UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM 8-K
______________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 29, 2015
______________
OSI SYSTEMS, INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
______________
DELAWARE
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000-23125
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330238801
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(STATE OR OTHER JURISDICTION OF
INCORPORATION)
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(COMMISSION FILE NUMBER)
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(IRS EMPLOYER IDENTIFICATION NO.)
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12525 CHADRON AVENUE HAWTHORNE, CA 90250
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(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES) (ZIP CODE)
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(310) 978-0516
(REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On October 29, 2015, we issued a press release announcing our financial
results for the first quarter ended September 30, 2015. A copy of the
press release is attached hereto as Exhibit 99.1 and incorporated herein
in its entirety by this reference.
We are furnishing the information contained in this Item 2.02 (including
Exhibit 99.1). It shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be
deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended.
Item 8.01. Other Events.
On October 29, 2015, we announced that our board of directors (the
“Board”) authorized the purchase of up to 500,000 additional shares of
common stock under our existing stock repurchase program. The stock
repurchase program was originally authorized by the Board in March 1999
and was subsequently amended in September 2004 and April 2013. This most
recent increase brings the aggregate number of shares authorized for
repurchase under the program from 4,000,000 to 4,500,000 shares.
Since inception of the stock repurchase program, we have repurchased an
aggregate of 3,520,236 shares of common stock, leaving a remaining
balance of up to 979,764 shares authorized for purchase under the
current program, as increased.
Purchases may be made from time to time in the open market or in
privately negotiated transactions and block trades, in accordance with
federal securities laws, including Rule 10b-18 promulgated under the
Securities Exchange Act of 1934, as amended. This program does not have
an expiration date. The share repurchase program may be modified,
terminated or expanded by us at any time without prior notice. There is
no guarantee as to the exact number of shares, if any, that will be
purchased by us. The amount and timing of any purchases will depend on a
number of factors, including price, trading volume, general market
conditions, legal requirements, and other factors.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1: Press Release of OSI Systems, Inc., dated October
29, 2015.
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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OSI SYSTEMS, INC.
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Date:
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October 29, 2015
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By:
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/s/ Alan Edrick
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Alan Edrick
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Press Release of OSI Systems, Inc., dated October 29, 2015.
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Exhibit 99.1
OSI
Systems Reports First Quarter Fiscal 2016 Financial Results
-
Q1
Bookings of $454 million (Book-to-Bill Ratio of 2.3)
-
Company
Reiterates FY 2016 Sales Guidance of $985 million to $1,020 million
and Earnings Guidance of $3.75 to $4.00 per Diluted Share
-
Company
Authorizes Additional 500,000 Shares to Stock Repurchase Program
HAWTHORNE, Calif.--(BUSINESS WIRE)--October 29, 2015--OSI Systems, Inc.
(NASDAQ: OSIS) today announced financial results for the quarter ended
September 30, 2015.
Deepak Chopra, OSI Systems’ Chairman and CEO, stated, “We are pleased to
report the results of our first quarter. Although sales declined from
the prior year as expected due to a difficult year-over-year comparable,
we are very optimistic looking ahead as our book-to-bill ratio was 2.3
and our pipeline of opportunities is robust.”
The Company reported revenues of $200.1 million for the first quarter of
fiscal 2016, a decrease of 8% from the $218.4 million reported for the
first quarter of fiscal 2015. Net income for the first quarter of fiscal
2016 was $10.8 million, or $0.53 per diluted share, compared to net
income of $11.2 million, or $0.55 per diluted share, for the first
quarter of fiscal 2015.
During the three months ended September 30, 2015, the Company generated
cash flow from operations of $24.8 million and capital expenditures were
$2.5 million.
Mr. Chopra further commented, “Sales in our Healthcare division
increased by 8% over the prior year first quarter driven by stronger
sales in the U.S. and Europe. We are pleased with the reception of our
new products, which continue to gain traction in the marketplace. We
believe that our improved suite of products positions our Healthcare
division well to benefit as worldwide markets continue to recover.”
Mr. Chopra continued, "Bookings in our Security division were
outstanding, highlighted by the recently announced $19 million order
under a $293 million IDIQ contract with the U.S. Customs and Border
Protection agency and the commencement of the turnkey security screening
program in Albania, our third such turnkey program. Sales were
challenged by a difficult comparable with the prior year including the
partial fulfillment of a significant Foreign Military Sales contract.”
Mr. Chopra concluded, “Our Optoelectronics and Manufacturing division
achieved further operating margin expansion resulting in a 29% increase
in operating profit over the prior year first quarter. The results
benefited from a favorable sales mix and efficiencies realized as a
result of a facility consolidation we completed in the prior year along
with productivity improvement initiatives.”
Stock Repurchase Program
The Company announced that its board of directors has authorized a
500,000 share increase to the Company’s stock repurchase program. Since
inception of the current program, the Company has repurchased
approximately 3.5 million shares of common stock leaving authorization
of up to approximately 480,000 shares under the program prior to the
500,000 share increase.
Alan Edrick, OSI Systems’ Executive Vice President and CFO, stated, “The
strength of our balance sheet and significant free cash flow allow us to
return capital to shareholders. We are pleased to announce that we have
expanded our stock repurchase program demonstrating our continued
commitment to enhancing shareholder value.”
Company Reiterates Guidance for Fiscal 2016
The Company is reiterating its fiscal 2016 sales guidance of $985
million - $1,020 million and earnings guidance of $3.75 to $4.00 per
diluted share, excluding the impact of impairment, restructuring and
other charges. Actual sales and diluted EPS could vary from this
guidance including as a result of the matters discussed under the
“Forward-Looking Statements” section.
Conference Call Information
OSI Systems, Inc. will host a conference call and simultaneous webcast
over the Internet beginning at 1:30pm PT (4:30pm ET) today to discuss
its results for the first quarter of fiscal 2016. To listen, please
visit the investor relations section of the OSI Systems website, http://investors.osi-systems.com/index.cfm,
and follow the link that will be posted on the front page. A replay of
the webcast will be available shortly after the conclusion of the
conference call until November 13, 2015. The replay can either be
accessed through the Company’s website, www.osi-systems.com,
or via telephonic replay by calling 1-800-585-8367 and entering the
conference call identification number '68952789’ when prompted for the
replay code.
About OSI Systems, Inc.
OSI Systems, Inc. is a vertically integrated designer and manufacturer
of specialized electronic systems and components for critical
applications. The Company sells its products and provides related
services in diversified markets, including homeland security,
healthcare, defense and aerospace. The Company has more than 30 years of
experience in electronics engineering and manufacturing and maintains
offices and production facilities in more than a dozen countries. The
Company implements a strategy of expansion by leveraging its electronics
and contract manufacturing capabilities into selective end product
markets through organic growth and acquisitions. For more information on
OSI Systems, Inc. or any of its subsidiary companies, visit www.osi-systems.com.
News Filter: OSIS-E
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements
relate to the Company's current expectations, beliefs, projections and
similar expressions concerning matters that are not historical facts and
are not guarantees of future performance. Forward-looking
statements involve uncertainties, risks, assumptions and contingencies,
many of which are outside the Company's control and which may cause
actual results to differ materially from those described in or implied
by any forward-looking statement. Such statements include, but are not
limited to, information provided regarding expected revenues, earnings
and growth in fiscal 2016. In addition, the Company could be exposed to
a variety of negative consequences as a result of delays related to the
award of domestic and international contracts; delays in customer
programs; delays in revenue recognition related to the timing of
customer acceptance; unanticipated impacts of sequestration and other
provisions of the Budget Control Act of 2011 as modified by the
Bipartisan Budget Act of 2013; changes in domestic and foreign
government spending, budgetary, procurement and trade policies adverse
to the Company's businesses; unfavorable currency exchange rate
fluctuations; market acceptance of the Company's new and existing
technologies, products and services; the Company's ability to win new
business and convert any orders received to sales within the fiscal year
in accordance with the Company's operating plan; enforcement actions in
respect of any noncompliance with laws and regulations including export
control and environmental regulations and the matters that are the
subject of some or all of the Company's ongoing investigations and
compliance reviews, contract and regulatory compliance matters, and
actions, if brought, resulting in judgments, settlements, fines,
injunctions, debarment or penalties, as well as other risks and
uncertainties, including but not limited to those detailed herein and
from time to time in the Company's Securities and Exchange Commission
filings which could have a material and adverse impact on the Company's
business, financial condition and results of operations. For additional
information on these and other factors that could cause the Company's
future results to differ materially from any forward-looking statements,
see the section entitled "Risk Factors" in the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 2015 and other risks
described in documents subsequently filed by the Company from time to
time with the Securities and Exchange Commission. All forward-looking
statements are based on currently available information and speak only
as of the date on which they are made. The Company assumes no
obligation to update any forward-looking statement made in this press
release that becomes untrue because of subsequent events, new
information or otherwise, except to the extent it is required to do so
in connection with requirements under federal securities laws.
OSI SYSTEMS, INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS
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(in thousands, except per share data)
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(unaudited)
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Three Months Ended
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September 30,
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2014
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2015
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Revenue
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$
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218,397
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$
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200,050
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Cost of goods sold
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144,155
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132,079
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Gross profit
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74,242
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67,971
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Operating expenses:
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Selling, general and administrative
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44,182
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40,393
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Research and development
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12,670
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11,881
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Restructuring and other charges
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726
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--
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Total operating expenses
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57,578
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52,274
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Income from operations
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16,664
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15,697
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Interest and other expense, net
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(864
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)
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(794
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Income before income taxes
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15,800
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14,903
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Provision for income taxes
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4,551
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4,098
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Net income
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$
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11,249
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$
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10,805
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Diluted income per share
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$
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0.55
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$
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0.53
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Weighted average shares outstanding – diluted
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20,529
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20,474
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CONSOLIDATED BALANCE SHEETS
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(in thousands)
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(unaudited)
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June 30, 2015
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September 30, 2015
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Assets
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Cash and cash equivalents
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$
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47,593
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$
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80,930
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Accounts receivable, net
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178,519
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164,755
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Inventories
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230,421
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260,457
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Other current assets
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84,988
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89,988
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Total current assets
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541,521
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596,130
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Non-current assets
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438,153
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418,694
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Total Assets
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$
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979,674
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$
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1,014,824
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Liabilities and Stockholders' Equity
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Bank lines of credit
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$
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--
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$
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45,000
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Current portion of long-term debt
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2,801
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2,776
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Accounts payable and accrued expenses
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114,525
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133,464
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Deferred revenues
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47,787
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42,347
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Other current liabilities
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84,168
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85,405
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Total current liabilities
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249,281
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308,992
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Long-term debt
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8,556
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7,834
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Advances from customers
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25,000
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18,750
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Deferred income taxes
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65,435
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65,429
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Other long-term liabilities
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49,623
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49,872
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Total liabilities
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397,895
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450,877
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Total stockholders’ equity
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581,779
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563,947
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Total Liabilities and Stockholders’ Equity
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$
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979,674
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$
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1,014,824
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SEGMENT INFORMATION
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(in thousands)
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(unaudited)
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Three Months Ended
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September 30,
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2014
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2015
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Revenues – by Segment:
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Security division
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$
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113,439
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$
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96,410
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Healthcare division
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47,834
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51,465
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Optoelectronics and Manufacturing division, including intersegment
revenues
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69,086
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62,548
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Intersegment revenues elimination
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(11,962
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)
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(10,373
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)
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Total
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$
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218,397
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$
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200,050
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Operating income (loss) – by Segment:
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|
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Security division
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$
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17,259
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$
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12,635
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Healthcare division
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62
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2,938
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Optoelectronics and Manufacturing division
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4,327
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5,561
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Corporate
|
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(4,517
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)
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(5,202
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)
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Eliminations
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(467
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)
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(235
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)
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Total
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$
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16,664
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$
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15,697
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CONTACT:
OSI Systems, Inc.
Ajay Vashishat
Vice
President, Business Development
310-349-2237
avashishat@osi-systems.com
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