Hello, everyone, and welcome to the OSI Systems Inc., Second Quarter 2025 Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. [Operator Instructions] And please be advised that today's conference is being recorded. Now it's my pleasure to turn the call over to the Executive Vice President and Chief Financial Officer of OSI, Alan Edrick. Please proceed.

Thank you. Good morning and thank you for joining us. I'm Alan Edrick, Executive Vice President and CFO of OSI Systems, and I'm here today with Ajay Mehra, OSI's new President and CEO. Earlier today, we issued a press release announcing our fiscal 2025 second quarter financial results. Before we discuss these results, however, 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 on this call are based on currently available information, and the company undertakes no obligation to update any forward-looking statement based upon subsequent events or new information or otherwise. During today's call, we will refer both to GAAP and non-GAAP financial measures when describing the company's results. For further information regarding non-GAAP measures and comparable GAAP measures of the company's results and a quantitative reconciliation of those figures, please refer to today's earnings release. I will begin with a high-level summary of our financial performance for the second quarter of fiscal 2025 and then turn the call over to Ajay for a discussion of our business and our operational performance. We will then finish with more detail regarding our financial results and a discussion of our updated outlook for fiscal year 2025. Our second quarter financial results were excellent with record Q2 revenues and operating income at the Security division and solid performance by the Opto division. We are excited by the momentum across our business and are confident that we are well-positioned for the second half of the fiscal year. So let's start with a high-level summary of our fiscal '25 Q2 results. First, revenues increased 12% year-over-year to a Q2 record of $420 million with growth in each of the three divisions highlighted by the 16% year-over-year revenue increase in our Security division. Second, the strong revenue growth led to record Q2 non-GAAP adjusted earnings per share of $2.42. Third, bookings were significant. And with a book-to-bill ratio of 1.2 in the quarter, we finished the quarter with a record backlog of more than $1.8 billion. Our strong backlog and robust pipeline of opportunities provide good visibility going forward. And fourth, we generated operating cash flow of $53 million in Q2, a $76 million jump over the same quarter in the last fiscal year. This performance was driven by strong profits and an improvement in working capital metrics. As you may know, we had mentioned in our previous call that our strong operating cash flow dynamics was expected to return in 2025. Before diving more deeply into our financial results and discussing our updated outlook for the full fiscal year I will turn the call over to Ajay.

Thank you, Alan, and thank you everyone for joining us today. I'm pleased to join this call as CEO for the first time after assuming the role on January 1st. It is gratifying to report another record breaking second quarter for fiscal 2025 where we achieved revenues of $420 million, representing a 12% growth year-over-year and strong earnings. The quarterly performance was driven primarily by excellent execution in Security and solid results from the Optoelectronics and Manufacturing division. Our continued healthy backlog as Alan pointed out an expanding opportunity pipeline provides us confidence for robust growth in the second half and a fiscal year and positions us well for the future. Let me discuss each division's performance starting with Security. The Security division delivered Q2 revenues of $290 million, representing a 16% growth over Q2 in the prior year. Bookings were also excellent, as we achieved a book-to-bill ratio of approximately 1.2 for the quarter. During Q2, we continued to deliver on programs and numerous locations, including airports, ports, borders and critical infrastructure. In addition, our turnkey projects are performing well in Albania, Puerto Rico, Guatemala and Uruguay, which as we mentioned before commenced earlier last quarter. During the quarter, we received significant orders for both aviation and cargo products and announced a few of these wins shortly after the quarter ended. First, we announced a $27 million award to provide checkpoint and whole baggage inspection products for an international airport. The products to be provided include, RTT 110, explosive detection systems for screening whole baggage, Orion 920 CT checkpoint screening systems, which are integrated with our Rapiscan trade return systems. In addition, we will supply our trace and other screening systems for air cargo. This award is the latest in a string of major international airport awards received in…

Thank you, Ajay. Now, I will review in greater detail the financial results for the fiscal 2025 second quarter. As previously mentioned, our Q2 revenues were up 12% compared with revenues in the second quarter of the prior fiscal year. This increase was primarily driven by our largest division, Security. The 16% year-over-year increase in Q2 Security division revenues was fueled by growth in aviation checkpoint product sales including strong growth in trace detection system sales. Q2 revenues included continued shipments from the $200 million-plus cargo contract and also from our two contracts with [indiscernible] in Mexico. In addition the business inquired acquired in fiscal Q1 is gaining momentum and contributed to the Security division revenues nicely. Third-party Opto sales were solid delivering a 4% year-over-year increase, driven by growth from our Flex business as well as others. The rightsizing of inventory levels as Ajay mentioned with our Opto customers is largely complete and we anticipate an acceleration of the revenue growth rate in the Opto division as early as Q3. And the Healthcare division returned to growth, reporting a 7% increase in year-over-year sales in Q2. The fiscal 2025 Q2 gross margin of 35.1% was solid. Our gross margin in Q2 last year of 37.9% was the strongest in any quarter of fiscal 2024 due to a very favorable product mix in Security. Our gross margin will generally fluctuate from period-to-period based on revenue mix and volume, impacts of changes and supply chain cost, inflation and effects on inflation among other factors. Moving on to operating expenses. Q2 SG&A expenses were $71 million or 16.8% of sales compared to $72 million or 19.2% of sales in Q2 of the prior year. The 240 basis point improvement resulted from leveraging our fixed cost structure and maintaining strong discipline in managing…

Thank you. [Operator Instructions]. It comes from the line of Josh Nichols with B. Riley. Please proceed.

Yes. Thanks for taking my question. Ajay, congratulations on the new role. Things are off to a great start. Looking, you touched on it briefly, I think, but while it's early days, the new administration clearly has an increased focus on boarder security. Any context you could provide around the potential increase in opportunity versus what you're currently doing on the US border front and how that could change if there's some increased allocations to budgets for some of these three-letter agencies that are going to be doing a lot of the border security if there's an anticipated ramp-up over the next few years, presumably?

Josh, this is Ajay. Thank you. So, great question. It's been not even three days, but I think, as you know, that border security really is by part, is an issue. And there's been a lot of movement both on the House and on the Senate trying to reconcile the bills, which are substantially higher than what they were previously in terms of total funding. So we think with the new emphasis with the new administration, it's positive. We believe that the technology that we provide and not just the technology, but some of the software like CertScan, which we're able to really go in and look to see if drugs, the wrong people are coming in is really a plus for us. We are the dominant player with CBP, and we feel very good as we go forward. And I think that we'll see more and more over the next three, six months, but all indications from our end are positive.

Thanks for the context. And then just a little bit deeper, I mean, on the recent acquisition, the RF Solutions business seems to be that, that business is already doing pretty well. I noticed the company secured, I think a $23 million award already. Could you talk a little bit about some of the opportunities that you see layering this into OSI Systems, given that you have a much larger global sales infrastructure and the opportunity to kind of expand the revenue base relative to what it was currently doing before you acquired the business?

I think you kind of answered your question over there because, yes, one of the advantages that this company has now is, it's got the OSI's financial muscle as well as the different areas that we are in all over the world. So we definitely are going to help them. We are integrating them, working very closely. I mean just keep in mind they're on the defense sector, but also they're over the horizon radar, it's really crucial for border security and drug interdiction. Keep in mind that these radars provide broad range based surveillance systems, that enables tracking of aircraft, drones, surface ships and designated zones around the U.S. border. And we feel that's an opportunity as we go forward, besides obviously their traditional opportunities in defense. So we are talking to the customers. And we have had a very positive response. Also, I think from an OSI perspective, we have customer base which is very similar to theirs, but it's got us deeper into those customers. And more and more we have more to discuss with them. So we're not just discussing, scanning, but we're discussing how we protect the overall border, for example.

Sounds good. Thank you.

Thank you. One moment for our next question please. It comes from the line of Mariana Perez Mora from Bank of America. Please proceed.

Hello everyone and thank you for taking my question. So the first one is going to be around Mexico and I appreciate the details you gave in the prepared remarks. But like could you please describe how much of a contribution Mexico was to the quarter? And how should we think about that going forward at least in the second half of the year? I see that book-to-bill was really strong in the quarter. And you also had like a really strong start to the year with orders. So is that enough to offset any slowdown in terms of like recognition of the Sabina contracts? Or like how should we think about that transition? Thank you.

Hi Mariana, this is Alan. Good question. The Mexico contract was a significant contributor to us in the first half of the year. In the second half of the year, it's anticipated to continue to be a significant contributor, but at a lighter amount than we saw in the second half of fiscal 2024, with a very robust backlog and the strong opportunity pipeline we're effectively replacing the strong Mexico revenues that we had in Q3 and Q4, a portion thereof with non-Mexico contracts. And we feel extremely, extremely confident about that. So really a robust opportunity set. Mexico is important to us. But as we have said, we shipped a significant amount last year, shipping a significant amount this year, but we are really well positioned for the future, because we have such a strong backlog of non-Mexico business and such a strong opportunity set as well.

Thank you. And then, when you think about this transition right, especially because the early stages of this contract were mostly products. How should we think about the product versus services mix? Second quarter and probably in the -- like the trend towards like the next 12 months?

So this is Ajay. I think that if you look at the product that's getting shipped, we always say that one of the things the products that we ship leads us to recurring service revenue. So we feel really into 2026 and really 2027 and beyond that we're going to see some very good recurring revenue for certain risk. All these products have to be serviced in Mexico for example. So that revenue will continue. And as I mentioned earlier that service revenue has very good margins. So we're fully expecting that.

And maybe to supplement that, this is Alan. We've had significant product revenue growth over the last few years. And as those products are now beginning to roll off of warranty and create service revenue, as Ajay described, we expect to see real strong service revenue growth at the higher contribution margins beginning as early as now this sort of Q3. So it's a nice position to be in with a strong installed base that we put out there moving to this more recurring revenue at higher margin is a nice position to be in.

Thank you. And one more from my end. I'm just curious like part of this like radio frequency critical communications award that you got. How much of that is like incremental to the portfolio you acquired? And how much is more like a recompete of like what the existing portfolio was?

Well, I think this is -- there's always incremental business but this one is new as we move forward. So we're actually looking not just to get the incremental business but get the growth, as I mentioned earlier with having the OSI muscle behind us and being able to not just get into the defense side but maybe also the border security side where we can see new business and we're very focused on maintaining the business that we have getting that business but looking at new opportunities.

Perfect. Thank you so much for the color.

Thank you. One moment for our next question, that comes from Larry Solow with CJS Securities. Please proceed.

Thank you. Ajay I welcome you. Congratulate you on your new role as well. I guess first question for you Ajay. You mentioned sort of this expanding opportunity pipeline. And you've spoken a lot about most of your kind of end markets and verticals. I'm just curious, if any those verticals stand out, where there's more opportunity for expansion going forward? I mean obviously, we've talked a lot about ports and borders, and it does sound like the new administration to -- were bipartisan or maybe not a significant real change there, although maybe headlines sound like it will change. But maybe just a question is does the new administration drive these to expand opportunities? Or where are you seeing kind of outsized opportunity growth?

So I think -- thank you first of all, Larry. But the growth is across the border. So yes, we talk about border security that's in the news. Sure, we're going to -- we think we're going to see growth. A lot of it is just starting. And as Alan pointed out, it's not just about the initial product but it's about what else can we do. Can we integrate some of it with our CertScan software, get recurring revenues, get to service revenue. Aviation is huge. Internationally, we have a lot of opportunities. We've announced a couple of orders and we feel on the check baggage as well as a checkpoint, there are a lot of opportunities. TSA, as you know, they've had some changes there with the new administration -- administrator coming in. We don't know who that's going to be. But their check baggage, which we have an excellent product in our RTG. Those are in some cases 20-plus years old. So they have to replace those probably in the next two, three, four years when they start. They're tray systems, where we participate in. And these are huge opportunities not just in the US but internationally. And I think as you look the Opto side, we keep on -- we talk about security but the moving away from China manufacturing, we as a company are uniquely situated with a lot of international facilities that we have around the world where we can accommodate that. And really we do business with a lot of defense companies on the security side and Opto side and I think we can really merge those opportunities and go talk to the customers as a large company, who is unique in providing obviously the security side but the ability to manufacture on the Opto side. And medical for us, we're investing a lot of money in the next-generation products, looking at how we broaden that product line just like we're doing in security. So we feel very good about all the growth opportunities. So I would not just say, it's just on ports and borders. That's one very significant pillar, but there's a lot more out there.

Right. And on the ports and borders in particular it feels like you've announced several larger-sized deals. Most of them were actually international. I'm just curious do you feel like you got a bigger opportunity now? Well obviously international is a bigger geographical region, but is the US to me seems like maybe it's lower on your proportion of what's driving ports and borders today. Is that a fair statement?

You know, I think that US is just as important if not the most important to us. As you look at it we've driven a lot internationally, but we have these IDIQs with CBP for example. And I think there are going to be new IDIQs coming in. We have worked very closely with CBP and other organizations where we develop new products they're coming out. We have the largest share of the market in the US. And we feel as the next-generation products come out which we've developed very closely talking to our customers. So it's not just something we're coming out with and integrating the hardware with the software where it makes it easier for people and -- to look for contraband et cetera. And keep in mind a lot of people just look at security as an expense. But at the end of the day when we introduce these products and I'm not going to go into some specifics for competitive reasons, but it really facilitates the trade coming through the borders. And in the end it's really cheaper overall for the consumer at the end of it. So a lot going on but the US is important. I think there's a good opportunity for the next several years.

Got you. And if I may just squeeze in a question for you just on the margin security. Like you said the gross margin was down but -- year-over-year because of the mix. But if we just look sequentially looks like your services revenue were about flat and your margin went up like 550 bps. Is that mostly just on the SG&A leverage on the higher revenue? Is that I guess the biggest driver or the predominant driver?

Yes, Larry, it really is. The economies of scale as we leverage our fixed cost structure. So that is really kind of what drove it on a sequential basis for OSI Systems overall. You're exactly right.

Got you. And then just lastly on the Opto division up 4% in the quarter a nice return to growth in the first half. You mentioned a lot of qualitative things obviously onshoring. I know you have a new facility in Mexico. What sort of -- what's the kind of driver of -- you mentioned margin expansion in the back half of the year. Is that also just on operating leverage? Or any color on that would be great. Thanks.

Good question, Larry. This is Alan. So I'd say really what's going to drive the accelerated growth in Opto as we expect in the second half of the year is a few fold. One is kind of the rightsizing the inventory levels is largely behind us. So we're now seeing customers return to their normal ordering patterns. And in fact our book-to-bill in Opto in our second quarter was north of one as well. So we expect that to drive accelerated growth. You mentioned the new operation that we have in Mexico. That is gaining momentum also which will certainly help. The mix of business is expected to be favorable for us in the second half which should also drive some margin expansion. So all-in-all we expect to see some nice top line growth coupled with operating margin expansion in the second half for the Opto division.

Great. Thanks, Alan. I appreciate it.

Thank you. Our next question comes from the line of Christopher Glynn with Oppenheimer. Please go ahead.

Yes. Thanks. Curious I just want to dive into the aviation sector a little bit and welcome Ajay. Good to hear you on the call. Curious would you call the global, kind of, replacement upgrade cycle in aviation in its early days? I know the US is sort of lagging the international, but maybe kind of an innings rating for the international and the total global on that? And are you seeing improving win rates in aviation versus historical?

Thanks, Chris. So it's an interesting question because aviation is such a big market. And when you look at aviation you've got checkpoints within checkpoints you have your checkpoint CT systems where you put your baggage through, you have people screening, you have trace. You have so many different products out there and then obviously you have your check baggage. So coming to the US, the US has been focused on checkpoint CT. I think as we move forward, they are definitely going to look to see what they do in trace, which we have -- which we are a very significant player, and I believe one of the leaders. RTT on the check baggage is definitely a big opportunity for us as well. And we feel that TSA is going to have to look at potentially upgrading, replacing some of these products starting a couple of years from now. So that's maybe three years from now, but that's where the market is. And we feel that we're in a good position to participate. Internationally, we're winning a lot of orders. It's a big market. Obviously, we are in the checkpoint as well as check baggage as well as trace. We have bundled some of the products. Customers know us very well. And then market is -- in some places, it's starting, some places it's in the middle. And as -- keep in mind, as you get towards the end, another cycle starts. So it's a continuing cycle. It's not just you fill this up and it's going to go away. It's almost like a car. You're going to have a car. I mentioned, I believe, in my prepared remarks, that was seven to 10 years was what some of this equipment is there for. In aviation, depending on technology, might even be, in some cases, a little faster, a little slower. So it's a continuing business. And the key thing over there is as we get into this business, there is recurring service revenue as we move forward. So it is really -- there's no one answer beginning and middle. It's really a continuing business, the best way to answer it.

Great. That's really helpful for understanding that. And then you mentioned the bulk of the debt coming due in I'm not sure if you said fiscal 2027 or calendar 2027. But when you -- what are you anticipating for pricing or timing as you redo that? How far ahead are you interested in addressing that?

Hey, Chris, this is Alan. So yeah, the credit facility, which is sort of our natural five-year credit facility, matures in December of 2026, which is our fiscal 2027. Throughout the course of calendar 2025, we'll be working with our banks as we've done numerous times in the past to likely amend and extend the credit facility. As you may know, even though we're not an investment-grade company due to our size, we have investment-grade pricing as it comes to the credit facility. So quite favorable for us.

Great. Thanks. That's all I got.

Thank you. Our next question comes from the line of Matt Akers with Wells Fargo. Please proceed.

Hey, good morning, guys. Thanks for the question and congrats, Ajay, on the new role. I wanted to ask about cash. Good to see positive cash flow in the quarter, some of that working capital reversing. I know, Alan, you mentioned the back half continue to see pretty good cash flow. Just curious, should we see that as still kind of lumpy around maybe some of these milestones on some of the big international products? Or are we to the point now where that's kind of a steadier free cash flow here going forward?

Yeah, Matt, good question. This is Alan. It will never be sort of a steady pace of cash flow in the likes of our business. We'll always have some quarters that are much stronger and some quarters that are a little bit lighter. We have an opportunity to continue to sort of outperform on a cash flow basis with a strong free cash flow to net income conversion rate given that we have some money sort of tied up in working capital. So as the receivables begin to normalize, as does the inventory, there's opportunity for significant free cash flow generation. And we expect to see that in our second half and as we move into fiscal 2024 and forward. So we think we'll continue to have a good free cash flow conversion rate, but it's never going to be perfectly smooth due to kind of the nature of our business and some of the international contracts that we have.

Yeah. Got it. Okay. And then I wanted to ask about tariffs, given that that's been kind of a topic with the new administration. Just curious how you think about any risk associated with either prices due to tariffs or customers? You guys have a lot of international business Mexico for example just how you're kind of thinking about the risk around that.

Yes. It's a question that is on a lot of people's minds obviously. I think, it's a little too early to tell what's going to happen. But I will say from an OSI perspective, we're well situated, because we have manufacturing facilities in the US. We have manufacturing facilities in Europe Asia. And we have the flexibility to turn things around and really work closely with our customers on what their needs are, and if they need to address any tariff situation. So I think at this point, it's a wait-and-see attitude, but I think it's much more of a challenge for companies that are manufacturing only outside the US and importing into the US. For us, like I said, it's much more flexible and we have the ability to really switch manufacturing to different locations. So we'll watch it just like everybody else is watching it.

Yeah. Great. Thank you. And then if I could squeeze one last one in. I guess, maybe any way to think about the seasonality between Q3 and Q4? I think Alan as you mentioned Q2 last year margins kind of unusually strong. Just anything to think about it as we go into the back half?

Yeah, Matt, good question. We would see the back half weighted a bit more to Q4 as we typically do. Q4 tends to be our strongest quarter at the end of the fiscal year. As a result we would see our revenue stronger there. And from a margin mix perspective, we would expect to see the operating margins stronger in Q4 than in Q3.

Great. Got it. Thank you.

Thank you, again. [Operator Instructions] We have a follow-up from the line of Mariana Perez with Bank of America. Please proceed.

Thank you. Hello, again. So I have a follow-up to Matt's question. When we think about balance sheet and free cash flow how should we think about receivables going forward and especially the unbilled receivables balance?

All right, Mariana, it's Alan. So we would expect that our DSO is going to improve going forward. Of course, we expect to grow the top line. So in absolute dollars receivables could grow from time-to-time, but we'd expect to see our DSO down. With respect to unbilled receivables, we are really pleased to see a 19% decrease in our unbilled receivables from the end of Q1 to Q2, which is what we are anticipating. I believe as we get to the end of the fiscal year in June, we'll see those unbilled receivables significantly down from where they are today. And as we move the unbilled receivables to billed receivables and therefore cash collection that's what should drive sort of this outsized free cash flow for us as well. So a real nice position to be in for us.

Thank you. And one more on the contribution from the acquisition. Have you measure how much was it per share?

Not per share. We did roughly $17 million of revenues in the quarter. So it performed quite nicely for us.

Thank you so much.

Thank you. One moment for our next question, please. It comes from the line of Jeff Martin with ROTH Capital Partners. Please proceed.

Thanks. Hi, Alan and Ajay, somehow I get mixed up in the queue, currently. I wanted to dive into the surveillance business that you acquired in September a little more. In terms of the product portfolio, are there things you can do to enhance that offering? Is it where it should be? Do you need to invest significantly in R&D and other complementary products that are either in your existing security product portfolio or that you might look to acquire in the future to enhance that?

So Jeff, I think, I went into it a little bit but just to reemphasize why this made sense was number one, the customer base that they have in the US with DoD and obviously, internationally is really something that we're very familiar with and we're able to go and talk to those customers and really expand our offering. You go and look at some of the products that they have, I mentioned the over-the-horizon radar. Obviously, what everybody looks at over-the-horizon radar is for drones and missiles, like what's going on in Ukraine, everybody was looking at ballistic missiles coming through. And that's where satellites would pick up. But cruise missiles and drones are causing just as much damage. So, there's a big opportunity for traditional over-the-horizon radar to be there. Having said that, it really applies very closely like I mentioned, to what we do is more security, because these radars can be used for ships, vehicles, drones coming across the border, carrying all kinds of drugs than anything else and the capabilities of drones from a payload is going to get bigger and bigger. So I think that's going to become a -- definitely more and more of a threat. And then traditionally out there in other defense areas, like their ULF, which is ultra low frequency, which is really for communication of -- for submarines, when they're underwater that's the only form of communication that they really have. And there are opportunities in space and others. But really, the key opportunity for us is providing them with the capabilities from a financial standpoint, from a reach standpoint and really working much closer with some of the larger companies, defense contractors out there. As far as your question on R&D, they spend money on R&D, but a lot of that R&D is funded by their customers. So we think it's a very good fit and the opportunities are definitely there and we'll keep you informed over the next several quarters, but we feel good about it.

That's helpful. Appreciate that. So, the security and the Opto have been covered pretty extensively. So, all throughout health care division question, out there. I know you've been working on next-generation patient monitoring system for several years now. Are you at a point, where you can kind of give a time line on what the rollout of that new platform looks like? And you also have mentioned in the past, that you're evaluating the leasing model within the industry, which could be a differentiator. And just maybe, if you can give an update if that's gained much traction or if that's more pending the launch of the new patient monitoring platform.

So, I think that we've -- we're actually spending considerable resources on the new platform, with our R&D team. I'm not going to give you an exact timing more for competitive reasons, than anything else. But we think that it's 2026 and beyond, but we feel good about what we're hearing, what progress we're making from that standpoint. And really, it's not just over there, but some of the other items and other products that we're able to offer besides our next-generation platform, whether it's remote monitoring, whether it's predictive analysis, et cetera. So, all that really goes together. And the objective is that we become from a technology as well as from a sales standpoint, it gives us a good boost down the road. But exact timing, like I said, as we start introducing the products, we'll give you more color on that.

Great. And then last question for me on the turnkey side, you mentioned, existing customers are happy. Things are going well there. Are you seeing much opportunity to expand the customer base within turnkey solutions offering?

The short answer is, yes, we're working on several opportunities. Like, you know, these are not opportunities that happen in a couple of months. In some cases, you have to work with the international governments, you have to basically go through and educate them on the whole process. So it takes quite a while to get through it, but we are actively working on several opportunities right now.

Excellent. Thank you.

Thank you so much. And I do not see any further questions in the queue. Back to you guys.

Well, thank you. Once again, thank you for participating in our conference call, and we look forward to speaking with you at our next earnings call.

And thank you everyone for participating in today's program. You may now disconnect.