<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
__________________
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 0-23125
-----------------------------------
OSI SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
California 33-0238801
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
12525 Chadron Avenue
Hawthorne, California 90250
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 978-0516
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period as the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days.
YES X N0
--- ---
As of November 10, 2000 there were 9,356,303 shares of common stock outstanding.
<PAGE>
OSI SYSTEMS, INC.
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE NUMBER
<S> <C>
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets at September 30, 2000
and June 30, 2000 3
Consolidated Statements of Operations for the three months
ended September 30, 2000 and September 30, 1999 4
Consolidated Statements of Cash Flows for the three months
ended September 30, 2000 and September 30, 1999 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 12
</TABLE>
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<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
-------------- --------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $11,472 $10,892
Accounts receivable, net of allowance for doubtful accounts of $842 and $855
at September 30, 2000 and June 30, 2000, respectively 28,394 29,890
Other receivables 1,998 2,184
Inventory 33,169 30,920
Prepaid expenses 1,065 821
Deferred income taxes 1,747 1,807
Income taxes receivable 146 193
-------------- --------------
Total current assets 77,991 76,707
Property and Equipment, Net 13,946 14,248
Intangible and Other Assets, Net 9,129 9,052
Deferred income taxes 3,016 3,016
-------------- --------------
Total $104,082 $103,023
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Bank lines of credit $9,186 $6,079
Current portion of long-term debt 2,615 2,641
Accounts payable 10,383 12,728
Accrued payroll and related expenses 2,498 2,270
Income taxes payable 3,030 1,586
Advances from customers 655 558
Accrued warranties 1,714 1,805
Other accrued expenses and current liabilities 3,494 3,141
-------------- --------------
Total current liabilities 33,575 30,808
Long-Term Debt 7,192 7,698
Deferred Income Taxes 158 164
Minority interest 146
-------------- --------------
Total liabilities 40,925 38,816
Shareholders' Equity
Preferred stock, no par value; authorized, 10,000,000 shares; none issued
and outstanding at September 30, 2000 and June 30, 2000, respectively
Common stock, no par value; authorized, 40,000,000 shares; issued and outstanding
9,356,303 and 9,349,750 shares at September 30, 2000 and June 30, 2000, respectively 47,393 47,357
Retained earnings 18,282 18,787
Accumulated other comprehensive loss (2,518) (1,937)
-------------- --------------
Total shareholders' equity 63,157 64,207
-------------- --------------
Total $104,082 $103,023
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements
-3-
<PAGE>
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
Three months ended September 30,
----------------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Revenues $24,884 $24,955
Cost of goods sold 17,941 17,759
--------- ---------
Gross profit 6,943 7,196
Operating expenses:
Selling, general and administrative 5,617 5,183
Research and development 1,715 1,637
Goodwill amortization 128 127
Restrcuturing costs 1,898
--------- ---------
Total operating expenses 7,460 8,845
--------- ---------
Loss from operations (517) (1,649)
Interest expense, net 304 123
--------- ---------
Loss before provision for income taxes and minority interest (821) (1,772)
Benefit for income taxes (170) (391)
--------- ---------
Loss before minority interest in net loss of subsidiary (651) (1,381)
Minority interest in net loss of subsidiary 146
--------- ---------
Net loss ($505) ($1,381)
========= =========
Loss per common share ($0.05) ($0.15)
========= =========
Loss per common share -assuming dilution ($0.05) ($0.15)
========= =========
Weighted average shares outstanding -assuming dilution 9,355,303 9,521,695
========= =========
</TABLE>
See accompanying notes to consolidated financial statements
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<PAGE>
OSI SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Three months ended September 30,
----------------------------------------------
2000 1999
------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($505) ($1,381)
Adjustments to reconcile net loss to net cash used in
activities:
Depreciation and amortization 1,008 983
Deferred income taxes (24) (17)
Loss on sale of property and equipment 132
Minority interest in net loss of subsidiary (146)
Changes in operating assets and liabilities:
Accounts receivable 1,028 2,379
Other receivables 151 (222)
Inventory (2,698) (227)
Prepaid expenses (255) (413)
Accounts payable (2,124) (2,422)
Accrued payroll and related expenses 273 (174)
Income taxes payable 1,479 53
Prepaid income taxes receivable 75 (540)
Advances from customers 109 (166)
Accrued warranty (86) 69
Other accrued expenses and current liabilities 404 793
------------- ----------------
Net cash used in operating activities (1,179) (1,285)
------------- ----------------
Cash flows from investing activities:
Purchases of property and equipment (574) (616)
Proceeds from sale of property and equipment 17
Proceeds from sale of marketable securities available for sale (2)
Decrease in equity investments 39
Cash paid for business acquisitions, net of cash acquired (441) (776)
Others 2
------------- ----------------
Net cash used in investing activities (996) (1,355)
------------- ----------------
Cash flows from financing activities:
Net proceeds from bank lines of credits 3,135 4,245
Payments on long-term debt (531) (46)
Proceeds from exercise of stock options and warrants 36 26
Purchase of treasury stock (1,167)
------------- ----------------
Net cash provided by financing activities 2,640 3,058
------------- ----------------
Effect of exchange rate changes on cash 115 24
------------- ----------------
Net increase in cash and cash equivalents 580 442
Cash and cash equivalents, beginning of period 10,892 7,241
------------- ----------------
Cash and cash equivalents, end of period $11,472 $7,683
============= ================
Supplemental disclosures of cash flow information -
Cash paid/(received) during the period for:
Interest, net $163 $47
Income taxes ($1,714) $95
</TABLE>
See accompanying notes to consolidated financial statements
-5-
<PAGE>
OSI SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General - OSI Systems, Inc. and its subsidiaries (collectively, the "Company")
is a vertically integrated worldwide provider of devices, subsystems and end-
products based on optoelectronic and silicon pressure-sensor microstructure
technology. The Company designs and manufactures optoelectronic and silicon
pressure-sensor devices and value-added subsystems for original equipment
manufacturers in a broad range of applications, including security, medical
diagnostics, telecommunications, gigabit ethernet and fiber channel systems,
gaming, office automation, aerospace, computer peripherals and industrial
automation. In addition, the Company utilizes its optoelectronic technology and
design capabilities to manufacture security and inspection products that it
markets worldwide to end users under the "Rapiscan" and "Secure" and "Metor"
brand names. These products are used to inspect people, baggage, cargo and other
objects for weapons, explosives, drugs and other contraband. The Company also
manufactures and sells densitometers which are used to provide bone loss
measurements in the diagnosis of osteoporosis.
Consolidation - The consolidated financial statements include the accounts of
OSI Systems, Inc. and its majority-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
These financial statements have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "Commission"). Certain information and footnote disclosures normally
included in annual financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. However, in the opinion of management all adjustments,
consisting of only normal and recurring adjustments, necessary for a fair
presentation of the financial position and the results of operations for the
periods presented have been included. These consolidated financial statements
and the accompanying notes should be read in conjunction with the audited
consolidated financial statements and accompanying notes for the fiscal year
ended June 30, 2000 included in the Company's Annual Report on Form 10K as filed
with the Commission on September 27, 2000. The results of operations for the
three months ended September 30, 2000 are not necessarily indicative of the
results to be expected for the fiscal year ending June 30, 2001.
Recent Developments - In August 2000, the Company acquired substantially all the
assets of Square One Technology for total consideration consisting of: $228,000
in cash, a $30,000 advance for future royalties, the return of the Square One
stock held by the Company with a carrying value of $259,000, and an agreement to
pay royalties equal to ten percent of net sales of the Square One products in
the next five years, up to a
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<PAGE>
maximum of one million dollars. The cash consideration of $228,000 approximates
the fair value of the tangible assets acquired. Additional consideration, if
any, will be recorded as intangible assets, and will be amortized over a period
of twenty years.
In September 2000, the Company acquired an additional equity interest,
representing approximately 10% of the ownership of OSI Medical Inc., for
$183,000. This amount was recorded as goodwill based on the estimated fair value
of the underlying net assets and is being amortized over a period of twenty
years. With this additional equity investment, the Company increased its common
stock ownership in OSI Medical Inc. to approximately 64%.
New Accounting Pronouncements - In December 1999, the Securities and Exchange
Commission issued Staff Accounting Bulletin 101, Revenue Recognition In
Financial Statements ("SAB 101"). SAB 101 provides guidance on applying
generally accepted accounting principles to revenue recognition in financial
statements. The Company will adopt SAB 101 as required in the fourth quarter of
fiscal 2001. The Company is currently evaluating the impact of adopting SAB 101,
and does not expect it to have a material impact on the Company's financial
position or result of operations.
Effective July 1, 2000, the Company adopted FASB Statement No. 133, Accounting
for Derivative Instruments and Hedging Activities ("FAS 133"). FAS 133 requires
that all derivative financial instruments, such as foreign exchange contracts,
be recognized in the financial statements and measured at fair value regardless
of the purpose or intent for holding them. Changes in the fair value of
derivative financial instruments are either recognized periodically in income or
shareholders' equity (as a component of comprehensive income), depending on
whether the derivative is being used to hedge changes in fair value or cash
flows. The adoption of FAS 133 did not have a material effect on the Company's
financial position or result of operations for the quarter ended September 30,
2000.
Financial Instruments - The Company enters into forward foreign exchange
contracts principally to hedge currency fluctuation in transactions denominated
in foreign currencies, thereby limiting the Company's risk that would otherwise
result from changes in exchange rates. The periods of the forward foreign
exchange contracts correspond to the periods of the hedged transactions. The
Company does not use the contracts for trading purposes. As of September 30,
2000, the total notional amount of all outstanding foreign exchange contracts
was $509,000. The estimated fair value of foreign currency contracts was not
material.
Inventory - Inventory is stated at the lower of cost or market; cost is
determined on the first-in, first-out method. Inventory at September 30, 2000
and June 30, 2000 consisted of the following (in thousands):
-7-
<PAGE>
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
------------- ------------
<S> <C> <C>
Raw Materials............................................... $18,405 $16,877
Work-in-process............................................. 6,005 6,619
Finished goods.............................................. 8,759 7,424
------------- ------------
Total........................................ $33,169 $30,920
============= ============
</TABLE>
Earnings Per Share. Earnings per common share is computed using the weighted
average number of shares outstanding during the period. Earnings per common
share-assuming dilution, is computed using the weighted average number of shares
outstanding during the period and dilutive common stock equivalents from the
Company's stock option plans.
The following table reconciles the numerator and denominator used in calculating
earnings per common share and earnings per common share-assuming dilution.
<TABLE>
<CAPTION>
For the quarter ended September 30
----------------------------------------------------------------------------------
2000 1999
---------------------------------------- -----------------------------------------
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ---------- -------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Earnings per common share
Income available to
common stockholders ($505,000) 9,355,303 ($0.05) ($1,381,000) 9,521,695 ($0.15)
======== ========
Effect of Dilutive Securities
Options, treasury stock method
Earnings per common share assuming dilution
Income available to common
stockholder, assuming dilution ($505,000) $9,355,303 ($0.05) ($1,381,000) 9,521,695 ($0.15)
========== ========== ======== ============ ========== ========
</TABLE>
Comprehensive Income - Comprehensive income is computed as follows (in
thousands):
<TABLE>
<CAPTION>
For the quarter ended September 30,
2000 1999
--------- --------
<S> <C> <C>
Net income ($505) ($1,381)
--------- --------
Other comprehensive income, net of taxes:
Foreign currency translation adjustments (581) 493
Unrealized gains on marketable securities available for sale 59
--------- --------
Other comprehensive income (581) 552
--------- --------
Comprehensive income ($1,086) ($829)
========= ========
</TABLE>
-8-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Cautionary Statement
Statements in this report that are forward-looking are based on current
expectations, and actual results may differ materially. Forward-looking
statements involve numerous risks and uncertainties that could cause actual
results to differ materially, including, but not limited to, the possibilities
that the demand for the Company's products may decline as a result of possible
changes in general and industry specific economic conditions and the effects of
competitive pricing and such other risks and uncertainties as are described in
this report on Form 10-Q and other documents previously filed or hereafter filed
by the Company from time to time with the Securities and Exchange Commission.
Results of Operations
Revenues. Revenues consist of sales of optoelectronic and pressure sensor
devices and subsystems, medical imaging systems and security and inspection
products. Revenues are recorded net of all inter-company transactions. Revenues
decreased by 0.3% to $24.9 million for the three months ended September 30, 2000
compared to $25.0 million for the comparable prior year period. Revenues for the
three months ended September 30, 2000 from optoelectronic and pressure sensor
devices, subsystems and medical imaging systems were $13.5 million or
approximately 54.1% of the Company's revenues and revenues from security and
inspection products were $11.4 million or approximately 45.9% of the Company's
revenues.
Gross Profit. Cost of goods sold consists of material, labor and manufacturing
overhead. Gross profit decreased by $253,000, or 3.5%, to $6.9 million for the
three months ended September 30, 2000 from $7.2 million for the three months
ended September 30, 1999. As a percentage of revenues, gross profit decreased to
27.9% for the three months ended September 30, 2000 from 28.8% for the three
months ended September 30, 1999. The decrease in gross margin was mainly due to
product mix.
Selling, General and Administrative. Selling, general and administrative
expenses consisted primarily of compensation paid to sales, marketing, and
administrative personnel, professional service fees, and marketing expenses. For
the three months ended September 30, 2000, such expenses increased by $434,000,
or 8.4%, to $5.6 million from $5.2 million for the three months ended September
30, 1999. As a percentage of revenues, selling, general and administrative
expenses increased to 22.6% for the three months ended September 30, 2000 from
20.8% for the three months ended September 30, 1999. The increase in expenses
was due primarily to increased legal expenses and exchange rate transaction
losses due to the relatively strong U.S. dollar compared to U.K. pound sterling.
-9-
<PAGE>
Research and Development. Research and development expenses include research
related to new product development and product enhancement expenditures. For the
three months ended September 30, 2000, such expenses increased by $78,000, or
4.8%, to $1.7 million from $1.6 million for the three months ended September 30,
1999. As a percentage of revenues, research and development expenses increased
to 6.9% for the three months ended September 30, 2000 from 6.6% for the three
months ended September 30, 1999. The increase was due primarily to increased
research spending for medical products.
Restructuring Costs. In August 1999, the Company decided to close the operations
of Osteometer in Denmark, and relocate certain of these operations to the
Company's U.S. facilites. In the quarter ended September 30, 1999, the Company
recorded restructuring costs of $1.9 million related to the closure of the
Osteometer facility in Denmark. These costs were associated primarily with the
termination of certain employees, commitments and other facility closure costs.
The Company has completed the closure of the Osteometer facility in Denmark and
does not anticipate any future expenses.
Loss from Operations. For the three months ended September 30, 2000, loss from
operations was $517,000 compared to loss of $1.6 million for the three months
ended September 30, 1999. Excluding the non-recurring restructuring costs of
$1.9 million, income from operations for the three months ended September 30,
1999 was $249,000. Income from operations decreased due to increased selling,
general and administrative expenses, increased research and development expenses
and a decrease in gross profit.
Interest Expense. For the three months ended September 30, 2000, the Company
incurred net interest expense of $304,000 compared to $123,000 for the three
months ended September 30, 1999. The net interest expense for the three months
ended September 30, 2000, was due to increased borrowing on the Company's lines
of credit and a reduction in short term investments used for working capital and
acquisitions.
Benefit for Income Taxes. For the three months ended September 30, 2000, the
Company had an income tax benefit of $170,000 compared to $391,000 for the three
months ended September 30, 1999. As a percentage of loss after minority interest
and before benefit for income taxes, the benefit for income taxes was 25.2% for
the three months ended September 30, 2000 compared to 22.1% for the three months
ended September 30, 1999. The Company's effective tax rate varies primarily due
to a mix in income from U.S. and foreign operations and utilization of
previously unrealized net operating losses.
Net Loss. For the reasons outlined above, the net loss for the three months
ended September 30, 2000 was $505,000 compared to the net loss of $1.4 million
for the three months ended September 30, 1999.
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<PAGE>
Liquidity and Capital Resources
The Company's operations used net cash of $1.2 million during the three months
ended September 30, 2000. The amount of net cash used in operations reflects
increases in inventory, prepaid expenses and reduction in accounts payable. Net
cash used in operations was offset in part by a reduction in accounts
receivables and other receivables and an increase in accrued payroll and related
expenses, income taxes payable and other accrued expenses and current
liabilities.
Net cash used in investing activities was $996,000 and $1.4 million for the
three months ended September 30, 2000 and 1999, respectively. In the three
months ended September 30, 2000 and 1999, respectively, the net cash used in
investing activities reflects primarily cash used in business acquisitions and
purchases of property and equipment.
Net cash provided by financing activities was $2.6 million and $3.1 million for
the three months ended September 30, 2000 and 1999, respectively, in each case
primarily in the form of net borrowing from bank lines of credit. In the three
months ended September 30, 1999, net cash provided by financing activities was
offset in part by the purchase of treasury stock.
In March 1999, the Company announced a stock repurchase program of up to
2,000,000 shares of its common stock. Through November 10, 2000, the Company
repurchased 490,500 shares at an average price $4.60 per share. The stock
repurchase program did not have a material effect on the Company's liquidity and
is not expected to have a material effect on liquidity in subsequent quarters.
During fiscal 2000, the Company retired the treasury shares. The shares are
disclosed as a deduction from common shares in the accompanying financial
statements.
The Company anticipates that current cash balances, anticipated cash flows from
operations and current borrowing arrangements will be sufficient to meet its
working capital, stock repurchase program and capital expenditure needs for the
foreseeable future. The Company was in violation of two covenants for the three
months ended September 30, 2000. The covenants were waived by the bank for the
three months ended September 30, 2000 only. As of September 30, 2000,
outstanding amounts under this agreement were $8.4 million for lines of credit
and $9.7 million for term loans.
Foreign Currency Translation. The accounts of the Company's operations in
Singapore, Malaysia, England, Denmark, Finland, Norway and Canada are maintained
in Singapore dollars, Malaysian ringgits, U.K. pounds sterling, Danish kroner,
Finnish markka, Norwegian kroner and Canadian dollars, respectively. Foreign
currency financial statements are translated into U.S. dollars at current rates,
with the exception of revenues, costs and expenses, which are translated at
average rates during the reporting period.
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<PAGE>
Gains and losses resulting from foreign currency transactions are included in
income, while those resulting from translation of financial statements are
excluded from income and accumulated as a component of shareholder's equity. Net
foreign currency transaction (losses) gains of approximately ($152,000) and
$89,000 were included in income for the three months ended September 30, 2000
and 1999, respectively.
Inflation. The Company does not believe that inflation has had a material impact
on its September 30, 2000 results of operations.
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
27. Financial Data Schedule
b. Reports on Form 8-K
None
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 thereunto duly authorized, in the City of Hawthorne, State of
California on the 14th date of November 2000.
OSI Systems, Inc.
-----------------
By: /s/ Deepak Chopra
---------------------------
Deepak Chopra
President and
Chief Executive Officer
By: /s/ Ajay Mehra
---------------------------
Ajay Mehra
Vice President and
Chief Financial Officer
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