Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2023 | Oct. 24, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-23125 | |
Entity Registrant Name | OSI SYSTEMS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0238801 | |
Entity Address, Address Line One | 12525 Chadron Avenue | |
Entity Address, City or Town | Hawthorne | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90250 | |
City Area Code | 310 | |
Local Phone Number | 978-0516 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | OSIS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,987,842 | |
Entity Central Index Key | 0001039065 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --06-30 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 82,591 | $ 76,750 |
Accounts receivable, net | 323,769 | 380,845 |
Inventories | 418,797 | 338,008 |
Prepaid expenses and other current assets | 46,942 | 44,300 |
Total current assets | 872,099 | 839,903 |
Property and equipment, net | 109,174 | 108,933 |
Goodwill | 348,411 | 349,505 |
Intangible assets, net | 140,211 | 140,857 |
Other assets | 118,557 | 116,488 |
Total assets | 1,588,452 | 1,555,686 |
CURRENT LIABILITIES: | ||
Bank lines of credit | 235,000 | 215,000 |
Current portion of long-term debt | 8,134 | 8,076 |
Accounts payable | 164,422 | 139,011 |
Accrued payroll and related expenses | 44,430 | 51,243 |
Advances from customers | 31,949 | 21,250 |
Other accrued expenses and current liabilities | 127,693 | 137,114 |
Total current liabilities | 611,628 | 571,694 |
Long-term debt | 134,746 | 136,491 |
Deferred income taxes | 6,868 | 6,571 |
Other long-term liabilities | 110,753 | 114,765 |
Total liabilities | 863,995 | 829,521 |
Commitments and contingencies (Note 10) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.001 par value- 10,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.001 par value-100,000,000 shares authorized; issued and outstanding, 16,755,772 shares at June 30, 2023 and 16,987,842 shares at September 30, 2023 | 17 | 9,835 |
Retained earnings | 745,955 | 735,957 |
Accumulated other comprehensive loss | (21,515) | (19,627) |
Total stockholders' equity | 724,457 | 726,165 |
Total liabilities and stockholders' equity | $ 1,588,452 | $ 1,555,686 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2023 | Jun. 30, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 16,987,842 | 16,755,772 |
Common stock, shares outstanding | 16,987,842 | 16,755,772 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Net revenues: | ||
Total net revenues | $ 279,210 | $ 268,071 |
Cost of goods sold: | ||
Total cost of goods sold | 180,465 | 180,574 |
Gross profit | 98,745 | 87,497 |
Operating expenses: | ||
Selling, general and administrative | 59,798 | 53,438 |
Research and development | 15,922 | 14,540 |
Impairment, restructuring and other charges, net | 466 | 1,219 |
Total operating expenses | 76,186 | 69,197 |
Income from operations | 22,559 | 18,300 |
Interest and other expense, net | (5,748) | (3,432) |
Income before income taxes | 16,811 | 14,868 |
Provision for income taxes | (3,932) | (3,633) |
Net income | $ 12,879 | $ 11,235 |
Earnings per share: | ||
Basic | $ 0.77 | $ 0.66 |
Diluted | $ 0.75 | $ 0.65 |
Shares used in per share calculation: | ||
Basic | 16,825 | 16,924 |
Diluted | 17,175 | 17,180 |
Products | ||
Net revenues: | ||
Total net revenues | $ 199,709 | $ 196,954 |
Cost of goods sold: | ||
Total cost of goods sold | 136,983 | 143,369 |
Services | ||
Net revenues: | ||
Total net revenues | 79,501 | 71,117 |
Cost of goods sold: | ||
Total cost of goods sold | $ 43,482 | $ 37,205 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) | ||
Net income | $ 12,879 | $ 11,235 |
Other comprehensive loss: | ||
Foreign currency translation adjustment, net of tax | (3,172) | (9,792) |
Net unrealized gain on derivatives, net of tax | 1,147 | 3,540 |
Other, net of tax | 137 | 333 |
Other comprehensive loss | (1,888) | (5,919) |
Comprehensive income | $ 10,991 | $ 5,316 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Common Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total |
Balance, at the beginning at Jun. 30, 2022 | $ 17 | $ 663,869 | $ (25,462) | $ 638,424 |
Balance, at the beginning (in shares) at Jun. 30, 2022 | 16,870,050 | |||
Increase (Decrease) in Shareholders' Equity | ||||
Exercise of stock options | $ 194 | 194 | ||
Exercise of stock options (in shares) | 2,919 | |||
Vesting of RSUs (in shares) | 286,119 | |||
Shares issued under employee stock purchase program | $ 1,969 | 1,969 | ||
Shares issued under employee stock purchase program (in shares) | 28,603 | |||
Stock-based compensation expense | $ 7,177 | 7,177 | ||
Repurchase of common stock | $ (208) | (17,079) | (17,287) | |
Repurchase of common stock (in shares) | (208,427) | |||
Taxes paid related to net share settlement of equity awards | $ (9,132) | (2,008) | (11,140) | |
Taxes paid related to net share settlement of equity awards (in shares) | (125,111) | |||
Net income | 11,235 | 11,235 | ||
Other comprehensive loss | (5,919) | (5,919) | ||
Balance, at the end at Sep. 30, 2022 | $ 17 | 656,017 | (31,381) | 624,653 |
Balance, at the end (in shares) at Sep. 30, 2022 | 16,854,153 | |||
Balance, at the beginning at Jun. 30, 2023 | $ 9,835 | 735,957 | (19,627) | 726,165 |
Balance, at the beginning (in shares) at Jun. 30, 2023 | 16,755,772 | |||
Increase (Decrease) in Shareholders' Equity | ||||
Exercise of stock options | $ 420 | 420 | ||
Exercise of stock options (in shares) | 4,752 | |||
Vesting of RSUs (in shares) | 363,820 | |||
Shares issued under employee stock purchase program | $ 2,031 | 2,031 | ||
Shares issued under employee stock purchase program (in shares) | 29,813 | |||
Stock-based compensation expense | $ 7,089 | 7,089 | ||
Taxes paid related to net share settlement of equity awards | $ (19,358) | (2,881) | (22,239) | |
Taxes paid related to net share settlement of equity awards (in shares) | (166,315) | |||
Net income | 12,879 | 12,879 | ||
Other comprehensive loss | (1,888) | (1,888) | ||
Balance, at the end at Sep. 30, 2023 | $ 17 | $ 745,955 | $ (21,515) | $ 724,457 |
Balance, at the end (in shares) at Sep. 30, 2023 | 16,987,842 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 12,879 | $ 11,235 |
Adjustments to reconcile net income to net cash provided by operating activities, net of effects from acquisitions: | ||
Depreciation and amortization | 9,568 | 9,541 |
Stock-based compensation expense | 7,089 | 7,177 |
Recovery of losses on accounts receivable | (433) | (1,675) |
Deferred income taxes | 208 | 121 |
Amortization of debt discount and issuance costs | 196 | |
Other | 42 | 7 |
Changes in operating assets and liabilities-net of business acquisitions: | ||
Accounts receivable | 55,868 | (5,376) |
Inventories | (82,035) | (29,966) |
Prepaid expenses and other assets | (7,605) | (8,587) |
Accounts payable | 25,851 | 20,000 |
Accrued payroll and related expenses | (6,606) | (10,987) |
Advances from customers | 10,770 | 10,133 |
Deferred revenue | (7,142) | 19,231 |
Other | (1,310) | (3,808) |
Net cash provided by operating activities | 17,144 | 17,242 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of property and equipment | (5,239) | (3,281) |
Proceeds from sale of property and equipment | 44 | 92 |
Purchases of certificates of deposit | (2,068) | (73) |
Proceeds from maturities of certificates of deposit | 1,839 | |
Acquisition of businesses, net of cash acquired | (1,871) | |
Payments for intangible and other assets | (4,154) | (3,944) |
Net cash used in investing activities | (9,578) | (9,077) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net borrowings on bank lines of credit | 20,000 | 155,000 |
Proceeds from long-term debt | 394 | 100,307 |
Payments on long-term debt | (2,073) | (242,479) |
Proceeds from exercise of stock options and employee stock purchase plan | 2,451 | 2,163 |
Payments of contingent consideration | (383) | (415) |
Repurchases of common stock | (17,287) | |
Taxes paid related to net share settlement of equity awards | (22,239) | (11,140) |
Net cash used in financing activities | (1,850) | (13,851) |
Effect of exchange rate changes on cash | 125 | (4,526) |
Net change in cash and cash equivalents | 5,841 | (10,212) |
Cash and cash equivalents-beginning of period | 76,750 | 64,202 |
Cash and cash equivalents-end of period | 82,591 | 53,990 |
Supplemental disclosure of cash flow information: | ||
Interest | 5,455 | 3,856 |
Income taxes | $ 6,795 | $ 7,235 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation | |
Basis of Presentation | 1. Basis of Presentation The condensed consolidated financial statements include the accounts of OSI Systems, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded in accordance with SEC rules and regulations and GAAP applicable to interim unaudited financial statements. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for audited annual financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments of a normal and recurring nature that are considered necessary for a fair presentation of the results for the interim periods presented. These unaudited condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC. The results of operations for the three months ended September 30, 2023 are not necessarily indicative of the operating results to be expected for the full 2024 fiscal year or any future periods. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales, costs of sales and expenses during the reporting period. The most significant of these estimates and assumptions for our company relate to contract revenue, fair values of assets acquired and liabilities assumed in business combinations, values for inventories reported at lower of cost or net realizable value, stock-based compensation expense, income taxes, accrued warranty costs, contingent consideration, allowance for doubtful accounts, and the recoverability, useful lives and valuation of recorded amounts of long-lived assets, identifiable intangible assets and goodwill. Changes in estimates are reflected in the periods during which they become known. Due to the inherent uncertainty involved in making estimates, our actual amounts reported in future periods could differ materially from these estimates. Earnings Per Share Computations We compute basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income available to common stockholders by the sum of the weighted average number of common shares and dilutive potential common shares outstanding during the period. Potential common shares consist of the shares issuable upon the exercise of stock options and restricted stock unit awards under the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended September 30, 2022 2023 Net income available to common stockholders $ 11,235 $ 12,879 Weighted average shares outstanding—basic 16,924 16,825 Dilutive effect of equity awards 256 350 Weighted average shares outstanding—diluted 17,180 17,175 Basic earnings per share $ 0.66 $ 0.77 Diluted earnings per share $ 0.65 $ 0.75 Shares excluded from diluted earnings per share due to their anti-dilutive effect 26 8 Cash and Cash Equivalents We consider all highly liquid investments with maturities of three months or less as of the acquisition date to be cash equivalents. Our cash and cash equivalents totaled $82.6 million at September 30, 2023. Of this amount, approximately 91% 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, Qatar, Singapore, India, Malaysia and Canada, and to a lesser extent in Indonesia, Australia, Germany, Mexico and Egypt among other countries. We have cash holdings in financial institutions that exceed insured limits for such financial institutions; however, we mitigate this risk by utilizing international financial institutions of high credit quality. Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, insurance company contracts, accounts receivable, accounts payable, debt instruments, an interest rate swap contract and foreign currency forward contracts. The carrying values of financial instruments, other than long-term debt instruments and the interest rate swap contract, are representative of their fair values due to their short-term maturities. The carrying values of our long-term debt instruments are considered to approximate their fair values because the interest rates of these instruments are variable or comparable to current rates for financing available to us. The fair values of our foreign currency forward contracts were not significant as of June 30, 2023 and September 30, 2023. 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. Our contingent payment obligations related to acquisitions, which are further discussed in Note 10 to the condensed consolidated financial statements, are in the “Level 3” category for valuation purposes. The fair values of our financial assets and liabilities are categorized as follows (in thousands): June 30, 2023 September 30, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets—Insurance company contracts $ — $ 47,181 $ — $ 47,181 $ — $ 47,508 $ — $ 47,508 Assets – Interest rate swap contract $ — $ 5,369 $ — $ 5,369 $ — $ 6,826 $ — $ 6,826 Liabilities—Contingent consideration $ — $ — $ 21,181 $ 21,181 $ — $ — $ 19,784 $ 19,784 Derivative Instruments and Hedging Activity Our use of derivatives consists of foreign currency forward contracts and an interest rate swap contract. The foreign currency forward contracts are utilized to partially mitigate certain balance sheet exposures or used as a net investment hedge to protect against potential changes resulting from short-term foreign currency fluctuations. These contracts have original maturities of up to three months. We also manage our risk to changes in interest rates using derivative instruments. We use fixed interest rate swaps to effectively convert a portion of the variable interest rate payments to fixed interest rate payments. We do not use hedging instruments for speculative purposes. The net gains or losses from our foreign currency forward contracts, which are not designated as hedge instruments, are reported in the consolidated statements of operations, and the amounts reported for the three months ended September 30, 2022 and 2023 were not significant. The fair value of our foreign currency forward contracts is estimated using a standard valuation model and market-based observable inputs over the contractual term. Unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. As of June 30, 2023 and September 30, 2023, we held foreign currency forward contracts with notional amounts totaling $21.6 million and $25.6 million, respectively. Unrealized gains and losses from our foreign currency forward contracts as of June 30, 2023 and September 30, 2023 were not significant. The interest rate swap agreement was entered into to improve the predictability of cash flows from interest payments related to our variable, Secured Overnight Financing Rate (“SOFR”) based debt. The interest rate swap matures in December 2026. The interest rate swap is considered an effective cash flow hedge, and as a result, the net gains or losses on such instrument are reported as a component of other comprehensive income in the consolidated financial statements and are reclassified as net income when the underlying hedged interest expense impacts earnings. A qualitative and quantitative assessment over the hedge effectiveness is performed on a quarterly basis, unless facts and circumstances indicate that the hedge may no longer be highly effective. As of June 30, 2023 and September 30, 2023, the notional amount of the derivative instruments designated as an interest rate swap hedge was $175 million. The fair value of the interest rate swap contract as of as of June 30, 2023 and September 30, 2023 is recorded in Other assets within the consolidated balance sheet. The effect of the cash flow hedges on other comprehensive income (loss) and earnings for the periods presented was as follows: Three Months Ended September 30, 2022 2023 Total interest and other expense, net presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded $ (3,432) $ (5,748) Gain recognized in other comprehensive income, net of tax 3,540 1,147 Benefit (expense) reclassified from accumulated other comprehensive income to interest expense, net (120) 872 Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB and other regulatory bodies that are adopted as of the specified effective dates. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on our Consolidated Financial Statements upon adoption. There were no new pronouncements adopted in the first quarter of fiscal year 2024. |
Business Combinations
Business Combinations | 3 Months Ended |
Sep. 30, 2023 | |
Business Combinations | |
Business Combinations | 2. Business Combinations Under Accounting Standards Codification Topic 805, Business Combinations Fiscal Year 2024 Business Acquisition In October 2023, we (through our Security Division) acquired a privately held provider of radiation detection technology for approximately $2.8 million, plus up to $3.6 million in potential contingent consideration. The acquisition was financed with cash on hand. The goodwill recognized for this business acquisition is not deductible for income tax purposes. Fiscal Year 2023 Business Acquisitions In April 2023, we (through our Optoelectronics and Manufacturing division) acquired a privately held provider of engineering and contract manufacturing solutions for approximately $2.5 million, plus up to $2.5 million in potential contingent consideration. The acquisition was financed with cash on hand. In February 2023, we (through our Healthcare division) acquired a privately held provider of software and solutions for approximately $2.1 million plus up to $5.0 million in potential contingent consideration. The acquisition was financed with cash on hand. Through our Security division, we acquired (i) in December 2022 certain assets of a provider of baggage and parcel inspection systems for approximately $1.6 million and (ii) in August 2022 a privately held provider of training software and solutions for approximately $1.9 million plus an immaterial amount of potential contingent consideration. These acquisitions were financed with cash on hand. The goodwill recognized for each of the fiscal year 2023 business acquisitions is not deductible for income tax purposes. These business acquisitions in fiscal 2023 and 2024, individually and in the aggregate, were not material to our consolidated financial statements. Accordingly, pro-forma historical results of operations and other disclosures related to these businesses have not been presented. |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Details | |
Balance Sheet Details | 3. Balance Sheet Details The following tables set forth details of selected balance sheet accounts (in thousands): June 30, September 30, Accounts receivable, net 2023 2023 Accounts receivable $ 395,218 $ 337,365 Less allowance for doubtful accounts (14,373) (13,596) Total $ 380,845 $ 323,769 June 30, September 30, Inventories 2023 2023 Raw materials $ 233,217 $ 271,449 Work-in-process 56,329 82,969 Finished goods 48,462 64,379 Total $ 338,008 $ 418,797 June 30, September 30, Property and equipment, net 2023 2023 Land $ 15,691 $ 15,663 Buildings, civil works and improvements 49,166 48,564 Leasehold improvements 13,553 13,533 Equipment and tooling 135,703 136,399 Furniture and fixtures 3,632 3,241 Computer equipment 24,119 21,229 Computer software 26,981 27,487 Computer software implementation in process 9,705 9,544 Construction in process 4,108 5,806 Total 282,658 281,466 Less accumulated depreciation and amortization (173,725) (172,292) Property and equipment, net $ 108,933 $ 109,174 Depreciation and amortization expense for property and equipment was $4.9 million in each of the three months ended September 30, 2022 and 2023. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets The changes in the carrying value of goodwill by segment for the three-month period ended September 30, 2023 were as follows (in thousands): Optoelectronics And Security Healthcare Manufacturing Division Division Division Consolidated Balance as of June 30, 2023 $ 230,662 $ 48,455 $ 70,388 $ 349,505 Foreign currency translation adjustment (132) (103) (859) (1,094) Balance as of September 30, 2023 $ 230,530 48,352 69,529 348,411 Intangible assets consisted of the following (in thousands): June 30, 2023 September 30, 2023 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 $ 77,844 $ (20,285) $ 57,559 81,845 (21,145) 60,700 Patents 19 years 8,636 (3,404) 5,232 8,742 (3,515) 5,227 Developed technology 10 years 68,274 (38,353) 29,921 68,246 (40,186) 28,060 Customer relationships 7 years 55,780 (39,101) 16,679 55,570 (40,833) 14,737 Total amortizable assets 210,534 (101,143) 109,391 214,403 (105,679) 108,724 Non-amortizable assets: In-process R&D 533 — 533 533 — 533 Trademarks 30,933 — 30,933 30,954 — 30,954 Total intangible assets $ 242,000 $ (101,143) $ 140,857 245,890 (105,679) 140,211 Amortization expense related to intangible assets was $4.7 million in each of the three months ended September 30, 2022 and 2023. At September 30, 2023, the estimated future amortization expense for amortizable intangible assets was as follows (in thousands): Fiscal Year 2024 (remaining 9 months) $ 14,187 2025 15,879 2026 12,705 2027 8,741 2028 5,953 Thereafter 51,259 Total $ 108,724 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. For the three months ended September 30, 2022 and 2023, we capitalized software development costs in the amounts of $3.9 million and $4.0 million, respectively. |
Contract Assets and Liabilities
Contract Assets and Liabilities | 3 Months Ended |
Sep. 30, 2023 | |
Contract Assets and Liabilities | |
Contract Assets and Liabilities | 5. Contract Assets and Liabilities We enter into contracts to sell products and provide services, and we recognize contract assets and liabilities that arise from these transactions. We recognize revenue and corresponding accounts receivable according to ASC Topic 606, Revenue from Contracts with Customers The table below shows the balance of contract assets and liabilities as of June 30, 2023 and September 30, 2023, including the change between the periods. There were no substantial non-current contract assets for the periods presented. Contract Assets (in thousands) June 30, September 30, 2023 2023 Change % Change Unbilled revenue (included in accounts receivable, net) $ 86,818 $ 103,663 $ 16,845 19 % Contract Liabilities (in thousands) June 30, September 30, 2023 2023 Change % Change Advances from customers $ 21,250 $ 31,949 $ 10,699 50 % Deferred revenue—current 43,861 39,000 (4,861) (11) % Deferred revenue—long-term 22,200 19,733 (2,467) (11) % Contract assets increased during the three months ended September 30, 2023 primarily from the timing and nature of milestones met in contracts for a number of customers in our Security Division where we met the revenue recognition criteria under ASC 606 in advance of the time when contracts give us the right to invoice customers. Remaining Performance Obligations Practical Expedients. |
Leases
Leases | 3 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | 6. Leases The components of operating lease expense were as follows (in thousands): Three Months Ended September 30, 2022 2023 Operating lease cost $ 2,826 $ 2,805 Variable lease cost 406 265 Short-term lease cost 223 325 $ 3,455 $ 3,395 Supplemental disclosures related to operating leases were as follows (in thousands): Balance Sheet Category June 30, 2023 September 30, 2023 Operating lease right of use (“ROU”) assets, net Other assets $ 32,618 $ 32,534 Operating lease liabilities, current portion Other accrued expenses and current liabilities $ 9,787 $ 9,929 Operating lease liabilities, long-term Other long-term liabilities 23,733 23,472 Total operating lease liabilities $ 33,520 $ 33,401 Weighted average remaining lease term 4.0 years Weighted average discount rate 3.9 % Supplemental cash flow information related to operating leases was as follows (in thousands): Three Months Ended September 30, 2022 2023 Cash paid for operating lease liabilities $ 2,685 $ 2,994 ROU assets obtained in exchange for new lease obligations 413 1,791 Maturities of operating lease liabilities at September 30, 2023 were as follows (in thousands): September 30, 2023 Less than one year $ 11,008 1 – 2 years 8,845 2 – 3 years 7,664 3 – 4 years 5,357 4 – 5 years 1,282 Thereafter 1,969 36,125 Less: imputed interest (2,724) Total lease liabilities $ 33,401 |
Impairment, Restructuring and O
Impairment, Restructuring and Other Charges | 3 Months Ended |
Sep. 30, 2023 | |
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 three months ended September 30, 2023, we recognized $0.5 million in impairment, restructuring and other charges, which included $0.1 million in legal charges, $0.1 million for employee terminations, $0.1 million for other facility closure costs for operational efficiency activities, and $0.2 million in acquisition related costs. During the three months ended September 30, 2022, we recognized $1.2 million in restructuring and other charges, which included $0.9 million in legal charges and $0.3 million for employee terminations. The following tables summarize impairment, restructuring and other charges (benefits), net for the periods set forth below (in thousands): Three Months Ended September 30, 2022 Optoelectronics and Healthcare Manufacturing Security Division Division Division Corporate Total Employee termination costs $ 23 $ — $ — $ — $ 23 Facility closures/consolidation 241 — 15 — 256 Legal costs, net 524 294 — 122 940 Total $ 788 $ 294 $ 15 $ 122 $ 1,219 Three Months Ended September 30, 2023 Optoelectronics and Healthcare Manufacturing Security Division Division Division Corporate Total Employee termination costs $ 13 $ — $ — $ 110 $ 123 Facility closures/consolidation — — 51 — 51 Acquisition-related costs 208 — — — 208 Legal costs, net 52 — — 32 84 Total $ 273 $ — $ 51 $ 142 $ 466 The accrued liability for restructuring and other charges is included in other accrued expenses and current liabilities in the condensed consolidated balance sheets. The changes in the accrued liability for restructuring and other charges for the three-month period ended September 30, 2023 were as follows (in thousands): Facility Acquisition- Employee Closure/ Legal Related Termination Consolidation Costs and Costs Costs Cost Settlements Total Balance as of June 30, 2023 $ 7 $ 107 $ 1,609 $ 656 $ 2,379 Restructuring and other charges, net 208 123 51 84 466 Payments, adjustments and reimbursements, net (208) 72 (716) (228) (1,080) Balance as of September 30, 2023 $ 7 $ 302 $ 944 $ 512 $ 1,765 |
Borrowings
Borrowings | 3 Months Ended |
Sep. 30, 2023 | |
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 term loan. 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 SOFR plus a margin of 1.0% as of September 30, 2023 (which margin can range from 1.0% to 1.75% based on our consolidated net leverage ratio as defined in the credit facility). Letters of credit reduce the amount available to borrow under the credit facility by their face value amount. The unused portion of the facility bore a commitment fee of 0.10% as of September 30, 2023 (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 September 30, 2023, there were $235 million of borrowings outstanding under the revolving credit facility, $37.7 million outstanding under the letters of credit sub-facility, and $141.3 million outstanding under the term loan. As of September 30, 2023, the amount available to borrow under the revolving credit facility was $327.3 million. Loan amounts under the revolving credit facility may be borrowed, repaid and re-borrowed during the term. The principal amount of each loan is due and payable in full on the maturity date. We have the right to repay each loan in whole or in part from time to time without penalty. It is our practice to routinely borrow and repay several times per year under the revolving facility and therefore, borrowings under the revolving credit facility are included in current liabilities. As of September 30, 2023, we were in compliance with all financial covenants under this credit facility. In September 2022, we entered into an interest rate swap in order to mitigate the interest rate risk on a portion of the interest payments expected to be made on the borrowings outstanding under the revolving credit facility and term loan. Refer to Note 1 for details. Interest expense related to the credit facility and term loan was $2.1 million and $6.3 million for the three months ended September 30, 2022 and 2023, respectively. 1.25% Convertible Senior Notes (“Notes”) In February 2017, we issued $287.5 million of the Notes in a private offering. On September 1, 2022, we repurchased and cancelled the remaining $242.3 million balance of the Notes. Total interest expense recognized for the three months ended September 30, 2022 related to the Notes was $0.7 million, which consisted of $0.5 million of contractual interest expense and $0.2 million of amortization of debt issuance costs. Other Borrowings Several of our foreign subsidiaries maintain bank lines of credit, denominated in local currencies and U.S. dollars, primarily for the issuance of letters of credit. As of September 30, 2023, $56.8 million was outstanding under these letter-of-credit facilities. As of September 30, 2023, the total amount available under these credit facilities was $17.6 million. Long-term debt consisted of the following (in thousands): June 30, September 30, 2023 2023 Term loan $ 143,125 $ 141,250 Other long-term debt 1,442 1,630 144,567 142,880 Less current portion of long-term debt (8,076) (8,134) Long-term portion of debt $ 136,491 $ 134,746 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | 9. Stockholders’ Equity Stock-based Compensation As of September 30, 2023, we maintained the Amended and Restated 2012 Incentive Award Plan (the “OSI Plan”) as a stock-based employee compensation plan. We recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands): Three Months Ended September 30, 2022 2023 Cost of goods sold $ 216 $ 232 Selling, general and administrative 6,840 6,731 Research and development 121 126 Stock-based compensation expense $ 7,177 $ 7,089 As of September 30, 2023, total unrecognized compensation cost related to share-based compensation grants under the OSI Plan were estimated at $0.6 million for stock options and $19.6 million for restricted stock units (“RSUs”). We expect to recognize these costs over a weighted average period of 1.8 years with respect to the stock options and 2.3 years with respect to the RSUs. The following summarizes stock option activity during the three months ended September 30, 2023: Weighted Average Weighted-Average Aggregate Number of Exercise Remaining Contractual Intrinsic Value Options Price Term (in thousands) Outstanding at June 30, 2023 83,677 $ 87.09 Granted — — Exercised (4,752) 88.39 Expired or forfeited — — Outstanding at September 30, 2023 78,925 $ 87.01 6.9 years $ 2,449 Exercisable at September 30, 2023 34,225 $ 83.15 4.8 years $ 1,194 The following summarizes RSU award activity during the nine months ended September 30, 2023: Weighted- Average Shares Fair Value Nonvested at June 30, 2023 455,515 $ 85.15 Granted 307,506 93.35 Vested (363,820) 79.00 Forfeited (1,890) 74.15 Nonvested at September 30, 2023 397,311 $ 97.19 As of September 30, 2023, there were approximately 0.2 million shares available for grant under the OSI Plan. Under the terms of the OSI Plan, RSUs granted from the pool of shares available for grant reduce the pool by 1.87 shares for each award granted. RSUs forfeited and returned to the pool of shares available for grant increase the pool by 1.87 shares for each award forfeited. We granted 109,594 and 75,988 performance-based RSUs during the three months ended September 30, 2022 and 2023, respectively. These performance-based RSU awards are contingent on the achievement of certain performance metrics. The payout related to these awards can range from zero to 376% of the original number of shares or units awarded. Compensation cost associated with these performance based RSUs are recognized based on the estimated number of shares that we ultimately expect will vest. If the estimated number of shares to vest is revised in the future, then stock-based compensation expense will be adjusted accordingly. Stock Repurchase Program In September 2022, our Board of Directors increased the stock repurchase authorization to a total of 2 million shares. This program does not expire unless our Board of Directors acts to terminate the program. The timing and actual numbers of shares purchased 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, with the excess purchase price over par value recorded as a reduction of additional paid-in capital. If additional paid-in capital is reduced to zero, we record the remainder of the excess purchase price over par value as a reduction of retained earnings. During the three months ended September 30, 2023, we did not repurchase shares of our common stock. As of September 30, 2023, there were 1,721,870 shares remaining available for repurchase under the authorized repurchase program. Dividends We have not paid any dividends since the consummation of our initial public offering in 1997 and we do not currently intend to pay any dividends in the foreseeable future. Our Board of Directors will determine the payment of future dividends, if any. Certain of our current bank credit facilities restrict the payment of dividends and future borrowings may contain similar restrictions. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 10. Commitments and Contingencies Acquisition-Related Contingent Obligations Under the terms and conditions of the purchase agreements associated with certain acquisitions, we may be obligated to make additional payments based on the achievement of certain sales or profitability milestones through the acquired operations. For agreements that contain contingent consideration obligations that are capped, the remaining maximum amount of such potential future payments is $45.0 million as of September 30, 2023. Projections and estimated probabilities are used to estimate future contingent earnout payments, which are discounted back to present value to compute contingent earnout liabilities. The following table provides a roll-forward from June 30, 2023 to September 30, 2023 of the contingent consideration liability, which is included in other accrued expenses and current liabilities and other long-term liabilities in our consolidated balance sheets (in thousands): Beginning fair value, June 30, 2023 $ 21,181 Foreign currency translation adjustment (150) Changes in fair value for contingent earnout obligations (864) Payments on contingent earnout obligations (383) Ending fair value, September 30, 2023 $ 19,784 Environmental Contingencies We are subject to various environmental laws. We often conduct environmental investigations at our manufacturing facilities in North America, Asia-Pacific, and Europe, and, to the extent practicable, on all new properties in order to identify, as of the date of such investigation, potential areas of environmental concern related to past and present activities or from nearby operations. In certain cases, we have conducted further environmental assessments consisting of soil and groundwater testing and other investigations deemed appropriate by independent environmental consultants. We have not accrued for loss contingencies relating to environmental matters because we believe that, although unfavorable outcomes are possible, they are not considered by our management to be probable and reasonably estimable. If one or more of these environmental matters are resolved in a manner adverse to us, the impact on our business, financial condition, results of operations and cash flow could be material. Indemnifications and Certain Employment-Related Contingencies In the normal course of business, we have agreed to indemnify certain parties with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from breaches of representations, warranties or covenants, or intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our directors and certain of our officers. It is not possible to determine the maximum potential liability amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. We have not recorded any liability for costs related to contingent indemnification obligations as of September 30, 2023. 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 recorded in the financial statements over the remaining term of the employment agreement and is included in accrued payroll and related expenses. Product Warranties We offer our customers warranties on many of the products that we sell. These warranties typically provide for repairs and maintenance of the products if problems arise during a specified time period after original shipment. Concurrent with the sale of products, we record a provision for estimated warranty expenses with a corresponding increase in cost of goods sold. We periodically adjust this provision based on historical experience and anticipated expenses. We charge actual expenses of repairs under warranty, including parts and labor, to this provision when incurred. The current obligation for warranty provision is included in other accrued expenses and current liabilities and the noncurrent portion is included in other long-term liabilities in the consolidated balance sheets. The following table presents changes in warranty provisions (in thousands): Three Months Ended September 30, 2022 2023 Balance at beginning of period $ 13,347 $ 11,149 Additions 884 312 Reductions for warranty repair costs and adjustments (1,972) (902) Balance at end of period $ 12,259 $ 10,559 Legal Proceedings In February 2023, one of our subsidiaries received a subpoena from the U.S. Department of Justice (“DoJ”) relating to a federal investigation involving a former employee of an OSI Systems subsidiary. The DoJ is currently prosecuting the former employee for embezzlement and other conduct occurring before he was hired by our subsidiary and while he was employed by another company in the United States and Mexico. The subpoena requests documents and records relating to, among other things, the former employee and the Company's business dealings in Mexico since 2020. We have produced documents in response to this subpoena and intend to cooperate with any further subpoenas or other requests in connection with this or any ensuing investigation. In September 2023, an employee demanded a $4 million payment claiming that he was retaliated against for internally reporting that a Mexican government official solicited a payment in connection with a $35 million opportunity. The opportunity has not been awarded, no payment was actually made, and we have reported the employee’s allegations to the U.S. Department of Justice. We have denied the employee’s claim of retaliation and intend to vigorously contest any potential lawsuit that may be filed as lacking in credibility and merit. We are involved in various other potential or actual claims and legal proceedings arising in the ordinary course of business. In our opinion after consultation with legal counsel, the ultimate disposition of such proceedings is not likely to have a material adverse effect on our business, financial condition, results of operations or cash flows. We have not accrued for loss contingencies relating to any non-ordinary course matters because we believe that, although unfavorable outcomes in the proceedings are possible, they are not considered by management to be probable and reasonably estimable. If one or more of these matters are resolved in a manner adverse to our company, the impact on our business, financial condition, results of operations and cash flows could be material. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2023 | |
Income Taxes | |
Income Taxes | 11. Income Taxes The determination of the annual effective tax rate is based upon a number of significant estimates and judgments, including the estimated annual pretax income in each tax jurisdiction in which we operate and the development of tax planning strategies during the year. In addition, as a global commercial enterprise, our tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions. The effective tax rates for the three months ended September 30, 2022 and 2023 were 24.4% and 23.4%, respectively. During the three months ended September 30, 2022 and 2023, we recognized a net discrete tax benefit of $0.1 million and $0.4 million, respectively, related to equity-based compensation under ASU 2016-09. |
Segment Information
Segment Information | 3 Months Ended |
Sep. 30, 2023 | |
Segment Information | |
Segment Information | 12. Segment Information We have determined that we operate in three identifiable industry segments: (a) security and inspection systems (Security division), (b) optoelectronic devices and manufacturing (Optoelectronics and Manufacturing division) and (c) medical monitoring systems (Healthcare division). We also have a corporate segment (Corporate) that includes executive compensation and certain other general and administrative expenses, expenses related to stock issuances and legal, audit and other professional service fees not allocated to industry segments. Both the Security and Healthcare divisions comprise primarily end-product businesses, whereas the Optoelectronics and Manufacturing division primarily supplies components and subsystems to external OEM customers, as well as to the Security and Healthcare divisions. Sales between divisions are at transfer prices that approximate market values. All other accounting policies of the segments are the same as described in Note 1, Basis of Presentation. The following tables present our results of operations and identifiable assets by industry segment (in thousands): Three Months Ended September 30, 2022 2023 Revenues (1) —by Segment: Security division $ 144,992 $ 164,629 Optoelectronics and Manufacturing division, including intersegment revenues 93,915 96,128 Healthcare division 43,563 37,787 Intersegment revenues elimination (14,399) (19,334) Total $ 268,071 $ 279,210 Income (loss) from operations —by Segment: Security division $ 14,924 $ 20,609 Optoelectronics and Manufacturing division 11,258 11,437 Healthcare division 1,628 164 Corporate (10,178) (9,916) Intersegment Eliminations 668 265 Total $ 18,300 $ 22,559 June 30, September 30, 2023 2023 Assets (2) —by Segment: Security division $ 948,126 $ 987,134 Optoelectronics and Manufacturing division 310,930 296,328 Healthcare division 245,856 238,897 Corporate 94,678 113,252 Eliminations (3) (43,904) (47,159) Total $ 1,555,686 $ 1,588,452 (1) (2) (3) |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation | |
Basis of Presentation | 1. Basis of Presentation The condensed consolidated financial statements include the accounts of OSI Systems, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded in accordance with SEC rules and regulations and GAAP applicable to interim unaudited financial statements. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for audited annual financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments of a normal and recurring nature that are considered necessary for a fair presentation of the results for the interim periods presented. These unaudited condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC. The results of operations for the three months ended September 30, 2023 are not necessarily indicative of the operating results to be expected for the full 2024 fiscal year or any future periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales, costs of sales and expenses during the reporting period. The most significant of these estimates and assumptions for our company relate to contract revenue, fair values of assets acquired and liabilities assumed in business combinations, values for inventories reported at lower of cost or net realizable value, stock-based compensation expense, income taxes, accrued warranty costs, contingent consideration, allowance for doubtful accounts, and the recoverability, useful lives and valuation of recorded amounts of long-lived assets, identifiable intangible assets and goodwill. Changes in estimates are reflected in the periods during which they become known. Due to the inherent uncertainty involved in making estimates, our actual amounts reported in future periods could differ materially from these estimates. |
Earnings Per Share Computations | Earnings Per Share Computations We compute basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income available to common stockholders by the sum of the weighted average number of common shares and dilutive potential common shares outstanding during the period. Potential common shares consist of the shares issuable upon the exercise of stock options and restricted stock unit awards under the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended September 30, 2022 2023 Net income available to common stockholders $ 11,235 $ 12,879 Weighted average shares outstanding—basic 16,924 16,825 Dilutive effect of equity awards 256 350 Weighted average shares outstanding—diluted 17,180 17,175 Basic earnings per share $ 0.66 $ 0.77 Diluted earnings per share $ 0.65 $ 0.75 Shares excluded from diluted earnings per share due to their anti-dilutive effect 26 8 |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with maturities of three months or less as of the acquisition date to be cash equivalents. Our cash and cash equivalents totaled $82.6 million at September 30, 2023. Of this amount, approximately 91% 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, Qatar, Singapore, India, Malaysia and Canada, and to a lesser extent in Indonesia, Australia, Germany, Mexico and Egypt among other countries. We have cash holdings in financial institutions that exceed insured limits for such financial institutions; however, we mitigate this risk by utilizing international financial institutions of high credit quality. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, insurance company contracts, accounts receivable, accounts payable, debt instruments, an interest rate swap contract and foreign currency forward contracts. The carrying values of financial instruments, other than long-term debt instruments and the interest rate swap contract, are representative of their fair values due to their short-term maturities. The carrying values of our long-term debt instruments are considered to approximate their fair values because the interest rates of these instruments are variable or comparable to current rates for financing available to us. The fair values of our foreign currency forward contracts were not significant as of June 30, 2023 and September 30, 2023. 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. Our contingent payment obligations related to acquisitions, which are further discussed in Note 10 to the condensed consolidated financial statements, are in the “Level 3” category for valuation purposes. The fair values of our financial assets and liabilities are categorized as follows (in thousands): June 30, 2023 September 30, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets—Insurance company contracts $ — $ 47,181 $ — $ 47,181 $ — $ 47,508 $ — $ 47,508 Assets – Interest rate swap contract $ — $ 5,369 $ — $ 5,369 $ — $ 6,826 $ — $ 6,826 Liabilities—Contingent consideration $ — $ — $ 21,181 $ 21,181 $ — $ — $ 19,784 $ 19,784 |
Derivative Instruments and Hedging Activity | Derivative Instruments and Hedging Activity Our use of derivatives consists of foreign currency forward contracts and an interest rate swap contract. The foreign currency forward contracts are utilized to partially mitigate certain balance sheet exposures or used as a net investment hedge to protect against potential changes resulting from short-term foreign currency fluctuations. These contracts have original maturities of up to three months. We also manage our risk to changes in interest rates using derivative instruments. We use fixed interest rate swaps to effectively convert a portion of the variable interest rate payments to fixed interest rate payments. We do not use hedging instruments for speculative purposes. The net gains or losses from our foreign currency forward contracts, which are not designated as hedge instruments, are reported in the consolidated statements of operations, and the amounts reported for the three months ended September 30, 2022 and 2023 were not significant. The fair value of our foreign currency forward contracts is estimated using a standard valuation model and market-based observable inputs over the contractual term. Unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. As of June 30, 2023 and September 30, 2023, we held foreign currency forward contracts with notional amounts totaling $21.6 million and $25.6 million, respectively. Unrealized gains and losses from our foreign currency forward contracts as of June 30, 2023 and September 30, 2023 were not significant. The interest rate swap agreement was entered into to improve the predictability of cash flows from interest payments related to our variable, Secured Overnight Financing Rate (“SOFR”) based debt. The interest rate swap matures in December 2026. The interest rate swap is considered an effective cash flow hedge, and as a result, the net gains or losses on such instrument are reported as a component of other comprehensive income in the consolidated financial statements and are reclassified as net income when the underlying hedged interest expense impacts earnings. A qualitative and quantitative assessment over the hedge effectiveness is performed on a quarterly basis, unless facts and circumstances indicate that the hedge may no longer be highly effective. As of June 30, 2023 and September 30, 2023, the notional amount of the derivative instruments designated as an interest rate swap hedge was $175 million. The fair value of the interest rate swap contract as of as of June 30, 2023 and September 30, 2023 is recorded in Other assets within the consolidated balance sheet. The effect of the cash flow hedges on other comprehensive income (loss) and earnings for the periods presented was as follows: Three Months Ended September 30, 2022 2023 Total interest and other expense, net presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded $ (3,432) $ (5,748) Gain recognized in other comprehensive income, net of tax 3,540 1,147 Benefit (expense) reclassified from accumulated other comprehensive income to interest expense, net (120) 872 |
Recently Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB and other regulatory bodies that are adopted as of the specified effective dates. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on our Consolidated Financial Statements upon adoption. There were no new pronouncements adopted in the first quarter of fiscal year 2024. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation | |
Schedule of computation of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended September 30, 2022 2023 Net income available to common stockholders $ 11,235 $ 12,879 Weighted average shares outstanding—basic 16,924 16,825 Dilutive effect of equity awards 256 350 Weighted average shares outstanding—diluted 17,180 17,175 Basic earnings per share $ 0.66 $ 0.77 Diluted earnings per share $ 0.65 $ 0.75 Shares excluded from diluted earnings per share due to their anti-dilutive effect 26 8 |
Schedule of fair values of our financial assets and liabilities | The fair values of our financial assets and liabilities are categorized as follows (in thousands): June 30, 2023 September 30, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets—Insurance company contracts $ — $ 47,181 $ — $ 47,181 $ — $ 47,508 $ — $ 47,508 Assets – Interest rate swap contract $ — $ 5,369 $ — $ 5,369 $ — $ 6,826 $ — $ 6,826 Liabilities—Contingent consideration $ — $ — $ 21,181 $ 21,181 $ — $ — $ 19,784 $ 19,784 |
Summary of unrealized gains and losses from our foreign currency forward contracts | Three Months Ended September 30, 2022 2023 Total interest and other expense, net presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded $ (3,432) $ (5,748) Gain recognized in other comprehensive income, net of tax 3,540 1,147 Benefit (expense) reclassified from accumulated other comprehensive income to interest expense, net (120) 872 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Details | |
Schedule of selected balance sheet accounts | June 30, September 30, Accounts receivable, net 2023 2023 Accounts receivable $ 395,218 $ 337,365 Less allowance for doubtful accounts (14,373) (13,596) Total $ 380,845 $ 323,769 June 30, September 30, Inventories 2023 2023 Raw materials $ 233,217 $ 271,449 Work-in-process 56,329 82,969 Finished goods 48,462 64,379 Total $ 338,008 $ 418,797 June 30, September 30, Property and equipment, net 2023 2023 Land $ 15,691 $ 15,663 Buildings, civil works and improvements 49,166 48,564 Leasehold improvements 13,553 13,533 Equipment and tooling 135,703 136,399 Furniture and fixtures 3,632 3,241 Computer equipment 24,119 21,229 Computer software 26,981 27,487 Computer software implementation in process 9,705 9,544 Construction in process 4,108 5,806 Total 282,658 281,466 Less accumulated depreciation and amortization (173,725) (172,292) Property and equipment, net $ 108,933 $ 109,174 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets | |
Schedule of changes in the carrying value of goodwill by segment | The changes in the carrying value of goodwill by segment for the three-month period ended September 30, 2023 were as follows (in thousands): Optoelectronics And Security Healthcare Manufacturing Division Division Division Consolidated Balance as of June 30, 2023 $ 230,662 $ 48,455 $ 70,388 $ 349,505 Foreign currency translation adjustment (132) (103) (859) (1,094) Balance as of September 30, 2023 $ 230,530 48,352 69,529 348,411 |
Schedule of intangible assets | Intangible assets consisted of the following (in thousands): June 30, 2023 September 30, 2023 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 $ 77,844 $ (20,285) $ 57,559 81,845 (21,145) 60,700 Patents 19 years 8,636 (3,404) 5,232 8,742 (3,515) 5,227 Developed technology 10 years 68,274 (38,353) 29,921 68,246 (40,186) 28,060 Customer relationships 7 years 55,780 (39,101) 16,679 55,570 (40,833) 14,737 Total amortizable assets 210,534 (101,143) 109,391 214,403 (105,679) 108,724 Non-amortizable assets: In-process R&D 533 — 533 533 — 533 Trademarks 30,933 — 30,933 30,954 — 30,954 Total intangible assets $ 242,000 $ (101,143) $ 140,857 245,890 (105,679) 140,211 |
Schedule of estimated future amortization expense for intangible assets | At September 30, 2023, the estimated future amortization expense for amortizable intangible assets was as follows (in thousands): Fiscal Year 2024 (remaining 9 months) $ 14,187 2025 15,879 2026 12,705 2027 8,741 2028 5,953 Thereafter 51,259 Total $ 108,724 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Contract Assets and Liabilities | |
Schedule of contract assets and contract liabilities | Contract Assets (in thousands) June 30, September 30, 2023 2023 Change % Change Unbilled revenue (included in accounts receivable, net) $ 86,818 $ 103,663 $ 16,845 19 % Contract Liabilities (in thousands) June 30, September 30, 2023 2023 Change % Change Advances from customers $ 21,250 $ 31,949 $ 10,699 50 % Deferred revenue—current 43,861 39,000 (4,861) (11) % Deferred revenue—long-term 22,200 19,733 (2,467) (11) % |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of components of operating lease expense | The components of operating lease expense were as follows (in thousands): Three Months Ended September 30, 2022 2023 Operating lease cost $ 2,826 $ 2,805 Variable lease cost 406 265 Short-term lease cost 223 325 $ 3,455 $ 3,395 |
Schedule of supplemental disclosures related to operating leases | Supplemental disclosures related to operating leases were as follows (in thousands): Balance Sheet Category June 30, 2023 September 30, 2023 Operating lease right of use (“ROU”) assets, net Other assets $ 32,618 $ 32,534 Operating lease liabilities, current portion Other accrued expenses and current liabilities $ 9,787 $ 9,929 Operating lease liabilities, long-term Other long-term liabilities 23,733 23,472 Total operating lease liabilities $ 33,520 $ 33,401 Weighted average remaining lease term 4.0 years Weighted average discount rate 3.9 % |
Schedule of supplemental cash flow information related to operating leases | Supplemental cash flow information related to operating leases was as follows (in thousands): Three Months Ended September 30, 2022 2023 Cash paid for operating lease liabilities $ 2,685 $ 2,994 ROU assets obtained in exchange for new lease obligations 413 1,791 |
Schedule of maturities of operating lease liabilities | Maturities of operating lease liabilities at September 30, 2023 were as follows (in thousands): September 30, 2023 Less than one year $ 11,008 1 – 2 years 8,845 2 – 3 years 7,664 3 – 4 years 5,357 4 – 5 years 1,282 Thereafter 1,969 36,125 Less: imputed interest (2,724) Total lease liabilities $ 33,401 |
Impairment, Restructuring and_2
Impairment, Restructuring and Other Charges (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Impairment, Restructuring and Other Charges | |
Schedule of impairment, restructuring and other charges (benefit), net | The following tables summarize impairment, restructuring and other charges (benefits), net for the periods set forth below (in thousands): Three Months Ended September 30, 2022 Optoelectronics and Healthcare Manufacturing Security Division Division Division Corporate Total Employee termination costs $ 23 $ — $ — $ — $ 23 Facility closures/consolidation 241 — 15 — 256 Legal costs, net 524 294 — 122 940 Total $ 788 $ 294 $ 15 $ 122 $ 1,219 Three Months Ended September 30, 2023 Optoelectronics and Healthcare Manufacturing Security Division Division Division Corporate Total Employee termination costs $ 13 $ — $ — $ 110 $ 123 Facility closures/consolidation — — 51 — 51 Acquisition-related costs 208 — — — 208 Legal costs, net 52 — — 32 84 Total $ 273 $ — $ 51 $ 142 $ 466 |
Schedule 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 condensed consolidated balance sheets. The changes in the accrued liability for restructuring and other charges for the three-month period ended September 30, 2023 were as follows (in thousands): Facility Acquisition- Employee Closure/ Legal Related Termination Consolidation Costs and Costs Costs Cost Settlements Total Balance as of June 30, 2023 $ 7 $ 107 $ 1,609 $ 656 $ 2,379 Restructuring and other charges, net 208 123 51 84 466 Payments, adjustments and reimbursements, net (208) 72 (716) (228) (1,080) Balance as of September 30, 2023 $ 7 $ 302 $ 944 $ 512 $ 1,765 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Borrowings. | |
Schedule of long-term debt | Long-term debt consisted of the following (in thousands): June 30, September 30, 2023 2023 Term loan $ 143,125 $ 141,250 Other long-term debt 1,442 1,630 144,567 142,880 Less current portion of long-term debt (8,076) (8,134) Long-term portion of debt $ 136,491 $ 134,746 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity | |
Schedule of stock-based compensation expense in the consolidated statements of operations | We recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands): Three Months Ended September 30, 2022 2023 Cost of goods sold $ 216 $ 232 Selling, general and administrative 6,840 6,731 Research and development 121 126 Stock-based compensation expense $ 7,177 $ 7,089 |
Schedule of stock option activity | Weighted Average Weighted-Average Aggregate Number of Exercise Remaining Contractual Intrinsic Value Options Price Term (in thousands) Outstanding at June 30, 2023 83,677 $ 87.09 Granted — — Exercised (4,752) 88.39 Expired or forfeited — — Outstanding at September 30, 2023 78,925 $ 87.01 6.9 years $ 2,449 Exercisable at September 30, 2023 34,225 $ 83.15 4.8 years $ 1,194 |
Summary of RSU award activity | Weighted- Average Shares Fair Value Nonvested at June 30, 2023 455,515 $ 85.15 Granted 307,506 93.35 Vested (363,820) 79.00 Forfeited (1,890) 74.15 Nonvested at September 30, 2023 397,311 $ 97.19 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Schedule of roll-forward of the contingent consideration liability | The following table provides a roll-forward from June 30, 2023 to September 30, 2023 of the contingent consideration liability, which is included in other accrued expenses and current liabilities and other long-term liabilities in our consolidated balance sheets (in thousands): Beginning fair value, June 30, 2023 $ 21,181 Foreign currency translation adjustment (150) Changes in fair value for contingent earnout obligations (864) Payments on contingent earnout obligations (383) Ending fair value, September 30, 2023 $ 19,784 |
Schedule of warranty provisions | The following table presents changes in warranty provisions (in thousands): Three Months Ended September 30, 2022 2023 Balance at beginning of period $ 13,347 $ 11,149 Additions 884 312 Reductions for warranty repair costs and adjustments (1,972) (902) Balance at end of period $ 12,259 $ 10,559 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Segment Information | |
Schedule of results of operations and identifiable assets by industry segment | The following tables present our results of operations and identifiable assets by industry segment (in thousands): Three Months Ended September 30, 2022 2023 Revenues (1) —by Segment: Security division $ 144,992 $ 164,629 Optoelectronics and Manufacturing division, including intersegment revenues 93,915 96,128 Healthcare division 43,563 37,787 Intersegment revenues elimination (14,399) (19,334) Total $ 268,071 $ 279,210 Income (loss) from operations —by Segment: Security division $ 14,924 $ 20,609 Optoelectronics and Manufacturing division 11,258 11,437 Healthcare division 1,628 164 Corporate (10,178) (9,916) Intersegment Eliminations 668 265 Total $ 18,300 $ 22,559 June 30, September 30, 2023 2023 Assets (2) —by Segment: Security division $ 948,126 $ 987,134 Optoelectronics and Manufacturing division 310,930 296,328 Healthcare division 245,856 238,897 Corporate 94,678 113,252 Eliminations (3) (43,904) (47,159) Total $ 1,555,686 $ 1,588,452 (1) (2) (3) |
Basis of Presentation - Earning
Basis of Presentation - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Per Share Computations | ||
Net income available to common stockholders | $ 12,879 | $ 11,235 |
Weighted average shares outstanding-basic | 16,825 | 16,924 |
Dilutive effect of equity awards | 350 | 256 |
Weighted average shares outstanding-diluted | 17,175 | 17,180 |
Basic earnings per share | $ 0.77 | $ 0.66 |
Diluted earnings per share | $ 0.75 | $ 0.65 |
Shares excluded from diluted earnings per share due to their anti-dilutive effect | 8 | 26 |
Basis of Presentation - Cash an
Basis of Presentation - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | |
Cash Equivalents | ||
Cash and cash equivalents | $ 82,591 | $ 76,750 |
Cash, cash equivalents, and investments held by our foreign subsidiaries and subject to repatriation tax considerations(as a percentage) | 91% |
Basis of Presentation - Fair Va
Basis of Presentation - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 |
Fair Value of Financial Instruments | ||
Liabilities-Contingent consideration | $ 19,784 | $ 21,181 |
Recurring | ||
Fair Value of Financial Instruments | ||
Assets-Insurance company contracts | 47,508 | 47,181 |
Assets - Interest rate swap contract | 6,826 | 5,369 |
Liabilities-Contingent consideration | 19,784 | 21,181 |
Recurring | Level 2 | ||
Fair Value of Financial Instruments | ||
Assets-Insurance company contracts | 47,508 | 47,181 |
Assets - Interest rate swap contract | 6,826 | 5,369 |
Recurring | Level 3 | ||
Fair Value of Financial Instruments | ||
Liabilities-Contingent consideration | $ 19,784 | $ 21,181 |
Basis of Presentation - Derivat
Basis of Presentation - Derivative Instruments and Hedging Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Derivative Instruments and Hedging Activity | |||
Total interest and other expense, net presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded | $ (5,748) | $ (3,432) | |
Gain recognized in other comprehensive income, net of tax | 1,147 | 3,540 | |
Benefit (expense) reclassified from accumulated other comprehensive income to interest expense, net | 872 | $ (120) | |
Foreign currency forward contracts | |||
Derivative Instruments and Hedging Activity | |||
Notional amounts | 25,600 | $ 21,600 | |
Interest rate swap | |||
Derivative Instruments and Hedging Activity | |||
Notional amount | $ 175,000 | $ 175,000 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Millions | 1 Months Ended | |||||
Oct. 31, 2023 | Apr. 30, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | Sep. 30, 2023 | |
A privately held provider of engineering and contract manufacturing solutions | ||||||
Business Combinations | ||||||
Maximum contingent consideration | $ 2.5 | |||||
Consideration paid | $ 2.5 | |||||
Privately held provider of training software and solutions | ||||||
Business Combinations | ||||||
Maximum contingent consideration | $ 5 | |||||
Consideration paid | $ 2.1 | $ 1.9 | ||||
Privately held provider of radiation technology | ||||||
Business Combinations | ||||||
Maximum contingent consideration | $ 3.6 | |||||
Consideration paid | $ 2.8 | |||||
Provider of baggage and parcel inspection systems | ||||||
Business Combinations | ||||||
Consideration paid | $ 1.6 | |||||
Other business acquisitions | ||||||
Business Combinations | ||||||
Maximum contingent consideration | $ 45 |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Accounts receivable, net | |||
Accounts receivable | $ 337,365 | $ 395,218 | |
Less allowance for doubtful accounts | (13,596) | (14,373) | |
Total | 323,769 | 380,845 | |
Inventories | |||
Raw materials | 271,449 | 233,217 | |
Work-in-process | 82,969 | 56,329 | |
Finished goods | 64,379 | 48,462 | |
Total | 418,797 | 338,008 | |
Property and equipment, net | |||
Property and equipment, gross | 281,466 | 282,658 | |
Less accumulated depreciation and amortization | (172,292) | (173,725) | |
Property and equipment, net | 109,174 | 108,933 | |
Depreciation | 4,900 | $ 4,900 | |
Land | |||
Property and equipment, net | |||
Property and equipment, gross | 15,663 | 15,691 | |
Buildings, civil works and improvements | |||
Property and equipment, net | |||
Property and equipment, gross | 48,564 | 49,166 | |
Leasehold improvements | |||
Property and equipment, net | |||
Property and equipment, gross | 13,533 | 13,553 | |
Equipment and tooling | |||
Property and equipment, net | |||
Property and equipment, gross | 136,399 | 135,703 | |
Furniture and fixtures | |||
Property and equipment, net | |||
Property and equipment, gross | 3,241 | 3,632 | |
Computer equipment | |||
Property and equipment, net | |||
Property and equipment, gross | 21,229 | 24,119 | |
Computer software | |||
Property and equipment, net | |||
Property and equipment, gross | 27,487 | 26,981 | |
Computer software implementation in process | |||
Property and equipment, net | |||
Property and equipment, gross | 9,544 | 9,705 | |
Construction in process | |||
Property and equipment, net | |||
Property and equipment, gross | $ 5,806 | $ 4,108 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2023 USD ($) | |
Changes in the carrying value of goodwill | |
Balance at the beginning of the period | $ 349,505 |
Foreign currency translation adjustment | (1,094) |
Balance at the end of the period | 348,411 |
Security Division | |
Changes in the carrying value of goodwill | |
Balance at the beginning of the period | 230,662 |
Foreign currency translation adjustment | (132) |
Balance at the end of the period | 230,530 |
Healthcare Division | |
Changes in the carrying value of goodwill | |
Balance at the beginning of the period | 48,455 |
Foreign currency translation adjustment | (103) |
Balance at the end of the period | 48,352 |
Optoelectronics And Manufacturing Division | |
Changes in the carrying value of goodwill | |
Balance at the beginning of the period | 70,388 |
Foreign currency translation adjustment | (859) |
Balance at the end of the period | $ 69,529 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible assets subject to amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Amortizable assets: | |||
Gross Carrying Value | $ 214,403 | $ 210,534 | |
Accumulated Amortization | (105,679) | (101,143) | |
Total | 108,724 | 109,391 | |
Total intangible assets | |||
Gross Carrying Value | 245,890 | 242,000 | |
Intangible assets, net | 140,211 | 140,857 | |
Amortization expense | 4,700 | $ 4,700 | |
In-process R&D | |||
Non-amortizable assets: | |||
Gross Carrying Value | 533 | 533 | |
Trademarks | |||
Non-amortizable assets: | |||
Gross Carrying Value | 30,954 | 30,933 | |
Software development costs | |||
Amortizable assets: | |||
Gross Carrying Value | 81,845 | 77,844 | |
Accumulated Amortization | (21,145) | (20,285) | |
Total | $ 60,700 | 57,559 | |
Software development costs | Minimum [Member] | |||
Goodwill and Intangible Assets | |||
Weighted Average Lives (in Years) | 8 years | ||
Software development costs | Maximum [Member] | |||
Goodwill and Intangible Assets | |||
Weighted Average Lives (in Years) | 9 years | ||
Patents | |||
Goodwill and Intangible Assets | |||
Weighted Average Lives (in Years) | 19 years | ||
Amortizable assets: | |||
Gross Carrying Value | $ 8,742 | 8,636 | |
Accumulated Amortization | (3,515) | (3,404) | |
Total | $ 5,227 | 5,232 | |
Developed technology | |||
Goodwill and Intangible Assets | |||
Weighted Average Lives (in Years) | 10 years | ||
Amortizable assets: | |||
Gross Carrying Value | $ 68,246 | 68,274 | |
Accumulated Amortization | (40,186) | (38,353) | |
Total | $ 28,060 | 29,921 | |
Customer relationships | |||
Goodwill and Intangible Assets | |||
Weighted Average Lives (in Years) | 7 years | ||
Amortizable assets: | |||
Gross Carrying Value | $ 55,570 | 55,780 | |
Accumulated Amortization | (40,833) | (39,101) | |
Total | $ 14,737 | $ 16,679 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated future amortization expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Estimated future amortization expense | |||
2024 (remaining 9 months) | $ 14,187 | ||
2025 | 15,879 | ||
2026 | 12,705 | ||
2027 | 8,741 | ||
2028 | 5,953 | ||
Thereafter | 51,259 | ||
Total | 108,724 | $ 109,391 | |
Software development costs | |||
Estimated future amortization expense | |||
Total | 60,700 | $ 57,559 | |
Capitalized software development costs | $ 4,000 | $ 3,900 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | |
Contract Assets | ||
Unbilled revenue (included in accounts receivable, net) | $ 103,663 | $ 86,818 |
Change in unbilled revenue | $ 16,845 | |
Percentage of change in unbilled revenue | 19% | |
Contract Liabilities | ||
Advances from customers | $ 31,949 | 21,250 |
Deferred revenue-current | 39,000 | 43,861 |
Deferred revenue-long-term | 19,733 | $ 22,200 |
Change in advances from customers | $ 10,699 | |
Percentage of change in advances from customers | 50% | |
Change in deferred revenue - current | $ (4,861) | |
Percentage of change in deferred revenue - current | (11.00%) | |
Change in deferred revenue - long-term | $ (2,467) | |
Percentage of change in deferred revenue - long-term | (11.00%) | |
Remaining Performance Obligations | ||
Revenue remaining performance obligation | $ 906,200 | |
Remaining performance obligation expected percentage recognized | 67% | |
Recognized revenue from contract liabilities | $ 29,700 | |
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]: 2023-10-01 | ||
Remaining Performance Obligations | ||
Remaining performance obligation expected timing of satisfaction period | 12 months |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Operating lease expense | |||
Operating lease cost | $ 2,805 | $ 2,826 | |
Variable lease cost | 265 | 406 | |
Short-term lease cost | 325 | 223 | |
Operating lease expense | 3,395 | 3,455 | |
Balance sheet assets and liabilities related to operating leases | |||
Operating lease right of use ("ROU") assets, net | $ 32,534 | $ 32,618 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent. | Other Assets, Noncurrent. | |
Operating lease liabilities, current portion | $ 9,929 | $ 9,787 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current | Other Liabilities, Current | |
Operating lease liabilities, long-term | $ 23,472 | $ 23,733 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |
Total operating lease liabilities | $ 33,401 | $ 33,520 | |
Weighted average remaining lease term | 4 years | ||
Weighted average discount rate | 3.90% | ||
Cash flow information related to operating leases | |||
Cash paid for operating lease liabilities | $ 2,994 | 2,685 | |
ROU assets obtained in exchange for new lease obligations | $ 1,791 | $ 413 |
Leases - Maturities of operatin
Leases - Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 |
Maturities of operating lease liabilities | ||
Less than one year | $ 11,008 | |
1 - 2 years | 8,845 | |
2 - 3 years | 7,664 | |
3 - 4 years | 5,357 | |
4 - 5 years | 1,282 | |
Thereafter | 1,969 | |
Total | 36,125 | |
Less: imputed interest | (2,724) | |
Total operating lease liabilities | $ 33,401 | $ 33,520 |
Impairment, Restructuring and_3
Impairment, Restructuring and Other Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Impairment, Restructuring and Other Charges | ||
Acquisition-related costs | $ 208 | |
Employee termination costs | 123 | $ 23 |
Facility closures/consolidation | 51 | 256 |
Legal costs, net | 84 | 940 |
Total | 466 | 1,219 |
Other operational efficiency activities | ||
Impairment, Restructuring and Other Charges | ||
Acquisition-related costs | 200 | |
Employee termination costs | 100 | 300 |
Facility closures/consolidation | 100 | |
Legal costs, net | 100 | 900 |
Total | 500 | 1,200 |
Security Division | ||
Impairment, Restructuring and Other Charges | ||
Acquisition-related costs | 208 | |
Employee termination costs | 13 | 23 |
Facility closures/consolidation | 241 | |
Legal costs, net | 52 | 524 |
Total | 273 | 788 |
Healthcare Division | ||
Impairment, Restructuring and Other Charges | ||
Legal costs, net | 294 | |
Total | 294 | |
Optoelectronics And Manufacturing Division | ||
Impairment, Restructuring and Other Charges | ||
Facility closures/consolidation | 51 | 15 |
Total | 51 | 15 |
Corporate | ||
Impairment, Restructuring and Other Charges | ||
Employee termination costs | 110 | |
Legal costs, net | 32 | 122 |
Total | $ 142 | $ 122 |
Impairment, Restructuring and_4
Impairment, Restructuring and Other Charges - Accrued liability for restructuring and other charges (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2023 USD ($) | |
Restructuring and other charges | |
Balance at the beginning | $ 2,379 |
Restructuring and other charges, net | 466 |
Payments, adjustments and reimbursements, net | (1,080) |
Balance, at the end | 1,765 |
Acquisition-Related Costs | |
Restructuring and other charges | |
Balance at the beginning | 7 |
Restructuring and other charges, net | 208 |
Payments, adjustments and reimbursements, net | (208) |
Balance, at the end | 7 |
Employee Termination Costs | |
Restructuring and other charges | |
Balance at the beginning | 107 |
Restructuring and other charges, net | 123 |
Payments, adjustments and reimbursements, net | 72 |
Balance, at the end | 302 |
Facility Closure/ Consolidations Costs | |
Restructuring and other charges | |
Balance at the beginning | 1,609 |
Restructuring and other charges, net | 51 |
Payments, adjustments and reimbursements, net | (716) |
Balance, at the end | 944 |
Legal Costs and Settlements | |
Restructuring and other charges | |
Balance at the beginning | 656 |
Restructuring and other charges, net | 84 |
Payments, adjustments and reimbursements, net | (228) |
Balance, at the end | $ 512 |
Borrowings (Details)
Borrowings (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Sep. 01, 2022 | Feb. 28, 2017 | |
BORROWINGS | ||||||
Borrowings outstanding | $ 235,000,000 | $ 215,000,000 | ||||
Contractual interest expense | $ 500,000 | |||||
Revolving credit facility | ||||||
BORROWINGS | ||||||
Maximum borrowing capacity | $ 600,000,000 | |||||
Credit facility under term loan | 150,000,000 | |||||
Unused commitment fee (as a percent) | 0.10% | |||||
Borrowings outstanding | $ 235,000,000 | |||||
Available credit facility | $ 327,300,000 | |||||
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 letters of credit | $ 37,700,000 | |||||
Term Loan | ||||||
BORROWINGS | ||||||
Borrowings outstanding | 141,300,000 | |||||
1.25% Convertible Senior Notes Due 2022 | ||||||
BORROWINGS | ||||||
Interest rate | 700,000 | |||||
Principal amount | $ 287,500,000 | |||||
Principal value of notes repurchased and cancelled | $ 242,300,000 | |||||
Contractual interest expense | 500,000 | |||||
Amortization of debt issuance costs | 200,000 | |||||
Lines-of-credit | ||||||
BORROWINGS | ||||||
Amount outstanding under letters of credit | 56,800,000 | |||||
Available credit facility | 17,600,000 | |||||
Credit facility and delayed draw term loan | ||||||
BORROWINGS | ||||||
Interest rate | $ 6,300,000 | $ 2,100,000 |
Borrowings - Other borrowings (
Borrowings - Other borrowings (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 |
Components of long-term debt | ||
Term loan | $ 141,250 | $ 143,125 |
Other long-term debt | 1,630 | 1,442 |
Total | 142,880 | 144,567 |
Less current portion of long-term debt | (8,134) | (8,076) |
Long-term portion of debt | $ 134,746 | $ 136,491 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Stockholders' Equity | ||
Stock-based compensation expense | $ 7,089 | $ 7,177 |
RSU | ||
Stockholders' Equity | ||
Unrecognized compensation cost | $ 19,600 | |
Weighted-average period | 2 years 3 months 18 days | |
Shares | ||
Nonvested at the beginning of the period (in shares) | 455,515 | |
Granted (in shares) | 307,506 | |
Vested (in shares) | (363,820) | |
Forfeited (in shares) | (1,890) | |
Nonvested at the end of the period (in shares) | 397,311 | |
Weighted-Average Fair Value | ||
Nonvested at the beginning of the period (in dollars per share) | $ 85.15 | |
Granted (in dollars per share) | 93.35 | |
Vested (in dollars per share) | 79 | |
Forfeited (in dollars per share) | 74.15 | |
Nonvested at the end of the period (in dollars per share) | $ 97.19 | |
Stock Options | ||
Stockholders' Equity | ||
Unrecognized compensation cost | $ 600 | |
Weighted-average period | 1 year 9 months 18 days | |
Number of Options | ||
Outstanding at the beginning of the period (in shares) | 83,677 | |
Exercised (in shares) | (4,752) | |
Outstanding at the end of the period (in shares) | 78,925 | |
Exercisable at the end of the period (in shares) | 34,225 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 87.09 | |
Exercised (in dollars per share) | 88.39 | |
Outstanding at the end of the period (in dollars per share) | 87.01 | |
Exercisable at the end of the period (in dollars per share) | $ 83.15 | |
Weighted-Average Remaining Contractual Term | ||
Outstanding at the end of the period | 6 years 10 months 24 days | |
Exercisable at the end of the period | 4 years 9 months 18 days | |
Aggregate Intrinsic Value | ||
Outstanding at the end of the period | $ 2,449 | |
Exercisable at the end of the period | $ 1,194 | |
Performance-based restricted stock units | ||
Shares | ||
Granted (in shares) | 75,988 | 109,594 |
Performance-based restricted stock units | Minimum | ||
Shares | ||
Share based compensation arrangement by percentage of shares units awarded | 0% | |
Performance-based restricted stock units | Maximum | ||
Shares | ||
Share based compensation arrangement by percentage of shares units awarded | 376% | |
OSI Plans | ||
Stockholders' Equity | ||
Shares available for grant | 200,000 | |
OSI Plans | RSU | ||
Stockholders' Equity | ||
Number of shares available for grant reduced for each award granted | 1.87 | |
Number of shares available for grant increased for each award forfeited and returned | 1.87 | |
Cost of goods sold | ||
Stockholders' Equity | ||
Stock-based compensation expense | $ 232 | $ 216 |
Selling, general and administrative | ||
Stockholders' Equity | ||
Stock-based compensation expense | 6,731 | 6,840 |
Research and development | ||
Stockholders' Equity | ||
Stock-based compensation expense | $ 126 | $ 121 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional information (Details) - Common stock - shares | Sep. 30, 2023 | Sep. 30, 2022 |
Employee Stock Purchase Plan and Stock Repurchase Program | ||
Number of repurchased shares authorized | 2,000,000 | |
Number of shares available for repurchase | 1,721,870 |
Commitments and Contingencies -
Commitments and Contingencies - Contingent Acquisition Obligations (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Dec. 31, 2017 | Sep. 30, 2023 | |
Contingent Acquisition Obligations | ||
Beginning fair value, June 30, 2023 | $ 21,181 | |
Foreign currency translation adjustment | (150) | |
Changes in fair value for contingent earnout obligations | (864) | |
Payments on contingent earnout obligations | (383) | |
Ending fair value, September 30, 2023 | 19,784 | |
Other business acquisitions | ||
Contingent Acquisition Obligations | ||
Remaining maximum amount of contingent consideration | $ 45,000 | |
Mr. Chopra, Chief Executive Officer | Deferred bonus | ||
Indemnifications and Certain Employment-Related Contingencies | ||
Bonus payment on or within 45 days of January 1, 2024 contingent upon continued employment through that date | $ 13,500 | |
Maximum number of days after January 1, 2024, bonus payment due | 45 days |
Commitments and Contingencies_2
Commitments and Contingencies - Warranty provisions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Changes in provision for warranties | ||
Balance at beginning of period | $ 11,149 | $ 13,347 |
Additions | 312 | 884 |
Reductions for warranty repair costs and adjustments | (902) | (1,972) |
Balance at end of period | $ 10,559 | $ 12,259 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes | ||
Effective income tax rate (as a percent) | 23.40% | 24.40% |
Net discrete tax benefits for equity-based compensation | $ 0.4 | $ 0.1 |
Segment Information - Operation
Segment Information - Operations and Identifiable Assets (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) segment customer | Sep. 30, 2022 USD ($) customer | Jun. 30, 2023 USD ($) customer | |
Segment Information | |||
Number of identifiable industry segments | segment | 3 | ||
Total revenues | $ 279,210 | $ 268,071 | |
Income (loss) from operations | 22,559 | $ 18,300 | |
Segments assets | $ 1,588,452 | $ 1,555,686 | |
Number of major customers | customer | 0 | 0 | 0 |
One customer. | Accounts receivable | Customer | |||
Segment Information | |||
Concentration (as a percent) | 10% | 10% | |
International customers | Revenues | Customer | |||
Segment Information | |||
Concentration (as a percent) | 10% | 10% | |
Operating segments | Security division | |||
Segment Information | |||
Total revenues | $ 164,629 | $ 144,992 | |
Income (loss) from operations | 20,609 | 14,924 | |
Segments assets | 987,134 | $ 948,126 | |
Operating segments | Optoelectronics And Manufacturing Division | |||
Segment Information | |||
Total revenues | 96,128 | 93,915 | |
Income (loss) from operations | 11,437 | 11,258 | |
Segments assets | 296,328 | 310,930 | |
Operating segments | Healthcare division | |||
Segment Information | |||
Total revenues | 37,787 | 43,563 | |
Income (loss) from operations | 164 | 1,628 | |
Segments assets | 238,897 | 245,856 | |
Corporate | |||
Segment Information | |||
Income (loss) from operations | (9,916) | (10,178) | |
Segments assets | 113,252 | 94,678 | |
Intersegment revenue elimination | |||
Segment Information | |||
Total revenues | (19,334) | (14,399) | |
Income (loss) from operations | 265 | $ 668 | |
Segments assets | $ (47,159) | $ (43,904) |
Insider Trading Arrangements
Insider Trading Arrangements - Victor Sze | 3 Months Ended |
Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On September 13, 2023, Victor Sze, Executive Vice President and General Counsel, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 30,000 shares of our common stock until March 15, 2024. |
Name | Victor Sze |
Title | Executive Vice President and General Counsel |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 13, 2023 |
Aggregate Available | 30,000 |
Expiration Date | March 15, 2024 |