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:
On October 29, 2026, we issued a press release announcing our financial results for the quarter ended September 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.
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.
Exhibit 99.1
OSI SYSTEMS REPORTS FISCAL 2027 FIRST QUARTER
FINANCIAL RESULTS
| · | Record Q1 Revenues of $403 Million |
| | | |
| · | Record Q1 Earnings per Diluted Share |
| | | |
| o | GAAP EPS of $1.51 (28% year-over-year growth) |
| | | |
| o | Non-GAAP EPS of $1.66 (17% year-over-year growth) |
| | | |
| · | Book-to-Bill Ratio of 1.4 Drives Record Backlog of $2.1 Billion |
| | | |
| · | Q1 Operating Cash Flow of $37 Million (>100% year-over-year growth) |
| | | |
| · | Company Reaffirms Fiscal 2027 Revenue Guidance and Raises Fiscal 2027
Non-GAAP EPS Guidance |
HAWTHORNE, Calif. — (BUSINESS WIRE) —
October 29, 2026—OSI Systems, Inc. (the “Company” or “OSI Systems”) (NASDAQ: OSIS) today announced its financial
results for the first quarter of fiscal 2027.
Ajay Mehra, OSI Systems’ President and Chief
Executive Officer, stated, “We are pleased to begin fiscal 2027 with record first quarter revenues and earnings per share, led by
the performance of our Security and Optoelectronics and Manufacturing divisions. Bookings of $583 million represented a book-to-bill ratio
of 1.4 in the quarter, and backlog increased to a record of $2.1 billion from $1.9 billion as of June 30, 2026, providing meaningful visibility
into future opportunities. We remain committed to disciplined execution and innovation, and converting our expanding opportunity pipeline
into long-term growth.”
Financial Summary
| | |
Three Months Ended September 30, | |
| (Dollars in thousands, except per-share amounts) | |
2025 | | |
2026 | | |
% Change | |
| Revenues | |
$ | 384,623 | | |
$ | 403,472 | | |
| 5 | % |
| | |
| | | |
| | | |
| | |
| Diluted earnings per share - GAAP | |
$ | 1.18 | | |
$ | 1.51 | | |
| 28 | % |
| Diluted earnings per share - non-GAAP | |
$ | 1.42 | | |
$ | 1.66 | | |
| 17 | % |
| | |
| | | |
| | | |
| | |
| Book-to-Bill Ratio | |
| 1.1 | | |
| 1.4 | | |
| | |
| | |
| | | |
| | | |
| | |
| Cash flow provided by operating activities | |
$ | 17,137 | | |
$ | 37,088 | | |
| | |
| Capital expenditures | |
$ | 7,028 | | |
$ | 7,655 | | |
| | |
Mr. Mehra further commented, “The Security
division delivered a solid quarter despite continued geopolitical headwinds. Strong bookings led to record divisional backlog and reflected
robust customer demand for our security inspection and surveillance products, integrated solutions, and services. The operating margin
was impacted by a less favorable mix of revenues; however, we expect this to improve over the remainder of the fiscal year as our revenue
mix stabilizes and service revenues increase. We are enthusiastic about the outlook for this division over the balance of fiscal 2027
and beyond.”
Mr. Mehra continued, “Our Optoelectronics
and Manufacturing division delivered strong fiscal first-quarter results with revenues increasing 9% year-over-year including intersegment
sales and 16% year-over-year from sales to external customers, while also achieving adjusted operating margin expansion. The division
continued to benefit from its vertically integrated capabilities, broad customer relationships, and diversified manufacturing footprint
leading to a strong book-to-bill ratio resulting in record backlog for this division. We remain focused on supporting growth while maintaining
disciplined operational execution.”
Mr. Mehra concluded, “The performance of
the Healthcare division was soft in the quarter, but we are focused on improving performance and anticipate a return to growth this fiscal
year.”
Alan Edrick, OSI Systems’ Executive Vice
President and Chief Financial Officer, stated, “Operating cash flow more than doubled in the first fiscal quarter over the prior
year Q1 to $37 million, and we finished the quarter with approximately $302 million of cash, cash equivalents and short-term investments.
In August 2026, our board of directors authorized an additional 1 million shares to the existing share repurchase program. The Company
repurchased 305,559 shares during the first quarter of fiscal 2027 resulting in total capital returned to shareholders through repurchases
of approximately $62 million. As of September 30, 2026, there are 773,172 shares remaining under our repurchase authorization.”
Fiscal Year 2027 Outlook
| | |
Previous Guidance | |
Updated Guidance |
| Revenues | |
$1.875 billion - $1.930 billion | |
$1.875 billion - $1.930 billion |
| Year-over-Year Growth Rate | |
5.0% - 8.1% | |
5.0% - 8.1% |
| | |
| |
|
| Non-GAAP Earnings Per Share | |
$11.13 - $11.49 | |
$11.28 - $11.64 |
| Year-over-Year Growth Rate | |
7.5% - 11.0% | |
9.0% - 12.5% |
The
Company is reaffirming its fiscal 2027 revenue guidance and increasing its fiscal 2027 non-GAAP diluted earnings per share guidance,
as set forth 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 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 2027 first fiscal quarter. 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. The Company’s 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 and 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 inclusion of these non-GAAP figures is to allow for the presentation of the underlying
performance of the Company, excluding the impact of impairment, restructuring and other charges (including certain legal costs) and 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 and other lapses in, or delays of government appropriations; 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; the timing of collection of receivables from significant customers; 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 September 30, | |
| | |
2025 | | |
2026 | |
| | |
| | |
| |
| Revenues: | |
| | | |
| | |
| Products | |
$ | 275,810 | | |
$ | 289,823 | |
| Services | |
| 108,813 | | |
| 113,649 | |
| Total net revenues | |
| 384,623 | | |
| 403,472 | |
| Cost of goods sold: | |
| | | |
| | |
| Products | |
| 202,056 | | |
| 213,793 | |
| Services | |
| 59,382 | | |
| 65,878 | |
| Total cost of goods sold | |
| 261,438 | | |
| 279,671 | |
| Gross profit | |
| 123,185 | | |
| 123,801 | |
| Operating expenses: | |
| | | |
| | |
| Selling, general and administrative | |
| 66,955 | | |
| 68,709 | |
| Research and development | |
| 20,427 | | |
| 19,426 | |
| Restructuring and other charges | |
| 2,730 | | |
| 2,096 | |
| Total operating expenses | |
| 90,112 | | |
| 90,231 | |
| Income from operations | |
| 33,073 | | |
| 33,570 | |
| Interest and other expense, net | |
| (7,398 | ) | |
| (3,321 | ) |
| Income before income taxes | |
| 25,675 | | |
| 30,249 | |
| Provision for income taxes | |
| (5,119 | ) | |
| (5,677 | ) |
| Net income | |
$ | 20,556 | | |
$ | 24,572 | |
| | |
| | | |
| | |
| Diluted earnings per share | |
$ | 1.18 | | |
$ | 1.51 | |
| Weighted average shares outstanding – diluted | |
| 17,473 | | |
| 16,252 | |
OSI SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in
thousands)
| | |
June 30, 2026 | | |
September 30, 2026 | |
| Assets | |
| | |
| |
| | |
| | |
| |
| Cash and cash equivalents | |
$ | 359,832 | | |
$ | 236,298 | |
| Short-term investments | |
| 159 | | |
| 65,702 | |
| Accounts receivable, net | |
| 764,626 | | |
| 746,864 | |
| Inventories | |
| 415,562 | | |
| 463,367 | |
| Prepaid expenses and other current assets | |
| 71,512 | | |
| 74,838 | |
| Total current assets | |
| 1,611,691 | | |
| 1,587,069 | |
| Property and equipment, net | |
| 129,942 | | |
| 132,528 | |
| Goodwill | |
| 406,677 | | |
| 407,629 | |
| Intangible assets, net | |
| 192,355 | | |
| 194,655 | |
| Other assets | |
| 161,787 | | |
| 167,561 | |
| Total Assets | |
$ | 2,502,452 | | |
$ | 2,489,442 | |
| | |
| | | |
| | |
| Liabilities and Stockholders' Equity | |
| | | |
| | |
| | |
| | | |
| | |
| Current portion of long-term debt | |
$ | 2,531 | | |
$ | 1,275 | |
| Accounts payable | |
| 168,981 | | |
| 190,268 | |
| Accrued payroll and related expenses | |
| 51,819 | | |
| 49,470 | |
| Advances from customers | |
| 42,391 | | |
| 64,099 | |
| Deferred revenue | |
| 91,036 | | |
| 91,071 | |
| Other current liabilities | |
| 154,377 | | |
| 152,815 | |
| Total current liabilities | |
| 511,135 | | |
| 548,998 | |
| Long-term debt | |
| 998,518 | | |
| 998,294 | |
| Other long-term liabilities | |
| 159,838 | | |
| 159,306 | |
| Total liabilities | |
| 1,669,491 | | |
| 1,706,598 | |
| Total stockholders’ equity | |
| 832,961 | | |
| 782,844 | |
| Total Liabilities and Stockholders’ Equity | |
$ | 2,502,452 | | |
$ | 2,489,442 | |
| NON-GAAP FINANCIAL MEASURES AND SEGMENT INFORMATION |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
Three
Months Ended September 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 | |
$ | 384,623 | | |
$ | 33,073 | | |
| 8.6 | % | |
$ | 20,556 | | |
$ | 1.18 | | |
$ | 403,472 | | |
$ | 33,570 | | |
| 8.3 | % | |
$ | 24,572 | | |
$ | 1.51 | |
| Restructuring and other charges | |
| | | |
| 2,730 | | |
| 0.7 | % | |
| 2,730 | | |
| 0.16 | | |
| | | |
| 2,096 | | |
| 0.5 | % | |
| 2,096 | | |
| 0.13 | |
| Amortization of acquired intangible
assets | |
| | | |
| 3,975 | | |
| 1.0 | % | |
| 3,975 | | |
| 0.23 | | |
| | | |
| 2,614 | | |
| 0.7 | % | |
| 2,614 | | |
| 0.16 | |
| Tax effect of non-GAAP adjustments | |
| | | |
| | | |
| | | |
| (1,562 | ) | |
| (0.09 | ) | |
| | | |
| | | |
| | | |
| (1,079 | ) | |
| (0.07 | ) |
| Discrete tax benefit | |
| | | |
| | | |
| | | |
| (863 | ) | |
| (0.06 | ) | |
| | | |
| | | |
| | | |
| (1,250 | ) | |
| (0.07 | ) |
| Non-GAAP basis | |
| | | |
$ | 39,778 | | |
| 10.3 | % | |
$ | 24,836 | | |
$ | 1.42 | | |
| | | |
$ | 38,280 | | |
| 9.5 | % | |
$ | 26,953 | | |
$ | 1.66 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| Operating | | |
| %
of | | |
| | | |
| | | |
| | | |
| Operating | | |
| %
of | | |
| | | |
| | |
| | |
| Revenues | | |
| Income | | |
| Revenues | | |
| | | |
| | | |
| Revenues | | |
| Income | | |
| Revenues | | |
| | | |
| | |
| Revenue and Operating Income by Segment | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Security | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
$ | 254,248 | | |
$ | 28,609 | | |
| 11.3 | % | |
| | | |
| | | |
$ | 264,126 | | |
$ | 30,588 | | |
| 11.6 | % | |
| | | |
| | |
| Restructuring and other charges | |
| | | |
| 2,357 | | |
| 0.9 | % | |
| | | |
| | | |
| | | |
| 403 | | |
| 0.2 | % | |
| | | |
| | |
| Amortization of
acquired intangible assets | |
| | | |
| 3,377 | | |
| 1.3 | % | |
| | | |
| | | |
| | | |
| 2,218 | | |
| 0.8 | % | |
| | | |
| | |
| Non-GAAP basis | |
| | | |
| 34,343 | | |
| 13.5 | % | |
| | | |
| | | |
| | | |
| 33,209 | | |
| 12.6 | % | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Optoelectronics & Manufacturing | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
| 109,461 | | |
| 12,726 | | |
| 11.6 | % | |
| | | |
| | | |
| 119,725 | | |
| 14,222 | | |
| 11.9 | % | |
| | | |
| | |
| Restructuring and other charges | |
| | | |
| 27 | | |
| 0.0 | % | |
| | | |
| | | |
| | | |
| 124 | | |
| 0.1 | % | |
| | | |
| | |
| Amortization of
acquired intangible assets | |
| | | |
| 327 | | |
| 0.3 | % | |
| | | |
| | | |
| | | |
| 147 | | |
| 0.1 | % | |
| | | |
| | |
| Non-GAAP basis | |
| | | |
| 13,080 | | |
| 11.9 | % | |
| | | |
| | | |
| | | |
| 14,493 | | |
| 12.1 | % | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Healthcare | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
| 40,743 | | |
| 1,846 | | |
| 4.5 | % | |
| | | |
| | | |
| 35,128 | | |
| (2,388 | ) | |
| -6.8 | % | |
| | | |
| | |
| Restructuring and other charges | |
| | | |
| 332 | | |
| 0.8 | % | |
| | | |
| | | |
| | | |
| 1,522 | | |
| 4.3 | % | |
| | | |
| | |
| Amortization of
acquired intangible assets | |
| | | |
| 271 | | |
| 0.7 | % | |
| | | |
| | | |
| | | |
| 249 | | |
| 0.7 | % | |
| | | |
| | |
| Non-GAAP basis | |
| | | |
| 2,449 | | |
| 6.0 | % | |
| | | |
| | | |
| | | |
| (617 | ) | |
| -1.8 | % | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Corporate/Elimination | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
| (19,829 | ) | |
| (10,108 | ) | |
| | | |
| | | |
| | | |
| (15,507 | ) | |
| (8,852 | ) | |
| | | |
| | | |
| | |
| Restructuring
and other charges | |
| | | |
| 14 | | |
| | | |
| | | |
| | | |
| | | |
| 47 | | |
| | | |
| | | |
| | |
| Non-GAAP basis | |
| | | |
| (10,094 | ) | |
| | | |
| | | |
| | | |
| | | |
| (8,805 | ) | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| OSI Consolidated | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| GAAP basis | |
$ | 384,623 | | |
| 33,073 | | |
| 8.6 | % | |
| | | |
| | | |
$ | 403,472 | | |
| 33,570 | | |
| 8.3 | % | |
| | | |
| | |
| Restructuring and other charges | |
| | | |
| 2,730 | | |
| 0.7 | % | |
| | | |
| | | |
| | | |
| 2,096 | | |
| 0.5 | % | |
| | | |
| | |
| Amortization of
acquired intangible assets | |
| | | |
| 3,975 | | |
| 1.0 | % | |
| | | |
| | | |
| | | |
| 2,614 | | |
| 0.7 | % | |
| | | |
| | |
| Non-GAAP basis | |
| | | |
$ | 39,778 | | |
| 10.3 | % | |
| | | |
| | | |
| | | |
$ | 38,280 | | |
| 9.5 | % | |
| | | |
| | |
