully or partially unsatisfied at the end of the period. As of June 30, 2022, the aggregate portion of the transaction price allocated to remaining performance obligations was approximately $400.8 million. We expect to recognize revenue on approximately 44% of the remaining performance obligations over the next 12 months , and the remainder is expected to be recognized thereafter. During the year ended June 30, 2022, we recognized revenue of $65.7 million from contract liabilities existing as of July 1, 2021. Practical Expedients. In cases where we are responsible for shipping after the customer has obtained control of the goods, we have elected to treat the shipping activities as fulfillment activities rather than as a separate performance obligation. Additionally, we have elected to capitalize the cost to obtain a contract only if the period of amortization would be 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. |
LEASES
LEASES | 12 Months Ended |
Jun. 30, 2022 | |
LEASES | |
LEASES | 6. LEASES The components of operating lease expense for the fiscal years ended June 30, 2021 and 2022 were as follows (in thousands): Fiscal Year Ended June 30, 2021 2022 Operating lease cost $ 9,384 $ 10,390 Variable lease cost 927 856 Short-term lease cost 907 1,061 $ 11,218 $ 12,307 Sale-leaseback Transaction. In March 2022, we completed a sale-leaseback transaction for our manufacturing facilities and corporate headquarters in Hawthorne, California (the “Hawthorne Property”). We sold the Hawthorne Property for $32 million and recognized a gain on sale of $27.4 million which is included in Other income on the statement of operations. We also entered into a 6-year lease agreement for the Hawthorne Property expiring in March 2028, with two 5-year renewal options. As of June 30, 2022, we recorded the related ROU asset and lease liability for $5.7 million. Supplemental balance sheet assets and liabilities related to operating leases were as follows (in thousands): Balance Sheet Category June 30, 2021 June 30, 2022 Operating lease ROU assets, net Other assets $ 23,439 $ 39,461 Operating lease liabilities, current portion Other accrued expenses and current liabilities $ 7,499 $ 9,700 Operating lease liabilities, long-term Other long-term liabilities 16,317 30,363 Total operating lease liabilities $ 23,816 $ 40,063 Weighted average remaining lease term 4.9 years Weighted average discount rate 3.5 % Supplemental cash flow information related to operating leases for the year ended June 30, 2022 was as follows (in thousands): Fiscal Year Ended June 30, 2021 2022 Cash paid for operating lease liabilities $ 9,884 $ 10,046 ROU assets obtained in exchange for new lease obligations 4,212 27,402 Maturities of operating lease liabilities under ASC 842 Leases at June 30, 2022 were as follows (in thousands): June 30, 2022 Less than one year $ 10,886 1 – 2 years 9,673 2 – 3 years 7,776 3 – 4 years 6,355 4 – 5 years 5,468 Thereafter 3,517 43,675 Less: Imputed interest (3,612) Total lease liabilities $ 40,063 |
IMPAIRMENT, RESTRUCTURING AND O
IMPAIRMENT, RESTRUCTURING AND OTHER CHARGES | 12 Months Ended |
Jun. 30, 2022 | |
IMPAIRMENT, RESTRUCTURING AND OTHER CHARGES | |
IMPAIRMENT, RESTRUCTURING AND OTHER CHARGES | 7. IMPAIRMENT, RESTRUCTURING AND OTHER CHARGES We endeavor to align our global capacity and infrastructure with demand by our customers as well as fully integrate acquisitions and thereby improve operational efficiency. During the fiscal year ended June 30, 2022, we recognized $7.5 million in impairment, restructuring and other charges, which included $5.1 million in legal charges primarily related to class action litigation and government investigations, $1.2 million for employee terminations, $1.0 million for impairment of software assets, $0.3 million in acquisition related costs, and a net benefit for facility closures activity of a nominal amount. During the fiscal year ended June 30, 2021, we incurred $7.2 million for exit activities associated with an expired turnkey contract in Mexico. Such exit costs include $2.8 million for employee terminations, $1.1 million for facility closure and other exit costs, direct transaction costs of $2.7 million, and $0.6 million for ROU asset impairment for a leased facility. We also incurred costs of $1.6 million for other employee terminations and $0.5 million for other facility closure costs for operational efficiency activities, $0.3 million for acquisition-related activities, and $0.5 million for certain legal charges, net of insurance reimbursements. During fiscal year ended June 30, 2020, we incurred $0.4 million in costs for professional fees relating to acquisitions, $4.0 million in employee termination costs as part of operational efficiency initiatives, and $0.2 million in costs associated with the consolidation of facilities in our Security division. Additionally, legal fees and settlement costs resulted in a net recovery of $3.6 million as a result of insurance reimbursements of certain legal costs. During the year ended June 30, 2020, we also impaired an intangible asset for IPR&D in the Security division due to a strategic shift in the direction of the project and abandoned a non-core product line in our Healthcare division which resulted in the write-off of assets, including intangible and fixed assets. As a result, $5.5 million of assets, including intangible and fixed assets, were written off as we determined that these assets had no value and were permanently impaired. These impairment charges were included in impairment, restructuring and other charges in our consolidated statements of operations. The following tables summarize impairment, restructuring and other charges for the periods set forth below (in thousands): Fiscal 2020 Optoelectronics and Security Healthcare Manufacturing Division Division Division Corporate Total Impairment charges $ 2,200 $ 3,258 $ — $ — $ 5,458 Acquisition-related costs 309 — 41 — 350 Employee termination costs 2,748 466 618 184 4,016 Facility closures/consolidation 231 — — — 231 Legal costs (recoveries), net — — — (3,572) (3,572) Total expensed $ 5,488 $ 3,724 $ 659 $ (3,388) $ 6,483 Fiscal 2021 Optoelectronics and Security Healthcare Manufacturing Division Division Division Corporate Total Impairment charges $ 552 $ — $ — $ — $ 552 Acquisition-related costs 249 27 — — 276 Employee termination costs 4,130 — 315 — 4,445 Mexico transaction costs 2,691 — — — 2,691 Facility closures/consolidation 1,675 — — — 1,675 Legal costs, net — — — 465 465 Total expensed $ 9,297 $ 27 $ 315 $ 465 $ 10,104 Fiscal 2022 Optoelectronics and Security Healthcare Manufacturing Division Division Division Corporate Total Impairment charges $ — $ — $ — $ 1,006 $ 1,006 Acquisition-related costs 232 — — 56 288 Employee termination costs 1,077 — 100 — 1,177 Facility closures/consolidation (33) — — — (33) Legal costs, net — — — 5,104 5,104 Total expensed $ 1,276 $ — $ 100 $ 6,166 $ 7,542 The accrued liability for restructuring and other charges is included in other accrued expenses and current liabilities in the consolidated balance sheet. The changes in the accrued liability for restructuring and other charges for fiscal 2021 and 2022 were as follows (in thousands): Facility Acquisition- Employee Closure / Legal Related Termination Consolidation Costs and Costs Costs Cost Settlements Total Balance as of June 30, 2020 $ — $ 545 $ 201 $ 1,882 $ 2,628 Restructuring and other charges, net 276 4,368 1,675 3,156 9,475 Payments, adjustments and reimbursements, net (276) (4,663) (1,490) (2,266) (8,695) Balance as of June 30, 2021 $ — $ 250 $ 386 $ 2,772 $ 3,408 Restructuring and other charges (benefit), net 288 1,177 (33) 6,110 7,542 Payments, adjustments and reimbursements, net (288) (1,246) (330) (7,102) (8,966) Balance as of June 30, 2022 $ — $ 181 $ 23 $ 1,780 $ 1,984 |
BORROWINGS
BORROWINGS | 12 Months Ended |
Jun. 30, 2022 | |
BORROWINGS | |
BORROWINGS | 8. BORROWINGS Revolving Credit Facility In December 2021, we entered into an amendment to the senior secured credit facility that increased the aggregate amount available to borrow from $535 million to $750 million. The amended facility matures in December 2026 and is comprised of a $600 million revolving credit facility and a $150 million delayed draw term loan. The term loan is available to us to draw through September 1, 2022. 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 the greater of $250 million or such amount as would not cause our secured leverage ratio to exceed a specified level. Borrowings under the amended facility bore interest at LIBOR plus a margin of 1.0% as of June 30, 2022 (which margin can range from 1.0% to 1.75% based on our consolidated net leverage ratio as defined in the credit facility). The LIBOR index is expected to be phased out over time. The terms of our credit facility allow for replacement when that occurs. Letters of credit reduce the amount available to borrow under the credit facility by their face value amount. The unused portion of the facility bore a commitment fee of 0.10% as of June 30, 2022 (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 June 30, 2022, there were $60.0 million of borrowings outstanding under the revolving credit facility, $78.5 million outstanding under the letters of credit sub-facility, and $50 million outstanding under the term loan. As of June 30, 2022, the amount available to borrow under the revolving credit facility was $461.5 million and the amount available to borrow under the term loan was $100 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 June 30, 2022, we were in compliance with all financial covenants under this credit facility. 1.25% Convertible Senior Notes Due 2022 In February 2017, we issued $287.5 million of the Notes in a private offering. The Notes are governed by an indenture dated February 22, 2017. The maturity for the payment of principal is September 1, 2022. The Notes bear interest at the rate of 1.25% and are payable in cash semiannually in arrears on each March 1 and September 1. The Notes are senior unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of our unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries as well as any of our existing and future indebtedness that may be guaranteed by our subsidiaries to the extent of such guarantees (including the guarantees of certain of our subsidiaries under our existing credit facility). The Notes are convertible at any time at an initial conversion rate of 9.3056 per $1,000 principal amount of the Notes, which is equal to an initial conversion price of approximately $107.46 per share or a 38.5% premium to our stock price at the time of the issuance. The conversion rate is subject to adjustment upon certain events. Upon conversion, the original indenture provided that the Notes may be settled, at our election, in cash or shares of our Common Stock or a combination of cash and shares of our Common Stock. We have irrevocably elected a combination settlement method to satisfy the conversion obligation, which provides for us to settle the principal amount of the Notes in cash and to settle the excess conversion value, if any, in shares of Common Stock and cash in lieu of fractional shares. We may redeem the Notes if the last reported sale price of our Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any period of 30 consecutive trading days. If we undergo a fundamental change, as defined in the indenture for the Notes, subject to certain conditions, holders of the Notes may require us to repurchase all or part of the Notes for cash at a price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The occurrence of a fundamental change will also result in the Notes becoming immediately convertible. Since the last reported sales price of our Common Stock did not exceed 130% of the conversion price for at least 20 trading days within any applicable period of 30 consecutive trading days, the Notes are not yet convertible. Pursuant to ASC 470-20, we originally allocated the $287.5 million gross proceeds of the Notes between liability and equity components. The initial $242.4 million liability component was determined based on the fair value of similar debt instruments excluding the conversion feature for similar terms and priced on the same day the Notes were issued. The initial $45.1 million equity component represented the debt discount and was calculated as the difference between the fair value of the debt and the gross proceeds of the Notes. Issuance costs of $7.7 million were allocated between debt ($6.5 million) and equity ($1.2 million) components with the portion allocated to the debt presented as an offset against long-term debt in the consolidated balance sheet and was being amortized as interest expense over the life of the Notes using the effective interest method. Total interest expense recognized for the year ended June 30, 2020 related to the Notes was $13.0 million, which consisted of $3.6 million of contractual interest expense for each year, $8.2 For the year ended June 30, 2022, the total interest expense on the Notes was $4.7 million, which consisted of $3.5 million of contractual interest expense and $1.2 million of amortization of debt issuance costs. As of July 1, 2021, the remaining unamortized debt discount of $10.5 million was eliminated upon the adoption of ASU 2020-06. The unamortized debt issuance cost of $1.4 million and $0.2 million as of June 30, 2021 and June 30, 2022, respectively, is amortized on a straight-line basis, which approximates the effective interest method, over the life of the Notes. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments typically will be closer to the coupon interest rate. We early adopted the new guidance on July 1, 2021 using the modified retrospective approach and recorded a $19 million increase to retained earnings and a reduction of $27 million in Common Stock as if there had been no equity component. Additionally, we recorded an increase to the convertible notes balance by $10 million. During fiscal 2022, we repurchased and cancelled approximately $45.2 million of principal value of the Notes. We recognized a loss on debt extinguishment of $0.1 million during the year ended June 30, 2022, representing the write-off of unamortized debt issuance costs related to the portion of the Notes repurchased. 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 June 30, 2022, $60.0 million was outstanding under these letter-of-credit facilities. As of June 30, 2022, the total amount available under these credit facilities was $9.6 million. Long-term debt consisted of the following (in thousands): June 30, 2021 2022 1.25% convertible notes due September 1, 2022: Principal amount $ 287,500 $ 242,302 Unamortized discount (10,494) — Unamortized debt issuance costs (1,372) (196) 275,634 242,106 Term loan — 50,000 Other long-term debt 1,633 1,137 277,267 293,243 Less current portion of long-term debt (846) (244,575) Long-term portion of debt $ 276,421 $ 48,668 Fiscal year principal payments of long-term debt as of June 30, 2022 are as follows (in thousands): 2023 $ 244,771 2024 2,983 2025 2,560 2026 2,500 2027 40,625 Thereafter — Total $ 293,439 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 9. STOCKHOLDERS’ EQUITY Stock-based Compensation As of June 30, 2022, we maintained 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): 2020 2021 2022 Cost of goods sold $ 708 $ 760 $ 812 Selling, general and administrative 22,546 25,457 26,749 Research and development 563 554 511 Stock-based compensation expense $ 23,817 $ 26,771 $ 28,072 As of June 30, 2022, total unrecognized compensation cost related to share-based compensation grants under the OSI Plan were estimated at $0.6 million for stock options and $13.8 million for restricted stock units (“RSUs”). We expect to recognize these costs over a weighted-average period of 2.0 years with respect to the stock options and 2.1 years for grants of RSUs. OSI Plan Awards are granted in the form of incentive options, nonqualified options, restricted stock awards, stock appreciation rights, RSUs, performance shares and stock bonuses, amongst other forms of equity, to qualified employees, directors and consultants. Under the OSI Plan, the exercise price of nonqualified options and incentive stock options may not be less than the fair market value of our Common Stock on the date of grant. The exercise price of nonqualified options and incentive stock options granted to individuals who own more than 10% of our voting stock may not be less than 110% of the fair market value of our Common Stock on the date of grant. Stock options granted under the OSI Plan typically vest over three years based on continued service. Restricted stock and RSUs typically vest over three to four years based on continued service. Certain restricted stock awards granted to senior management vest based on the achievement of pre-established performance criteria. Stock Option Fair Value Estimation Assumptions. Expected Dividend. Risk-Free Interest Rate. Expected Volatility. Expected Holding Period. Changes in assumptions can materially impact the estimated fair value of stock options. The weighted average assumptions used in the valuation model are presented in the table below. 2020 2021 2022 Expected dividend — — — Risk-free interest rate 1.6 % 0.4 % 1.2 % Expected volatility 26.0 % 26.0 % 31.0 % Expected holding period (in years) 4.5 4.5 4.5 The following summarizes stock option activity for fiscal years 2020, 2021 and 2022: Weighted- Average Weighted-Average Aggregate Number of Exercise Remaining Contractual Intrinsic Value Options Price Term (in thousands) Outstanding at June 30, 2019 515,884 33.74 Granted 13,263 101.31 Exercised (201,150) 20.48 Expired or forfeited (1,693) 81.79 Outstanding at June 30, 2020 326,304 $ 44.41 Granted 22,171 82.17 Exercised (88,657) 35.19 Expired or forfeited (4,598) 80.46 Outstanding at June 30, 2021 255,220 $ 50.24 Granted 22,954 96.38 Exercised (166,629) 35.09 Expired or forfeited (900) 73.99 Outstanding at June 30, 2022 110,645 $ 82.43 6.1 years $ 815 Exercisable at June 30, 2022 70,354 $ 76.76 4.5 years $ 774 The per-share weighted-average grant-date fair value of stock options granted under the OSI Plan was $24.88, $18.37 and $26.72 for fiscal 2020, 2021 and 2022, respectively. The total intrinsic value of options exercised during fiscal 2022 was $10.4 million. Restricted Stock Units Weighted- Average Shares Fair Value Nonvested at June 30, 2019 521,140 $ 73.97 Granted 308,431 87.88 Vested (390,613) 68.63 Forfeited (15,368) 83.36 Nonvested at June 30, 2020 423,590 $ 88.68 Granted 339,311 80.40 Vested (313.892) 86.12 Forfeited (13,084) 85.78 Nonvested at June 30, 2021 435,925 $ 84.16 Granted 334,435 90.31 Vested (337,442) 82.66 Forfeited (5,471) 83.66 Nonvested at June 30, 2022 427,447 $ 90.17 The per-share weighted average grant-date fair value of RSUs granted under the OSI Plan was $87.88, $80.40, and $90.31 for fiscal 2020, 2021 and 2022, respectively. The total fair value of shares vested during fiscal 2020, 2021 and 2022 was $26.8 million, $27.0 million, and $27.9 million, respectively. In December 2020, our shareholders authorized an increase of 1.65 million shares for the OSI Plan resulting in a maximum pool of 7.1 million shares. As of June 30, 2022, there were approximately 1.4 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 81,621, 136,242, and 96,620 performance-based awards during fiscal 2020, 2021 and 2022, 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. Employee Stock Purchase Plan We have an employee stock purchase plan under which eligible employees may purchase a limited number of shares of Common Stock at a discount of up to 15% of the market value of such stock at pre-determined, plan-defined dates. During the years ended June 30, 2020, 2021 and 2022, employees purchased 69,399, 63,499, and 60,708 shares, respectively. As of June 30, 2022, there were 477,227 shares of our Common Stock available for issuance under the plan. Stock Repurchase Program Our Board of Directors has authorized a share repurchase program of up to 3,000,000 shares of Common Stock. This program does not expire unless our Board of Directors acts to terminate the program. The timing and actual numbers of shares purchased depends 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. During fiscal 2020, 2021 and 2022, we repurchased 562,707 shares, 452,005 shares and 1,294,594 shares, respectively, of common stock under our then current programs. As of June 30, 2022, there were 1,253,401 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. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2022 | |
INCOME TAXES | |
INCOME TAXES | 10. INCOME TAXES The following is a geographical breakdown of income before the provision for income taxes (in thousands): 2020 2021 2022 Pre-tax income: United States $ 41,025 $ 34,323 $ 51,295 Foreign 45,097 64,317 88,865 Total pre-tax income $ 86,122 $ 98,640 $ 140,160 Our provision (benefit) for income taxes consists of the following (in thousands): 2020 2021 2022 Current: Federal $ 2,661 $ 4,407 $ 6,216 State 577 1,190 1,964 Foreign 8,063 18,562 13,113 Total current provision 11,301 24,159 21,293 Deferred: Federal $ 2,882 $ 679 $ 3,915 State 45 464 133 Foreign (3,358) (711) (528) Total deferred provision (benefit) (431) 432 3,520 Total provision $ 10,870 $ 24,591 $ 24,813 As of June 30, 2021 and 2022, our liability for uncertain tax positions was $10.0 million and $8.2 million, respectively. The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $8.1 million. We recognize potential interest and penalties related to income tax matters in income tax expense. As of June 30, 2022, we have accrued $0.5 million for interest and penalties. Our uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. These include fiscal years after 2019 for federal purposes, fiscal years after 2018 for state purposes and fiscal years after 2010 for various foreign jurisdictions. Facts and circumstances could arise that could cause us to reduce the liability for unrecognized tax benefits, including, but not limited to, settlement of income tax positions or expiration of statutes of limitation. Since the ultimate resolution of uncertain tax positions depends on many factors and assumptions, we are not able to estimate the range of potential changes in the liability for unrecognized tax benefits or the timing of such changes. A summary of activity of unrecognized tax benefits for fiscal 2021 and 2022 is as follows (in thousands). Balance at June 30, 2020 $ 13,310 Additions on tax positions for the current year 5,937 Additions on tax positions from prior years 678 Reduction in tax positions from prior year (248) Balance at June 30, 2021 $ 19,677 Additions on tax positions for the current year 3,084 Additions on tax positions from prior years 1,479 Reduction in tax positions from prior year (10,663) Balance at June 30, 2022 $ 13,577 Deferred income tax assets (liabilities) consisted of the following (in thousands): June 30, 2021 2022 Deferred income tax assets: Tax credit carryforwards $ 16,767 $ 13,130 Net operating loss carryforwards 3,745 6,494 Customer advances 2,819 2,848 Allowance for doubtful accounts 5,266 4,471 Inventory reserve 10,391 11,636 Inventory capitalization 489 406 Accrued liabilities 4,466 3,241 Operating lease liabilities 10,522 8,714 Stock and deferred compensation 12,323 10,601 Other assets 2,685 1,446 Total deferred income tax assets 69,473 62,987 Valuation allowance (16,177) (12,301) Net deferred income tax assets 53,296 50,686 Deferred income tax liabilities: Depreciation (2,137) (7,604) Amortization of intangible assets (31,779) (31,518) Withholding tax on unrepatriated foreign earnings (6,851) (6,851) Operating lease ROU assets (10,355) (8,480) State transition tax (1,754) (1,754) Convertible debt (2,384) — Other liabilities (1,036) (1,750) Total deferred income tax liabilities (56,296) (57,957) Net deferred income tax liability $ (3,000) $ (7,271) The components of the net deferred income tax liability are classified in the consolidated balance sheets as follows (in thousands): June 30, 2021 2022 Long term deferred income tax asset, included in other assets $ 4,157 $ 3,841 Long term deferred income tax liability (7,157) (11,112) Net deferred income tax liability $ (3,000) $ (7,271) The components of current taxes receivable and payable and prepaid taxes are classified in the consolidated balance sheets as follows (in thousands): June 30, 2021 2022 Current taxes receivable and prepaid taxes, included in prepaid expenses and other current assets $ 10,383 $ 7,843 Current taxes payable, included in other accrued expenses and current liabilities (4,377) (7,722) Net tax receivable $ 6,006 $ 121 As of June 30, 2022, we had federal, state and foreign net operating losses carryforwards of approximately $3.6 million, $26.8 million and $16.1 million, respectively. As of June 30, 2022, we had federal and state tax credit carryforwards of approximately $11.9 million and $9.1 million, respectively. Our credit carryforwards will begin to expire in the tax year ending June 30, 2029. We have established valuation allowances that relate to the net operating loss of certain subsidiaries, capital losses, and tax credits. During the year ended June 30, 2022, we recorded a net aggregated decrease of $3.9 million to these valuation allowances. We review the adequacy of individual valuation allowances and release such allowances when it is determined that it is more likely than not that the related benefits will be realized. We recognized all excess tax benefits and tax deficiencies as income tax expense or benefit in the current year. An income tax expense of approximately $1.2 million and $2.0 million was recognized in fiscal 2021 and 2022, respectively. The consolidated effective income tax rate differs from the federal statutory income tax rate due primarily to the following: June 30, 2020 2021 2022 Provision for income taxes at federal statutory rate 21.0 % 21.0 % 21.0 % Research and development tax credits (1.6) (1.7) (1.3) Foreign income subject to tax at other than federal statutory rate (0.8) 0.6 0.2 Stock compensation (6.7) (.9) (1.2) Officers’ compensation 4.4 5.8 4.3 Change in valuation allowance (1.3) (5.9) (4.0) Unrecognized tax expense (benefit) 1.2 4.2 (1.4) Tax on foreign currency gains and losses 2.1 (0.2) — State tax expense 1.1 1.2 1.0 U.S. tax on foreign earnings (2.1) (1.8) 0.9 Changes in prior year estimates (6.4) — (0.6) Global intangible low-taxed income, net of foreign tax credits 1.8 0.5 0.3 Foreign Derived Intangible Income Benefit (0.6) (1.3) (1.3) Withholding tax on foreign earnings — 3.4 — Other 0.5 — (0.2) Effective income tax rate 12.6 % 24.9 % 17.7 % The provision for income taxes consists of provisions for federal, state, and foreign income taxes. We operate in an international environment with significant operations in various locations outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES Acquisition-Related Contingent Obligations milestones through the acquired operations. We account for such contingent payments for acquisitions which occurred through the end of fiscal year 2009 as additions to the purchase price of the acquired business. We made contingent payments relating to such acquisitions of $1.0 million and $1.9 million, respectively, during the fiscal years ended June 30, 2021 and 2022, respectively. For acquisitions completed after fiscal 2009, pursuant to ASC 805, the estimated fair value of these obligations is recorded as a liability at the time of the acquisition with subsequent revisions recorded in Selling, general and administrative expense in the consolidated financial statements. The estimated fair value measurements of contingent earnout obligations are primarily based on unobservable inputs, which may include projected revenues, gross margins, operating income and the estimated probability of achieving the earnouts. These projections and probabilities are used to estimate future contingent earnout payments, which are discounted back to present value to compute contingent earnout liabilities. The following table provides a roll-forward from June 30, 2021 to June 30, 2022 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, 2021 $ 19,431 Addition of contingent earnout obligations 14,609 Foreign currency translation adjustment (515) Changes in fair value for contingent earnout obligations (5,145) Payments on contingent earnout obligations (168) Ending fair value, June 30, 2022 $ 28,212 Advances from Customers Environmental Contingencies 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 On December 31, 2017, we and Deepak Chopra, our Chief Executive Officer, entered into an amendment to Mr. Chopra’s employment agreement that, among other things, provides for a $13.5 million bonus payment to Mr. Chopra on or within 45 days of January 1, 2024 contingent upon Mr. Chopra’s continued employment with us through that date, subject to accelerated payout terms in the event of Mr. Chopra’s death or disability. The bonus is accrued in the financial statements over the remaining term of the employment agreement and is included in other long-term liabilities. Legal Proceedings |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2022 | |
RELATED-PARTY TRANSACTIONS | |
RELATED-PARTY TRANSACTIONS | 12. RELATED-PARTY TRANSACTIONS In 1994, we, together with an unrelated company, formed ECIL-Rapiscan Security Products Limited, a joint venture organized under the laws of India. We own a 36% interest in the joint venture, our Chairman and Chief Executive Officer owns a 10.5% interest, and one of our Executive Vice Presidents owns a 4.5% ownership interest. Our initial investment in the joint venture was approximately $0.1 million. For each of the years ended June 30, 2020, 2021 and 2022 our equity earnings in the joint venture were less than $0.1 million. We, our Chairman and Chief Executive Officer and our Executive Vice President collectively control less than 50% of the board of directors voting power in the joint venture. As a result, we account for the investment under the equity method of accounting. The joint venture was formed for the purpose of the manufacture, assembly, service and testing of security and inspection systems and other products. Some of our subsidiaries are suppliers to the joint venture partner, which in turn manufactures and sells the resulting products. Sales to the joint venture partner for fiscal 2020, 2021 and 2022 were approximately $2.3 million, $2.4 million and $2.3 million, respectively. Receivables from the joint venture were $0.5 million and $0.6 million as of June 30, 2021 and 2022, respectively. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Jun. 30, 2022 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | 13. EMPLOYEE BENEFIT PLANS Employee Retirement Savings Plans We have various qualified employee retirement savings plans. Participants can contribute certain amounts to the plans and we match a certain portion of employee contributions. We contributed approximately $6.5 million, $6.7 million and $6.9 million to the plans for the fiscal years ended June 30, 2020, 2021 and 2022, respectively. Deferred Compensation Plan We have a deferred compensation plan, which meets the requirements for deferred compensation under Section 409A of the Internal Revenue Code. The plan provides that selected employees are eligible to defer up to 80% of their salaries and up to 100% of their bonuses. We may also make employer contributions to participant accounts in certain circumstances. The benefits under this plan are unsecured. Participants are generally eligible to receive payment of their vested benefit at the end of their elected deferral period or after termination of their employment for any reason or at a later date to comply with the restrictions of Section 409A. Discretionary company contributions and the related earnings are subject to a vesting schedule dependent upon years of service to us and, also, vest completely upon the participant’s disability or death while employed by us or immediately prior to a change of control. We made contributions of $0.5 million for each of fiscal year 2020, 2021 and 2022. As of June 30, 2022, we held assets of $28.4 million and liabilities of $28.2 million related to this plan. Assets related to this plan are included in other assets and liabilities related to this plan are included in other long-term liabilities in the consolidated balance sheets. The plan liabilities include accrued employer contributions not yet funded to the plan. Employee Pension Plans We sponsor a number of qualified and nonqualified pension plans for our employees at certain locations. In accordance with accounting standards for employee pension and postretirement benefits, we fully recognize the overfunded or underfunded status of each of our defined benefit plans as an asset or liability in the consolidated balance sheets. The asset or liability equals the difference between the fair value of the plans’ assets and their benefit obligations. The liabilities associated with underfunded plans are classified as noncurrent, except to the extent the fair value of the plans’ assets is less than the plans’ estimated benefit payments over the next 12 months . We measure our pension and postretirement benefit plans’ assets and benefit obligations as of June 30. The following provides a reconciliation of the changes in the plans’ benefit obligations and fair value of assets for fiscal years 2021 and 2022, and a statement of the funded status as of June 30, 2021 and 2022 (in thousands): 2021 2022 Change in Benefit Obligation Benefit obligation at beginning of year $ 16,225 $ 18,434 Translation adjustment 700 (708) Interest costs 477 464 Amendment 1,272 1,345 Actuarial (gain) loss (45) (900) Benefits paid (195) (171) Benefit obligation at end of year 18,434 18,464 Change in Plan Assets Fair value of plan assets at beginning of year 5,358 7,010 Translation adjustment 710 (860) Actual return on plan assets 1,090 (47) Benefits paid (148) (126) Fair value of plan assets at end of year 7,010 5,977 Funded status and net amount recognized $ (11,424) $ (12,487) Amount recognized in consolidated balance sheets consists of: Investments $ 1,503 $ 2,275 Accrued pension liability (12,927) (14,757) Accumulated other comprehensive income 4,319 4,609 One of our defined benefit pension plans is considered a nonqualified plan, therefore we have funded a separate rabbi trust which comprises insurance company contracts with fair values of $14.3 million and $11.9 million as of June 30, 2021 and 2022, respectively. These amounts are not included in the fair value of plan assets in the table above. The following table provides the net periodic benefit costs for the fiscal years ended June 30, (in thousands): 2020 2021 2022 Net Periodic Benefit Costs Interest costs $ 442 $ 477 $ 464 Service costs — — — Expected return on plan assets (251) (242) (279) Amortization of prior service costs (61) 668 1,115 Recognized actuarial loss 34 75 41 Net periodic benefit cost $ 164 $ 978 $ 1,341 Plan Assumptions 2021 2022 Weighted average assumptions at year-end: Discount rate 2.6 % 3.0 % Expected return on plan assets 4.2 % 4.2 % Rate of compensation increase — % — % The long-term return on assets has been derived from the weighted average of assumed returns on each of the major asset categories. The weighted average is based on the actual proportion of each major asset class held, rather than a benchmark portfolio of assets. The expected returns for each major asset class have been derived from a combination of both historical market returns and current market data as well as the views of a range of investment managers. There is no assumed rate of compensation increase as most of the plan participants are retirees or no longer employed by OSI. Plan Assets and Investment Policy Fiscal year ended Fiscal year ended June 30, 2021 June 30, 2022 Proportion of Expected Rate Proportion of Expected Rate Fair Value of Return Fair Value of Return Equity securities 83 % 4.9 % 85 % 4.9 % Debt securities 16 % 0.8 % 14 % 0.8 % Cash 1 % 0.4 % 1 % 0.4 % Combined 100 % 4.2 % 100 % 4.2 % The defined benefit plans’ assets are invested in a range of pooled investment funds that provide access to a diverse range of asset classes. The investment objective is to maximize the investment return over the long term without exposing the fund to an unnecessary level of risk. Within this objective, it is recognized that benefits will be secured by the purchase of annuities at the time of employee retirement. The benchmark is to hold assets in both equity and debt securities. The proportion in each investment class is not mandated and is allowed to fluctuate with market movements. The equity holdings are maintained in balanced funds under the control of investment managers. Day-to-day equities selection decisions are delegated to investment managers, although these are monitored against performance and risk targets. Due to the nature of the pooled funds, there are no significant holdings in any single company (greater than 5% of the total assets). The investment strategy is reviewed on a regular basis, based on the results of third-party liability studies. Projected Benefit Payments The following table reflects estimated benefits payments, based upon the same assumptions used to measure the benefit obligation and net pension cost, as of June 30, 2022 (in thousands): Pension Benefits July 1, 2022 to June 30, 2023 180 July 1, 2023 to June 30, 2024 6,051 July 1, 2024 to June 30, 2025 1,418 July 1, 2025 to June 30, 2026 1,919 July 1, 2026 to June 30, 2027 2,254 July 1, 2027 to June 30, 2032 5,875 Company Contribution As of June 30, 2022, our weighted average contribution rate is under 1% of pensionable salaries. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Jun. 30, 2022 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 14. SEGMENT INFORMATION We have determined that we operate in three identifiable industry segments: (a) security and inspection systems (Security division), (b) medical monitoring systems (Healthcare division) and (c) optoelectronic devices and manufacturing (Optoelectronics and Manufacturing 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, Summary of Significant Accounting Policies. The following tables present our results of operations and identifiable assets by industry segment (in thousands): Fiscal 2020 Optoelectronics and Security Healthcare Manufacturing Division Division Division Corporate Eliminations Consolidated Revenues: External customer revenue $ 742,043 $ 185,322 $ 238,679 $ — $ — $ 1,166,044 Revenue between product segments — — 45,149 — (45,149) — Total revenues $ 742,043 $ 185,322 $ 283,828 $ — (45,149) $ 1,166,044 Income (loss) from operations $ 90,063 $ 15,766 $ 30,566 $ (31,630) $ 122 $ 104,887 Segments assets $ 758,054 $ 208,857 $ 232,408 $ 109,178 $ (39,956) $ 1,268,541 Capital expenditures $ 8,648 $ 1,404 $ 6,291 $ 4,045 $ — $ 20,388 Depreciation and amortization $ 34,907 $ 4,390 $ 8,785 $ 1,676 $ — $ 49,758 Fiscal 2021 Optoelectronics and Security Healthcare Manufacturing Division Division Division Corporate Eliminations Consolidated Revenues: External customer revenue $ 633,340 $ 212,315 $ 301,247 $ — $ — $ 1,146,902 Revenue between product segments — — 48,640 — (48,640) — Total revenues $ 633,340 $ 212,315 $ 349,887 $ — (48,640) $ 1,146,902 Income (loss) from operations $ 85,515 $ 31,563 $ 38,465 $ (39,769) $ (403) $ 115,371 Segments assets $ 798,192 $ 220,411 $ 282,039 $ 121,293 $ (37,568) $ 1,384,367 Capital expenditures $ 3,290 $ 2,144 $ 6,714 $ 3,612 $ — $ 15,760 Depreciation and amortization $ 26,572 $ 5,364 $ 9,325 $ 2,594 $ — $ 43,855 Fiscal 2022 Optoelectronics and Security Healthcare Manufacturing Division Division Division Corporate Eliminations Consolidated Revenues: External customer revenue $ 663,159 $ 205,658 $ 314,419 $ — $ — $ 1,183,236 Revenue between product segments — — 52,242 — (52,242) — Total revenues $ 663,159 $ 205,658 $ 366,661 $ — (52,242) $ 1,183,236 Income (loss) from operations $ 98,784 $ 24,696 $ 45,030 $ (46,950) $ 189 $ 121,749 Segments assets $ 839,769 $ 231,423 $ 301,483 $ 104,834 $ (34,359) $ 1,443,150 Capital expenditures $ 5,513 $ 2,295 $ 4,533 $ 2,580 $ — $ 14,921 Depreciation and amortization $ 22,970 $ 5,915 $ 8,098 $ 1,696 $ — $ 38,679 The following tables present the revenues and identifiable assets by geographical area (in thousands): Fiscal 2020 External Intersegment Total Long-lived Long-lived revenues revenues Consolidated tangible assets assets Geographic region: United States $ 571,134 $ 16,515 $ 587,649 $ 118,322 $ 475,856 Mexico 66,626 — 66,626 974 974 Other Americas 45,896 — 45,896 8,539 29,551 Total Americas 683,656 16,515 700,171 127,835 506,381 United Kingdom 268,940 529 269,469 21,823 75,382 Other Europe, Middle East and Africa 46,099 — 46,099 7,252 10,611 Total EMEA 315,039 529 315,568 29,075 85,993 Asia-Pacific 167,349 28,105 195,454 23,972 27,414 Eliminations — (45,149) (45,149) N/A N/A Total $ 1,166,044 $ — $ 1,166,044 $ 180,882 $ 619,788 Fiscal 2021 External Intersegment Total Long-lived Long-lived revenues revenues Consolidated tangible assets assets Geographic region: United States $ 589,579 $ 17,498 $ 607,077 $ 126,100 $ 493,423 Mexico 10,583 — 10,583 2,379 2,379 Other Americas 66,732 — 66,732 8,055 29,960 Total Americas 666,894 17,498 684,392 136,534 525,762 United Kingdom 221,423 874 222,297 25,183 80,348 Other Europe, Middle East and Africa 29,879 — 29,879 8,389 8,389 Total EMEA 251,302 874 252,176 33,572 88,737 Asia-Pacific 228,706 30,268 258,974 29,346 32,865 Eliminations — (48,640) (48,640) — — Total $ 1,146,902 $ — $ 1,146,902 $ 199,452 $ 647,364 Fiscal 2022 External Intersegment Total Long-lived Long-lived revenues revenues Consolidated tangible assets assets Geographic region: United States $ 569,601 $ 16,322 $ 585,923 $ 117,622 $ 514,489 Mexico 8,109 — 8,109 261 261 Other Americas 47,737 — 47,737 8,091 27,676 Total Americas 625,447 16,322 641,769 125,974 542,426 United Kingdom 276,658 2,887 279,545 27,749 80,758 Other Europe, Middle East and Africa 52,952 — 52,952 4,837 6,776 Total EMEA 329,610 2,887 332,497 32,586 87,534 Asia-Pacific 228,179 33,002 261,181 20,589 23,916 Eliminations — (52,211) (52,211) — — Total $ 1,183,236 $ — $ 1,183,236 $ 179,149 $ 653,876 Pursuant to ASC 280 Segment Reporting, external revenues are attributed to individual countries based upon the location of our selling entity. * * * * * * |
SUPPLEMENTARY DATA UNAUDITED QU
SUPPLEMENTARY DATA UNAUDITED QUARTERLY RESULTS | 12 Months Ended |
Jun. 30, 2022 | |
SUPPLEMENTARY DATA UNAUDITED QUARTERLY RESULTS | |
SUPPLEMENTARY DATA UNAUDITED QUARTERLY RESULTS | SUPPLEMENTARY DATA UNAUDITED QUARTERLY RESULTS The following tables present unaudited quarterly financial information for the four quarters ended June 30, 2021 and 2022 (in thousands, except per share data): Quarter Ended September 30, December 31, March 31, June 30, 2020 2020 2021 2021 (Unaudited) Revenues $ 254,908 $ 276,009 $ 283,787 $ 332,198 Costs of goods sold 159,157 173,928 179,768 214,131 Gross profit 95,751 102,081 104,019 118,067 Operating expenses: Selling, general and administrative 58,617 56,101 57,906 68,123 Research and development 12,082 13,784 13,932 13,898 Impairment, restructuring and other charges (benefit), net 8,359 (162) (285) 2,192 Total operating expenses 79,058 69,723 71,553 84,213 Income from operations 16,693 32,358 32,466 33,854 Interest and other expense, net (4,189) (4,233) (4,167) (4,142) Income before income taxes 12,504 28,125 28,299 29,712 Provision for income taxes (3,160) (8,087) (9,526) (3,818) Net income $ 9,344 $ 20,038 $ 18,773 $ 25,894 Basic earnings per common share $ 0.52 $ 1.12 $ 1.04 $ 1.44 Diluted earnings per common share $ 0.51 $ 1.10 $ 1.03 $ 1.40 Quarter Ended September 30, December 31, March 31, June 30, 2021 2021 2022 2022 (Unaudited) Revenues $ 279,257 $ 276,681 $ 290,477 $ 336,821 Costs of goods sold 179,927 176,908 187,619 214,355 Gross profit 99,330 99,773 102,858 122,466 Operating expenses: Selling, general and administrative 57,323 54,879 57,813 65,538 Research and development 14,817 14,977 15,150 14,639 Impairment, restructuring and other charges, net 2,510 831 1,469 2,732 Total operating expenses 74,650 70,687 74,432 82,909 Income from operations 24,680 29,086 28,426 39,557 Interest and other expense, net (2,016) (2,217) (2,301) (2,428) Other income — — 27,373 — Income before income taxes 22,664 26,869 53,498 37,129 Provision for income taxes (3,612) (7,072) (10,763) (3,366) Net income $ 19,052 $ 19,797 $ 42,735 $ 33,763 Basic earnings per common share $ 1.06 $ 1.11 $ 2.45 $ 1.99 Diluted earnings per common share $ 1.04 $ 1.09 $ 2.41 $ 1.94 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Description of Business | Description of Business We have three reporting segments: (i) Security, providing security and inspection systems and turnkey security screening solutions; (ii) Healthcare, providing patient monitoring, cardiology and remote monitoring and connected care systems and associated accessories; and (iii) Optoelectronics and Manufacturing, providing specialized electronic components and electronic manufacturing services for our Security and Healthcare divisions, as well as third parties for applications in the defense and aerospace markets, among others. Through our Security segment, we provide security screening products and related services globally. These products fall into the following categories: baggage and parcel inspection; cargo and vehicle inspection; hold (checked) baggage screening; people screening; radiation detection; and explosive and narcotics trace detection. In addition to these products, we also provide site design, installation, training and technical support services to our customers. We also provide turnkey security screening solutions, which can include the construction, staffing and long-term operation of security screening checkpoints for our customers. Through our Healthcare segment, we design, manufacture, market and service patient monitoring, cardiology and remote monitoring, and connected care systems and associated accessories globally. These products are used by care providers in critical care, emergency and perioperative areas within hospitals as well as physicians’ offices, medical clinics and ambulatory surgery centers, among others. Through our Optoelectronics and Manufacturing segment, we design, manufacture and market optoelectronic devices and flex circuits and provide electronics manufacturing services globally for use in a broad range of applications, including aerospace and defense electronics, X-ray security and inspection systems and medical imaging, chemistry analysis and diagnostics instruments, telecommunications, scanners and industrial automations, internet of things (IoT) and consumer wearable products. This division provides products and services to OEM customers and end users as well as to our Security and Healthcare divisions. |
Consolidation | Consolidation |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents Our cash and cash equivalents totaled $64.2 million at June 30, 2022. 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 the United Kingdom, Singapore, |
Accounts Receivable | Accounts Receivable |
Inventories | Inventories |
Property and Equipment | Property and Equipment |
Goodwill and Other Intangible Assets and Valuation of Long-Lived Assets | Goodwill and Other Intangible Assets and Valuation of Long-Lived Assets We evaluate long-lived assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. If impairment does exist, we measure the impairment loss and record it based on the discounted estimate of future cash flows. In estimating future cash flows, we group assets at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows from other asset groups. Our estimate of future cash flows is based upon, among other things, certain assumptions about expected future operating performance, growth rates and other factors. |
Income Taxes | Income Taxes |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The “Level 1” category includes assets and liabilities at quoted prices in active markets for identical assets and liabilities. The “Level 2” category includes assets and liabilities from observable inputs other than quoted market prices. The “Level 3” category includes assets and liabilities for which valuation techniques are unobservable and significant to the fair value measurement. The fair values of our financial assets and liabilities as of June 30, 2021 and 2022 are categorized as follows (in thousands): June 30, 2021 June 30, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets—Insurance company contracts $ — $ 47,113 $ — $ 47,113 $ — $ 40,284 $ — $ 40,284 Liabilities—Convertible debt $ — $ 287,500 $ — $ 287,500 $ — $ 242,302 $ — $ 242,302 Liabilities—Contingent consideration $ — $ — $ 19,431 $ 19,431 $ — $ — $ 28,212 $ 28,212 |
Derivative Instruments and Hedging Activity | Derivative Instruments and Hedging Activity The net investment hedge has been designated as a hedge instrument and accounted for under Accounting Standards Codification (“ASC”) 815 Derivatives and Hedging. Hedge effectiveness is assessed using the spot method, consistent with guidance in ASC 815 whereby the change in fair value of the forward contract is recorded in the same manner as the related currency translation adjustments, within other comprehensive income, as the hedging instrument is expected to be fully effective unless the amount hedged exceeds the net investment in the foreign operation, or the foreign operation is liquidated. We settled the net investment hedge during fiscal 2021, and the amount recorded in other comprehensive loss was not significant. There were no net investment hedges outstanding as of June 30, 2022. The net gains or losses from our foreign currency forward contracts, which are not designated as hedge instruments, are reported in the consolidated statements of operations, and the amounts reported for the years ending June 30, 2020, 2021 and 2022 were not significant. The fair value of our foreign currency forward contracts is estimated using a standard valuation model and market-based observable inputs over the contractual term. Unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. As of June 30, 2021 and 2022, we held foreign currency forward contracts with notional amounts totaling $26.1 million and $22.9 million, respectively. Unrealized gains and losses from our foreign currency forward contracts as of June 30, 2021 and 2022 were not significant. |
Revenue Recognition | Revenue Recognition We recognize revenue under Accounting Standards Product Sales. Service Revenue. Contract Revenue. When determining revenue recognition for contracts, we make judgments based on our understanding of the obligations in each contract. We determine whether or not customer acceptance criteria are perfunctory or inconsequential. The determination of whether or not customer acceptance terms are perfunctory or inconsequential impacts the amount and timing of revenue recognition. Judgments also include estimates of warranty reserves, which are established based on historical experience and knowledge of the product under warranty. Multiple Performance Obligations. In cases where obligations in a contract are distinct and thus require separation into multiple performance obligations, revenue recognition guidance requires that contract consideration be allocated to each distinct performance obligation based on its relative standalone selling price. The value allocated to each performance obligation is then recognized as revenue when the revenue recognition criteria for each distinct obligation or bundle of obligations has been met. The standalone selling price for each performance obligation is an amount that depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the good or service. When there is only one performance obligation associated with a contract, the entire sale value is attributed to that obligation. When a contract contains multiple performance obligations, the standalone selling price is first estimated using the observable price, which is generally a list price net of applicable discount, or the price used to sell the good or service in similar circumstances. In circumstances when a selling price is not directly observable, we will estimate the standalone selling price using information available to us including our market assessment and/or expected cost plus margin. The timetable for fulfilment of each of the distinct performance obligations can range from completion in a short amount of time and entirely within a single reporting period to completion over several reporting periods. The timing of revenue recognition for each performance obligation may be dependent upon several milestones, including physical delivery of equipment, completion of factory acceptance test, completion of site acceptance test, installation and connectivity of equipment, certification of training of personnel and, in the case of after-market service deliverables, the passage of time (typically evenly over the post-warranty period of the service deliverable). We often provide a guarantee to support our performance under multiple performance obligations. In the event that customers are permitted to terminate such arrangements, the underlying contract typically requires payment for deliverables and reimbursement of costs incurred through the date of termination. We disaggregate revenue by reporting segment (Security, Optoelectronics and Manufacturing, and Healthcare) to depict the nature of revenue in a manner consistent with our business operations and to be consistent with other communications and public filings. Refer to Note 14 for additional details of revenues by reporting segment. Contract Assets and Liabilities. Practical Expedients. In cases where we are responsible for shipping after the customer has obtained control of the goods, we have elected to treat the shipping activities as fulfillment activities rather than as a separate performance obligation. Additionally, we have elected to capitalize the cost to obtain a contract only if the period of amortization would be 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. |
Freight | Freight |
Research and Development Costs | Research and Development Costs |
Stock-Based Compensation | Stock-Based Compensation |
Impairment, Restructuring and Other Charges | Impairment, Restructuring and Other Charges |
Credit Risk and Concentration | Credit Risk and Concentration Our cash and cash equivalents totaled $80.6 million and $64.2 million at June 30, 2021 and 2022, respectively. Of these amounts, approximately 71% and 78% was held by our foreign subsidiaries at June 30, 2021 and 2022, respectively. For cost, quality control, technological, and efficiency reasons, we purchase certain materials, parts, and components only from single vendors with whom we have ongoing relationships. We do, however, qualify second sources for many of our materials, parts, and components. While management believes that relying on key vendors improves the efficiency and reliability of business operations, relying on any one vendor for a significant aspect of business can have a significant negative impact on revenue and profitability if that vendor fails to perform at acceptable service levels for any reason, including financial difficulties of the vendor. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions |
Business Combinations | Business Combinations |
Earnings Per Share | Earnings per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): 2020 2021 2022 Net income available to common stockholders $ 75,252 $ 74,049 $ 115,347 Weighted average shares outstanding—basic 18,191 17,968 17,551 Dilutive effect of equity awards 409 420 319 Weighted average shares outstanding—diluted 18,600 18,388 17,870 Basic earnings per share $ 4.14 $ 4.12 $ 6.57 Diluted earnings per share $ 4.05 $ 4.03 $ 6.45 Weighted average shares excluded from diluted earnings per share due to their anti-dilutive effect 120 47 47 |
Warranty Provision | Warranty Provision —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, whose activity for each of the three fiscal years ended June 30, 2022 is summarized in the following table (in thousands): Warranty provision as of June 30, 2019 $ 21,724 Warranty claims provided for/assumed in acquisition 7,551 Settlements made (8,450) Warranty provision as of June 30, 2020 $ 20,825 Warranty claims provided for/assumed in acquisition 5,419 Settlements made (6,508) Warranty provision as of June 30, 2021 $ 19,736 Warranty claims provided for/assumed in acquisition 3,474 Settlements made (9,863) Warranty provision as of June 30, 2022 $ 13,347 |
Leases | Leases —Right-of-use (“ROU”) assets represent our right to use an underlying asset during the reasonably certain lease terms, and lease liabilities represent our obligation to make lease payments arising from the leases. We recognize ROU lease assets and lease liabilities at lease commencement on our consolidated balance sheet based on the present value of lease payments over the lease term using a discount rate determined based on our incremental borrowing rate since the rate implicit in each lease is not readily determinable. We elected the package of practical expedients, which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification of any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component. We also elected the hindsight practical expedient, which allows us to use hindsight in determining the lease term. We do not record an ROU asset and corresponding lease liability for leases with an initial term of one year or less (“short-term leases”). The terms in our leases may include options to extend or terminate the lease. We recognize ROU assets and liabilities when it is reasonably certain that we will exercise those options. Judgment is required in our assessment as to whether renewal or termination options are reasonably certain to be exercised and factors such as contractual terms compared to current market rates and the importance of the facility and location to our operations, among others, are considered. Lease payments are made in accordance with the lease terms, and lease expense, including short-term lease expense, is recognized on a straight-line basis over the lease term. We lease facilities and certain equipment under various operating lease agreements. The majority of our lease arrangements are comprised of fixed payments while certain of our other leases provide for periodic rent increases. Our leases may contain escalation clauses and renewal options. Most of the leases require us to pay for certain other costs such as common area maintenance and property taxes. Rent expense for leases with periodic rent increases or escalation clauses is recognized on a straight-line basis over the minimum lease term. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. We also have finance leases for fleet vehicles that are not material to the consolidated financial statements. |
Subsequent Events | Subsequent Events |
Recent Accounting Guidance | Recent Accounting Guidance Recently Adopted Accounting Pronouncements Convertible Debt In August 2020, the FASB issued Accounting Standards Update 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments typically will be closer to the coupon interest rate. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. We early adopted the new guidance on July 1, 2021 using the modified retrospective approach and recorded a $19 million increase to retained earnings and a reduction of $27 million in Common Stock as if there had been no equity component. Additionally, we recorded an increase to the convertible notes balance of $10 million. Interest expense recognized subsequent to adoption on July 1, 2021 is reduced as a result of accounting for the convertible debt instrument as a single liability measured at its amortized cost. Income Taxes In December 2019, the FASB issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles of ASC 740 and is intended to improve consistency and simplify GAAP in several other areas of ASC 740 by clarifying and amending existing guidance. The ASU applies to all entities that pay income taxes under GAAP. We adopted this accounting pronouncement on July 1, 2021 using the modified prospective approach. The adoption of ASU 2019-12 did not have a material impact on our consolidated financial statements. Contract Assets and Contract Liabilities from Revenue Contracts with Customers in a Business Combination In October 2021, the FASB issued Accounting Standards Update 2021-08, an accounting standard update to improve the accounting for contract assets and contract liabilities from revenue contracts with customers in a business combination (Topic 805). This amendment improves comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. This authoritative guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. We early adopted the new guidance effective January 1, 2022 using the prospective approach and applied the amendments to both business combinations that occurred during the year ended June 30, 2022. The adoption of ASU 2021-08 did not have a material impact on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of fair values of financial assets and liabilities | The fair values of our financial assets and liabilities as of June 30, 2021 and 2022 are categorized as follows (in thousands): June 30, 2021 June 30, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets—Insurance company contracts $ — $ 47,113 $ — $ 47,113 $ — $ 40,284 $ — $ 40,284 Liabilities—Convertible debt $ — $ 287,500 $ — $ 287,500 $ — $ 242,302 $ — $ 242,302 Liabilities—Contingent consideration $ — $ — $ 19,431 $ 19,431 $ — $ — $ 28,212 $ 28,212 |
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): 2020 2021 2022 Net income available to common stockholders $ 75,252 $ 74,049 $ 115,347 Weighted average shares outstanding—basic 18,191 17,968 17,551 Dilutive effect of equity awards 409 420 319 Weighted average shares outstanding—diluted 18,600 18,388 17,870 Basic earnings per share $ 4.14 $ 4.12 $ 6.57 Diluted earnings per share $ 4.05 $ 4.03 $ 6.45 Weighted average shares excluded from diluted earnings per share due to their anti-dilutive effect 120 47 47 |
Schedule of product warranty liability | 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, whose activity for each of the three fiscal years ended June 30, 2022 is summarized in the following table (in thousands): Warranty provision as of June 30, 2019 $ 21,724 Warranty claims provided for/assumed in acquisition 7,551 Settlements made (8,450) Warranty provision as of June 30, 2020 $ 20,825 Warranty claims provided for/assumed in acquisition 5,419 Settlements made (6,508) Warranty provision as of June 30, 2021 $ 19,736 Warranty claims provided for/assumed in acquisition 3,474 Settlements made (9,863) Warranty provision as of June 30, 2022 $ 13,347 |
BALANCE SHEET DETAILS (Tables)
BALANCE SHEET DETAILS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
BALANCE SHEET DETAILS | |
Schedule of selected balance sheet accounts | The following tables provide details of selected balance sheet accounts (in thousands): June 30, Accounts receivable, net 2021 2022 Accounts receivable $ 315,926 $ 326,849 Less allowance for doubtful accounts (25,273) (18,876) Total $ 290,653 $ 307,973 June 30, Inventories 2021 2022 Raw materials $ 160,313 $ 213,290 Work-in-process 59,594 46,873 Finished goods 74,301 73,744 Total $ 294,208 $ 333,907 Estimated Useful June 30, Property and equipment, net Lives 2021 2022 Land N/A $ 16,357 $ 15,028 Buildings, civil works and improvements 5 - 40 years 57,555 47,309 Leasehold improvements 1 - 13 years 8,874 11,599 Equipment and tooling 3 - 10 years 129,735 128,425 Furniture and fixtures 3 - 10 years 3,275 3,592 Computer equipment 3 - 5 years 19,349 21,208 Computer software 3 - 10 years 23,090 25,153 Computer software implementation in process N/A 11,102 9,422 Construction in process N/A 4,011 5,283 Total 273,348 267,019 Less accumulated depreciation and amortization (155,344) (157,335) Property and equipment, net $ 118,004 $ 109,684 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of changes in the carrying value of goodwill by segment | The changes in the carrying amount of goodwill by segment for fiscal 2021 and 2022 are as follows (in thousands): Optoelectronics and Security Healthcare Manufacturing Division Division Division Consolidated Balance as of June 30, 2020 $ 203,627 $ 39,983 $ 67,017 $ 310,627 Goodwill acquired or adjusted during the period 2,322 3,244 — 5,566 Foreign currency translation adjustment 477 357 3,277 4,111 Balance as of June 30, 2021 $ 206,426 $ 43,584 $ 70,294 $ 320,304 Goodwill acquired or adjusted during the period 19,436 — — 19,436 Foreign currency translation adjustment (307) (397) (2,679) (3,383) Balance as of June 30, 2022 $ 225,555 $ 43,187 $ 67,615 $ 336,357 |
Schedule of intangible assets | Intangible assets consisted of the following (amounts in thousands): June 30, 2021 June 30, 2022 Weighted Gross Gross Average Carrying Accumulated Intangibles Carrying Accumulated Intangibles Lives Value Amortization Net Value Amortization Net Amortizable assets: Software development costs 8 - 9 years $ 49,183 $ (15,679) $ 33,504 $ 64,096 $ (18,934) $ 45,162 Patents 19 years 8,753 (2,597) 6,156 8,541 (2,987) 5,554 Developed technology 10 years 60,665 (25,923) 34,742 66,901 (31,071) 35,830 Customer relationships 7 years 50,676 (26,588) 24,088 53,736 (32,785) 20,951 Total amortizable assets 169,277 (70,787) 98,490 193,274 (85,777) 107,497 Non-amortizable assets: In-process R&D 533 — 533 533 — 533 Trademarks 28,585 — 28,585 30,340 — 30,340 Total intangible assets $ 198,395 $ (70,787) $ 127,608 $ 224,147 $ (85,777) $ 138,370 |
Schedule of estimated future amortization expense for intangible assets | At June 30, 2022, the estimated future amortization expense was as follows (in thousands): 2023 $ 18,581 2024 17,617 2025 16,781 2026 15,174 2027 12,005 Thereafter 27,339 Total $ 107,497 |
CONTRACT ASSETS AND LIABILITI_2
CONTRACT ASSETS AND LIABILITIES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
CONTRACT ASSETS AND LIABILITIES | |
Schedule of contract assets and contract liabilities | Contract Assets (in thousands) June 30, June 30, 2021 2022 Change % Change Unbilled revenue (included in accounts receivable, net) $ 40,853 $ 43,287 $ 2,434 6 % Contract Liabilities (in thousands) June 30, June 30, 2021 2022 Change % Change Advances from customers $ 38,463 $ 19,917 $ (18,546) (48) % Deferred revenue—current 32,689 31,396 (1,293) (4) % Deferred revenue—long-term 14,898 20,476 5,578 37 % |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
LEASES | |
Schedule of components of operating lease expense | The components of operating lease expense for the fiscal years ended June 30, 2021 and 2022 were as follows (in thousands): Fiscal Year Ended June 30, 2021 2022 Operating lease cost $ 9,384 $ 10,390 Variable lease cost 927 856 Short-term lease cost 907 1,061 $ 11,218 $ 12,307 |
Schedule of supplemental disclosures related to operating leases | Supplemental balance sheet assets and liabilities related to operating leases were as follows (in thousands): Balance Sheet Category June 30, 2021 June 30, 2022 Operating lease ROU assets, net Other assets $ 23,439 $ 39,461 Operating lease liabilities, current portion Other accrued expenses and current liabilities $ 7,499 $ 9,700 Operating lease liabilities, long-term Other long-term liabilities 16,317 30,363 Total operating lease liabilities $ 23,816 $ 40,063 Weighted average remaining lease term 4.9 years Weighted average discount rate 3.5 % |
Schedule of supplemental cash flow information related to operating leases | Supplemental cash flow information related to operating leases for the year ended June 30, 2022 was as follows (in thousands): Fiscal Year Ended June 30, 2021 2022 Cash paid for operating lease liabilities $ 9,884 $ 10,046 ROU assets obtained in exchange for new lease obligations 4,212 27,402 |
Schedule of maturities of operating lease liabilities | Maturities of operating lease liabilities under ASC 842 Leases at June 30, 2022 were as follows (in thousands): June 30, 2022 Less than one year $ 10,886 1 – 2 years 9,673 2 – 3 years 7,776 3 – 4 years 6,355 4 – 5 years 5,468 Thereafter 3,517 43,675 Less: Imputed interest (3,612) Total lease liabilities $ 40,063 |
IMPAIRMENT, RESTRUCTURING AND_2
IMPAIRMENT, RESTRUCTURING AND OTHER CHARGES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
IMPAIRMENT, RESTRUCTURING AND OTHER CHARGES | |
Summary of impairment, restructuring and other charges (benefit), net | The following tables summarize impairment, restructuring and other charges for the periods set forth below (in thousands): Fiscal 2020 Optoelectronics and Security Healthcare Manufacturing Division Division Division Corporate Total Impairment charges $ 2,200 $ 3,258 $ — $ — $ 5,458 Acquisition-related costs 309 — 41 — 350 Employee termination costs 2,748 466 618 184 4,016 Facility closures/consolidation 231 — — — 231 Legal costs (recoveries), net — — — (3,572) (3,572) Total expensed $ 5,488 $ 3,724 $ 659 $ (3,388) $ 6,483 Fiscal 2021 Optoelectronics and Security Healthcare Manufacturing Division Division Division Corporate Total Impairment charges $ 552 $ — $ — $ — $ 552 Acquisition-related costs 249 27 — — 276 Employee termination costs 4,130 — 315 — 4,445 Mexico transaction costs 2,691 — — — 2,691 Facility closures/consolidation 1,675 — — — 1,675 Legal costs, net — — — 465 465 Total expensed $ 9,297 $ 27 $ 315 $ 465 $ 10,104 Fiscal 2022 Optoelectronics and Security Healthcare Manufacturing Division Division Division Corporate Total Impairment charges $ — $ — $ — $ 1,006 $ 1,006 Acquisition-related costs 232 — — 56 288 Employee termination costs 1,077 — 100 — 1,177 Facility closures/consolidation (33) — — — (33) Legal costs, net — — — 5,104 5,104 Total expensed $ 1,276 $ — $ 100 $ 6,166 $ 7,542 |
Summary of changes in the accrued liability for restructuring and other charges | The accrued liability for restructuring and other charges is included in other accrued expenses and current liabilities in the consolidated balance sheet. The changes in the accrued liability for restructuring and other charges for fiscal 2021 and 2022 were as follows (in thousands): Facility Acquisition- Employee Closure / Legal Related Termination Consolidation Costs and Costs Costs Cost Settlements Total Balance as of June 30, 2020 $ — $ 545 $ 201 $ 1,882 $ 2,628 Restructuring and other charges, net 276 4,368 1,675 3,156 9,475 Payments, adjustments and reimbursements, net (276) (4,663) (1,490) (2,266) (8,695) Balance as of June 30, 2021 $ — $ 250 $ 386 $ 2,772 $ 3,408 Restructuring and other charges (benefit), net 288 1,177 (33) 6,110 7,542 Payments, adjustments and reimbursements, net (288) (1,246) (330) (7,102) (8,966) Balance as of June 30, 2022 $ — $ 181 $ 23 $ 1,780 $ 1,984 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
BORROWINGS | |
Schedule of long-term debt | Long-term debt consisted of the following (in thousands): June 30, 2021 2022 1.25% convertible notes due September 1, 2022: Principal amount $ 287,500 $ 242,302 Unamortized discount (10,494) — Unamortized debt issuance costs (1,372) (196) 275,634 242,106 Term loan — 50,000 Other long-term debt 1,633 1,137 277,267 293,243 Less current portion of long-term debt (846) (244,575) Long-term portion of debt $ 276,421 $ 48,668 |
Schedule of fiscal year principal payments of long-term debt | Fiscal year principal payments of long-term debt as of June 30, 2022 are as follows (in thousands): 2023 $ 244,771 2024 2,983 2025 2,560 2026 2,500 2027 40,625 Thereafter — Total $ 293,439 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
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): 2020 2021 2022 Cost of goods sold $ 708 $ 760 $ 812 Selling, general and administrative 22,546 25,457 26,749 Research and development 563 554 511 Stock-based compensation expense $ 23,817 $ 26,771 $ 28,072 |
Schedule of weighted average assumptions used to determine the fair value calculations for stock options issued | 2020 2021 2022 Expected dividend — — — Risk-free interest rate 1.6 % 0.4 % 1.2 % Expected volatility 26.0 % 26.0 % 31.0 % Expected holding period (in years) 4.5 4.5 4.5 |
Summary of stock option activity | The following summarizes stock option activity for fiscal years 2020, 2021 and 2022: Weighted- Average Weighted-Average Aggregate Number of Exercise Remaining Contractual Intrinsic Value Options Price Term (in thousands) Outstanding at June 30, 2019 515,884 33.74 Granted 13,263 101.31 Exercised (201,150) 20.48 Expired or forfeited (1,693) 81.79 Outstanding at June 30, 2020 326,304 $ 44.41 Granted 22,171 82.17 Exercised (88,657) 35.19 Expired or forfeited (4,598) 80.46 Outstanding at June 30, 2021 255,220 $ 50.24 Granted 22,954 96.38 Exercised (166,629) 35.09 Expired or forfeited (900) 73.99 Outstanding at June 30, 2022 110,645 $ 82.43 6.1 years $ 815 Exercisable at June 30, 2022 70,354 $ 76.76 4.5 years $ 774 |
Summary of RSU award activity | Weighted- Average Shares Fair Value Nonvested at June 30, 2019 521,140 $ 73.97 Granted 308,431 87.88 Vested (390,613) 68.63 Forfeited (15,368) 83.36 Nonvested at June 30, 2020 423,590 $ 88.68 Granted 339,311 80.40 Vested (313.892) 86.12 Forfeited (13,084) 85.78 Nonvested at June 30, 2021 435,925 $ 84.16 Granted 334,435 90.31 Vested (337,442) 82.66 Forfeited (5,471) 83.66 Nonvested at June 30, 2022 427,447 $ 90.17 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
INCOME TAXES | |
Schedule of geographical breakdown of income before the provision for income taxes | The following is a geographical breakdown of income before the provision for income taxes (in thousands): 2020 2021 2022 Pre-tax income: United States $ 41,025 $ 34,323 $ 51,295 Foreign 45,097 64,317 88,865 Total pre-tax income $ 86,122 $ 98,640 $ 140,160 |
Schedule of provision (benefit) for income taxes | Our provision (benefit) for income taxes consists of the following (in thousands): 2020 2021 2022 Current: Federal $ 2,661 $ 4,407 $ 6,216 State 577 1,190 1,964 Foreign 8,063 18,562 13,113 Total current provision 11,301 24,159 21,293 Deferred: Federal $ 2,882 $ 679 $ 3,915 State 45 464 133 Foreign (3,358) (711) (528) Total deferred provision (benefit) (431) 432 3,520 Total provision $ 10,870 $ 24,591 $ 24,813 |
Summary of activity of unrecognized tax benefits | A summary of activity of unrecognized tax benefits for fiscal 2021 and 2022 is as follows (in thousands). Balance at June 30, 2020 $ 13,310 Additions on tax positions for the current year 5,937 Additions on tax positions from prior years 678 Reduction in tax positions from prior year (248) Balance at June 30, 2021 $ 19,677 Additions on tax positions for the current year 3,084 Additions on tax positions from prior years 1,479 Reduction in tax positions from prior year (10,663) Balance at June 30, 2022 $ 13,577 |
Schedule of deferred income tax assets (liabilities) | Deferred income tax assets (liabilities) consisted of the following (in thousands): June 30, 2021 2022 Deferred income tax assets: Tax credit carryforwards $ 16,767 $ 13,130 Net operating loss carryforwards 3,745 6,494 Customer advances 2,819 2,848 Allowance for doubtful accounts 5,266 4,471 Inventory reserve 10,391 11,636 Inventory capitalization 489 406 Accrued liabilities 4,466 3,241 Operating lease liabilities 10,522 8,714 Stock and deferred compensation 12,323 10,601 Other assets 2,685 1,446 Total deferred income tax assets 69,473 62,987 Valuation allowance (16,177) (12,301) Net deferred income tax assets 53,296 50,686 Deferred income tax liabilities: Depreciation (2,137) (7,604) Amortization of intangible assets (31,779) (31,518) Withholding tax on unrepatriated foreign earnings (6,851) (6,851) Operating lease ROU assets (10,355) (8,480) State transition tax (1,754) (1,754) Convertible debt (2,384) — Other liabilities (1,036) (1,750) Total deferred income tax liabilities (56,296) (57,957) Net deferred income tax liability $ (3,000) $ (7,271) |
Schedule of components of net deferred income tax liability | The components of the net deferred income tax liability are classified in the consolidated balance sheets as follows (in thousands): June 30, 2021 2022 Long term deferred income tax asset, included in other assets $ 4,157 $ 3,841 Long term deferred income tax liability (7,157) (11,112) Net deferred income tax liability $ (3,000) $ (7,271) |
Schedule of components of current taxes receivable and payable and prepaid taxes | The components of current taxes receivable and payable and prepaid taxes are classified in the consolidated balance sheets as follows (in thousands): June 30, 2021 2022 Current taxes receivable and prepaid taxes, included in prepaid expenses and other current assets $ 10,383 $ 7,843 Current taxes payable, included in other accrued expenses and current liabilities (4,377) (7,722) Net tax receivable $ 6,006 $ 121 |
Schedule of consolidated effective income tax rate differs from the federal statutory income tax rate | June 30, 2020 2021 2022 Provision for income taxes at federal statutory rate 21.0 % 21.0 % 21.0 % Research and development tax credits (1.6) (1.7) (1.3) Foreign income subject to tax at other than federal statutory rate (0.8) 0.6 0.2 Stock compensation (6.7) (.9) (1.2) Officers’ compensation 4.4 5.8 4.3 Change in valuation allowance (1.3) (5.9) (4.0) Unrecognized tax expense (benefit) 1.2 4.2 (1.4) Tax on foreign currency gains and losses 2.1 (0.2) — State tax expense 1.1 1.2 1.0 U.S. tax on foreign earnings (2.1) (1.8) 0.9 Changes in prior year estimates (6.4) — (0.6) Global intangible low-taxed income, net of foreign tax credits 1.8 0.5 0.3 Foreign Derived Intangible Income Benefit (0.6) (1.3) (1.3) Withholding tax on foreign earnings — 3.4 — Other 0.5 — (0.2) Effective income tax rate 12.6 % 24.9 % 17.7 % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of roll-forward of the contingent consideration liability | These projections and 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, 2021 to June 30, 2022 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, 2021 $ 19,431 Addition of contingent earnout obligations 14,609 Foreign currency translation adjustment (515) Changes in fair value for contingent earnout obligations (5,145) Payments on contingent earnout obligations (168) Ending fair value, June 30, 2022 $ 28,212 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
EMPLOYEE BENEFIT PLANS | |
Schedule of the changes in the plans' benefit obligations, fair value of assets and funded status | The following provides a reconciliation of the changes in the plans’ benefit obligations and fair value of assets for fiscal years 2021 and 2022, and a statement of the funded status as of June 30, 2021 and 2022 (in thousands): 2021 2022 Change in Benefit Obligation Benefit obligation at beginning of year $ 16,225 $ 18,434 Translation adjustment 700 (708) Interest costs 477 464 Amendment 1,272 1,345 Actuarial (gain) loss (45) (900) Benefits paid (195) (171) Benefit obligation at end of year 18,434 18,464 Change in Plan Assets Fair value of plan assets at beginning of year 5,358 7,010 Translation adjustment 710 (860) Actual return on plan assets 1,090 (47) Benefits paid (148) (126) Fair value of plan assets at end of year 7,010 5,977 Funded status and net amount recognized $ (11,424) $ (12,487) Amount recognized in consolidated balance sheets consists of: Investments $ 1,503 $ 2,275 Accrued pension liability (12,927) (14,757) Accumulated other comprehensive income 4,319 4,609 |
Schedule of net periodic pension expense | The following table provides the net periodic benefit costs for the fiscal years ended June 30, (in thousands): 2020 2021 2022 Net Periodic Benefit Costs Interest costs $ 442 $ 477 $ 464 Service costs — — — Expected return on plan assets (251) (242) (279) Amortization of prior service costs (61) 668 1,115 Recognized actuarial loss 34 75 41 Net periodic benefit cost $ 164 $ 978 $ 1,341 |
Schedule of plan assumptions | 2021 2022 Weighted average assumptions at year-end: Discount rate 2.6 % 3.0 % Expected return on plan assets 4.2 % 4.2 % Rate of compensation increase — % — % |
Schedule of plan assets and investment policy | Fiscal year ended Fiscal year ended June 30, 2021 June 30, 2022 Proportion of Expected Rate Proportion of Expected Rate Fair Value of Return Fair Value of Return Equity securities 83 % 4.9 % 85 % 4.9 % Debt securities 16 % 0.8 % 14 % 0.8 % Cash 1 % 0.4 % 1 % 0.4 % Combined 100 % 4.2 % 100 % 4.2 % |
Schedule of estimated benefits payments, based upon the same assumptions used to measure the benefit obligation and net pension cost | The following table reflects estimated benefits payments, based upon the same assumptions used to measure the benefit obligation and net pension cost, as of June 30, 2022 (in thousands): Pension Benefits July 1, 2022 to June 30, 2023 180 July 1, 2023 to June 30, 2024 6,051 July 1, 2024 to June 30, 2025 1,418 July 1, 2025 to June 30, 2026 1,919 July 1, 2026 to June 30, 2027 2,254 July 1, 2027 to June 30, 2032 5,875 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
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): Fiscal 2020 Optoelectronics and Security Healthcare Manufacturing Division Division Division Corporate Eliminations Consolidated Revenues: External customer revenue $ 742,043 $ 185,322 $ 238,679 $ — $ — $ 1,166,044 Revenue between product segments — — 45,149 — (45,149) — Total revenues $ 742,043 $ 185,322 $ 283,828 $ — (45,149) $ 1,166,044 Income (loss) from operations $ 90,063 $ 15,766 $ 30,566 $ (31,630) $ 122 $ 104,887 Segments assets $ 758,054 $ 208,857 $ 232,408 $ 109,178 $ (39,956) $ 1,268,541 Capital expenditures $ 8,648 $ 1,404 $ 6,291 $ 4,045 $ — $ 20,388 Depreciation and amortization $ 34,907 $ 4,390 $ 8,785 $ 1,676 $ — $ 49,758 Fiscal 2021 Optoelectronics and Security Healthcare Manufacturing Division Division Division Corporate Eliminations Consolidated Revenues: External customer revenue $ 633,340 $ 212,315 $ 301,247 $ — $ — $ 1,146,902 Revenue between product segments — — 48,640 — (48,640) — Total revenues $ 633,340 $ 212,315 $ 349,887 $ — (48,640) $ 1,146,902 Income (loss) from operations $ 85,515 $ 31,563 $ 38,465 $ (39,769) $ (403) $ 115,371 Segments assets $ 798,192 $ 220,411 $ 282,039 $ 121,293 $ (37,568) $ 1,384,367 Capital expenditures $ 3,290 $ 2,144 $ 6,714 $ 3,612 $ — $ 15,760 Depreciation and amortization $ 26,572 $ 5,364 $ 9,325 $ 2,594 $ — $ 43,855 Fiscal 2022 Optoelectronics and Security Healthcare Manufacturing Division Division Division Corporate Eliminations Consolidated Revenues: External customer revenue $ 663,159 $ 205,658 $ 314,419 $ — $ — $ 1,183,236 Revenue between product segments — — 52,242 — (52,242) — Total revenues $ 663,159 $ 205,658 $ 366,661 $ — (52,242) $ 1,183,236 Income (loss) from operations $ 98,784 $ 24,696 $ 45,030 $ (46,950) $ 189 $ 121,749 Segments assets $ 839,769 $ 231,423 $ 301,483 $ 104,834 $ (34,359) $ 1,443,150 Capital expenditures $ 5,513 $ 2,295 $ 4,533 $ 2,580 $ — $ 14,921 Depreciation and amortization $ 22,970 $ 5,915 $ 8,098 $ 1,696 $ — $ 38,679 |
Schedule of revenues and identifiable assets by geographical area | The following tables present the revenues and identifiable assets by geographical area (in thousands): Fiscal 2020 External Intersegment Total Long-lived Long-lived revenues revenues Consolidated tangible assets assets Geographic region: United States $ 571,134 $ 16,515 $ 587,649 $ 118,322 $ 475,856 Mexico 66,626 — 66,626 974 974 Other Americas 45,896 — 45,896 8,539 29,551 Total Americas 683,656 16,515 700,171 127,835 506,381 United Kingdom 268,940 529 269,469 21,823 75,382 Other Europe, Middle East and Africa 46,099 — 46,099 7,252 10,611 Total EMEA 315,039 529 315,568 29,075 85,993 Asia-Pacific 167,349 28,105 195,454 23,972 27,414 Eliminations — (45,149) (45,149) N/A N/A Total $ 1,166,044 $ — $ 1,166,044 $ 180,882 $ 619,788 Fiscal 2021 External Intersegment Total Long-lived Long-lived revenues revenues Consolidated tangible assets assets Geographic region: United States $ 589,579 $ 17,498 $ 607,077 $ 126,100 $ 493,423 Mexico 10,583 — 10,583 2,379 2,379 Other Americas 66,732 — 66,732 8,055 29,960 Total Americas 666,894 17,498 684,392 136,534 525,762 United Kingdom 221,423 874 222,297 25,183 80,348 Other Europe, Middle East and Africa 29,879 — 29,879 8,389 8,389 Total EMEA 251,302 874 252,176 33,572 88,737 Asia-Pacific 228,706 30,268 258,974 29,346 32,865 Eliminations — (48,640) (48,640) — — Total $ 1,146,902 $ — $ 1,146,902 $ 199,452 $ 647,364 Fiscal 2022 External Intersegment Total Long-lived Long-lived revenues revenues Consolidated tangible assets assets Geographic region: United States $ 569,601 $ 16,322 $ 585,923 $ 117,622 $ 514,489 Mexico 8,109 — 8,109 261 261 Other Americas 47,737 — 47,737 8,091 27,676 Total Americas 625,447 16,322 641,769 125,974 542,426 United Kingdom 276,658 2,887 279,545 27,749 80,758 Other Europe, Middle East and Africa 52,952 — 52,952 4,837 6,776 Total EMEA 329,610 2,887 332,497 32,586 87,534 Asia-Pacific 228,179 33,002 261,181 20,589 23,916 Eliminations — (52,211) (52,211) — — Total $ 1,183,236 $ — $ 1,183,236 $ 179,149 $ 653,876 |
SUPPLEMENTARY DATA UNAUDITED _2
SUPPLEMENTARY DATA UNAUDITED QUARTERLY RESULTS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
SUPPLEMENTARY DATA UNAUDITED QUARTERLY RESULTS | |
Schedule of unaudited quarterly financial information | The following tables present unaudited quarterly financial information for the four quarters ended June 30, 2021 and 2022 (in thousands, except per share data): Quarter Ended September 30, December 31, March 31, June 30, 2020 2020 2021 2021 (Unaudited) Revenues $ 254,908 $ 276,009 $ 283,787 $ 332,198 Costs of goods sold 159,157 173,928 179,768 214,131 Gross profit 95,751 102,081 104,019 118,067 Operating expenses: Selling, general and administrative 58,617 56,101 57,906 68,123 Research and development 12,082 13,784 13,932 13,898 Impairment, restructuring and other charges (benefit), net 8,359 (162) (285) 2,192 Total operating expenses 79,058 69,723 71,553 84,213 Income from operations 16,693 32,358 32,466 33,854 Interest and other expense, net (4,189) (4,233) (4,167) (4,142) Income before income taxes 12,504 28,125 28,299 29,712 Provision for income taxes (3,160) (8,087) (9,526) (3,818) Net income $ 9,344 $ 20,038 $ 18,773 $ 25,894 Basic earnings per common share $ 0.52 $ 1.12 $ 1.04 $ 1.44 Diluted earnings per common share $ 0.51 $ 1.10 $ 1.03 $ 1.40 Quarter Ended September 30, December 31, March 31, June 30, 2021 2021 2022 2022 (Unaudited) Revenues $ 279,257 $ 276,681 $ 290,477 $ 336,821 Costs of goods sold 179,927 176,908 187,619 214,355 Gross profit 99,330 99,773 102,858 122,466 Operating expenses: Selling, general and administrative 57,323 54,879 57,813 65,538 Research and development 14,817 14,977 15,150 14,639 Impairment, restructuring and other charges, net 2,510 831 1,469 2,732 Total operating expenses 74,650 70,687 74,432 82,909 Income from operations 24,680 29,086 28,426 39,557 Interest and other expense, net (2,016) (2,217) (2,301) (2,428) Other income — — 27,373 — Income before income taxes 22,664 26,869 53,498 37,129 Provision for income taxes (3,612) (7,072) (10,763) (3,366) Net income $ 19,052 $ 19,797 $ 42,735 $ 33,763 Basic earnings per common share $ 1.06 $ 1.11 $ 2.45 $ 1.99 Diluted earnings per common share $ 1.04 $ 1.09 $ 2.41 $ 1.94 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Description of Business (Details) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | |
Description of Business | ||
Number of reporting segments | segment | 3 | |
Cash and Cash Equivalents | ||
Cash and cash equivalents | $ 64,202 | $ 80,613 |
Repatriation tax considerations (as a percent) | 78% | |
Goodwill and Other Intangible Assets and Valuation of Long Lived Assets | ||
Number of reporting units | segment | 3 | |
Goodwill impairment | $ 0 | |
Readily determinable fair value for the equity interests | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair values of financial assets and liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Fair Value of Financial Instruments | ||
Liabilities-Contingent consideration | $ 28,212 | $ 19,431 |
Recurring | ||
Fair Value of Financial Instruments | ||
Assets-Insurance company contracts | 40,284 | 47,113 |
Liabilities-Convertible debt | 242,302 | 287,500 |
Liabilities-Contingent consideration | 28,212 | 19,431 |
Recurring | Level 2 | ||
Fair Value of Financial Instruments | ||
Assets-Insurance company contracts | 40,284 | 47,113 |
Liabilities-Convertible debt | 242,302 | 287,500 |
Recurring | Level 3 | ||
Fair Value of Financial Instruments | ||
Liabilities-Contingent consideration | $ 28,212 | $ 19,431 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivative Instruments and Hedging Activity (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Derivative Instruments and Hedging Activity | ||
Derivative instruments and Hedges | $ 0 | |
Foreign currency forward contracts | ||
Derivative Instruments and Hedging Activity | ||
Notional amounts | $ 22,900 | $ 26,100 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Credit Risk and Concentration (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Credit Risk and Concentration | ||
Revenue, Practical Expedient, Financing Component [true false] | true | |
Cash and cash equivalents | $ 64,202 | $ 80,613 |
Foreign subsidiaries | Cash and cash equivalents | Cash and Cash Equivalents Concentration Risk | ||
Credit Risk and Concentration | ||
Concentration (as a percent) | 78% | 71% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Dilutive effect of the Notes | 0 | 0 | 0 | ||||||||
Lease, Practical Expedient, Use of Hindsight [true false] | true | ||||||||||
Foreign Currency Translation | |||||||||||
Transaction gain (loss) | $ 600 | $ 1,300 | $ 3,400 | ||||||||
Per Share Computations | |||||||||||
Net income available to common stockholders | $ 33,763 | $ 42,735 | $ 19,797 | $ 19,052 | $ 25,894 | $ 18,773 | $ 20,038 | $ 9,344 | $ 115,347 | $ 74,049 | $ 75,252 |
Weighted average shares outstanding-basic | 17,551 | 17,968 | 18,191 | ||||||||
Dilutive effect of equity awards | 319 | 420 | 409 | ||||||||
Weighted average shares outstanding-diluted | 17,870 | 18,388 | 18,600 | ||||||||
Basic earnings per share | $ 1.99 | $ 2.45 | $ 1.11 | $ 1.06 | $ 1.44 | $ 1.04 | $ 1.12 | $ 0.52 | $ 6.57 | $ 4.12 | $ 4.14 |
Diluted earnings per share | $ 1.94 | $ 2.41 | $ 1.09 | $ 1.04 | $ 1.40 | $ 1.03 | $ 1.10 | $ 0.51 | $ 6.45 | $ 4.03 | $ 4.05 |
Weighted average shares excluded from diluted earnings per share due to their anti-dilutive effect | 47 | 47 | 120 | ||||||||
Warranty Provision | |||||||||||
Balance at beginning of period | $ 19,736 | $ 20,825 | $ 19,736 | $ 20,825 | $ 21,724 | ||||||
Warranty claims provided for/assumed in acquisition | 3,474 | 5,419 | 7,551 | ||||||||
Settlements made | (9,863) | (6,508) | (8,450) | ||||||||
Balance at end of period | $ 13,347 | $ 19,736 | $ 13,347 | $ 19,736 | $ 20,825 | ||||||
1.25% Convertible Senior Notes Due 2022 | |||||||||||
Per Share Computations | |||||||||||
Interest rate (as a percentage) | 1.25% | 1.25% | |||||||||
Conversion price | $ 107.46 | $ 107.46 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jul. 01, 2021 | Jun. 30, 2021 |
Changes for the adoption of the new lease standard | |||
Increase to retained earnings | $ 663,869 | $ 548,842 | |
Reduction in common stock | $ 17 | $ 105,724 | |
Cumulative effect period of adoption, adjustment | ASU 2020-06 | |||
Changes for the adoption of the new lease standard | |||
Increase to retained earnings | $ 19,000 | ||
Reduction in common stock | 27,000 | ||
Increase to convertible loan balance | $ 10,000 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) item | |
A privately held services company | |||
Business Combinations | |||
Total purchase price | $ 3 | ||
Maximum contingent consideration | $ 12 | ||
privately held sales and services company | |||
Business Combinations | |||
Total purchase price | $ 1.1 | ||
Privately held provider of intelligent inspection, sensory, and recognition solutions | |||
Business Combinations | |||
Total purchase price | 14 | ||
Maximum contingent consideration | $ 25 | ||
Other business acquisitions | |||
Business Combinations | |||
Total purchase price | $ 8.9 | ||
Number of business acquisitions consummated during the year | item | 4 |
BALANCE SHEET DETAILS (Details)
BALANCE SHEET DETAILS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounts receivable, net | |||
Accounts receivable | $ 326,849 | $ 315,926 | |
Less allowance for doubtful accounts | (18,876) | (25,273) | |
Total | 307,973 | 290,653 | |
Inventories | |||
Raw materials | 213,290 | 160,313 | |
Work-in-process | 46,873 | 59,594 | |
Finished goods | 73,744 | 74,301 | |
Total | 333,907 | 294,208 | |
Property and equipment, net | |||
Property and equipment, gross | 267,019 | 273,348 | |
Less accumulated depreciation and amortization | (157,335) | (155,344) | |
Property and equipment, net | 109,684 | 118,004 | |
Depreciation | 21,000 | 22,400 | $ 21,500 |
Land | |||
Property and equipment, net | |||
Property and equipment, gross | 15,028 | 16,357 | |
Buildings and improvements | |||
Property and equipment, net | |||
Property and equipment, gross | $ 47,309 | 57,555 | |
Buildings and improvements | Minimum | |||
Property and equipment, net | |||
Estimated Useful Lives | 5 years | ||
Buildings and improvements | Maximum | |||
Property and equipment, net | |||
Estimated Useful Lives | 40 years | ||
Leasehold improvements | |||
Property and equipment, net | |||
Property and equipment, gross | $ 11,599 | 8,874 | |
Leasehold improvements | Minimum | |||
Property and equipment, net | |||
Estimated Useful Lives | 1 year | ||
Leasehold improvements | Maximum | |||
Property and equipment, net | |||
Estimated Useful Lives | 13 years | ||
Equipment and tooling | |||
Property and equipment, net | |||
Property and equipment, gross | $ 128,425 | 129,735 | |
Equipment and tooling | Minimum | |||
Property and equipment, net | |||
Estimated Useful Lives | 3 years | ||
Equipment and tooling | Maximum | |||
Property and equipment, net | |||
Estimated Useful Lives | 10 years | ||
Furniture and fixtures | |||
Property and equipment, net | |||
Property and equipment, gross | $ 3,592 | 3,275 | |
Furniture and fixtures | Minimum | |||
Property and equipment, net | |||
Estimated Useful Lives | 3 years | ||
Furniture and fixtures | Maximum | |||
Property and equipment, net | |||
Estimated Useful Lives | 10 years | ||
Computer equipment | |||
Property and equipment, net | |||
Property and equipment, gross | $ 21,208 | 19,349 | |
Computer equipment | Minimum | |||
Property and equipment, net | |||
Estimated Useful Lives | 3 years | ||
Computer equipment | Maximum | |||
Property and equipment, net | |||
Estimated Useful Lives | 5 years | ||
Computer software | |||
Property and equipment, net | |||
Property and equipment, gross | $ 25,153 | 23,090 | |
Computer software | Minimum | |||
Property and equipment, net | |||
Estimated Useful Lives | 3 years | ||
Computer software | Maximum | |||
Property and equipment, net | |||
Estimated Useful Lives | 10 years | ||
Computer software implementation in process | |||
Property and equipment, net | |||
Property and equipment, gross | $ 9,422 | 11,102 | |
Construction in process | |||
Property and equipment, net | |||
Property and equipment, gross | $ 5,283 | $ 4,011 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | $ 320,304 | $ 310,627 |
Goodwill acquired or adjusted during the period | 19,436 | 5,566 |
Foreign currency translation adjustment | (3,383) | 4,111 |
Balance at the end of the period | 336,357 | 320,304 |
Security | ||
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | 206,426 | 203,627 |
Goodwill acquired or adjusted during the period | 19,436 | 2,322 |
Foreign currency translation adjustment | (307) | 477 |
Balance at the end of the period | 225,555 | 206,426 |
Healthcare Division | ||
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | 43,584 | 39,983 |
Goodwill acquired or adjusted during the period | 3,244 | |
Foreign currency translation adjustment | (397) | 357 |
Balance at the end of the period | 43,187 | 43,584 |
Optoelectronics and Manufacturing Division | ||
Changes in the carrying value of goodwill | ||
Balance at the beginning of the period | 70,294 | 67,017 |
Foreign currency translation adjustment | (2,679) | 3,277 |
Balance at the end of the period | $ 67,615 | $ 70,294 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Amortizable assets: | |||
Gross Carrying Value | $ 193,274 | $ 169,277 | |
Accumulated Amortization | (85,777) | (70,787) | |
Total | 107,497 | 98,490 | |
Total intangible assets | |||
Gross Carrying Value | 224,147 | 198,395 | |
Intangible assets, net | 138,370 | 127,608 | |
Amortization expense | 17,700 | 21,500 | $ 20,700 |
In-process R&D | |||
Non-amortizable assets: | |||
Gross Carrying Value | 533 | 533 | |
Trademarks | |||
Non-amortizable assets: | |||
Gross Carrying Value | 30,340 | 28,585 | |
Software development costs | |||
Amortizable assets: | |||
Gross Carrying Value | 64,096 | 49,183 | |
Accumulated Amortization | (18,934) | (15,679) | |
Total | $ 45,162 | 33,504 | |
Software development costs | Minimum | |||
Intangible assets | |||
Weighted Average Lives (in Years) | 8 years | ||
Software development costs | Maximum | |||
Intangible assets | |||
Weighted Average Lives (in Years) | 9 years | ||
Patents | |||
Intangible assets | |||
Weighted Average Lives (in Years) | 19 years | ||
Amortizable assets: | |||
Gross Carrying Value | $ 8,541 | 8,753 | |
Accumulated Amortization | (2,987) | (2,597) | |
Total | $ 5,554 | 6,156 | |
Developed technology | |||
Intangible assets | |||
Weighted Average Lives (in Years) | 10 years | ||
Amortizable assets: | |||
Gross Carrying Value | $ 66,901 | 60,665 | |
Accumulated Amortization | (31,071) | (25,923) | |
Total | $ 35,830 | 34,742 | |
Customer relationships/backlog | |||
Intangible assets | |||
Weighted Average Lives (in Years) | 7 years | ||
Amortizable assets: | |||
Gross Carrying Value | $ 53,736 | 50,676 | |
Accumulated Amortization | (32,785) | (26,588) | |
Total | $ 20,951 | $ 24,088 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Estimated future amortization expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Estimated future amortization expense | |||
2023 | $ 18,581 | ||
2024 | 17,617 | ||
2025 | 16,781 | ||
2026 | 15,174 | ||
2027 | 12,005 | ||
Thereafter | 27,339 | ||
Total | 107,497 | $ 98,490 | |
Software development costs | |||
Estimated future amortization expense | |||
Total | 45,162 | 33,504 | |
Capitalized software development costs | $ 15,200 | $ 12,900 | $ 11,900 |
CONTRACT ASSETS AND LIABILITI_3
CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Contract Assets | ||
Unbilled revenue (included in accounts receivable, net) | $ 43,287 | $ 40,853 |
Change in unbilled revenue | $ 2,434 | |
Percentage of change in unbilled revenue | 6% | |
Contract Liabilities | ||
Advances from customers | $ 19,917 | 38,463 |
Deferred revenue - current | 31,396 | 32,689 |
Deferred revenue - long-term | 20,476 | $ 14,898 |
Change in advances from customers | $ (18,546) | |
Percentage of change in advances from customers | (48.00%) | |
Change in deferred revenue - current | $ (1,293) | |
Percentage of change in deferred revenue - current | (4.00%) | |
Change in deferred revenue - long-term | $ 5,578 | |
Percentage of change in deferred revenue - long-term. | 37% | |
Remaining Performance Obligations | ||
Revenue remaining performance obligation | $ 400,800 | |
Remaining performance obligation expected percentage recognized | 44% | |
Recognized revenue from contract liabilities | $ 65,700 | |
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]: 2021-01-01 | ||
Remaining Performance Obligations | ||
Remaining performance obligation expected timing of satisfaction period | 12 months |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating lease expense | ||
Operating lease cost | $ 10,390 | $ 9,384 |
Variable lease cost | 856 | 927 |
Short-term lease cost | 1,061 | 907 |
Operating lease expense | 12,307 | 11,218 |
Balance sheet assets and liabilities related to operating leases | ||
Operating lease ROU assets, net | $ 39,461 | $ 23,439 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent. | Other Assets, Noncurrent. |
Operating lease liabilities, current portion | $ 9,700 | $ 7,499 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current | Other Liabilities, Current |
Operating lease liabilities, long-term | $ 30,363 | $ 16,317 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total lease liabilities | $ 40,063 | $ 23,816 |
Weighted average remaining lease term | 4 years 10 months 24 days | |
Weighted average discount rate | 3.50% | |
Cash flow information related to operating leases | ||
Cash paid for operating lease liabilities | $ 10,046 | 9,884 |
ROU assets obtained in exchange for new lease obligations | $ 27,402 | $ 4,212 |
LEASES - Maturities of operatin
LEASES - Maturities of operating lease liabilities under ASC 842 (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Maturities of operating lease liabilities | ||
Less than one year | $ 10,886 | |
1 - 2 years | 9,673 | |
2 - 3 years | 7,776 | |
3 - 4 years | 6,355 | |
4 - 5 years | 5,468 | |
Thereafter | 3,517 | |
Total | 43,675 | |
Less: Imputed interest | (3,612) | |
Total lease liabilities | $ 40,063 | $ 23,816 |
LEASES - Sale-leaseback Transac
LEASES - Sale-leaseback Transaction (Details) $ in Thousands | 1 Months Ended | ||
Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating lease ROU assets, net | $ 39,461 | $ 23,439 | |
Operating lease liability | $ 40,063 | $ 23,816 | |
Hawthorne Property | |||
Lessee, Lease, Description [Line Items] | |||
Transaction price of sale leaseback | $ 32,000 | ||
Gain of sale leaseback transaction | $ 27,400 | ||
Operating lease term | 6 years | ||
Number of operating lease renewal term options | 2 | ||
Operating lease renewal term | 5 years | ||
Operating lease liability | $ 5,700 |
IMPAIRMENT, RESTRUCTURING AND_3
IMPAIRMENT, RESTRUCTURING AND OTHER CHARGES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Impairment, Restructuring and Other Charges | |||||||||||
Net benefit recognized related to reimbursement from insurance | $ (2,732) | $ (1,469) | $ (831) | $ (2,510) | $ (2,192) | $ 285 | $ 162 | $ (8,359) | |||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total expensed | ||||||||||
Impairment charges | $ 1,006 | $ 552 | $ 5,458 | ||||||||
Acquisition-related costs | 288 | 276 | 350 | ||||||||
Employee termination costs | 1,177 | 4,445 | 4,016 | ||||||||
Mexico transaction costs | 2,691 | ||||||||||
Facility closures/consolidation costs (benefit) | (33) | 1,675 | 231 | ||||||||
Legal costs (recoveries), net | 5,104 | 465 | (3,572) | ||||||||
Total expensed | 7,542 | 10,104 | 6,483 | ||||||||
Impairment charges | 5,500 | ||||||||||
Other operational efficiency activities | |||||||||||
Impairment, Restructuring and Other Charges | |||||||||||
Net benefit recognized related to reimbursement from insurance | (7,500) | ||||||||||
Acquisition-related costs | 300 | 300 | |||||||||
Employee termination costs | 1,200 | 1,600 | |||||||||
Facility closures/consolidation costs (benefit) | 500 | ||||||||||
Legal costs (recoveries), net | (5,100) | 500 | |||||||||
Impairment on software assets | 1,000 | ||||||||||
Security | |||||||||||
Impairment, Restructuring and Other Charges | |||||||||||
Impairment charges | 552 | 2,200 | |||||||||
Acquisition-related costs | 232 | 249 | 309 | ||||||||
Employee termination costs | 1,077 | 4,130 | 2,748 | ||||||||
Mexico transaction costs | 2,691 | ||||||||||
Facility closures/consolidation costs (benefit) | (33) | 1,675 | 231 | ||||||||
Total expensed | 1,276 | 9,297 | 5,488 | ||||||||
Healthcare Division | |||||||||||
Impairment, Restructuring and Other Charges | |||||||||||
Impairment charges | 3,258 | ||||||||||
Acquisition-related costs | 27 | ||||||||||
Employee termination costs | 466 | ||||||||||
Total expensed | 27 | 3,724 | |||||||||
Optoelectronics and Manufacturing Division | |||||||||||
Impairment, Restructuring and Other Charges | |||||||||||
Acquisition-related costs | 41 | ||||||||||
Employee termination costs | 100 | 315 | 618 | ||||||||
Total expensed | 100 | 315 | 659 | ||||||||
Corporate. | |||||||||||
Impairment, Restructuring and Other Charges | |||||||||||
Impairment charges | 1,006 | ||||||||||
Acquisition-related costs | 56 | ||||||||||
Employee termination costs | 184 | ||||||||||
Legal costs (recoveries), net | 5,104 | 465 | (3,572) | ||||||||
Total expensed | $ 6,166 | 465 | $ (3,388) | ||||||||
Turnkey Screening Program | Security | |||||||||||
Impairment, Restructuring and Other Charges | |||||||||||
Net benefit recognized related to reimbursement from insurance | (7,200) | ||||||||||
Impairment charges | 600 | ||||||||||
Employee termination costs | 2,800 | ||||||||||
Direct transaction costs | 2,700 | ||||||||||
Facility closures/consolidation costs (benefit) | $ 1,100 |
IMPAIRMENT, RESTRUCTURING AND_4
IMPAIRMENT, RESTRUCTURING AND OTHER CHARGES - Accrued liability for restructuring and other charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring and other charges | ||
Beginning balance | $ 3,408 | $ 2,628 |
Restructuring and other charges (benefit), net | 7,542 | 9,475 |
Payments, adjustments and reimbursements, net | (8,966) | (8,695) |
Ending balance | 1,984 | 3,408 |
Acquisition-Related Costs | ||
Restructuring and other charges | ||
Restructuring and other charges (benefit), net | 288 | 276 |
Payments, adjustments and reimbursements, net | (288) | (276) |
Employee termination costs | ||
Restructuring and other charges | ||
Beginning balance | 250 | 545 |
Restructuring and other charges (benefit), net | 1,177 | 4,368 |
Payments, adjustments and reimbursements, net | (1,246) | (4,663) |
Ending balance | 181 | 250 |
Facility closures | ||
Restructuring and other charges | ||
Beginning balance | 386 | 201 |
Restructuring and other charges (benefit), net | (33) | 1,675 |
Payments, adjustments and reimbursements, net | (330) | (1,490) |
Ending balance | 23 | 386 |
Legal Costs and Settlements | ||
Restructuring and other charges | ||
Beginning balance | 2,772 | 1,882 |
Restructuring and other charges (benefit), net | 6,110 | 3,156 |
Payments, adjustments and reimbursements, net | (7,102) | (2,266) |
Ending balance | $ 1,780 | $ 2,772 |
BORROWINGS (Details)
BORROWINGS (Details) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) D $ / shares | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | Jul. 01, 2021 USD ($) | Feb. 28, 2017 USD ($) | |
Borrowings | ||||||
Borrowings outstanding | $ 60,000,000 | |||||
Increase to retained earnings | 663,869,000 | $ 548,842,000 | ||||
Reduction in common stock | 17,000 | 105,724,000 | ||||
ASU 2020-06 | Cumulative effect period of adoption, adjustment | ||||||
Borrowings | ||||||
Liability component of convertible debt | $ 10,000,000 | |||||
Increase to retained earnings | 19,000,000 | |||||
Reduction in common stock | 27,000,000 | |||||
Revolving credit facility | ||||||
Borrowings | ||||||
Maximum borrowing capacity | $ 600,000,000 | |||||
Credit facility under term loan | 150,000,000 | $ 100,000,000 | ||||
Unused commitment fee (as a percent) | 0.10% | |||||
Borrowings outstanding | $ 60,000,000 | |||||
Available credit facility | $ 461,500,000 | |||||
Revolving credit facility | Minimum | ||||||
Borrowings | ||||||
Maximum borrowing capacity | 535,000,000 | |||||
Unused commitment fee (as a percent) | 0.10% | |||||
Revolving credit facility | Maximum | ||||||
Borrowings | ||||||
Maximum borrowing capacity | 750,000,000 | |||||
Increase in the credit agreement's borrowing capacity available under certain circumstances | 250,000,000 | |||||
Unused commitment fee (as a percent) | 0.25% | |||||
Revolving credit facility | LIBOR | ||||||
Borrowings | ||||||
Interest rate margin (as a percent) | 1% | |||||
Revolving credit facility | LIBOR | Minimum | ||||||
Borrowings | ||||||
Interest rate margin (as a percent) | 1% | |||||
Revolving credit facility | LIBOR | Maximum | ||||||
Borrowings | ||||||
Interest rate margin (as a percent) | 1.75% | |||||
Letters of credit sub facility | ||||||
Borrowings | ||||||
Maximum borrowing capacity | $ 300,000,000 | |||||
Amount outstanding under lines of credit facilities | $ 78,500,000 | |||||
1.25% Convertible Senior Notes Due 2022 | ||||||
Borrowings | ||||||
Principal amount | $ 287,500,000 | $ 287,500,000 | ||||
Interest rate (as a percentage) | 1.25% | |||||
Conversion ratio | 9.3056 | |||||
Principal amounts | $ 1,000 | |||||
Conversion price | $ / shares | $ 107.46 | |||||
Premium on stock price | 38.50% | |||||
Threshold percentage of stock price | 130% | |||||
Number of trading days | D | 20 | |||||
Number of consecutive trading days | D | 30 | |||||
Principal amount of the notes to be repurchased (as a percentage) | 100% | |||||
Liability component of convertible debt | $ 242,400,000 | |||||
Equity component of convertible debt | 45,100,000 | |||||
Debt Component of debt issuance costs | 6,500,000 | |||||
Equity component of debt issuance costs | 1,200,000 | |||||
Total interest expense | 4,700,000 | 13,400,000 | $ 13,000,000 | |||
Contractual interest expense | 3,500,000 | 3,600,000 | 3,600,000 | |||
Amortization of debt discount | 1,200,000 | 8,600,000 | 8,200,000 | |||
Amortization of debt issuance costs | 1,200,000 | $ 1,200,000 | ||||
Unamortized debt discount | 10,494,000 | |||||
Unamortized debt issuance costs | 200,000 | $ 1,400,000 | ||||
Principal value of notes repurchased and cancelled | 45,200,000 | |||||
Debt issuance costs | 7,700,000 | |||||
Loss on debt extinguishment | 100,000 | |||||
1.25% Convertible Senior Notes Due 2022 | ASU 2020-06 | Cumulative effect period of adoption, adjustment | ||||||
Borrowings | ||||||
Liability component of convertible debt | 10,000,000 | |||||
Increase to retained earnings | 19,000,000 | |||||
Reduction in common stock | $ 27,000,000 | |||||
Bank lines-of-credit | ||||||
Borrowings | ||||||
Amount outstanding under lines of credit facilities | 60,000,000 | |||||
Available credit facility | 9,600,000 | |||||
Term Loan | ||||||
Borrowings | ||||||
Borrowings outstanding | $ 50,000,000 |
BORROWINGS - Other borrowings (
BORROWINGS - Other borrowings (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Components of long-term debt | ||
Convertible notes | $ 242,106 | $ 275,634 |
Term loan | 50,000 | |
Other long-term debt | 1,137 | 1,633 |
Total | 293,243 | 277,267 |
Less current portion of long-term debt | (244,575) | (846) |
Long-term portion of debt | 48,668 | 276,421 |
Fiscal year principal payments of long-term debt | ||
2023 | 244,771 | |
2024 | 2,983 | |
2025 | 2,560 | |
2026 | 2,500 | |
2027 | 40,625 | |
Total | 293,439 | |
1.25% Convertible Senior Notes Due 2022 | ||
Components of long-term debt | ||
Principal amount | 242,302 | 287,500 |
Unamortized discount | (10,494) | |
Unamortized debt issuance costs | $ (196) | $ (1,372) |
STOCKHOLDERS' EQUITY - Stock-ba
STOCKHOLDERS' EQUITY - Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock-based Compensation | ||||
Stock-based compensation expense | $ 28,072 | $ 26,771 | $ 23,817 | |
Weighted average assumptions used to determine the fair value calculations for stock options issued | ||||
Expected holding period (in years) | 4 years 6 months | 4 years 6 months | 4 years 6 months | |
Weighted-Average Fair Value | ||||
Granted (in dollars per share) | $ 90.31 | $ 80.40 | $ 87.88 | |
RSU | ||||
Stock-based Compensation | ||||
Unrecognized compensation cost | $ 13,800 | |||
Weighted-average period | 2 years 1 month 6 days | |||
Stock Options | ||||
Stock-based Compensation | ||||
Unrecognized compensation cost | $ 600 | |||
Weighted-average period | 2 years | |||
OSI Plans | ||||
Stock-based Compensation | ||||
Shares available for grant | 1,400,000 | |||
Weighted-Average Fair Value | ||||
Additional maximum number of shares of common stock which may be issued | 1,650,000 | |||
Increase in maximum number of shares authorized under share based compensation plan | 7,100,000 | |||
OSI Plans | RSU | ||||
Shares | ||||
Nonvested at the beginning of the period (in shares) | 435,925 | 423,590 | 521,140 | |
Granted (in shares) | 334,435 | 339,311 | 308,431 | |
Vested (in shares) | (337,442) | (313.892) | (390,613) | |
Forfeited (in shares) | (5,471) | (13,084) | (15,368) | |
Nonvested at the end of the period (in shares) | 427,447 | 435,925 | 423,590 | |
Weighted-Average Fair Value | ||||
Nonvested at the beginning of the period (in dollars per share) | $ 84.16 | $ 88.68 | $ 73.97 | |
Granted (in dollars per share) | 90.31 | 80.40 | 87.88 | |
Vested (in dollars per share) | 82.66 | 86.12 | 68.63 | |
Forfeited (in dollars per share) | 83.66 | 85.78 | 83.36 | |
Nonvested at the end of the period (in dollars per share) | $ 90.17 | $ 84.16 | $ 88.68 | |
OSI Plans | Restricted stock and RSU | ||||
Weighted-Average Fair Value | ||||
Total fair value of shares vested | $ 27,900 | $ 27,000 | $ 26,800 | |
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 | |||
OSI Plans | Restricted stock and RSU | Minimum | ||||
Stock-based Compensation | ||||
Vesting period | 3 years | |||
OSI Plans | Restricted stock and RSU | Maximum | ||||
Stock-based Compensation | ||||
Vesting period | 4 years | |||
OSI Plans | Stock Options | ||||
Stock-based Compensation | ||||
Vesting period | 3 years | |||
Number of Options | ||||
Outstanding at the beginning of the period (in shares) | 255,220 | 326,304 | 515,884 | |
Granted (in shares) | 22,954 | 22,171 | 13,263 | |
Exercised (in shares) | (166,629) | (88,657) | (201,150) | |
Expired or forfeited (in shares) | (900) | (4,598) | (1,693) | |
Outstanding at the end of the period (in shares) | 110,645 | 255,220 | 326,304 | |
Exercisable at the end of the period (in shares) | 70,354 | |||
Weighted average assumptions used to determine the fair value calculations for stock options issued | ||||
Risk-free interest rate (as percent) | 1.20% | 0.40% | 1.60% | |
Expected volatility (as percent) | 31% | 26% | 26% | |
Weighted Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 50.24 | $ 44.41 | $ 33.74 | |
Granted (in dollars per share) | 96.38 | 82.17 | 101.31 | |
Exercised (in dollars per share) | 35.09 | 35.19 | 20.48 | |
Expired or forfeited (in dollars per share) | 73.99 | 80.46 | 81.79 | |
Outstanding at the end of the period (in dollars per share) | 82.43 | 50.24 | 44.41 | |
Exercisable at the end of the period (in dollars per share) | $ 76.76 | |||
Weighted-Average Remaining Contractual Term | ||||
Outstanding at the end of the period | 6 years 1 month 6 days | |||
Exercisable at the end of the period | 4 years 6 months | |||
Aggregate Intrinsic Value | ||||
Outstanding at the end of the period | $ 815 | |||
Exercisable at the end of the period | $ 774 | |||
Stock-based compensation, other disclosures | ||||
Weighted-average grant-date fair value of stock options (in dollars per share) | $ 26.72 | $ 18.37 | $ 24.88 | |
Total intrinsic value of options exercised | $ 10,400 | |||
OSI Plans | Performance-based restricted stock units | ||||
Shares | ||||
Granted (in shares) | 96,620 | 136,242 | 81,621 | |
OSI Plans | Performance-based restricted stock units | Minimum | ||||
Weighted-Average Fair Value | ||||
Payout as a percentage of the original number of shares awarded or units awarded, which are converted into shares of the Company's common stock | 0% | |||
OSI Plans | Performance-based restricted stock units | Maximum | ||||
Weighted-Average Fair Value | ||||
Payout as a percentage of the original number of shares awarded or units awarded, which are converted into shares of the Company's common stock | 376% | |||
OSI Plans | Incentive stock options | Minimum | ||||
Stock-based Compensation | ||||
Percentage of voting power owned | 10% | |||
Purchase price expressed as a percentage of the fair market value of the Company's common stock on the date of grant | 110% | |||
OSI Plans | Nonqualified options | Minimum | ||||
Stock-based Compensation | ||||
Percentage of voting power owned | 10% | |||
Purchase price expressed as a percentage of the fair market value of the Company's common stock on the date of grant | 110% | |||
Employee Stock Purchase Plan | ||||
Stock-based Compensation | ||||
Shares purchased | 60,708 | 63,499 | 69,399 | |
Shares available for grant | 477,227 | |||
Employee Stock Purchase Plan | Maximum | ||||
Stock-based Compensation | ||||
Discount rate for eligible employees to purchase common stock (as a percent) | 15% | |||
Cost of goods sold | ||||
Stock-based Compensation | ||||
Stock-based compensation expense | $ 812 | $ 760 | $ 708 | |
Selling, general and administrative | ||||
Stock-based Compensation | ||||
Stock-based compensation expense | 26,749 | 25,457 | 22,546 | |
Research and development | ||||
Stock-based Compensation | ||||
Stock-based compensation expense | $ 511 | $ 554 | $ 563 |
STOCKHOLDERS' EQUITY - Share Re
STOCKHOLDERS' EQUITY - Share Repurchase Program (Details) - shares | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Share Repurchase Program | |||
Number of repurchased shares authorized | 1,294,594 | 452,005 | 562,707 |
Number of shares available for repurchase | 1,253,401 | ||
Common stock | |||
Share Repurchase Program | |||
Number of repurchased shares authorized | 3,000,000 |
INCOME TAXES - Geographical bre
INCOME TAXES - Geographical breakdown of income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Pre-tax income: | |||||||||||
United States | $ 51,295 | $ 34,323 | $ 41,025 | ||||||||
Foreign | 88,865 | 64,317 | 45,097 | ||||||||
Income before income taxes | $ 37,129 | $ 53,498 | $ 26,869 | $ 22,664 | $ 29,712 | $ 28,299 | $ 28,125 | $ 12,504 | 140,160 | 98,640 | 86,122 |
Current: | |||||||||||
Federal | 6,216 | 4,407 | 2,661 | ||||||||
State | 1,964 | 1,190 | 577 | ||||||||
Foreign | 13,113 | 18,562 | 8,063 | ||||||||
Total current provision | 21,293 | 24,159 | 11,301 | ||||||||
Deferred: | |||||||||||
Federal | 3,915 | 679 | 2,882 | ||||||||
State | 133 | 464 | 45 | ||||||||
Foreign | (528) | (711) | (3,358) | ||||||||
Total deferred provision (benefit) | 3,520 | 432 | (431) | ||||||||
Total provision | 3,366 | $ 10,763 | $ 7,072 | $ 3,612 | 3,818 | $ 9,526 | $ 8,087 | $ 3,160 | 24,813 | 24,591 | $ 10,870 |
Income taxes, other disclosures | |||||||||||
Liability for uncertain tax positions | 8,200 | $ 10,000 | 8,200 | $ 10,000 | |||||||
Unrecognized tax benefits that, if recognized, would affect the effective tax rate | 8,100 | 8,100 | |||||||||
Accrued interest and penalties | $ 500 | $ 500 |
INCOME TAXES - Unrecognized tax
INCOME TAXES - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Activity of unrecognized tax benefits | ||
Balance at the beginning of the year | $ 19,677 | $ 13,310 |
Additions on tax positions for the current year | 3,084 | 5,937 |
Additions on tax positions from prior years | 1,479 | 678 |
Reduction in tax positions from prior year | (10,663) | (248) |
Balance at the end of the year | 13,577 | 19,677 |
Deferred income tax assets: | ||
Tax credit carryforwards | 13,130 | 16,767 |
Net operating loss carryforwards | 6,494 | 3,745 |
Customer advances | 2,848 | 2,819 |
Allowance for doubtful accounts | 4,471 | 5,266 |
Inventory reserve | 11,636 | 10,391 |
Inventory capitalization | 406 | 489 |
Accrued liabilities | 3,241 | 4,466 |
Operating lease liabilities | 8,714 | 10,522 |
Stock and deferred compensation | 10,601 | 12,323 |
Other assets | 1,446 | 2,685 |
Total deferred income tax assets | 62,987 | 69,473 |
Valuation allowance | (12,301) | (16,177) |
Net deferred income tax assets | 50,686 | 53,296 |
Deferred income tax liabilities: | ||
Depreciation | (7,604) | (2,137) |
Amortization of intangible assets | (31,518) | (31,779) |
Withholding tax on unrepatriated foreign earnings | (6,851) | (6,851) |
Operating lease ROU assets | (8,480) | (10,355) |
State transition tax | (1,754) | (1,754) |
Convertible debt | (2,384) | |
Other liabilities | (1,750) | (1,036) |
Total deferred income tax liabilities | (57,957) | (56,296) |
Net deferred income tax liability | $ (7,271) | $ (3,000) |
INCOME TAXES - Components of ne
INCOME TAXES - Components of net deferred income tax asset (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Components of net deferred income tax asset | ||
Long term deferred income tax asset, included in other assets | $ 50,686 | $ 53,296 |
Long term deferred income tax liability | (11,112) | (7,157) |
Net deferred income tax liability | (7,271) | (3,000) |
Components of current taxes receivable and payable and prepaid taxes | ||
Current taxes receivable and prepaid taxes, included in prepaid expenses and other current assets | 7,843 | 10,383 |
Current taxes payable, included in other accrued expenses and current liabilities | (7,722) | (4,377) |
Net tax receivable | 121 | 6,006 |
Other assets | ||
Components of net deferred income tax asset | ||
Long term deferred income tax asset, included in other assets | $ 3,841 | $ 4,157 |
INCOME TAXES - Net operating lo
INCOME TAXES - Net operating loss carryforwards and Credit carryforwards (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Tax credit carry forward | ||
Net aggregate decrease in valuation allowance | $ (3.9) | |
Excess tax benefits and tax deficiencies recognized as income tax expense or benefit | 2 | $ 1.2 |
Federal | ||
Tax credit carry forward | ||
Net operating loss carry forwards | 3.6 | |
Tax credit carry forwards | 11.9 | |
State | ||
Tax credit carry forward | ||
Net operating loss carry forwards | 26.8 | |
Tax credit carry forwards | 9.1 | |
Foreign | ||
Tax credit carry forward | ||
Net operating loss carry forwards | $ 16.1 |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate (Details) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Effective income tax rate | |||
Provision for income taxes at federal statutory rate (as a percent) | 21% | 21% | 21% |
Research and development tax credits (as a percent) | (1.30%) | (1.70%) | (1.60%) |
Foreign income subject to tax at other than federal statutory rate (as a percent) | 0.20% | 0.60% | (0.80%) |
Stock compensation (as a percent) | (1.20%) | (0.90%) | (6.70%) |
Officers' compensation (as a percent) | 4.30% | 5.80% | 4.40% |
Change in valuation allowance (as a percent) | (4.00%) | (5.90%) | (1.30%) |
Unrecognized tax expense (benefit) (as a percent) | (1.40%) | 4.20% | 1.20% |
Tax on foreign currency gains and losses (as a percent) | (0.20%) | 2.10% | |
State tax expense (as a percent) | 1% | 1.20% | 1.10% |
U.S. tax on foreign earnings (as a percent) | 0.90% | (1.80%) | (2.10%) |
Changes in prior year estimates (as a percent) | (0.60%) | (6.40%) | |
Global intangible low-taxed income, net of foreign tax credits (as a percent) | 0.30% | 0.50% | 1.80% |
Foreign Derived Intangible Income Benefit | (1.30%) | (1.30%) | (0.60%) |
Withholding tax on foreign earnings (as a percent) | 3.40% | ||
Other (as a percent) | (0.20%) | 0.50% | |
Effective income tax rate (as a percent) | 17.70% | 24.90% | 12.60% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Contingent Acquisition Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Contingent Acquisition Obligations | ||||
Payments for contingent consideration | $ 1,900 | $ 1,000 | ||
Beginning fair value, June 30, 2021 | 19,431 | |||
Addition of contingent earnout obligations | 14,609 | |||
Foreign currency translation adjustment | (515) | |||
Changes in fair value for contingent earnout obligations | (5,145) | |||
Payments on contingent earnout obligations | (168) | |||
Ending fair value, June 30, 2022 | 28,212 | 19,431 | ||
Legal Proceedings | ||||
Legal fees, settlements and related costs, net | 5,104 | 465 | $ (3,572) | |
Prepaid expenses and other assets | 40,062 | $ 43,930 | ||
Certain Acquisitions | ||||
Contingent Acquisition Obligations | ||||
Remaining maximum amount of contingent consideration | $ 52,200 | |||
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 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - ECIL-Rapiscan Security Products Limited - USD ($) $ in Millions | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 1994 | |
RELATED-PARTY TRANSACTIONS | ||||
Ownership interest in joint venture (as a percent) | 36% | |||
Initial investment | $ 0.1 | |||
Sales to joint venture | $ 2.3 | $ 2.4 | $ 2.3 | |
Receivables from joint venture | 0.6 | 0.5 | ||
Maximum | ||||
RELATED-PARTY TRANSACTIONS | ||||
Equity earnings in joint venture | $ 0.1 | $ 0.1 | $ 0.1 | |
Chairman and Chief Executive Officer | ||||
RELATED-PARTY TRANSACTIONS | ||||
Related party ownership percentage in equity method investee of the reporting entity | 10.50% | |||
Executive Vice President and President of the Company's Security division | ||||
RELATED-PARTY TRANSACTIONS | ||||
Related party ownership percentage in equity method investee of the reporting entity | 4.50% | |||
Chairman and Chief Executive Officer, and Executive Vice President and President of the Company's Security division | Maximum | ||||
RELATED-PARTY TRANSACTIONS | ||||
Collective voting power control, by entity and related parties, in equity method investment of entity (as a percent) | 50% | 50% | 50% |
EMPLOYEE BENEFIT PLANS - Employ
EMPLOYEE BENEFIT PLANS - Employee Retirement Savings Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Benefit Plans | |||
Contributions made by the entity to defined contribution plans | $ 6,900 | $ 6,700 | $ 6,500 |
Deferred Compensation Plan | |||
Company contribution on deferred compensation plan | 500 | 500 | 500 |
Assets held by Company | 28,400 | ||
Liabilities held by Company | $ 28,200 | ||
Period to classify liabilities underfunded plans as noncurrent | 12 months | ||
Defined Benefit Pension Plans | |||
Fair Value | $ 5,977 | 7,010 | $ 5,358 |
Maximum | |||
Deferred Compensation Plan | |||
Percentage of salaries which can be deferred by eligible employees | 80% | ||
Percentage of bonuses which can be deferred by eligible employees | 100% | ||
Nonqualified Plan | |||
Defined Benefit Pension Plans | |||
Fair Value | $ 11,900 | $ 14,300 |
EMPLOYEE BENEFIT PLANS - Change
EMPLOYEE BENEFIT PLANS - Change in Benefit Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Change in Benefit Obligation | |||
Benefit obligation at beginning of year | $ 18,434 | $ 16,225 | |
Translation adjustment | (708) | 700 | |
Interest costs | $ 464 | $ 477 | $ 442 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, General and Administrative Expense | Selling, General and Administrative Expense | Selling, General and Administrative Expense |
Amendment | $ 1,345 | $ 1,272 | |
Actuarial (gain) loss | (900) | (45) | |
Benefits paid | (171) | (195) | |
Benefit obligation at end of year | 18,464 | 18,434 | $ 16,225 |
Change in Plan Assets | |||
Fair value of plan assets at beginning of year | 7,010 | 5,358 | |
Translation adjustment | (860) | 710 | |
Actual return on plan assets | (47) | 1,090 | |
Benefits paid | (126) | (148) | |
Fair value of plan assets at end of year | 5,977 | 7,010 | 5,358 |
Funded status and net amount recognized | (12,487) | (11,424) | |
Amount recognized in consolidated balance sheets consists of: | |||
Investments | 2,275 | 1,503 | |
Accrued pension liability | (14,757) | (12,927) | |
Accumulated other comprehensive income | 4,609 | 4,319 | |
Net Periodic Benefit Costs | |||
Interest costs | 464 | 477 | 442 |
Expected return on plan assets | $ (279) | $ (242) | $ (251) |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, General and Administrative Expense | Selling, General and Administrative Expense | Selling, General and Administrative Expense |
Amortization of prior service cost | $ 1,115 | $ 668 | $ (61) |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Amortization of Prior Service Cost (Credit), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, General and Administrative Expense | Selling, General and Administrative Expense | Selling, General and Administrative Expense |
Recognized actuarial loss | $ 41 | $ 75 | $ 34 |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Immediate Recognition of Actuarial Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, General and Administrative Expense | Selling, General and Administrative Expense | Selling, General and Administrative Expense |
Net periodic benefit cost | $ 1,341 | $ 978 | $ 164 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, General and Administrative Expense | Selling, General and Administrative Expense | Selling, General and Administrative Expense |
Weighted average assumptions at year-end: | |||
Discount rate | 3% | 2.60% | |
Expected return on plan assets | 4.20% | 4.20% |
EMPLOYEE BENEFIT PLANS - Plan A
EMPLOYEE BENEFIT PLANS - Plan Assets and Investment Policy (Details) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Plan Assets and Investment Policy | ||
Expected Rate of Return (as a percent) | 4.20% | 4.20% |
Combined | ||
Plan Assets and Investment Policy | ||
Proportion of Fair Value (as a percent) | 100% | 100% |
Expected Rate of Return (as a percent) | 4.20% | 4.20% |
Equity securities | ||
Plan Assets and Investment Policy | ||
Proportion of Fair Value (as a percent) | 85% | 83% |
Expected Rate of Return (as a percent) | 4.90% | 4.90% |
Debt securities | ||
Plan Assets and Investment Policy | ||
Proportion of Fair Value (as a percent) | 14% | 16% |
Expected Rate of Return (as a percent) | 0.80% | 0.80% |
Cash | ||
Plan Assets and Investment Policy | ||
Proportion of Fair Value (as a percent) | 1% | 1% |
Expected Rate of Return (as a percent) | 0.40% | 0.40% |
EMPLOYEE BENEFIT PLANS - Projec
EMPLOYEE BENEFIT PLANS - Projected Benefit Payments (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2022 USD ($) | |
Projected Benefit Payments | |
July 1, 2022 to June 30, 2023 | $ 180 |
July 1, 2023 to June 30, 2024 | 6,051 |
July 1, 2024 to June 30, 2025 | 1,418 |
July 1, 2025 to June 30, 2026 | 1,919 |
July 1, 2026 to June 30, 2027 | 2,254 |
July 1, 2027 to June 30, 2032 | $ 5,875 |
Maximum | |
Company Contribution | |
Weighted average contribution rate of pensionable salaries made by Company (as a percent) | 1% |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) | 12 Months Ended |
Jun. 30, 2022 segment | |
SEGMENT INFORMATION | |
Number of identifiable industry segments | 3 |
SEGMENT INFORMATION - By indust
SEGMENT INFORMATION - By industry segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operations and identifiable assets by industry segment | |||||||||||
Total revenues | $ 336,821 | $ 290,477 | $ 276,681 | $ 279,257 | $ 332,198 | $ 283,787 | $ 276,009 | $ 254,908 | $ 1,183,236 | $ 1,146,902 | $ 1,166,044 |
Income (loss) from operations | 39,557 | $ 28,426 | $ 29,086 | $ 24,680 | 33,854 | $ 32,466 | $ 32,358 | $ 16,693 | 121,749 | 115,371 | 104,887 |
Segments assets | 1,443,150 | 1,384,367 | 1,443,150 | 1,384,367 | 1,268,541 | ||||||
Capital expenditures | 14,921 | 15,760 | 20,388 | ||||||||
Depreciation and amortization | 38,679 | 43,855 | 49,758 | ||||||||
Security | |||||||||||
Operations and identifiable assets by industry segment | |||||||||||
Total revenues | 663,159 | 633,340 | 742,043 | ||||||||
Capital expenditures | 5,513 | 3,290 | 8,648 | ||||||||
Depreciation and amortization | 22,970 | 26,572 | 34,907 | ||||||||
Healthcare Division | |||||||||||
Operations and identifiable assets by industry segment | |||||||||||
Total revenues | 205,658 | 212,315 | 185,322 | ||||||||
Capital expenditures | 2,295 | 2,144 | 1,404 | ||||||||
Depreciation and amortization | 5,915 | 5,364 | 4,390 | ||||||||
Optoelectronics and Manufacturing Division | |||||||||||
Operations and identifiable assets by industry segment | |||||||||||
Total revenues | 314,419 | 301,247 | 238,679 | ||||||||
Capital expenditures | 4,533 | 6,714 | 6,291 | ||||||||
Depreciation and amortization | 8,098 | 9,325 | 8,785 | ||||||||
Corporate. | |||||||||||
Operations and identifiable assets by industry segment | |||||||||||
Income (loss) from operations | (46,950) | (39,769) | (31,630) | ||||||||
Segments assets | 104,834 | 121,293 | 104,834 | 121,293 | 109,178 | ||||||
Capital expenditures | 2,580 | 3,612 | 4,045 | ||||||||
Depreciation and amortization | 1,696 | 2,594 | 1,676 | ||||||||
Operating Segments | Security | |||||||||||
Operations and identifiable assets by industry segment | |||||||||||
Total revenues | 663,159 | 633,340 | 742,043 | ||||||||
Income (loss) from operations | 98,784 | 85,515 | 90,063 | ||||||||
Segments assets | 839,769 | 798,192 | 839,769 | 798,192 | 758,054 | ||||||
Operating Segments | Healthcare Division | |||||||||||
Operations and identifiable assets by industry segment | |||||||||||
Total revenues | 205,658 | 212,315 | 185,322 | ||||||||
Income (loss) from operations | 24,696 | 31,563 | 15,766 | ||||||||
Segments assets | 231,423 | 220,411 | 231,423 | 220,411 | 208,857 | ||||||
Operating Segments | Optoelectronics and Manufacturing Division | |||||||||||
Operations and identifiable assets by industry segment | |||||||||||
Total revenues | 366,661 | 349,887 | 283,828 | ||||||||
Income (loss) from operations | 45,030 | 38,465 | 30,566 | ||||||||
Segments assets | 301,483 | 282,039 | 301,483 | 282,039 | 232,408 | ||||||
Eliminations | |||||||||||
Operations and identifiable assets by industry segment | |||||||||||
Total revenues | (52,242) | (48,640) | (45,149) | ||||||||
Income (loss) from operations | 189 | (403) | 122 | ||||||||
Segments assets | $ (34,359) | $ (37,568) | (34,359) | (37,568) | (39,956) | ||||||
Eliminations | Optoelectronics and Manufacturing Division | |||||||||||
Operations and identifiable assets by industry segment | |||||||||||
Total revenues | $ 52,242 | $ 48,640 | $ 45,149 |
SEGMENT INFORMATION - By geogra
SEGMENT INFORMATION - By geographical area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | $ 336,821 | $ 290,477 | $ 276,681 | $ 279,257 | $ 332,198 | $ 283,787 | $ 276,009 | $ 254,908 | $ 1,183,236 | $ 1,146,902 | $ 1,166,044 |
Long lived tangible assets | 179,149 | 199,452 | 179,149 | 199,452 | 180,882 | ||||||
Long lived assets | 653,876 | 647,364 | 653,876 | 647,364 | 619,788 | ||||||
Total Americas | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 625,447 | 666,894 | 683,656 | ||||||||
Long lived tangible assets | 125,974 | 136,534 | 125,974 | 136,534 | 127,835 | ||||||
Long lived assets | 542,426 | 525,762 | 542,426 | 525,762 | 506,381 | ||||||
United States | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 569,601 | 589,579 | 571,134 | ||||||||
Long lived tangible assets | 117,622 | 126,100 | 117,622 | 126,100 | 118,322 | ||||||
Long lived assets | 514,489 | 493,423 | 514,489 | 493,423 | 475,856 | ||||||
Mexico | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 8,109 | 10,583 | 66,626 | ||||||||
Long lived tangible assets | 261 | 2,379 | 261 | 2,379 | 974 | ||||||
Long lived assets | 261 | 2,379 | 261 | 2,379 | 974 | ||||||
Other Americas | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 47,737 | 66,732 | 45,896 | ||||||||
Long lived tangible assets | 8,091 | 8,055 | 8,091 | 8,055 | 8,539 | ||||||
Long lived assets | 27,676 | 29,960 | 27,676 | 29,960 | 29,551 | ||||||
Total EMEA | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 329,610 | 251,302 | 315,039 | ||||||||
Long lived tangible assets | 32,586 | 33,572 | 32,586 | 33,572 | 29,075 | ||||||
Long lived assets | 87,534 | 88,737 | 87,534 | 88,737 | 85,993 | ||||||
United Kingdom | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 276,658 | 221,423 | 268,940 | ||||||||
Long lived tangible assets | 27,749 | 25,183 | 27,749 | 25,183 | 21,823 | ||||||
Long lived assets | 80,758 | 80,348 | 80,758 | 80,348 | 75,382 | ||||||
Other EMEA | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 52,952 | 29,879 | 46,099 | ||||||||
Long lived tangible assets | 4,837 | 8,389 | 4,837 | 8,389 | 7,252 | ||||||
Long lived assets | 6,776 | 8,389 | 6,776 | 8,389 | 10,611 | ||||||
APAC | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 228,179 | 228,706 | 167,349 | ||||||||
Long lived tangible assets | 20,589 | 29,346 | 20,589 | 29,346 | 23,972 | ||||||
Long lived assets | $ 23,916 | $ 32,865 | 23,916 | 32,865 | 27,414 | ||||||
Reportable Geographical Components | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 1,183,236 | 1,146,902 | 1,166,044 | ||||||||
Reportable Geographical Components | Total Americas | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 641,769 | 684,392 | 700,171 | ||||||||
Reportable Geographical Components | United States | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 585,923 | 607,077 | 587,649 | ||||||||
Reportable Geographical Components | Mexico | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 8,109 | 10,583 | 66,626 | ||||||||
Reportable Geographical Components | Other Americas | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 47,737 | 66,732 | 45,896 | ||||||||
Reportable Geographical Components | Total EMEA | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 332,497 | 252,176 | 315,568 | ||||||||
Reportable Geographical Components | United Kingdom | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 279,545 | 222,297 | 269,469 | ||||||||
Reportable Geographical Components | Other EMEA | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 52,952 | 29,879 | 46,099 | ||||||||
Reportable Geographical Components | APAC | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 261,181 | 258,974 | 195,454 | ||||||||
Eliminations. | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | (52,211) | (48,640) | (45,149) | ||||||||
Eliminations. | Total Americas | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 16,322 | 17,498 | 16,515 | ||||||||
Eliminations. | United States | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 16,322 | 17,498 | 16,515 | ||||||||
Eliminations. | Total EMEA | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 2,887 | 874 | 529 | ||||||||
Eliminations. | United Kingdom | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | 2,887 | 874 | 529 | ||||||||
Eliminations. | APAC | |||||||||||
Revenues and identifiable assets by geographical area | |||||||||||
Total net revenues | $ 33,002 | $ 30,268 | $ 28,105 |
SUPPLEMENTARY DATA UNAUDITED _3
SUPPLEMENTARY DATA UNAUDITED QUARTERLY RESULTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
SUPPLEMENTARY DATA UNAUDITED QUARTERLY RESULTS | |||||||||||
Total revenues | $ 336,821 | $ 290,477 | $ 276,681 | $ 279,257 | $ 332,198 | $ 283,787 | $ 276,009 | $ 254,908 | $ 1,183,236 | $ 1,146,902 | $ 1,166,044 |
Costs of goods sold | 214,355 | 187,619 | 176,908 | 179,927 | 214,131 | 179,768 | 173,928 | 159,157 | 758,809 | 726,984 | 745,405 |
Gross profit | 122,466 | 102,858 | 99,773 | 99,330 | 118,067 | 104,019 | 102,081 | 95,751 | 424,427 | 419,918 | 420,639 |
Operating expenses: | |||||||||||
Selling, general and administrative | 65,538 | 57,813 | 54,879 | 57,323 | 68,123 | 57,906 | 56,101 | 58,617 | 235,553 | 240,747 | 251,961 |
Research and development | 14,639 | 15,150 | 14,977 | 14,817 | 13,898 | 13,932 | 13,784 | 12,082 | 59,583 | 53,696 | 57,308 |
Impairment, restructuring and other charges (benefit), net | 2,732 | 1,469 | 831 | 2,510 | 2,192 | (285) | (162) | 8,359 | |||
Total operating expenses | 82,909 | 74,432 | 70,687 | 74,650 | 84,213 | 71,553 | 69,723 | 79,058 | 302,678 | 304,547 | 315,752 |
Income from operations | 39,557 | 28,426 | 29,086 | 24,680 | 33,854 | 32,466 | 32,358 | 16,693 | 121,749 | 115,371 | 104,887 |
Interest and other expense, net | (2,428) | (2,301) | (2,217) | (2,016) | (4,142) | (4,167) | (4,233) | (4,189) | |||
Other income | 27,373 | ||||||||||
Income before income taxes | 37,129 | 53,498 | 26,869 | 22,664 | 29,712 | 28,299 | 28,125 | 12,504 | 140,160 | 98,640 | 86,122 |
Provision for income taxes | (3,366) | (10,763) | (7,072) | (3,612) | (3,818) | (9,526) | (8,087) | (3,160) | (24,813) | (24,591) | (10,870) |
Net income | $ 33,763 | $ 42,735 | $ 19,797 | $ 19,052 | $ 25,894 | $ 18,773 | $ 20,038 | $ 9,344 | $ 115,347 | $ 74,049 | $ 75,252 |
Basic | $ 1.99 | $ 2.45 | $ 1.11 | $ 1.06 | $ 1.44 | $ 1.04 | $ 1.12 | $ 0.52 | $ 6.57 | $ 4.12 | $ 4.14 |
Diluted | $ 1.94 | $ 2.41 | $ 1.09 | $ 1.04 | $ 1.40 | $ 1.03 | $ 1.10 | $ 0.51 | $ 6.45 | $ 4.03 | $ 4.05 |