Good day, and thank you for standing by. Welcome to OSI Systems, Inc. Second Quarter 2023 Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Alan Edrick, Executive Vice President and Chief Financial Officer. Please go ahead.

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 Deepak Chopra, OSI's President and CEO. Welcome to the OSI Systems Fiscal '23 Second Quarter Conference Call. We are pleased that you can join us as we review our financial and operational results. Earlier today, we issued a press release announcing our second quarter fiscal '23 financial results. Before we discuss our 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 on subsequent events or new information or otherwise. During today's call, we will refer to both GAAP and non-GAAP financial measures when describing the company's results. For information regarding non-GAAP measures and 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 discussion of our Q2 financial performance and then turn the call over to Deepak for an overview of our business performance. We will then finish with more detail regarding our financial results and a discussion of our outlook for the overall fiscal year. Our second quarter financial results were solid as we navigated the current economic environment, which continues to be impacted by supply chain delays and increased costs, disruptive geopolitical events, inflation and rising interest rates. Our bookings and book-to-bill ratio were very strong last quarter. And we were awarded some significant contracts, which we will discuss during this call. But let's start with a high-level summary of our Q2 results. First, we reported Q2 revenues of $296 million. representing a year-over-year increase of 7%, driven by solid revenue growth in our Security and Opto divisions, which were in part offset by soft Healthcare division sales and an approximate $4 million unfavorable FX impact. Second, we reported Q2 adjusted earnings per share of $1.19, down from $1.28 in Q2 of the prior year as a result of a less favorable mix of sales, which was anticipated, and additional interest expense. And third, our Q2 bookings were over $500 million, representing a book-to-bill ratio of approximately 1.7, leading to a record quarter end backlog of nearly $1.5 billion. Before diving more deeply into our financial results and discussing the fiscal '23 outlook, I will turn the call over to Deepak.

Thank you, Alan, and thanks to everyone joining us on today's call. Our performance in Q2 of fiscal '23 was solid as we grew the top line while continuing to successfully operate in a macro environment challenged by the multiple factors that Alan mentioned. Our Q2 bookings were very strong, resulting in a record quarter end backlog. We believe we are well positioned for the second half of fiscal '23, and this also positions the Security division, especially really well entering for fiscal '24. Let's discuss each division's performance, starting with Security. The Security division delivered Q2 revenues of $167 million, about 15% higher than Q2 in the prior year. We were pleased with the division's profitability, expanding our operating margin to 12.9%. Our Security bookings were very strong and resulted in a book-to-bill ratio of 2.3 for Q2 and 1.9x for the first half of fiscal '23 for this division. We continue to deliver on the large existing U.S. customers border protection, CBP programs we announced in fiscal '22. These CDP programs focus on improving Security at the U.S. borders by utilizing our cargo and vehicle inspection platforms, Search Can integration software and gatekeeper vehicle checkpoint lane control solutions. Search Scan is our proprietary software solution that helps manage inspection image data, traffic, vehicle identification and integrates with other systems at checkpoints to streamline and facilitate the inspection process. Search Scan is also comparable with third-party inspection systems, making it a versatile option in the marketplace. Based upon CBP's current timing, some pushout from Q3 to Q4 has happened from what was previously anticipated. While Q2 year-over-year Security division revenues were up double digits and operating margin expanded, we believe the most notable item of the quarter was an exceptional bookings highlighted by a $200-plus million international order that…

Well, thank you, Deepak. Now I will review the financial results for our second quarter in some greater detail. As said, our fiscal Q2 revenues were up 7% compared with that of the prior year Q2. Q2 Security division revenues were up 15%, largely due to the growth in our cargo and vehicle inspection products and related service revenue. The Security division's book-to-bill ratio was approximately 2.3%, positioning the division well for strong revenue growth in the second half of fiscal '23 and into fiscal '24. Opto sales increased 8% year-over-year with strength in third-party sales to a diversified customer base as well as intercompany sales to support the anticipated upcoming Security division revenue growth. Opto bookings were again solid, leading to a record Q2 backlog for the Opto division. As Deepak mentioned, the Healthcare division, which is our smallest business unit, representing about 15% of our overall first half sales, reported a 17% reduction in year-over-year revenues in a more challenging marketplace and in part due to a tougher year-over-year comp given the prior year elevated demand during the COVID Omicron variant surge. The Q2 gross margin was 32.5%, which, while consistent with that of Q1, was about 3.6% below that of the prior year Q2. This year-over-year change was primarily driven by lower sales in the Healthcare division, which carries the highest gross margin of our three divisions; higher Opto sales as a percentage of total sales, which carries the lowest gross margin of the three divisions; and a less favorable mix in security division sales. Our gross margin was also impacted by increases in certain component costs. In general, our gross margin will fluctuate from period to period based on revenue mix and volume, inflation and impacts of supply chain, among other factors. Based upon our forecasted…

[Operator Instructions] And our first question comes from the line of Brian Ruttenbur with Imperial Capital. Your line is open.

Yes. So first question is on the large -- on the Security side, the large $200 million-plus international order. Can you talk a little bit about -- you talked a little bit about timing. But what does the plus mean? Is that all on the maintenance side? How big can this contract get? And the timing, is it all going to get produced in fiscal -- and delivered in fiscal 2024?

Brian, this is Deepak here. All I can say that is that majority or a significant portion of the $200-plus million contract is equipment. There is some civil works and some maintenance. And regarding the manufacturing and delivery, we said it in our speech, there's insignificant revenue in the rest of '23. It's all focused on 2024. Second thing that you answered is, long term, yes, there could be more potential add-ons. Definitely, service and support. This kind of equipment has 7-, 10-year plus life cycle, upgrades and stuff. So we're very excited about it, and this is a significant win. And also, this was an international competition, and we got the majority of the business.

Was it -- that's the first time I heard that the business was split between you and I assume your largest or one of your largest competitors. Is that correct?

I can't talk about what other competitors, but it was international competition. We got the significant majority of the business.

Okay. And then moving on to pipeline on the Security side. This was a very large award that I wasn't aware of you were bidding on. Are there other such large awards as in the couple of hundred million or $100-plus million that you're working on? Can you discuss a little bit what's in your pipeline? Because this was so significant. Are there other ones like that out there?

Well, Brian, you know that we don't talk about any specifics, but I think you already got the answer yourself. This is not the only one. It's international. Our equipment is very much desired. It's a marketplace which looks at security all over the globe, including U.S. So we have others in the pipeline. And this is in the cargo side, and there are also areas in the aviation side. So the pipeline continues to be quite strong.

Great. Then just a couple of quick questions on the other divisions. Healthcare was weak. What do you anticipate -- seasonally a little bit weak. What do you anticipate out of Healthcare coming up new products and what areas?

Well, though, we've mentioned that before, and Alan also talked to you, our focus is primarily our products are patient monitoring and cardiology. Patient monitoring, we have a lot of innovative new products being developed. It takes time. We are developing a whole new product line, and we think it's basically late to '24, '25 kind time line. We are also much -- very much focused on home care, connectivity remote monitoring. So that we're doing a lot of investment in expanding our reach in the patient monitoring stuff and on what we call cardiology in like patches and wireless and kelly kind of a thing.

Okay. Very good. And then just last question on the Opto side. It doesn't appear that there's any slowdown in demand. Is the supply chain normalized enough for you guys moving forward? Or are there things that you can't produce that if you had a proper supply chain or a normalized supply chain you'd be producing?

Brian, this is Alan. Good question. And while we see some signs of the supply chain improvement, there's still certain challenges. And you're right, there's a certain backlog that we have that we'd be able to convert to revenue on an accelerated basis, if not for those final missing components that are still supply chain-challenged. So yes, we still see nice strong demand. We've got a heck of a backlog. And as the supply chain issues begin to ease up, that should help as well.

Brian, this is Deepak. Just to add on to what Alan said that it's been a very good success. Kudos to the team. But I said in the last October call also, there is a big focus on the OEM customers who are trying to get away from dependence on China. And our facilities in Batam, Indonesia; Malaysia; our new facilities, expansion in India, we have a lot of opportunity to work with our customer base. We're happy with us and feel confident that we can be there longer term for them. That's been a big growth story, and that's been -- and we think that will continue.

And our next question comes from Larry Solow with CJS Securities.

Just, I guess, a couple of follow-ups. On the large deal, it doesn't sound like you have great 100% visibility on timing at all, but it does sound like it will be pretty much a few quarter type of delivery. I'm just curious at the maintenance part of the service part. How should we look at that? Is that like -- I know your service revenue today is like 25% in total revenue. But is this more like a recurring piece, would be like a 10% to 20% type range? Any way to just kind of think of that? And then the second part of that question, is this government customer, I suppose, or private?

Larry, this is Alan. Good questions. This is a sovereign customer, so we like that aspect of it. We're working with the customer currently on the anticipated timing, and we'll have a better feel, probably by the time of our next conference call as to what that rollout may look like. But it will begin in fiscal '24 and expect it to be substantial. While Deepak mentioned that it's predominantly product sales and civil works, there is a service element of it, too. And you're right, as the initial service contract ends and warranty period ends, there's always a nice recurring revenue that comes with service and spare parts thereafter. So we are looking for that to be a nice recurring revenue base for us.

Okay. And is this -- and I know it's not full turnkey. There are missing aspects that sort of somewhat quasi turnkey. But is it -- could we assume this is a better margin than sort of your normal product sales?

Yes. So Larry, this is not turnkey. This would be a sort of a typical product sale, except on quite a large scale. As you know, we don't go into margins on specific programs, but we do like the economies of scale and benefits that we get when we produce products and volume, so that's usually beneficial to our margins.

Okay. That's fair. And speaking just on the service revenue on that topic. You had a nice little bump this quarter. I think service revenue grew like close to 10% and have high. And I didn't look back, but it's certainly like the last eight quarters, maybe more than that. So was there something -- I know you're sort of ramping up maybe a little bit more in Guatemala than you have. Or what -- was there anything specific driven that?

Really, as some of our products rolled off of warranty and came on to service contracts, they accelerated some of the service revenue for us, and we think that's maintainable. So as we look forward, we expect to have continued strong service revenues.

Okay. Fair enough. And then on -- just on security. You mentioned margins were -- you guys said you were pleased, and you thought performance was good there. So it just seems like it's predominantly a mix issue there. I know they're up a little bit sequentially and even year-over-year. But if you look back the last couple of -- in the back half of last year, I know margins were quite stronger. I just want to clarify, you kind of expect that same -- it feels like that same kind of cadence this year?

Yes, Larry, this is Alan. We do expect the operating margins for security to be much stronger in the second half than we saw in the first half. As Deepak mentioned, a few pushouts. We're a little bit more weighted to Q4 than Q3, and we would expect strong operating margins in each of those quarters.

Okay. And just to follow up on Brian's question on the Healthcare, on the sort of the patient monitor side. '24, '25, is that -- would that be like a whole next-generation, a hold swap out? Or would that just be partial? Or any more color on that?

Well, it's Deepak here. It's not like an overall pushout kind of a thing. You add on to your products that's more applications, more connectivity, better results, more reliability and more features. So that it will be -- it will start coming in late '24 and '25. But when you do that, you basically are looking at what we call, and that's why there's significant R&D investment. It's a significant, what we call it, upgrade to the next generation for the next 10 years, the next generation of the whole system.

Okay. Great. Last question, just on free cash flow. Alan, you mentioned it was up a little bit on the first half year-over-year, but basically pretty close to flat last 2 years in the front half. And usually, I think the front half is a little bit better for you guys historically. So what's your thoughts sort of in the back half of this year for cash flow and then even going forward just from a high level over the next few years?

Yes. Great question, Larry. And we're really excited about -- we move into fiscal '24. In fiscal '23, outside of this new large contract, we would say the opportunity for strong operating and free cash flow in the second half would be extremely robust. That being said, with this large contract and prepping for fiscal '24, there's likely going to be a substantial investment in inventory as we begin to produce and manufacture these products. So we'll probably see a little bit more muted cash flow than we've historically seen in fiscal '23, with the opportunity for a very strong cash flow in fiscal '24/'25.

And our next question comes from Christopher Glynn with Oppenheimer.

So I had a couple of questions also on this kind of convergence of 2 large projects, the CBP and the new international win, just addressed one on the free cash flow side. But I'm curious, as you have these 2 large programs set to both be materially active in fiscal '24, curious about your capacity. And are you walking away from any nice margin, kind of $0.50 pieces of business to execute on these $10 bills?

Well, this is Deepak here. Absolutely not. We have the capacity. We have facilities in England. We have facilities in the U.S. We have facilities to help. And this is a thing that we've been saying all along that differentiates us from our competitors. We also have what we call intercompany relationship. So that when we want to expand the cargo product line or the detection product line in Rapiscan, we have the ability to go to the vendor base that's friendly to us, plus expand our own intercompany manufacturing of Optoelectronics division, which supplies key componentry to these areas. So no, we're not going to pass any business just for this. This was planned. And we are very much focused, and that's one of the things that Alan said that this is a significant win, but we've handled these things before. And we're going to start manufacturing. And yes, there's the inventory increase. Yes, there will be more production pressure in fiscal '23 towards 24%, but we are capable of it. Alan, do you want to add anything?

No, I think that's summarized quite nicely.

I agree. On my follow-up was on O&M segment. It's kind of in and around the electronics area. We're starting to see a lot of destocking. You've noted consistently you're expanding scope with existing and adding new because of your fulfillment capabilities and great global presence. Just from an end market point of view, I was curious. I think you're kind of insulated there, too, maybe two thirds of your business is defense. Health care and automotive certainly hasn't overshot from a cyclical perspective. So do you feel you're kind of insulated from the so-called electronic cycle that's clearly rolling in some areas?

Well, very good question. The good news for us is we are so diversified. We have such a broad customer base that no one industry or no one specific area affects us up and down. We are very broad. Our marketplace, as you mentioned, aerospace, defense, medical, automotive, it's a very broad portfolio. And that's been our success story, and that has been very well done. And at the same time, I've emphasized again and again that for the time to come, this big focus on our customer base looking to get less dependent on China makes the big plus long-term investment with their vendors. And if we are a good vendor, we have a long-term relationship to keep expanding, and we can have the ability to talk to our customers. Do you want us to manufacture in India for the Indian market? Do you want to manufacturer in Malaysia, Indonesia? We can do all that, and that's been a very big plus story, and we look at that as a broad-based not dependent on any one specific thing or customer or industrial.

And your next question comes from Jeff Martin with ROTH Capital Partners.

Wanted to get a sense as the large international carbon vehicle inspection order was a competitive bid. Curious, what factors do you believe ultimately led to you limit award?

I don't understand the question.

The question was what were the competitive factors that led us to win the $200 million-plus deal.

Sorry, not very clear. Basically, we have said that before, we consider ourselves one of the top performers in the cargo space. Customers rely on us. We have a very good reputation. And being a vendor and a good supplier to CBP also is a big plus as a good reference. So that all over the world, we are considered. And we always say that, if there is going to be a dinner party, we definitely get invited. If there's a dance, we get invited. And then we feel proud about it that we -- our dancing steps are good. We don't trip over each other. And our technology is good. Search scan software is a unique thing. Our product base is very broad we have what we call the broadest product portfolio to offer to the customer, transmissive backscatter combination. So all I can say is that our competition advantage is that we have the product base, we are well regarded, and we have a very good reputation to deliver the product and to maintain our credibility long term. Alan?

Sure. The product quality, the service organization, the reputation, all of those really factored in, in addition to all the areas that Deepak mentioned.

Okay. Great. And then with respect to your anticipated improvement in the Healthcare division for the second half of the year, are there any specific factors that come into play there? And is the challenges you've had in the first half, how much of that do you think is internal factors versus market -- external market factors?

Jeff, this is Alan. So good questions. Some of the reasons why we have a bit more confidence in this second half as we enter Q3 compared to the first half really is based on the pipeline of opportunities that we're looking at. We're seeing some more sizable opportunities that weren't available in the first half. You talked about why were we softer in the first half. Part of it was indeed the marketplace. The hospital market has been a bit more challenged, their own financials at hospitals. And then some of it was a little bit self-inflicted as well from a timing perspective on some of our products as well. It's a little bit a combination of both, but we do feel better for this for the second half and with a very strong contribution margins. As our revenues go up from what you saw in Q2, there's a big pull-through to operating income and operating margin.

Yes. Okay. And then last question for me is with the FIFA equipment on display, it has been the event to card. You mentioned that opportunities in the Middle East with show thinking and equipment. Curious if there's near-term opportunities or if that's a longer-term expectation.

Well, Deepak here. What I meant was it's a great showcase. It's been very well received. Lot of kudos, a lot of exposure to various people in Middle East. I would say, and we don't comment on it, there are opportunities all over the world. Middle East has always been a strong pipeline opportunity. And we continue to look at it, but I do want to comment on anything specific that's there. Alan? It's just a broader application. And it's out there, and we feel that it's very good for us to be a showcase as what happened. And it's a very successful event.

[Operator Instructions] And our next question comes from Josh Nichols with B. Riley.

Just kind of to extrapolate a little bit further. Clearly, the company is positioned for a pretty strong second half given what we're seeing with the backlog and the order flow. On the gross margin front, I think last year, you were doing 35%, 36% and gross margin. Do you expect that, that's kind of achievable in the second half of this year, given that you're targeting kind of 10-ish percent top line growth in the back half?

Josh, this is Alan. A very good question. And we do expect to see stronger gross margins in the second half than the first half, and I think the numbers you alluded to are not unreasonable by any means.

Yes. And then just for cash flow, understandable, right? There's some upfront investment for these big orders, a lot of which it seems like you're going to be coming through next fiscal year. Fair to assume that like the free cash flow cadence is going to be, let's call it, maybe comparable to last year, but next year likely to be in excess of the $100-or-so million you've kind of historically achieved as some of the revenue materializes.

Yes, Josh, I think there's a fantastic opportunity for next year in fiscal '24 and '25 for extremely strong cash flow kind of getting back to historical levels and then some. That being said, perhaps there's other new, large opportunities as well that could factor into that as well. But yes, big opportunities for '24 and '25 based upon what we see today for cash flow.

Perfect. And then last question for me. Just trying to figure out the timing a little bit. So of the $200 million or so of CBP orders, I know you've been delivering on that. But like how much is left? And like how much of that is going to be coming in, in the back half versus like next year? Is it -- I assume the majority will come next year, but any clarity you could provide on that would be helpful.

Sure, Josh. This is Alan. Yes, we do expect significant CBP revenues in the second half of this fiscal year, more than we saw in the first half, and we do expect substantial CBP revenues in fiscal '24 as well. We don't quantify by the dollar amount, but we do see a big uptick happening here in the second half and into fiscal '24 as well.

And at this time, I'm showing no further questions

Thank you all again for participating in our conference call. I want to thank specifically our employees and our stockholders supporting us. We continue to focus on the product line, manufacturing, challenges with supply chain and working with our customers' needs. And we look forward to speaking with you at our next earnings call. Thank you very much. Have a good day. Bye.

This concludes today's conference call. Thank you for participating. You may now disconnect.