Thank you for standing by and welcome to the OSI Systems, Inc. Third Quarter 2023 Conference Call. [Operator Instructions] As a reminder, today’s program is being recorded. And now I’d like to introduce your host for today’s program, Alan Edrick, Executive Vice President and Chief Financial Officer. Please go ahead, sir.

Thank you. Good morning and thank you for joining us. I am Alan Edrick, Executive Vice President and CFO of OSI Systems. And I am here today with Deepak Chopra, OSI’s President and CEO. Welcome to the OSI Systems fiscal ‘23 third quarter conference call. We are pleased that you can join us as we review our financial and our operational results. Earlier today, we issued a press release announcing our third 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 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 discussion of our Q3 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 remainder of the fiscal year. Our third quarter financial results were solid as we navigated the current economic environment, which continues to be impacted by supply chain delays and increased cost, disruptive geopolitical events, inflation and rising interest rates. We are excited about finishing the fiscal year strong and entering fiscal ‘24 with solid visibility given excellent backlog. I will start with a high-level summary of our Q3 results. First, we reported Q3 revenues of $303 million, representing a year-over-year increase of 4%, driven by solid revenue growth in our Security and Opto divisions, which was in part offset by soft Healthcare division sales and an approximate $4 million unfavorable FX impact compared to prior year rates. Second, we reported Q3 adjusted earnings per share of $1.49, up from $1.43 in Q3 of the prior fiscal year despite the negative impact of approximately $0.16 per share of additional interest expense due to higher interest rates this year versus last year Third, we generated strong third quarter operating cash flow of $65 million. And fourth, while our Q3 bookings were sound, perhaps the most notable item is that just after quarter end, we executed a contract for security booking of over $500 million, net of that, representing one of the largest contracts in the industry, providing an excellent start to Q4 bookings and greatly enhancing the already strong visibility we have into fiscal ‘24. 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 welcome once again to the OSI Systems earnings call for the third quarter of fiscal 2023. As Asim mentioned, we are pleased with our fiscal third quarter performance in which we grew revenues by 4% and adjusted operating income by 18% from the same period a year ago, while generating 68% more operating cash flow in comparison to Q3 of 2022. Our robust backlog not only instills confidence for Q4 but also positions us well for a very strong fiscal 2024. I will briefly touch on some key highlights from our third quarter performance across each division before turning back the call to Alan for a more in-depth discussion of our financial results, binding with the Security division, where revenues grew 13% in Q3 with significant operating margin expansion from the prior year’s comparable quarter. Just before the quarter end, as Alan mentioned, we announced an award notification of a significant contract valued at approximately $600 million, which includes approximately 16% value-added tax from Mexico’s Department of National Defense, SEDENA, for our cargo and vehicle inspection systems and related services. Under this award, we expect to provide multiple units of our Eagle P60 high-energy drive-through cargo and vehicle inspection systems, back care cargo inspection portals, car view vehicle inspection systems and our proprietary CertScan software multi-site integration platform. These solutions are planned to be utilized to inspect trucks, buses and cars at customs border checkpoints, increasing the safety and integrity of Mexico’s borders. We are honored for our solutions to play a crucial role in facilitating the smooth flow of trade. I note and I want to make it very focused clear that even though we announced the SEDENA award in Q3, the related contract was executed early in Q4 and thus is not reflected in…

Thank you, Deepak. Now I will review the financial results for our third quarter in a bit greater detail. Again, our fiscal Q3 revenues were up 4% compared with that of the prior year. Q3 Security division revenues were up 13%, largely due to the growth in our cargo and vehicle inspection products and related service revenue. Opto sales increased 2% year-over-year, with modest growth in third-party sales to a diversified customer base, supplemented by strong intercompany sales to support anticipated upcoming security division growth. And as Deepak mentioned, the Healthcare division, which is our smallest business unit, representing approximately 15% of our 9-month sales reported a 16% reduction in year-over-year revenues in a more challenging marketplace. The Q3 gross margin of 34.3% was approximately 1.1% below that of the prior year Q3. 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 and a less favorable mix in our 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 cost changes, among other factors. Moving to operating expenses. We continue to work diligently across each of our divisions to improve efficiencies and prudently manage our SG&A cost structure. Our Q3 results reflected these efforts. Q3 SG&A expenses were $53.7 million or 17.7% of sales compared to $57.8 million or 19.9% of sales in the prior year Q3. While foreign exchange created a headwind for Q3 revenues, it did have a beneficial impact on our operating expenses again this quarter. Research and development expenses in Q3 of fiscal ‘23 were $14.9 million, slightly down from $15.1 million in the…

[Operator Instructions] And our first question comes from the line of Josh Nichols from B. Riley. Your question, please.

Yes. Thanks for taking my questions and great to see the backlog here. So just to clarify here. So the $500 million net of the VAT award is not included in the current backlog. So implying your end backlog should be $2 billion plus, right? All out equal and there is still opportunity for additional expansion with the CBP on top of the $200 million of awards you’ve already received. Is that a fair assessment?

Absolutely, just deeper care, you have said it very well. I just want to add on to it that besides CBP add-ons, there are other opportunities that we continue to look at.

Thanks. And then the other thing I wanted to hit on, Alan, you talked a little bit about the EPS headwind from the higher interest expense. I mean you’ve maintained EPS guidance this year despite what’s been a pretty significant rising rate environment. If you look here, EPS guidance for the year is up like $0.30 or so, and that probably excludes around $0.50 of headwinds from those higher rates that we’ve talked about previously. So just if we were to extrapolate that into next year, I know you’re not giving guidance for fiscal ‘24, but just that alone would apply around $7 a share in EPS next year if you were to have a similar kind of growth trajectory and that really doesn’t factor in all these additional large orders that you’ve seen given that you probably expect growth to accelerate materially from the 6% that guidance implies for this year and also without any margin expansion, which is also, I would assume, maybe likely. Is that also a fair assessment?

Well, Josh, you’ve summarized things quite nicely. Yes, we have tremendous visibility as we sit here 2 months before the start of our next fiscal year into fiscal ‘24, which we’re extremely excited about. You’re also right about the interest expense. It was a significant headwind year-over-year for fiscal ‘23 compared to fiscal ‘22, even a headwind given what we expected at the time we came out with guidance in August as rates have steadily increased throughout the year. So we’re really pleased with the overall performance on the bottom line in light of those headwinds. And you’re right, while it’s premature for us at this point to give guidance as we typically do so following our Q4 call or following our Q4, which will be our next call, we do anticipate there is tremendous opportunity to leverage the strong sales growth that we will anticipate for next year into higher earnings growth.

Thanks. Last question for me, one is like how much of the $200 million of orders from the CBP has been delivered or is it going to be delivered this year versus rolling into next year? I know you also mentioned that the other $200 million award announced last quarter was effectively going to be almost all totally recognized in fiscal ‘24. Is that still the case?

This is Alan. Josh. So a couple of questions there. On CBP, as you know, we got off to a little slower start in the first half of this fiscal year as the customer had delayed certain deliveries and acceptance tests. We’re really seeing that pick up. Our revenues were much stronger in Q3 for CBP and are anticipated to be in Q4 as well. And I think as we said on the last call or two, we expect CBP revenues to continue nicely into not only ‘24 but probably into fiscal ‘25 as well. So it positions us quite nicely. With respect to the large $200 million international order that we also announced at the beginning of last quarter, we haven’t yet said what the timing of those revenues will be as we continue to work with the customer on that. But suffice it to say, we do expect very significant revenues from that contract in the next fiscal year.

Well, great, Alan and Deepak really looking forward to see how things shake out for next fiscal year, given the visibility and unprecedented backlog. I’ll let someone else take a turn.

Thank you.

Thank you.

Thank you. [Operator Instructions] And our next question comes from the line of Brian Ruttenbur from Imperial Capital. Your question, please.

Great. Great quarter. First question I have is cash flow. It was very strong in the period. And maybe given all the build-out that you’re doing with these big contracts, can you talk about cash flows a little bit for the remainder of the year? And then where you see kind of cash flows going in 2024? I don’t know how long this build-out is going to last as you probably have to stockpile some inventory for these big contracts.

Brian, this is Alan. Great question. Yes, we were exceptionally pleased with the extremely strong free cash flow that we delivered in Q3. And as you correctly point out, with these two large contracts, the SEDENA contract and the other large international contracts, we’re going to be building inventory over the next several quarters for this contract. So it’s a good issue to have. So as a result, we’re not anticipating any significant cash flow necessarily in Q4 and maybe into early fiscal ‘24. But as we then begin to deliver the product, we expect there’ll be a very rich amount of cash flow for us on an overall basis. So very excited about that. So probably some near-term cash flow headwinds and some medium- and long-term significant cash flow generation.

Okay. Thank you very much. The interest expense also that was brought up by the previous analysts. Can you talk a little bit about your plans maybe to lock in some long-term rates? Or are you going to continue to pay down debt? I noticed that you paid down some debt in the period. What are the plans there? And what is your current cost of capital?

Yes. Good questions, Brian. This is Alan again. So we did lock in the majority of our debt last – in Q1 of last year. So in the August, September time frame through an interest rate swap. That swap was at 3.286%. So we feel good about that. We do expect to pay down debt as we generate cash flow as we did this past quarter. And although we’re always looking at other opportunities, that would be alternative uses of cash flow as well. So we feel good about that position overall.

Okay. And then maybe the last one is for Deepak. But Alan, please chime in if it’s for you instead. It’s about healthcare. Where do you see the future of the Healthcare division? It’s been several years since I’ve asked that question. And they had a little blip here and you expect to come back in the fourth quarter. But maybe you can talk a little bit about healthcare and where you see it going, Deepak?

Well, Brian, we are quite confident about the healthcare business. As Alan has mentioned, just keep in mind, we’ve said it before, it’s the highest margin business. We are investing heavily, continue to do that for R&D for the new platform that we’re developing, which we have said before that it’s going to change our whole platform. It’s going to take a couple of years to do it. In the meantime, we remain confident and for the disappointing Q3 specifically, especially when you also compare it with the COVID related previous, what I call it, tailwinds. But at the same time, and maybe Alan can comment on it, this quarter, Q3, we were expecting some significant size contracts, which got delayed. We are told that imminently will happen. So, that we believe also normally seasonally, Q4 is stronger than Q3 anyway. The Q4 will be a stronger quarter for it. And we are quite confident. And keep in mind that we have bought PeraHealth a couple of quarters ago, we bought SafeNSound, we believe in that platform. We are looking at it in the connectivity story, besides patient monitoring, we are looking at cardiology. We are trying to make it a services company in a way in some products. So all-in-all, we are quite excited about it. And as we have said it before, yes, it’s disappointing. It’s a book and ship into it, so that as these contracts get delayed, it changes from one quarter to the other. But with the margin it is, with the connectivity that we are looking at, with the new change we have made in the sales management team of North America, we are very confident of the future of Spacelabs. Alan, do you want to add something?

Well, I think you said that well. Yes, we were – Q3 was a challenging quarter. As Deepak mentioned, had a contract or two that we were anticipating come in, it would have been a very different outlook. And we are anticipating that in Q4. And therefore, we feel cautiously confident that we will see a much different picture – financial picture in Q4 than we saw in Q3. And with the strong R&D programs that are taking place for some of the new patient monitoring platforms and cardiology products, we think the future is going to be bright overall for the division.

Great. Thank you.

Thank you. [Operator Instructions] And our next question comes from the line of Jeff Martin from Roth Capital.

Thanks. Good morning Alan and Deepak. Hope you are doing well.

Hi Joe.

Alan, just an observation here, SG&A over really the last 4 years, if you extrapolate it through the end of this fiscal year, it declined over the year. I know you are constantly evaluating efficiencies. But just was curious with respect to fiscal ‘24, are we going to – are we going to start to see SG&A expand again because the business is likely to see significant acceleration in revenue growth tied to these larger contracts.

Jeff, yes, really good question and we have – we do monitor our costs quite judiciously. As we move into fiscal ‘24, we would expect SG&A as a percentage of revenues to decline, but on an absolute dollar basis to increase, consistent with seeing significant sales growth and some of the variable costs that come with that. So yes, we would anticipate an absolute dollar increase in SG&A in our next fiscal year.

Okay. Great. And then with respect to the U.S. CBP contract or order, as we exit fiscal ‘23, where do you think you will be in terms of percentage delivery against that contract? And on top of that, are you currently seeing activity or interest in follow-on orders or tackle on orders?

Jeff, I am going to answer a portion of it, and Alan can answer. We really can’t break it down into specifics into what percentage in this year, next year. What Alan has said it that it’s been a little slow start, but Q3 was more shipments to CP than Q2. Q4 also is seen going to be more, but the contract – present contracts will take it in 2025 and ‘26. But we also want to emphasize that the IDIQ, as I mentioned before, for the total two programs, putting about $800 million range to us and other vendors out of that only $200 million was let out to us, a big portion of it. So, there is still a lot of room as we move forward for CBP to put new orders against us on those IDIQs, which will continue into ‘25, ‘26 and beyond. And on top of that, we have said it before, one of the things that we are very much focused into it is not just selling the equipment, but the CertScan software, which we continue to work, and we are very excited about it. And with the Sedana contract from Mexico, which we have said it at the northern borders between Mexico and U.S., that’s a very big plus point for longer term cooperation between the two countries and to make the trade go simpler and faster. And we continue to say that as this thing is looked at it and people are happy with it, the customers are happy with it. This is a good selling point to the rest of the world wherever there is trade challenges there to duplicate the same thing, and we are very well positioned for it. So, we are very excited about it.

That’s a great segue. And to my final question, Deepak, is the coordination and integration between the U.S. and Mexico already in plan, or is that just in the initial stages of discussion? And was that a big part of the decision process for Sedena to go with Rapiscan?

Well, number one is with the competitive bid. And I think we have said it before, this was not based just on price. It was based on performance and the experience. But I can’t say anything about the governments have to do whatever they have to do. But they have shared information in a way while that CBP was very complementary and that could – I don’t know that could have helped. But how they do it in the future, it all depends on politically. But what I look at it as is we have said it before in the other programs that we have in Guatemala and Puerto Rico and Albania, all of them have been very, very successful, and the customer is very happy. It does help in the trade, and we keep looking at it that the whole world has to look at this and with the way the efficient way of trade, it will help. But I can’t say what they plan to do and what they are doing between the countries.

Got it. Thank you. Look forward to the fiscal ‘24 guidance next quarter.

[Operator Instructions] And our next question comes from the line of Larry Solow from CJS Securities. Your question please.

Great. Good morning. Quick question, just maybe a couple of follow-ups on the large awards you guys have been getting. And like you mentioned it was a competitive bidding process in Mexico. What do you think – do you think CertScan is your differentiator there? What do you think sort of is driving your fair share, if not the leader and most of this newer vehicle inspection and cargo inspection?

Good question. I would say CertScan is one of them, but there is a lot of other. We consider ourselves to be the preeminent technology provider in cargo in the world. We can say that confidently multi-energy backscatter, our ability to interact with radiation portals to interact with the license leaders, integration, size of its service provider, I call it, customer happiness and the global presence. So, all those factors do come into play. And one of the most important factors that come into play is the history of performance and execution. So, I wouldn’t say just CertScan, but it’s a combination of all this innovation, upgrade of technology, new products, the ability to be able to perform and be flexible for customer demand. Alan, do you want to add something to that?

I think that summarized it very well.

Got it. And then can you just on the clarification. So, the three contracts or whatever, they total, I don’t know, $500 million, $600 million, $700 million, like $700 million, $800 million, $900 million. Is there – can we expect like a reoccurring portion of that? I think these contracts they are close to $1 billion, actually if you had all three of them. Would there be like a reoccurring portion that kind of is like 25% of this number, which is kind of what your reoccurring service portion is today? Any sort of color on that?

Number one, when you do the – when you are trying to add it up, you are trying to add the CBP contract, the international contract and the Sedena, you add them together into it. But keep in mind, the CBP $200 million contract is part of an IDIQ, which is $800 million and not that, all of that is going to go to us, but they can do whatever they want, but we are well positioned. Customers are very happy. And the other side of the question, what you said is these contracts do include some service and maintenance anyway. And most of this life span of these equipments and stuff are more than 10 years, 12 years, 15 years. So, there is a follow-on service and maintenance, upgrading and stuff that continues. But on top of that, I want to say, yes, these are large contracts, but that doesn’t mean that there are not other big potential contracts out in the rest of the world. Keep in mind, a couple of years ago, we had $750 million [ph] MSAT contract from Mexico services. Puerto Rico long-term continues, and that’s a big contract. So, there are other opportunities. We look at these as a very big stepping stone for us to be able to convince other parts of the world that these are great things to work together, and we are well equipped to manage and support the customer. Alan?

And Larry, one of the nice things about this is, I think as you are alluding to is as we get this bigger and bigger installed base out there, you get this nice recurring revenue through service, and the service revenue generally carries a nice healthy margin associated with it as well. So, it provides a steady stream of recurring revenue for many, many years to come.

Yes, exactly. And your service revenue has kind of jumped up a little bit over the last few quarters, which is definitely helpful. And just for clarification, I know you kind of – you said the international contract will begin in fiscal ‘24. It sounds like you will get a good portion of that, whether that’s the majority or not. I am not – I don’t think you are really clarifying there. But in terms of Mexico, do you also expect that to start driving contributions in this upcoming fiscal year?

Larry, this is Alan. So, we are working with the customer on the timing of deliveries for that in revenue. But yes, the answer is yes. We do expect revenues to commence for the Mexico Sedena contract in fiscal ‘24. We will have more clarity on timing at our next call. But yes, we do expect revenues in fiscal ‘24.

Great. And then just lastly, just on Opto. I think we – at this a little slower growth this quarter on the top line. I think that was kind of expected. But just in general, backlog has been going up. I think it’s up – at least as of the last quarter, it won’t be updated this quarter, but it was up, I think 20% year-over-year. What’s sort of the disconnect between the 20% rise in backlog and sort of flattish sales? Is it just that most of these orders are longer term, or what – is it timing related, or any color there would be great?

Good question, good observation. Keep in mind, that business is a different business. And during the last year, especially with COVID and supply chain and issues like that, the customers placed orders just to put what I call their taking hand into that, so that we have a longer term backlog in that area. And some of the customers have now looked at it and see what their needs are and stuff and push and shove into it. But that backlog is what I call it as large contracts and then it takes some time before the next ones come in. It’s a longer term play. Alan, maybe you can clarify a little bit more.

Yes. That’s the primary thing, just the timing of deliveries to customers, some of them who are adjusting their own inventory on hand requirements. Supply chain continues to play a role in that too, where we might have 99% of the components, but we might be missing some small components that have delayed certain shipments. But that’s the general area. So yes, the backlog in Opto is very strong. Revenue – the conversion to revenue will be nice. And the productivity gains they have had been really, really noteworthy, which has generated a lot of the operating margin expansion.

And just to add on to a little bit more broader and maybe a little bit of broader thing, what I did say in my speech. One of the big things about that Opto business is our global presence. Manufacturing, whether U.S., whether it’s in Canada, it’s in England, it’s in Malaysia, it’s Indonesia, India. That helps a lot because the OEM customers that we have will place orders. The other focus is supply chain issue and the different parts of the world can supply different products, and everybody is looking an alternate to China. That’s been a very big plus point long-term, and we continue to work towards that and use that effectively.

Great. And you just mentioned supply, if I could just slip one more question. Just with this significant ramp coming up in security, is there any concern about your ability or the supply chain ability to kind of keep up with that pace in order to make these deliveries over the next 2 years, 3 years, 4 years?

Well, definitely. I mean that’s a big ramp-up. But we are well positioned. Again, internal intercompany also is a big asset that we have between the Opto supplying the product, which our competitors don’t have it. And we are basically very much focused into it. I won’t say that’s not a challenge. But at the same time, we feel that we are very much equipped, and we continue to look at it. We are working with the customer. We are working with our vendors as that Alan mentioned that definitely there are supply chain issues, cost issues. Also we continue to look at it, but that’s what our strength is. We continue to focus on it.

Great. Thanks. Appreciate all the color.

Thank you. This does conclude the question-and-answer session of today’s program. I would like to hand the program back to Deepak Chopra for any further remarks.

Thank you all once again for attending our conference call. And I again want to thank our employees, our stockholders for their confidence in us, our worldwide employees all over. It’s a very exciting time. We are focused on to it. And I will again talk to you and have a better feeling in August when we do the conference call for the year-end for what the next year looks like. With a $2 billion backlog, we are very much focused and excited about it. Thank you very much.

Thank you, ladies and gentlemen for your participation in today’s conference. This does conclude the program. You may now disconnect. Good day.