OSIS

Thank you. I will now turn the conference over to Alan Edrick, Chief Financial Officer. You may begin.

Thank you. Good afternoon, thank you for joining us. I'm Alan Edrick, Executive Vice President and CFO of OSI Systems, and I'm here today with A.J. Mehra, OSI's President and CEO. Welcome to the OSI Systems' Fiscal 26 third quarter conference call. We are pleased that you can join us as we review our financial and our operational results. Before we discuss these results, I would like to remind everyone that today's discussion will include forward-looking statements, and the company wishes to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to such forward-looking statements. All forward-looking statements made in this call are based on currently available information, and the company undertakes no obligation to update any forward-looking statement based upon subsequent events, new information, or otherwise.

We will also reference both GAAP and non-GAAP financial measures applicable reconciliations are available in today's earnings release. We delivered solid 3rd quarter financial results, setting fiscal Q3 records across multiple metrics despite facing the most challenging year-over-year comparison of fiscal 2026, primarily driven by our Mexico contracts. The company's revenues reached a fiscal Q3 record of $453 million and non-GAAP earnings per diluted share set a fiscal Q3 record of $2.60. Importantly, excluding revenues generated by the large Mexico security contracts in both periods, security revenues grew 25% year-over-year. Our Optoelectronics and Manufacturing division also performed well, posting 10% growth and a Q3 record for that division. Bookings were strong, with a 1.3 book-to-bill ratio driven by both security and opto resulting in a record backlog, highlighted by the previously announced Homeland Defense award about which A.J. Mehra will provide more information shortly.

On the cash side, we generated $14 million in fiscal Q3 operating cash flow despite limited collections in the quarter on the receivables in Mexico. Shortly after quarter end, we collected approximately $74 million of the largest Mexico receivable, a strong start to Q4 cash flow. Before diving more deeply into our financial results and discussing our outlook for fiscal 2026, I will turn the call over to A.J. Mehra for our business and operational discussion.

Thanks, Alan, and thank you everyone for joining us today. I'm pleased to be here to discuss our third quarter results for fiscal 2026. We delivered another quarter of solid execution and ended the quarter with a backlog of approximately $1.9 billion, the highest in the company's history. We remain focused on execution, leveraging our strengths in key markets, and utilizing our global operating model as we finish Q4 and head into fiscal 2027. Let's turn to our businesses to discuss Q3 performance in more detail, starting with security. As expected, Q3 performance was up against difficult year-over-year comparisons, primarily due to our Mexico programs transitioning from significant product sales to long-term related service and support revenues. Despite that, security performed well with solid bookings, top-line growth, and operating margin expansion.

We continue to be very active with customers across aviation, ports and borders, and defense-related applications. Bookings were highlighted by a sizable award from Homeland Defense of an Undefinitized Contract Action, or UCA, with a not-to-exceed value of approximately $235 million for the production and integration of Homeland Defense Over-the-Horizon Radar Transmit Subsystem. We continue to build strong traction with our RF-engineered solutions and are hopeful that there may be additional opportunities in this area for future business. These capabilities position us well to further support Golden Dome, the U.S. initiative to create an integrated missile defense system. As you know, we are a participant in the $151 billion SHIELD IDIQ, which we announced last quarter, and we look forward to the opportunities that may arise from this initiative.

During Q3, we also received several international awards for cargo and vehicle inspection systems and airport screening solutions. In addition, we were an integral part of the security at the Milan Winter Olympic Games, providing our products to screen participants, officials, fans, as well as their baggage and cargo. Towards the latter half of Q3, we began to see initial impacts from conflict in the Middle East. Certain programs' activities have been delayed by factors such as logistic constraints, travel restrictions and heightened security protocols. Certain customers in the region are facing pressure from disruptions tied to the conflict. If the situation persists, we could see further impact on the timing of order intake and project completion timelines. That said, once the region stabilizes, we could potentially see even stronger demand for our security solutions.

In the U.S., the order activity for security products was impacted during the quarter by the shutdown at DHS, which delayed the procurement of our products and services to support U.S. border initiatives. Now that the shutdown has ended, we are hopeful for order patterns to normalize over the coming weeks and months. I want to emphasize here that these are timing-related dynamics rather than changes in the underlying demand. In the U.S., we're also excited about the potential of our security solutions for high-profile upcoming events, such as the FIFA World Cup 26 soccer tournament and the 2028 Olympics. Furthermore, in the U.S., the roughly $1 billion outlined in the One Big Beautiful Bill for NII equipment remains a significant growth opportunity. Of course, during the shutdown, the spending resulting from this bill was delayed in Q3.

Turning to Optoelectronics and Manufacturing, Q3 performance was again strong as revenues increased 10% year-over-year with the book-to-bill ratio well exceeding 1. In March, Opto received a $40 million award for the electronic subassemblies from a medical OEM, a significant award in a division where most orders are under $5 million. Customers continue to value a vertically integrated model and global manufacturing footprint as they diversify supply chains and launch new products. Our global manufacturing footprint across Malaysia, Indonesia, India, Canada, Mexico, the U.K., and the U.S. allows us to offer customers attractive combinations of value and scalability. Opto's backlog remains at record levels, providing great long-term visibility across aerospace, defense, medical, industrial, and other end markets. Finally, our Healthcare division, which continues its path of improving operations and focusing on new product development.

In Q3, Healthcare was adversely impacted by order timing, most notably in the U.S., resulting in lower sales and profitability. On the flip side, we did see growth in the EMEA region during the quarter. As you may know, Healthcare's products generally carry the highest contribution margins at OSI, so even modest revenue growth has an outsized impact on profitability. Looking at OSI Systems overall, our financial position remains strong. The robust and growing backlog, year-to-date cash flow generation, and a healthy balance sheet give us continued confidence in the company's prospects. In addition to large program opportunities highlighted earlier, we remain focused on increasing our mix of recurring revenues through expanded service and support agreements. As always, I would like to thank our employees, customers, and stockholders for their continued support and dedication.

With that, I will turn the call over to Alan to discuss our financial results in more detail before we open the call for questions. Thank you.

Well, thank you, Ajay. Now let's review in greater detail the financial results for Q3. Let's begin with a look into our revenues by division. Security division revenues in Q3 came in at $319 million, driven by higher service revenues, an increased contribution from the RF business, which has been effectively integrated into our overall operations, and increased aviation product revenues. As expected, revenues from our large Mexico security contracts decreased to $11 million in Q3 fiscal 2026 from $69 million in Q3 of the prior year. Excluding the Mexico contracts, Security revenues surged 25% year-over-year, reflecting healthy growth across the broader security portfolio. Fiscal Q4 is expected to experience a reduced revenue impact from Mexico in comparison to Q3, with the magnitude of this headwind expected to largely roll off as the company enters fiscal 2027.

Our Optoelectronics and Manufacturing division had another excellent quarter. Opto sales, including intercompany, increased 10% year-over-year to $111 million, a new Q3 record for this division. As described earlier, Healthcare division sales were soft. Our Q3 fiscal 2026 gross margin was 33%, slightly down from the same quarter in the prior year as a less favorable revenue mix on product sales outweighed an increase in gross margin from higher service revenues. Our margins can fluctuate based on product and service mix and volume, supply chain costs, FX, tariffs, among other factors. Moving on to operating expenses.

SG&A expenses in the 2026 third fiscal quarter were $71.5 million, down 2% from the prior year fiscal Q3, and representing 15.8% of sales, compared to 16.5% of sales in Q3 last fiscal year. We continue to work diligently across all divisions to manage our SG&A cost structure efficiently. R&D expenses in Q3 were $19.5 million, or 4.3% of revenues, up from $18.6 million, or 4.2% of revenues in the same quarter last year. This increase stems from our commitment to investing in innovation, resulting in market-leading offerings in security and positioning OSI well for the future. We expect to continue our heightened R&D efforts to advance key initiatives.

Even with these R&D investments, our combined SG&A and R&D expenses as a percentage of sales have decreased annually for each of the past eight years, underscoring our ability to drive operating efficiencies while still funding growth initiatives. Now, moving below the operating line. Interest and other expenses net in fiscal Q3 was $4 million, down from $8.2 million in the same quarter the prior year, primarily due to reduced borrowing costs. Our effective tax rate under GAAP was 18.3% in this Q3 versus 14.3% in Q3 last year. Excluding discrete tax items, our normalized effective tax rate, which is the rate used in calculating non-GAAP EPS, was 23.6% in Q3 this year compared to 23.7% in the same prior year quarter.

On a non-GAAP basis, our Q3 2026 adjusted operating margin of 14% was comparable on a sequential basis from Q2 and slightly below the prior year third fiscal quarter. The Security Division's adjusted operating margin expanded from 18.1% in Q3 last year to 18.3% in Q3 of fiscal 2026, driven by growth in higher margin security service revenues combined with reduced operating expenses. This, though, was offset by the other two divisions. The Opto adjusted operating margin decreased to 13.5% in Q3 this fiscal year from 14.0% in last year's fiscal Q3 on a less favorable mix of revenues. The adjusted operating margin of our Healthcare Division was negligible due to the sales level. As Ajay Mehra mentioned, we expect margin recovery as Healthcare performance improves. Moving to cash flow and the balance sheet.

We generated $14 million in Q3 operating cash flow despite limited collections in the quarter on our largest receivable in Mexico. As mentioned earlier, not long after quarter end, we received a payment of approximately $74 million from our largest Mexico customer providing a strong start to our Q4 cash flow. Operating cash flow for the first nine months of fiscal 2026 was just shy of the amount for all of fiscal 2025. DSO increased 7% from fiscal Q2. Current expectations are that DSO will decrease by fiscal year-end. We expect substantial cash inflows in Q4 and into fiscal 2027 as we continue to collect on the Mexico receivables, which should lead to sizable operating cash flow and strong free cash flow conversion. CapEx in Q3 was $8 million, while depreciation and amortization expense was $9.5 million. Our balance sheet remains solid.

We ended the quarter with $345 million in cash. Our net leverage at the end of Q3 fiscal 2026 was approximately 2.2, as calculated under our credit agreement. Turning to our guidance. We are maintaining our fiscal 2026 guidance for revenues and non-GAAP earnings per share. The recent shutdown of the Department of Homeland Security and the conflicts in the Middle East have impacted short-term bookings and could impact near-term Q4 revenues, though looking out further, resolution of each of these matters, one of which has just been done, could potentially represent future opportunities for the company. We note that our fiscal 2026 non-GAAP diluted EPS guidance excludes any impact of potential impairment, restructuring and other costs, amortization of acquired intangible assets and their associated tax effects, and discrete tax and other non-recurring items. We currently believe this guidance reflects reasonable estimates.

The actual impact on the company's financial results of timing changes on the expected conversion of backlog to revenues, new bookings, timing of cash collections, tariffs, the recent DHS shutdown, the conflicts in the Middle East, and supply chain disruptions among other factors, is difficult to predict and could vary significantly from the anticipated impact currently reflected in our guidance. Actual revenues and non-GAAP EPS per diluted share could also vary from the guidance indicated above due to other risks and uncertainties discussed in our SEC filings. In summary, we delivered a record fiscal Q3 driven by our two largest divisions, a record backlog providing multi-period visibility, and we also made a meaningful cash collection in the beginning of Q4 that further enhances our balance sheet.

We remain committed to operational excellence as we grow our businesses and deliver innovative products and solutions to our customers. We aim to invest in key strategic areas with the goal of driving long-term value for our shareholders. Once again, we thank the entire global OSI team for their dedication to supporting our customers and partners. Their efforts are what make our results possible. At this time, we'd like to open the call to questions.

Thank you. As a reminder, to ask a question, you will need to press Star, then the number one on your telephone keypad. If you would like to withdraw your question, press star one again. Your first question comes from the line of Lawrence Solow with CJS Securities. Your line is open.

Great. Good afternoon. I guess the first question, we know Mexico is going to be pretty slow, the 25% growth you've seen outside Mexico, where's that coming from, I guess geographically and just on the product mix? Is most of that still, you know, ports and borders, vehicle inspection or where? I'm just kind of trying to figure out, you know, if you could parse out, give us a little color on the origin of the growth.

Larry, this is Alan. Good question. We're seeing a growth in a bunch of different areas. First off, geographically, we're seeing most of the growth internationally. You know, as we look forward with the ending of the DHS shutdown, we foresee the U.S. picking up steam significantly as we enter fiscal 27. But to date, most of the growth has been driven internationally. And we're seeing it across, you know, a wide variety of our areas. We're seeing our service revenues increase nicely. We're seeing our aviation revenues, increase nicely. We're seeing our RF revenues, increase nicely. And that's predominantly what's driven, you know, most of the growth that we're seeing, you know, outside of Mexico, as you mentioned.

And the RF contract that you got, the Golden Dome contract that you announced, you announced it at the end of April, I guess it was in your. Was it actually obtained before the end of the quarter? Cause that sounds like that order is clearly in the backlog in the book-to-bill for the quarter, correct?

Yes, it came in. This is A.J. It came in at the end of March.

Gotcha. I guess you were just delayed because of the government shutdown or any reason why that release wasn't put out?

Larry, it just takes a little bit of time to go through the various sequences in order to get a press release out and get the appropriate approvals to do so.

Understood. Fair.

Yep.

Gotcha. Just on the government shutdown or delays and whatnot, it sounds like certainly it's impacted your bookings a little bit to date, maybe a little bit more Q4. Has it impacted revenue at all to date? It sounds like maybe no, but there is potential in Q4. Is that kind of what I hear?

I, you know, I think that, you know, what I, what I pointed out earlier was, you know, yes, it's impacted some bookings, but really, it's a timing issue. I mean, that's really what it is. You know, we think that those bookings and like I said, the $1 billion, you know, Big Beautiful Bill is still sitting there.

Sure.

Yeah, you know, it did. I think in Q4, we're hoping things, you know, things start loosening up for the next few weeks, to a few months. You know, it may have a slight impact, but we'll wait and see.

Great. Okay. Thanks, Ajay. I appreciate that.

Your next question comes from the line of Christopher Glynn with Oppenheimer. Your line is open.

Hey, thanks. Good afternoon. Just wanna ask about the services revenue. I know it wasn't going to be totally linear, but it was about 5% growth and had been consistently strong double digits. My understanding was, following significant sustained backlog growth for a few years, that this would probably be double-digit growth or compound pretty consistently. Is that still an appropriate view, or should we view it as maybe kind of stepping down to the single-digit profile going forward for services?

This is Alan. Good question. What we saw throughout calendar 2025 for 4 straight quarters was very strong double-digit growth in service revenues as our installed base increased significantly. In this particular quarter, we had mid-single digit growth in our service revenue coming off of a little bit more difficult comp. It also has to do with sort of the timing of some of the installations that were done in prior quarters versus this quarter. As we look forward, we continue to expect to see very strong service revenues. I think there'll be certain periods where we'll see good double-digit growth. There'll be other periods where it's single digit.

Overall, we expect to see nice growth in our service revenues, which is nice 'cause it inherently carries a higher margin associated with it.

Okay. Alan, sounds like you expect it generally over the next year or two to be outgrowing equipment. Is that right?

It can be. It all depends.

Okay. I get it.

As we, you know, begin to-

It's getting a little nebulous. Yeah. Yeah. Not trying to pin you down.

We expect.

Just trying to hear you.

Strong product revenue growth as well.

Yeah. Yep.

With the strong product revenues we're expected to have as well.

Okay. On security margins, you've kind of effectively run down the Mexico revenues, which you've described as, you know, really efficient production runs. Should services be in a pretty consistent margin expansion trajectory from here?

The question is will the service margin continue to increase from here?

Yeah, now that, you know, you've had 2 years where it's been kind of flat down slightly as you've kind of wound down the Mexico revenue, which you've described as very efficient production runs. Now that that's all kind of taken out of the base period and you continue scaling, just wondering if there's any reason why we shouldn't expect, you know, kind of consistent margin expansion of Security from here.

Goal in Security is always to couple top-line growth with an operating margin expansion. That's what we look to do over the long term. You know, there'll be certain quarters or periods where based upon the mix of the revenues, particularly the mix of the product revenues, may not necessarily lead to that end result. Over a longer-term basis, that's absolutely the goal and the intent of the company.

Okay, great. Thank you.

Your next question comes from the line of Josh Nichols with B. Riley. Your line is open.

Yeah, thanks for taking my question. Great to see the record backlog and book-to-bill yet again. You know, despite the DHS shutdown, now that that's back open again, just curious, are there any specific mechanisms by which, like, the CBP procurement resumes post-shutdown? Do you expect there to be a relatively quick uptick in order activity between now and your fiscal year-end at the end of June?

This is AJ. I think it's gonna be relatively quick over the next few weeks, maybe some months. There's really no restriction that we can see that they can't resume stuff. It's just people coming back in, take some time to, you know, get everybody working and, you know, concentrating on letting out orders and sort of where the funding's gonna come from. We feel good about it, you know, I think over the next few weeks, time will tell. We are very encouraged that the shutdown is over.

Wanted to touch on, two things for my last two-part question. One, this $235 million Homeland Defense contract, I think that's much larger than anyone was anticipating. You touched on SHIELD. Do you see any other large opportunities within that piece of potential business that you think the company is in good position to secure? Lastly, Alan, a question on post the $74 million Mexico account receivable that you guys got. How would you characterize the Mexico-related AR levels today?

I'll take the first part. You know, we obviously are very happy and proud of this contract we got. It basically demonstrates, you know, our technical expertise out there. Some of the products we have there, we're well considered by the government and other customers. You know, yeah, there are opportunities out there. You know, I'm not gonna sit here and try to quantify them. It's a very new market. We're all looking at it. You know, I think by the size of the order and what the future holds, you know, we'll wait and see over the next, over the next few quarters. It's a great start, and we feel very good about it.

This is Alan. To the second part of your question, Josh, on the Mexico receivable. With the recent receipt of the $74 million, it certainly, you know, reduces the Mexico receivable balance. That being said, there's ample opportunities for significant cash flow as we collect on this receivable, you know, over the coming months and quarters. We would expect the, you know, the free cash flow conversion to be, you know, quite outstanding here over the foreseeable future.

Appreciate the detail. Thanks, guys.

Your next question comes from the line of John Godin with Citigroup. Your line is open.

Hi, this is Bradley Eyster on for John Godin. Thanks for taking my question. I just wanna take a step back and look bigger picture on the opportunities you're seeing, particularly around the airport security demand side. I appreciate that you touched upon the potential supply chain challenge that you're seeing, given the dynamic macro environment. In that same school of thought, with the reduction of flight capacity to various degrees, concerns over jet fuel cost availability, and I know it's still early days, but have you guys seen any impact to the demand for these services? Has there been any timing impacts creeping up from this?

I mean, it's a great question. You know, I think overall, like, you know, after, you know, after a conflict ends, you know, unfortunately, being in the security business, it's always that things tend to pick up. You know, are there some temporary disruptions in in the Middle East, et cetera, because of aviation? Yes. I think we've got to look at it from a overall standpoint that as and when this gets put behind us, we think we'll see not just aviation or overall, we think we'll see an uptick potential in our business.

Got it. Appreciate the color. I just wanna touch upon the opportunities on Golden Dome and Shield that you're pursuing. I'm just kinda curious, more in the medium and longer term here, potentially, how would you, like, kind of, measure out the kind of landscape here for the RF contraction side specifically? I'm just curious what kind of a update you can provide, any kind of traction or interest being for customers here would be helpful.

Oh, I think that, you know, we've been talking about it for, you know, for several quarters. Like I said, we're, you know, this initial contract has been very good for us. We announced smaller contracts, you know, last quarter. We think there's a lot of momentum going forward, but, honestly, I think, there's a limited amount what we can talk about because of, what type of contracts these are. You know, I think the future looks good. The timing, we'll just have to wait and see.

Great. Appreciate all the color. Thank you.

Your next question comes from the line of Seth Seifman with J.P. Morgan. Your line is open.

Hi, good afternoon. This is Rock, one for Seth. Should we think about the Homeland award and possible similar awards in the future as supporting the longer term growth in the Opto segment? How should we be thinking about the top line growth in 2027 following the low double-digit pace this year? Could it be one of the faster growers next year?

First of all, you know, this is in the Security division. The Golden Dome, that's where it falls. You know, on the Opto side, you know, we think that, yes, there is, you know, room for potential growth as we go forward. You know, we talked about it before. There's definitely a movement away from, away from China. With our capabilities, like I mentioned in my remarks, all over the world, not just in Asia, but in Europe and, and the U.S., from a manufacturing basis, we provide a lot of flexibility to our customers. You know, you know, we feel good as we move forward. Obviously, you know, there are always, you know, a little bit of ups and downs there, but overall, I think Opto is in a good position.

Great. Thank you.

Once again, everyone, if you would like to ask a question, press star one on your telephone keypad. Your next question comes from the line of Jeff Martin with ROTH Capital. Your line is open.

Thanks. Good afternoon, AJ and Alan. Wanted to dive into the RF business a bit more. Are you able, Alan, to give us the revenue number from that business for the quarter? I believe you were ramping up additional production facilities there. Curious where you're at today in production capacity relative to the Homeland Defense contract.

Go through the actual numbers, but, you know, we started ramping up the production capabilities and moved into new facilities, you know, over the last several months. We made that decision a while ago, and frankly, you know, looks like a very good decision. We've ramped up that capacity. We keep on ramping it up. Like I said, you know, we're in a new facility, and we feel good about what we could do and offer the government in terms of being able to turn around product a lot faster than we were able to maybe, you know, one year or two ago. You wanna take the second part, Alan?

Sure. Yeah, we were pleased, we were pleased, Jeff, with the revenues in the RF business. I believe it was a new record for us. We did about $38 million in the quarter, so the run rate of that business has significantly increased since the time of acquisition, you know, 18 months or so ago. We're very pleased with the trajectory.

That's helpful. Thank you. I know you're not in a position to really give any guidance beyond this year, but just curious qualitatively how you're thinking about growth and your growth prospects in fiscal 2027 and 2028.

This is Alan. Good question. You're right, we'll be giving our guidance for fiscal 2027 on our next call in August. You know, that being said, we're optimistic for growth as we move into our new fiscal year just 2 months from now. We're excited to close out Q4 in fiscal 2026. With the strong backlog and robust opportunity pipeline that we have out there, fiscal 2027 could be a very exciting year for us.

Last one for me is, you've been historically a very value-oriented buyer on the M&A front. A lot of those have produced very good returns. I think the RF business is case in point. Just curious if you're seeing other opportunities out there that are similarly interesting, and are there areas, you know, from either a market expansion standpoint or a technology expansion standpoint that you're looking at that could, you know, move the needle over the next couple of years here?

Well, you know, we're always looking at opportunities. I mean, that's just, you know, part of it. As Alan's pointed out before, we have, you know, we have a lot of dry powder available for us. I think we look at, from a technology standpoint, obviously, we wanna make sure that, you know, 1 plus 1, you know, everybody says 3. I'll always say maybe more. You know, there are opportunities. I really don't wanna get into specifics, but, we're always actively looking and but we're not gonna do anything unless we feel it really makes a difference from a strategic, as well as from a, you know, business, perspective as we move forward.

Thank you.

There are no further questions at this time. That concludes the Q&A session.

Once again, thank you all for attending our conference call. We look forward to speaking with you during our next earnings call following the completion of our fiscal year. Thank you.

Ladies and gentlemen, that concludes today's call. Thank you all for joining, and you may now disconnect.