OSIシステムズの適時開示・決算・その他

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 21, 2025

OSI SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	000-23125	33-0238801
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NUMBER)	(IRS EMPLOYER IDENTIFICATION NO.)

12525 CHADRON AVENUE
HAWTHORNE, CA 90250

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(310) 978-0516
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		OSIS		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On August 21, 2025, we issued a press release announcing our financial results for the quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

We are furnishing the information contained in this Item 2.02 (including Exhibit 99.1). It shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

	Exhibit 99.1:		Press Release of OSI Systems, Inc. dated August 21, 2025.

	Exhibit 104:		Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit Number		Description

99.1		Press Release of OSI Systems, Inc. dated August 21, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OSI SYSTEMS, INC.

Date: August 21, 2025

	By:	/s/ Alan Edrick
		Alan Edrick
		Executive Vice President and Chief Financial Officer

EX-99.1 2 tm2523991d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

OSI SYSTEMS REPORTS FISCAL 2025 FOURTH QUARTER

AND FULL FISCAL YEAR FINANCIAL RESULTS

Record Q4 Revenues of $505 Million

Record Fiscal Year Revenues of $1.713 billion (up 11% YoY)

Q4 GAAP EPS of $3.03 and Record Non-GAAP EPS of $3.24

Fiscal Year GAAP EPS of $8.71 and Record Non-GAAP EPS of $9.36 (up 15% YoY)

Year-End Backlog of > $1.8 Billion

HAWTHORNE, Calif. — (BUSINESS WIRE) — August 21, 2025 — OSI Systems, Inc. (the “Company” or “OSI Systems”) (NASDAQ: OSIS) today announced its financial results for the three months and fiscal year ended June 30, 2025.

Ajay Mehra, OSI Systems’ President and Chief Executive Officer, stated “We are pleased to report record-breaking fourth quarter and 2025 fiscal year revenues and non-GAAP earnings per share, led by excellent execution in our Security division. Fourth quarter performance was driven by strong growth in the Security division’s service revenues resulting from an increasing installed base of our products. With robust bookings, solid backlog and high visibility into our opportunity pipeline, we are poised for success in fiscal 2026 and expect to deliver strong cash flow this fiscal year.”

Financial Summary

	Three Months Ended June 30,									Fiscal Years Ended June 30,
(In thousands, except per-share amounts)	2024			2025			% Growth			2024			2025			% Growth
Revenues	$	480,907		$	504,985			5	%	$	1,538,758		$	1,713,166			11	%

Operating income - GAAP	$	62,818		$	73,022			16	%	$	189,061		$	217,524			15	%
% of revenues		13.1	%		14.5	%					12.3	%		12.7	%

Operating income - non- GAAP	$	71,211		$	79,479			12	%	$	212,218		$	240,855			13	%
% of revenues		14.8	%		15.7	%					13.8	%		14.1	%

Earnings per share - GAAP	$	2.55		$	3.03			19	%	$	7.38		$	8.71			18	%
Earnings per share - non-GAAP	$	2.84		$	3.24			14	%	$	8.13		$	9.36			15	%

Effective tax rate - GAAP		18.3	%		19.8	%					20.5	%		19.6	%
Normalized tax rate - non-GAAP		21.2	%		21.9	%					23.4	%		23.2	%

Book to Bill Ratio		0.8			1.0						0.9			1.1

Cash flow provided by (used in) operating activities	$	(29,041	)	$	561					$	(87,501	)	$	97,592
Capital expenditures	$	8,499		$	6,119					$	22,102		$	23,832

Alan Edrick, OSI Systems’ Executive Vice President and Chief Financial Officer, added “Subsequent to fiscal year end, we expanded our credit facility to increase our total borrowing capacity to $825 million and extended the maturity to July 2030. With this enhanced facility coupled with our expected strong cash flow generation in fiscal 2026, we are well-positioned to invest in strategic initiatives and drive long-term value.”

Fiscal Year 2026 Outlook

			Guidance
Revenues			$1.805 billion - $1.850 billion
YoY Growth Rate			5.4% - 8.0%

Non-GAAP Diluted Earnings Per Share			$10.11 - $10.39
YoY Growth Rate			8.0% - 11.0%

The Company is providing its fiscal 2026 revenues and non-GAAP diluted earnings per share guidance, as indicated above. Actual revenues and non-GAAP diluted earnings per share could vary from this guidance due to factors discussed under “Forward-Looking Statements” or other factors.

The Company’s fiscal 2026 diluted earnings per share guidance is provided on a non-GAAP basis only. The Company does not provide a reconciliation of guidance for non-GAAP adjusted diluted EPS to GAAP diluted EPS (the most directly comparable GAAP measure) on a forward-looking basis because the Company is unable to provide a meaningful or accurate compilation of reconciling items and certain information is not available. This is due to the inherent difficulty and complexity in accurately forecasting the timing and amounts of various items included in the calculation of GAAP diluted EPS but excluded in the calculation of non-GAAP diluted EPS, such as acquisition costs and other non-recurring items that have not yet occurred, are out of the Company’s control or cannot otherwise reasonably be predicted. For the same reasons, the Company is unable to address the significance of unavailable information which may be material and therefore could result in GAAP diluted EPS being materially different from projected non-GAAP diluted EPS.

Conference Call Information

The Company will host a conference call and simultaneous webcast beginning at 9:00 am PT (12:00 pm ET) today to discuss its financial results for the 2025 fourth fiscal quarter and full fiscal year. To listen, please visit the Investor Relations section of the OSI Systems website at http://investors.osi-systems.com/index.cfm and follow the link that will be posted on the front page. A replay of the webcast will be available beginning shortly after the conclusion of the conference call for approximately three months thereafter. The replay can be accessed through the Company’s website at www.osi-systems.com.

About OSI Systems

OSI Systems designs and manufactures specialized electronic systems and components for critical applications. The Company operates through three key segments: Security, Optoelectronics and Manufacturing, and Healthcare. Its Security division delivers advanced inspection systems, turnkey screening solutions, and comprehensive support services to protect people and infrastructure. The Optoelectronics and Manufacturing segment serves as a trusted global supplier of high-performance optoelectronic solutions and precision manufacturing services for leading OEMs. The Healthcare segment focuses on patient monitoring, diagnostic cardiology, and related services to enhance clinical care and patient outcomes. Serving over 170 countries, OSI Systems strategically positions its sales, service, R&D, and manufacturing capabilities worldwide to provide fast and efficient delivery and support. For more information on OSI Systems or any of its subsidiary companies, visit www.osi-systems.com.

Presentation of Non-GAAP Financial Measures

News Filter: OSIS-E This earnings release includes a presentation of non-GAAP net income, non-GAAP diluted earnings per share, non-GAAP operating income (loss) by segment and non-GAAP operating margin, all of which are non-GAAP financial measures. The presentation of these non-GAAP figures is provided to allow for the comparison of the underlying performance of the Company, excluding the impact of restructuring and other charges (including certain legal costs), amortization of intangible assets acquired through business acquisitions, and associated tax effects, and discrete income tax items. Although we exclude amortization of acquired intangible assets from our non-GAAP figures, revenue generated from such intangibles is included in determining non-GAAP financial performance of the Company. Management believes that the non-GAAP financial measures presented in this earnings release provide (i) enhanced insight into the ongoing operations of the Company, (ii) meaningful information regarding the Company’s financial results (excluding amounts management does not view as reflective of ongoing operating results) for purposes of planning, forecasting and assessing the performance of the Company’s businesses, (iii) a meaningful comparison of financial results of the current period against results of past periods and (iv) financial results that are generally more comparable to financial results of peer companies than are GAAP figures. Non-GAAP financial measures should not be assessed in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. Our non-GAAP measures may not be the same as measures used by other companies due to possible differences in methods and in the items or events for which adjustments are made.

Reconciliations of GAAP financial information to non-GAAP financial information are provided in the accompanying tables. The financial results calculated in accordance with GAAP and reconciliations from those financial results should be carefully evaluated.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to the Company's current expectations, beliefs, and projections concerning matters that are not historical facts. Forward-looking statements are not guarantees of future performance and involve uncertainties, risks, assumptions, and contingencies, many of which are outside the Company's control and which may cause actual results to differ materially from those described in or implied by any forward-looking statement. Forward-looking statements include, but are not limited to, information provided regarding expected revenues, earnings, growth, cash flow generation, and operational performance in fiscal 2026 and beyond. The Company could be exposed to a variety of negative consequences as a result of delays related to the award of domestic and international contracts; failure to secure the renewal of key customer contracts; delays in customer programs; delays in revenue recognition related to the timing of customer acceptance; the impact of potential information technology, cybersecurity or data security breaches; changes in domestic and foreign government spending and budgetary, procurement and trade policies adverse to the Company's businesses; the impact of the Russia-Ukraine conflict or conflicts in the Middle East, including the potential for broad economic disruption; global economic uncertainty, including the impact of tariffs; material delays and cancellations of orders or deliveries thereon, supply chain disruptions, plant closures, or other adverse impacts on the Company’s ability to execute business plans; unfavorable currency exchange rate fluctuations; unfavorable interest rate fluctuations; effect of changes in tax legislation; market acceptance of the Company's new and existing technologies, products, and services; the Company's ability to win new business and convert orders received to sales within the current fiscal year; contract and regulatory compliance matters, and actions which, if brought, could result in judgments, settlements, fines, injunctions, debarment, or penalties; and other risks and uncertainties, including, but not limited to, those detailed herein and from time to time in the Company's Securities and Exchange Commission filings, which could have a material and adverse impact on the Company's business, financial condition, and results of operations. For additional information on these and other factors that could cause the Company's future results to differ materially from those in any forward-looking statements, see the section titled "Risk Factors" in the Company's most recently filed Annual Report on Form 10-K and other risks described therein and in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission. Undue reliance should not be placed on forward-looking statements, which are based on currently available information and speak only as of the date on which they are made. The Company assumes no obligation to update any forward-looking statement made in this press release that becomes untrue because of subsequent events, new information, or otherwise, except to the extent required to do so under federal securities laws.

For Additional Information, Contact:

OSI Systems, Inc.

Ajay Vashishat

Vice President

Telephone: (310) 349-2237

avashishat@osi-systems.com

OSI SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three Months Ended June 30,						Fiscal Year Ended June 30,
	2024			2025			2024			2025
Revenues:
Products	$	390,342		$	392,633		$	1,207,590		$	1,323,291
Services		90,565			112,352			331,168			389,875
Total net revenues		480,907			504,985			1,538,758			1,713,166
Cost of goods sold:
Products		274,408			277,821			822,346			908,997
Services		52,182			58,926			185,954			216,987
Total cost of goods sold		326,590			336,747			1,008,300			1,125,984
Gross profit		154,317			168,238			530,458			587,182
Operating expenses:
Selling, general and administrative		71,745			74,685			269,731			290,879
Research and development		15,859			18,844			65,275			73,444
Restructuring and other charges, net		3,895			1,687			6,391			5,335
Total operating expenses		91,499			95,216			341,397			369,658
Income from operations		62,818			73,022			189,061			217,524
Interest and other expense, net		(8,158	)		(7,224	)		(27,847	)		(31,430	)
Income before income taxes		54,660			65,798			161,214			186,094
Provision for income taxes		(9,981	)		(13,050	)		(33,060	)		(36,457	)

Net income	$	44,679		$	52,748		$	128,154		$	149,637

Diluted earnings per share	$	2.55		$	3.03		$	7.38		$	8.71
Weighted average shares outstanding – diluted		17,504			17,412			17,354			17,178

OSI SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 30, 2024		June 30, 2025
Assets

Cash and cash equivalents	$	95,353	$	106,405
Accounts receivable, net		648,155		837,743
Inventories		397,939		407,174
Prepaid expenses and other current assets		74,077		71,539
Total current assets		1,215,524		1,422,861
Property and equipment, net		113,967		126,747
Goodwill		351,480		387,393
Intangible assets, net		139,529		183,290
Other non-current assets		115,508		120,966
Total Assets	$	1,936,008	$	2,241,257

Liabilities and Stockholders' Equity

Bank lines of credit	$	384,000	$	178,000
Current portion of long-term debt		8,167		8,130
Accounts payable and accrued expenses		248,427		281,304
Other current liabilities		174,043		229,504
Total current liabilities		814,637		696,938
Long-term debt		129,383		463,504
Other long-term liabilities		128,505		129,731
Total liabilities		1,072,525		1,290,173
Total stockholders’ equity		863,483		951,084
Total Liabilities and Stockholders’ Equity	$	1,936,008	$	2,241,257

SEGMENT INFORMATION AND NON-GAAP FINANCIAL MEASURES

	Three Months Ended June 30,
	2024															2025
(In thousands, except per-share amounts)	Revenues			Operating Income			% of Revenues			Net Income			EPS			Revenues			Operating Income			% of Revenues			Net Income			EPS
OSI Consolidated
GAAP basis	$	480,907		$	62,818			13.1	%	$	44,679		$	2.55		$	504,985		$	73,022		$	14.5	%	$	52,748		$	3.03
Restructuring and other charges, net					3,895			0.8	%		3,895			0.22						1,687			0.3	%		1,687			0.10
Amortization of acquired intangible assets					4,498			0.9	%		4,498			0.26						4,770			0.9	%		4,770			0.27
Tax benefit of non-GAAP adjustments											(1,796	)		(0.10	)											(1,380	)		(0.08	)
Discrete tax benefit											(1,596	)		(0.09	)											(1,373	)		(0.08	)
Non-GAAP basis				$	71,211			14.8	%	$	49,680		$	2.84					$	79,479			15.7	%	$	56,452		$	3.24

	Revenues			Operating Income			% of Revenues									Revenues			Operating Income			% of Revenues
Revenue and Operating Income by Segment
Security
GAAP basis	$	342,509		$	60,678			17.7	%							$	366,971		$	70,538			19.2	%
Restructuring and other charges, net					54			0.0	%											-			0.0	%
Amortization of acquired intangible assets					2,801			0.8	%											4,174			1.2	%
Non-GAAP basis					63,533			18.5	%											74,712			20.4	%

Optoelectronics & Manufacturing
GAAP basis		102,069			10,321			10.1	%								112,667			14,999			13.3	%
Restructuring and other charges, net					2,468			2.4	%											-			0.0	%
Amortization of acquired intangible assets					1,396			1.4	%											327			0.3	%
Non-GAAP basis					14,185			13.9	%											15,326			13.6	%

Healthcare
GAAP basis		50,305			3,856			7.7	%								42,684			(1,368	)		-3.2	%
Restructuring and other charges, net					499			1.0	%											1,467			3.4	%
Amortization of acquired intangible assets					301			0.6	%											269			0.7	%
Non-GAAP basis					4,656			9.3	%											368			0.9	%

Corporate Elimination
GAAP basis		(13,976	)		(12,037	)											(17,337	)		(11,147	)
Restructuring and other charges, net					874															220
Non-GAAP basis					(11,163	)														(10,927	)

OSI Consolidated
GAAP basis	$	480,907			62,818			13.1	%							$	504,985			73,022			14.5	%
Restructuring and other charges, net					3,895			0.8	%											1,687			0.3	%
Amortization of acquired intangible assets					4,498			0.9	%											4,770			0.9	%
Non-GAAP basis				$	71,211			14.8	%										$	79,479			15.7	%

SEGMENT INFORMATION AND NON-GAAP FINANCIAL MEASURES

	Years Ended June 30,
	2024															2025
(In thousands, except per-share amounts)	Revenues			Operating Income			% of Revenues			Net Income			EPS			Revenues			Operating Income			% of Revenues			Net Income			EPS
OSI Consolidated
GAAP basis	$	1,538,758		$	189,061			12.3	%	$	128,154		$	7.38		$	1,713,166		$	217,524			12.7	%	$	149,637		$	8.71
Restructuring and other charges, net					6,391			0.4	%		6,391			037						5,335			0.3	%		5,335			0.31
Amortization of acquired intangible assets					16,766			1.1	%		16,766			0.97						17,996			1.1	%		17,996			1.05
Tax benefit of non-GAAP adjustments											(5,428	)		(0.32	)											(5,413	)		(0.32	)
Discrete tax benefit											(4,729	)		(0.27	)											(6,717	)		(0.39	)
Non-GAAP basis				$	212,218			13.8	%	$	141,154		$	8.13					$	240,855			14.1	%	$	160,838		$	9.36

	Revenues			Operating Income			% of Revenues									Revenues			Operating Income			% of Revenues
Revenue and Operating Income by Segment
Security
GAAP basis	$	1,043,073		$	183,270			17.5	%							$	1,196,180		$	204,952			17.1	%
Restructuring and other charges, net					675			0.1	%											1,882			0.2	%
Amortization of acquired intangible assets					11,567			1.1	%											14,882			1.2	%
Non-GAAP basis					195,512			18.7	%											221,716			18.5	%

Optoelectronics & Manufacturing
GAAP basis		384,268			42,814			11.2	%								412,065			51,540			12.5	%
Restructuring and other charges, net					3,548			0.9	%											619			0.2	%
Amortization of acquired intangible assets					3,994			1.0	%											1,862			0.4	%
Non-GAAP basis					50,356			13.1	%											54,021			13.1	%

Healthcare
GAAP basis		171,435			6,013			3.5	%								168,362			2,462			1.5	%
Restucturing and other charges, net					810			0.5	%											2,246			1.3	%
Amortization of acquired intangible assets					1,205			0.7	%											1,252			0.7	%
Non-GAAP basis					8,028			4.7	%											5,960			3.5	%

Corporate Elimination
GAAP basis		(60,018	)		(43,036	)											(63,441	)		(41,430	)
Restructuring and other charges, net					1,358															588
Non-GAAP basis					(41,678	)														(40,842	)

OSI Consolidated
GAAP basis	$	1,538,758			189,061			12.3	%							$	1,713,166			217,524			12.7	%
Restructuring and other charges, net					6,391			0.4	%											5,335			0.3	%
Amortization of acquired intangible assets					16,766			1.1	%											17,996			1.1	%
Non-GAAP basis				$	212,218			13.8	%										$	240,855			14.1	%