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0001039065
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2026-08-20
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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): August 20, 2026
OSI
SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN
ITS CHARTER)
| Delaware |
000-23125 |
33-0238801 |
(STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) |
(IRS EMPLOYER IDENTIFICATION NO.) |
12525 CHADRON AVENUE HAWTHORNE,
CA 90250 |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) |
(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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, $0.001 par value |
|
OSIS |
|
The Nasdaq Global Select Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 |
Results of Operations and Financial Condition. |
On August 20, 2026, we issued
a press release announcing our financial results for the quarter ended June 30, 2026. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein 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 any purpose, including
for the 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, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
On August 20, 2026, we announced that our Board
of Directors has approved an additional 1 million shares for repurchase under our stock repurchase program, increasing the total remaining
authorization to 1,078,731 shares.
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit
99.1: |
Press Release of OSI Systems, Inc. dated August 20, 2026 announcing financial results for the quarter ended June 30, 2026. |
| Exhibit
99.2: |
Press Release of OSI Systems, Inc. dated August 20, 2026 announcing increase in share repurchase authorization. |
| Exhibit 104: |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
EXHIBIT INDEX
Exhibit Number |
|
Description |
| |
|
| 99.1 |
|
Press Release of OSI Systems, Inc. dated August 20, 2026 announcing financial results for the quarter ended June 30, 2026. |
| 99.2 |
|
Press Release of OSI Systems, Inc. dated August 20, 2026 announcing increase in share repurchase
authorization. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
OSI SYSTEMS, INC. |
| Date: August 20,
2026 |
|
| |
|
|
| |
By: |
/s/ Alan Edrick |
| |
|
Alan Edrick |
| |
|
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
OSI SYSTEMS REPORTS
FISCAL 2026 FOURTH QUARTER
AND FISCAL YEAR
FINANCIAL RESULTS
| · | Record
Fiscal Year 2026 Revenues of $1.79 billion |
| · | Q4
Earnings per Diluted Share |
| o | Record
Non-GAAP EPS of $3.78 (17% growth year-over-year) |
| · | Fiscal
Year 2026 Earnings per Diluted Share |
| o | Record
Non-GAAP EPS of $10.35 (11% growth year-over-year) |
| · | Record
Q4 Operating Cash Flow of $182 million |
| · | Record
Fiscal Year 2026 Operating Cash Flow of $276 million |
| · | Record
Backlog of $1.9 billion |
| · | Company
Introduces Fiscal 2027 Revenues and Non-GAAP EPS Guidance |
HAWTHORNE, Calif.
— (BUSINESS WIRE) — August 20, 2026 — OSI Systems, Inc. (the “Company” or “OSI Systems”)
(NASDAQ: OSIS) today announced its financial results for the three months and fiscal year ended June 30, 2026.
Ajay Mehra, OSI
Systems’ President and Chief Executive Officer, stated, “Fiscal 2026 was a strong year for the Company, capped by record
fourth quarter non-GAAP earnings per share and record operating cash flow, despite the impact of revenue headwinds from the Middle East
conflicts which shifted the timing of certain planned deliveries. Our teams performed well across our three divisions, delivering solid
bookings which led to substantial backlog. As we enter fiscal 2027, our opportunity pipeline, disciplined operating execution and continued
focus on cash generation position us well to advance key strategic initiatives and drive long-term value.”
Financial Summary
| | |
Three
Months Ended June 30, | | |
Fiscal
Year Ended June 30, | |
| (Dollars in thousands,
except per-share amounts) | |
2025 | | |
2026 | | |
%
Change | | |
2025 | | |
2026 | | |
%
Change | |
| Revenues | |
$ | 504,985 | | |
$ | 484,058 | | |
-4 | % | |
$ | 1,713,166 | | |
$ | 1,785,984 | | |
4 | % |
| | |
| | | |
| | | |
| | |
| | | |
| | | |
| |
| Diluted earnings per share - GAAP | |
$ | 3.03 | | |
$ | 3.27 | | |
8 | % | |
$ | 8.71 | | |
$ | 8.95 | | |
3 | % |
| Diluted earnings per share - non-GAAP | |
$ | 3.24 | | |
$ | 3.78 | | |
17 | % | |
$ | 9.36 | | |
$ | 10.35 | | |
11 | % |
| | |
| | | |
| | | |
| | |
| | | |
| | | |
| |
| Cash flow provided by operating
activities | |
$ | 561 | | |
$ | 182,110 | | |
| | |
$ | 97,592 | | |
$ | 275,904 | | |
| |
| Capital expenditures | |
$ | 6,119 | | |
$ | 9,298 | | |
| | |
$ | 23,832 | | |
$ | 30,570 | | |
| |
The Company’s
backlog was approximately $1.9 billion as of June 30, 2026 compared to $1.8 billion a year ago.
Mr. Mehra
added, "The Security division continued to execute well during the fourth quarter, delivering strong profitability, outstanding
cash generation and healthy bookings. While revenues were impacted by disruptions from the Middle East conflicts, underlying demand for
our products and services remain encouraging. These delays do not reflect order cancellations and remain in our backlog with updated
delivery schedules. The Security division ended the year with a substantial backlog, a significant opportunity pipeline and recent program
wins that position the business well for the future.”
Mr. Mehra
continued, “The Optoelectronics and Manufacturing division delivered strong results for the quarter with revenues up about 5% year-over-year
on broad-based demand across several key end markets. Our ability to support customers with highly engineered products, precision manufacturing
capabilities and global operational reach continues to differentiate us in the marketplace. We are excited by the opportunities we see
across our aerospace, defense, healthcare, technology and industrial Optoelectronics customer base.”
Mr. Mehra
further added, “The Healthcare division delivered an improved fourth quarter, with revenues up approximately 5% and an adjusted
operating margin of 10% compared with 1% in the prior-year quarter, demonstrating the impact of operational improvements implemented
throughout the year. We are focused on expanding our installed base, supporting healthcare providers with innovative clinical solutions
and advancing product development initiatives designed to enhance patient care.”
The Company repurchased
564,880 shares during the fiscal 2026 fourth quarter for an aggregate cash amount of $123.6 million. The Company ended fiscal 2026 with
$359.8 million of cash and cash equivalents, up from $106.4 million a year earlier. During fiscal 2026, the Company refinanced and expanded
its long-term debt, extended maturities, enhanced financial flexibility to fund growth initiatives, and reduced bank lines of credit
to zero while continuing to return capital to shareholders through stock repurchases.
Fiscal Year 2027 Outlook
| | |
Guidance |
| Revenues | |
$1.875 billion
- $1.930 billion |
| YoY
Growth Rate | |
5.0% - 8.1% |
| | |
|
| Non-GAAP Diluted Earnings Per Share | |
$11.13 - $11.49 |
| YoY
Growth Rate | |
7.5% - 11.0% |
The Company is
introducing its fiscal 2027 guidance for revenues and non-GAAP diluted earnings per share, as indicated above. Actual revenues and non-GAAP
diluted earnings per share could vary from this guidance due to factors discussed under “Forward-Looking Statements” or
other factors.
The Company’s
fiscal 2027 diluted earnings per share guidance is provided on a non-GAAP basis only. The Company does not provide a reconciliation of
guidance for non-GAAP diluted EPS to GAAP diluted EPS (the most directly comparable GAAP financial measure) on a forward-looking basis
because the Company is unable to provide a meaningful or accurate compilation of reconciling items and certain information is not available.
This is due to the inherent difficulty and complexity in accurately forecasting the timing and amounts of various items included in the
calculation of GAAP diluted EPS but excluded in the calculation of non-GAAP diluted EPS, such as acquisition costs and other non-recurring
items that have not yet occurred, are out of the Company’s control or cannot otherwise reasonably be predicted. For the same reasons,
the Company is unable to address the significance of unavailable information which may be material and therefore could result in GAAP
diluted EPS being materially different from projected non-GAAP diluted EPS.
Conference Call
Information
The Company will
host a conference call and simultaneous webcast beginning at 1:30 pm PT (4:30 pm ET) today to discuss its financial results for the 2026
fourth fiscal quarter and full fiscal year. To listen, please visit the Investor Relations section of the OSI Systems website at 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 beginning shortly after the conclusion
of the conference call for approximately three months thereafter. The replay can be accessed through the Company’s website at www.osi-systems.com.
About OSI Systems
OSI Systems designs
and manufactures specialized electronic systems and components for critical applications. The Company operates through three business
segments: Security, Optoelectronics and Manufacturing, and Healthcare. Its Security division delivers advanced inspection systems, turnkey
screening solutions, and comprehensive support services to protect people and infrastructure. The Optoelectronics and Manufacturing segment
serves as a global supplier of high-performance optoelectronic solutions and precision manufacturing services for leading OEMs. The
Healthcare segment focuses on patient monitoring, diagnostic cardiology, and related services with the goal of enhancing clinical care
and patient outcomes. Serving customers in over 170 countries, OSI Systems strategically positions its sales, service, R&D,
and manufacturing capabilities worldwide to provide fast and efficient delivery and support. For more information on OSI Systems or
any of its subsidiary companies, visit www.osi-systems.com. News Filter: OSIS-E
Presentation
of Non-GAAP Financial Measures
This earnings release
includes a presentation of non-GAAP net income, non-GAAP diluted earnings per share, non-GAAP operating income (loss) by segment and
non-GAAP operating margin, all of which are non-GAAP financial measures. The presentation of these non-GAAP figures is provided to allow
for the comparison of the underlying performance of the Company, excluding the impact of impairment, restructuring and other charges
(including certain legal costs), amortization of intangible assets acquired through business acquisitions, and associated tax effects,
and discrete income tax items. Although we exclude amortization of acquired intangible assets from our non-GAAP figures, revenue generated
from such intangibles is included in determining non-GAAP financial performance of the Company. Management believes that the non-GAAP
financial measures presented in this earnings release provide (i) enhanced insight into the ongoing operations of the Company, (ii) meaningful
information regarding the Company’s financial results (excluding amounts management does not view as reflective of ongoing operating
results) for purposes of planning, forecasting and assessing the performance of the Company’s businesses, (iii) a meaningful
comparison of financial results of the current period against results of past periods and (iv) financial results that are generally
more comparable to financial results of peer companies than are GAAP figures. Non-GAAP financial measures should not be assessed in isolation
or as a substitute for measures of financial performance prepared in accordance with GAAP. Our non-GAAP financial measures may not be
the same as measures used by other companies due to possible differences in methods and in the items or events for which adjustments
are made.
Reconciliations
of GAAP financial information to non-GAAP financial information are provided in the accompanying tables. The financial results calculated
in accordance with GAAP and reconciliations from those financial results should be carefully evaluated.
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, and projections concerning matters that are not historical facts. Forward-looking
statements are not guarantees of future performance and 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. Forward-looking statements include, but are not limited to, information provided regarding expected revenues, earnings, growth,
cash flow generation, and operational performance in fiscal 2027 and beyond. 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; failure to secure the renewal of key customer contracts;
delays in customer programs; government shutdowns; delays in revenue recognition related to the timing of customer acceptance; the impact
of potential information technology, cybersecurity or data security breaches; changes in domestic and foreign government spending and
budgetary, procurement and trade policies adverse to the Company's businesses; the impact of the Russia-Ukraine conflict or conflicts
in the Middle East, including the potential for broad economic disruption, increased global tensions, or potential disruptions to customer
operations, procurement activities, transportation networks and project timing; global economic uncertainty, including the
impact of tariffs; material delays and cancellations of orders or deliveries thereon, supply chain and transportation networks disruptions,
plant closures, or other adverse impacts on the Company’s ability to execute business plans; unfavorable currency exchange rate
fluctuations; unfavorable interest rate fluctuations; effect of changes in tax legislation; market acceptance of the Company's new and
existing technologies, products, and services; the Company's ability to win new business and convert orders received to sales within
the current fiscal year; contract and regulatory compliance matters, or actions which, if brought, could result in judgments, settlements,
fines, injunctions, debarment, or penalties; and 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 those in any forward-looking statements, see the section titled "Risk
Factors" in the Company's most recently filed Annual Report on Form 10-K and other risks described therein and in documents
subsequently filed by the Company from time to time with the Securities and Exchange Commission. Undue reliance should not be placed
on forward-looking statements, which 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 required to do so under federal securities laws.
For Additional Information, Contact:
OSI Systems, Inc.
Ajay Vashishat
Vice President
Telephone: (310) 349-2237
avashishat@osi-systems.com
OSI SYSTEMS, INC.
AND SUBSIDIARIES
UNAUDITED
CONDENSED Consolidated Statements of Operations
(in thousands,
except per share data)
| | |
Three Months Ended
June 30, | | |
Fiscal Year Ended
June 30, | |
| | |
2025 | | |
2026 | | |
2025 | | |
2026 | |
| Revenues: | |
| | | |
| | | |
| | | |
| | |
| Products | |
$ | 392,633 | | |
$ | 373,240 | | |
$ | 1,323,291 | | |
$ | 1,344,733 | |
| Services | |
| 112,352 | | |
| 110,818 | | |
| 389,875 | | |
| 441,251 | |
| Total net revenues | |
| 504,985 | | |
| 484,058 | | |
| 1,713,166 | | |
| 1,785,984 | |
| Cost of goods sold: | |
| | | |
| | | |
| | | |
| | |
| Products | |
| 277,821 | | |
| 251,156 | | |
| 908,997 | | |
| 944,797 | |
| Services | |
| 58,926 | | |
| 64,948 | | |
| 216,987 | | |
| 248,095 | |
| Total cost of goods
sold | |
| 336,747 | | |
| 316,104 | | |
| 1,125,984 | | |
| 1,192,892 | |
| Gross profit | |
| 168,238 | | |
| 167,954 | | |
| 587,182 | | |
| 593,092 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative | |
| 74,685 | | |
| 69,747 | | |
| 290,879 | | |
| 278,390 | |
| Research and development | |
| 18,844 | | |
| 19,500 | | |
| 73,444 | | |
| 79,141 | |
| Impairment, restructuring
and other charges, net | |
| 1,687 | | |
| 4,819 | | |
| 5,335 | | |
| 16,591 | |
| Total operating
expenses | |
| 95,216 | | |
| 94,066 | | |
| 369,658 | | |
| 374,122 | |
| Income from operations | |
| 73,022 | | |
| 73,888 | | |
| 217,524 | | |
| 218,970 | |
| Interest and other expense, net | |
| (7,224 | ) | |
| (4,118 | ) | |
| (31,430 | ) | |
| (26,224 | ) |
| Income before income taxes | |
| 65,798 | | |
| 69,770 | | |
| 186,094 | | |
| 192,746 | |
| Provision for income taxes | |
| (13,050 | ) | |
| (14,530 | ) | |
| (36,457 | ) | |
| (38,035 | ) |
| Net income | |
$ | 52,748 | | |
$ | 55,240 | | |
$ | 149,637 | | |
$ | 154,711 | |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted earnings per share | |
$ | 3.03 | | |
$ | 3.27 | | |
$ | 8.71 | | |
$ | 8.95 | |
| Weighted average shares outstanding – diluted | |
| 17,412 | | |
| 16,910 | | |
| 17,178 | | |
| 17,280 | |
OSI SYSTEMS, INC.
AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| | |
| June 30,
2025 | | |
| June 30,
2026 | |
| Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 106,405 | | |
$ | 359,832 | |
| Accounts receivable, net | |
| 837,743 | | |
| 764,626 | |
| Inventories | |
| 407,174 | | |
| 415,562 | |
| Prepaid expenses and other current assets | |
| 71,539 | | |
| 71,671 | |
| Total current assets | |
| 1,422,861 | | |
| 1,611,691 | |
| Property and equipment, net | |
| 126,747 | | |
| 129,942 | |
| Goodwill | |
| 387,393 | | |
| 406,677 | |
| Intangible assets, net | |
| 183,290 | | |
| 192,355 | |
| Other non-current assets | |
| 120,966 | | |
| 161,787 | |
| Total Assets | |
$ | 2,241,257 | | |
$ | 2,502,452 | |
| | |
| | | |
| | |
| Liabilities and Stockholders' Equity | |
| | | |
| | |
| | |
| | | |
| | |
| Bank lines of credit | |
$ | 178,000 | | |
$ | - | |
| Current portion of long-term debt | |
| 8,130 | | |
| 2,531 | |
| Accounts payable | |
| 205,181 | | |
| 168,981 | |
| Accrued payroll and related expenses | |
| 49,535 | | |
| 51,819 | |
| Advances from customers | |
| 68,184 | | |
| 42,391 | |
| Deferred revenue | |
| 77,788 | | |
| 91,036 | |
| Other current liabilities | |
| 110,120 | | |
| 154,377 | |
| Total current liabilities | |
| 696,938 | | |
| 511,135 | |
| Long-term debt | |
| 463,504 | | |
| 998,518 | |
| Other long-term liabilities | |
| 129,731 | | |
| 159,838 | |
| Total liabilities | |
| 1,290,173 | | |
| 1,669,491 | |
| Total stockholders’ equity | |
| 951,084 | | |
| 832,961 | |
| Total Liabilities
and Stockholders’ Equity | |
$ | 2,241,257 | | |
$ | 2,502,452 | |
| NON-GAAP
FINANCIAL MEASURES AND SEGMENT INFORMATION |
| |
| | |
Three
Months Ended June 30, | |
| | |
| 2025 | | |
| | | |
| 2026 | |
| (Dollars
in thousands, except | |
| | | |
| Operating | | |
| %
of | | |
| Net | | |
| Diluted | | |
| | | |
| Operating | | |
| %
of | | |
| Net | | |
| Diluted | |
| per-share
amounts) | |
| Revenues | | |
| Income | | |
| Revenues | | |
| Income | | |
| EPS | | |
| Revenues | | |
| Income | | |
| Revenues | | |
| Income | | |
| EPS | |
| OSI
Consolidated | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP
basis | |
$ | 504,985 | | |
$ | 73,022 | | |
| 14.5 | % | |
$ | 52,748 | | |
$ | 3.03 | | |
$ | 484,058 | | |
$ | 73,888 | | |
| 15.3 | % | |
$ | 55,240 | | |
$ | 3.27 | |
| Impairment,
restructuring and other charges, net | |
| | | |
| 1,687 | | |
| 0.3 | % | |
| 1,687 | | |
| 0.10 | | |
| | | |
| 4,819 | | |
| 1.0 | % | |
| 4,819 | | |
| 0.29 | |
| Amortization
of acquired intangible assets | |
| | | |
| 4,770 | | |
| 0.9 | % | |
| 4,770 | | |
| 0.27 | | |
| | | |
| 6,793 | | |
| 1.4 | % | |
| 6,793 | | |
| 0.40 | |
| Tax effect
of non-GAAP adjustments | |
| | | |
| | | |
| | | |
| (1,380 | ) | |
| (0.08 | ) | |
| | | |
| | | |
| | | |
| (2,453 | ) | |
| (0.15 | ) |
| Discrete
tax benefit | |
| | | |
| | | |
| | | |
| (1,373 | ) | |
| (0.08 | ) | |
| | | |
| | | |
| | | |
| (485 | ) | |
| (0.03 | ) |
| Non-GAAP
basis | |
| | | |
$ | 79,479 | | |
| 15.7 | % | |
$ | 56,452 | | |
$ | 3.24 | | |
| | | |
$ | 85,500 | | |
| 17.7 | % | |
$ | 63,914 | | |
$ | 3.78 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| Operating | | |
| %
of | | |
| | | |
| | | |
| | | |
| Operating | | |
| %
of | | |
| | | |
| | |
| | |
| Revenues | | |
| Income | | |
| Revenues | | |
| | | |
| | | |
| Revenues | | |
| Income | | |
| Revenues | | |
| | | |
| | |
| Revenue
and Operating Income by Segment | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Security | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
$ | 366,971 | | |
$ | 70,538 | | |
| 19.2 | % | |
| | | |
| | | |
$ | 339,733 | | |
$ | 63,422 | | |
| 18.7 | % | |
| | | |
| | |
| Impairment,
restructuring and other charges, net | |
| | | |
| - | | |
| 0.0 | % | |
| | | |
| | | |
| | | |
| 1,919 | | |
| 0.6 | % | |
| | | |
| | |
| Amortization
of acquired intangible assets | |
| | | |
| 4,174 | | |
| 1.2 | % | |
| | | |
| | | |
| | | |
| 5,306 | | |
| 1.5 | % | |
| | | |
| | |
| Non-GAAP
basis | |
| | | |
| 74,712 | | |
| 20.4 | % | |
| | | |
| | | |
| | | |
| 70,647 | | |
| 20.8 | % | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Optoelectronics &
Manufacturing | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
| 112,667 | | |
| 14,999 | | |
| 13.3 | % | |
| | | |
| | | |
| 117,806 | | |
| 15,874 | | |
| 13.5 | % | |
| | | |
| | |
| Impairment,
restructuring and other charges, net | |
| | | |
| - | | |
| 0.0 | % | |
| | | |
| | | |
| | | |
| 184 | | |
| 0.2 | % | |
| | | |
| | |
| Amortization
of acquired intangible assets | |
| | | |
| 327 | | |
| 0.3 | % | |
| | | |
| | | |
| | | |
| 1,216 | | |
| 1.0 | % | |
| | | |
| | |
| Non-GAAP
basis | |
| | | |
| 15,326 | | |
| 13.6 | % | |
| | | |
| | | |
| | | |
| 17,274 | | |
| 14.7 | % | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Healthcare | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
| 42,684 | | |
| (1,368 | ) | |
| -3.2 | % | |
| | | |
| | | |
| 44,751 | | |
| 1,584 | | |
| 3.5 | % | |
| | | |
| | |
| Impairment,
restructuring and other charges, net | |
| | | |
| 1,467 | | |
| 3.4 | % | |
| | | |
| | | |
| | | |
| 2,620 | | |
| 5.9 | % | |
| | | |
| | |
| Amortization
of acquired intangible assets | |
| | | |
| 269 | | |
| 0.7 | % | |
| | | |
| | | |
| | | |
| 271 | | |
| 0.6 | % | |
| | | |
| | |
| Non-GAAP
basis | |
| | | |
| 368 | | |
| 0.9 | % | |
| | | |
| | | |
| | | |
| 4,475 | | |
| 10.0 | % | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Corporate/Elimination | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
| (17,337 | ) | |
| (11,147 | ) | |
| | | |
| | | |
| | | |
| (18,232 | ) | |
| (6,992 | ) | |
| | | |
| | | |
| | |
| Impairment,
restructuring and other charges, net | |
| | | |
| 220 | | |
| | | |
| | | |
| | | |
| | | |
| 96 | | |
| | | |
| | | |
| | |
| Non-GAAP
basis | |
| | | |
| (10,927 | ) | |
| | | |
| | | |
| | | |
| | | |
| (6,896 | ) | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| OSI
Consolidated | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
$ | 504,985 | | |
| 73,022 | | |
| 14.5 | % | |
| | | |
| | | |
$ | 484,058 | | |
| 73,888 | | |
| 15.3 | % | |
| | | |
| | |
| Impairment,
restructuring and other charges, net | |
| | | |
| 1,687 | | |
| 0.3 | % | |
| | | |
| | | |
| | | |
| 4,819 | | |
| 1.0 | % | |
| | | |
| | |
| Amortization
of acquired intangible assets | |
| | | |
| 4,770 | | |
| 0.9 | % | |
| | | |
| | | |
| | | |
| 6,793 | | |
| 1.4 | % | |
| | | |
| | |
| Non-GAAP
basis | |
| | | |
$ | 79,479 | | |
| 15.7 | % | |
| | | |
| | | |
| | | |
$ | 85,500 | | |
| 17.7 | % | |
| | | |
| | |
NON-GAAP
FINANCIAL MEASURES AND SEGMENT INFORMATION
| | |
Fiscal
Years Ended June 30, | |
| | |
2025 | | |
2026 | |
| (Dollars in thousands, except | |
| | |
Operating | | |
% of | | |
Net | | |
| | |
| | |
Operating | | |
% of | | |
Net | | |
| |
| per-share amounts) | |
Revenues | | |
Income | | |
Revenues | | |
Income | | |
EPS | | |
Revenues | | |
Income | | |
Revenues | | |
Income | | |
EPS | |
| OSI Consolidated | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP
basis | |
$ | 1,713,166 | | |
$ | 217,524 | | |
| 12.7 | % | |
$ | 149,637 | | |
$ | 8.71 | | |
$ | 1,785,984 | | |
$ | 218,970 | | |
| 12.3 | % | |
$ | 154,711 | | |
$ | 8.95 | |
| Impairment,
restructuring and other charges, net | |
| | | |
| 5,335 | | |
| 0.3 | % | |
| 5,335 | | |
| 0.31 | | |
| | | |
| 16,591 | | |
| 0.9 | % | |
| 16,591 | | |
| 0.97 | |
| Amortization
of acquired intangible assets | |
| | | |
| 17,996 | | |
| 1.1 | % | |
| 17,996 | | |
| 1.05 | | |
| | | |
| 17,751 | | |
| 1.1 | % | |
| 17,751 | | |
| 1.03 | |
| Non-recurring
retirement expense for former CEO | |
| | | |
| | | |
| | | |
| - | | |
| - | | |
| | | |
| | | |
| | | |
| 4,359 | | |
| 0.25 | |
| Tax effect
of non-GAAP adjustments | |
| | | |
| | | |
| | | |
| (5,413 | ) | |
| (0.32 | ) | |
| | | |
| | | |
| | | |
| (8,803 | ) | |
| (0.51 | ) |
| Discrete
tax benefit | |
| | | |
| | | |
| | | |
| (6,717 | ) | |
| (0.39 | ) | |
| | | |
| | | |
| | | |
| (5,806 | ) | |
| (0.34 | ) |
| Non-GAAP
basis | |
| | | |
$ | 240,855 | | |
| 14.1 | % | |
$ | 160,838 | | |
$ | 9.36 | | |
| | | |
$ | 253,312 | | |
| 14.2 | % | |
$ | 178,803 | | |
$ | 10.35 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| Operating | | |
| %
of | | |
| | | |
| | | |
| | | |
| Operating | | |
| %
of | | |
| | | |
| | |
| | |
| Revenues | | |
| Income | | |
| Revenues | | |
| | | |
| | | |
| Revenues | | |
| Income | | |
| Revenues | | |
| | | |
| | |
| Revenue and Operating Income
by Segment | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Security | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
$ | 1,196,180 | | |
$ | 204,952 | | |
| 17.1 | % | |
| | | |
| | | |
$ | 1,247,949 | | |
$ | 201,463 | | |
| 16.1 | % | |
| | | |
| | |
| Impairment,
restructuring and other charges, net | |
| | | |
| 1,882 | | |
| 0.2 | % | |
| | | |
| | | |
| | | |
| 7,006 | | |
| 0.6 | % | |
| | | |
| | |
| Amortization
of acquired intangible assets | |
| | | |
| 14,882 | | |
| 1.2 | % | |
| | | |
| | | |
| | | |
| 14,448 | | |
| 1.2 | % | |
| | | |
| | |
| Non-GAAP
basis | |
| | | |
| 221,716 | | |
| 18.5 | % | |
| | | |
| | | |
| | | |
| 222,917 | | |
| 17.9 | % | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Optoelectronics &
Manufacturing | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
| 412,065 | | |
| 51,540 | | |
| 12.5 | % | |
| | | |
| | | |
| 450,817 | | |
| 57,146 | | |
| 12.7 | % | |
| | | |
| | |
| Impairment,
restructuring and other charges, net | |
| | | |
| 619 | | |
| 0.2 | % | |
| | | |
| | | |
| | | |
| 445 | | |
| 0.1 | % | |
| | | |
| | |
| Amortization
of acquired intangible assets | |
| | | |
| 1,862 | | |
| 0.4 | % | |
| | | |
| | | |
| | | |
| 2,220 | | |
| 0.5 | % | |
| | | |
| | |
| Non-GAAP
basis | |
| | | |
| 54,021 | | |
| 13.1 | % | |
| | | |
| | | |
| | | |
| 59,811 | | |
| 13.3 | % | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Healthcare | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
| 168,362 | | |
| 2,462 | | |
| 1.5 | % | |
| | | |
| | | |
| 162,729 | | |
| (33 | ) | |
| 0.0 | % | |
| | | |
| | |
| Impairment,
restructuring and other charges, net | |
| | | |
| 2,246 | | |
| 1.3 | % | |
| | | |
| | | |
| | | |
| 6,945 | | |
| 4.3 | % | |
| | | |
| | |
| Amortization
of acquired intangible assets | |
| | | |
| 1,252 | | |
| 0.7 | % | |
| | | |
| | | |
| | | |
| 1,083 | | |
| 0.6 | % | |
| | | |
| | |
| Non-GAAP
basis | |
| | | |
| 5,960 | | |
| 3.5 | % | |
| | | |
| | | |
| | | |
| 7,995 | | |
| 4.9 | % | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Corporate/Elimination | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
| (63,441 | ) | |
| (41,430 | ) | |
| | | |
| | | |
| | | |
| (75,511 | ) | |
| (39,606 | ) | |
| | | |
| | | |
| | |
| Impairment,
restructuring and other charges, net | |
| | | |
| 588 | | |
| | | |
| | | |
| | | |
| | | |
| 2,195 | | |
| | | |
| | | |
| | |
| Non-GAAP
basis | |
| | | |
| (40,842 | ) | |
| | | |
| | | |
| | | |
| | | |
| (37,411 | ) | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| OSI
Consolidated | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
$ | 1,713,166 | | |
| 217,524 | | |
| 12.7 | % | |
| | | |
| | | |
$ | 1,785,984 | | |
| 218,970 | | |
| 12.3 | % | |
| | | |
| | |
| Impairment,
restructuring and other charges, net | |
| | | |
| 5,335 | | |
| 0.3 | % | |
| | | |
| | | |
| | | |
| 16,591 | | |
| 0.9 | % | |
| | | |
| | |
| Amortization
of acquired intangible assets | |
| | | |
| 17,996 | | |
| 1.1 | % | |
| | | |
| | | |
| | | |
| 17,751 | | |
| 1.0 | % | |
| | | |
| | |
| Non-GAAP
basis | |
| | | |
$ | 240,855 | | |
| 14.1 | % | |
| | | |
| | | |
| | | |
$ | 253,312 | | |
| 14.2 | % | |
| | | |
| | |
Exhibit 99.2
OSI SYSTEMS ANNOUNCES
EXPANSION OF STOCK REPURCHASE PROGRAM
HAWTHORNE, CA –
August 20, 2026 – OSI Systems, Inc. (NASDAQ: OSIS) today announced that its Board of Directors has approved an increase
to the Company’s existing stock repurchase authorization.
The Board has authorized
an additional 1,000,000 shares for repurchase under the Company’s stock repurchase program, increasing the total remaining authorization
to 1,078,731. The expanded authorization reflects the Company’s continued confidence in its long-term strategy and strong free
cash flow generation.
During the quarter
ended June 30, 2026, the Company repurchased 564,880 shares of its common stock.
“We continue
to execute on our capital allocation priorities by returning capital to shareholders through share repurchases,” said Alan Edrick,
Executive Vice President and Chief Financial Officer. “The increase in our share repurchase authorization underscores our confidence
in the strength of our business and our ability to generate robust cash flow, while maintaining flexibility to invest in growth opportunities.”
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 the Company at any time without prior notice. There is
no guarantee as to the exact number of shares, if any, that will be purchased by the Company. 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.
About OSI Systems
OSI Systems designs
and manufactures specialized electronic systems and components for critical applications. The Company operates through three business
segments: Security, Optoelectronics and Manufacturing, and Healthcare. Its Security division delivers advanced inspection systems, turnkey
screening solutions, and comprehensive support services to protect people and infrastructure. The Optoelectronics and Manufacturing segment
serves as a global supplier of high-performance optoelectronic solutions and precision manufacturing services for leading OEMs. The
Healthcare segment focuses on patient monitoring, diagnostic cardiology, and related services with the goal of enhancing clinical care
and patient outcomes. Serving customers in over 170 countries, OSI Systems strategically positions its sales, service, R&D, and manufacturing
capabilities worldwide to provide fast and efficient delivery and support. For more information on OSI Systems or any of its subsidiary
companies, visit www.osi-systems.com. News Filter: OSIS-G
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 OSI Systems’ current expectations, beliefs, and projections concerning matters that are not historical facts. Forward-looking
statements are not guarantees of future performance and involve uncertainties, risks, assumptions, and contingencies, many of which are
outside OSI Systems’ control and which may cause actual results to differ materially from those described in or implied by any
forward-looking statements. Undue reliance should not be placed on forward-looking statements, which are based on currently available
information and speak only as of the date on which they are made. OSI Systems 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 its ongoing requirements under Federal securities laws. For a further discussion of factors that
could cause OSI Systems’ future results to differ materially from any forward-looking statements, see the section entitled "Risk
Factors" in OSI Systems’ most recently filed Annual Report on Form 10-K and other risks described therein and in documents
subsequently filed by OSI Systems from time to time with the Securities and Exchange Commission.
SOURCE: OSI Systems, Inc.
OSI
Systems, Inc.
Ajay Vashishat
Vice President
310-349-2237
avashishat@osi-systems.com