OSI SYSTEMS INC 10-Q

ITEM 1. FINANCIAL STATEMENTS ​ OSI SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (amounts in thousands, except share amounts and par value) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ March 31, ​ 2024 2025 ASSETS ​ ​ ​ ​ ​ ​ CURRENT ASSETS: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 95,353 ​ $ 95,830 Accounts receivable, net ​ 648,155 ​ ​ 672,176 Inventories ​ 397,939 ​ ​ 438,954 Prepaid expenses and other current assets ​ 74,077 ​ ​ 65,569 Total current assets ​ 1,215,524 ​ ​ 1,272,529 Property and equipment, net ​ 113,967 ​ ​ 124,352 Goodwill ​ 351,480 ​ ​ 382,861 Intangible assets, net ​ 139,529 ​ ​ 183,322 Other assets ​ 115,508 ​ ​ 117,933 Total assets ​ $ 1,936,008 ​ $ 2,080,997 LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ CURRENT LIABILITIES: ​ ​ ​ ​ ​ ​ Bank lines of credit ​ $ 384,000 ​ $ 156,000 Current portion of long-term debt ​ 8,167 ​ ​ 8,145 Accounts payable ​ 191,149 ​ ​ 173,078 Accrued payroll and related expenses ​ 46,732 ​ ​ 45,771 Advances from customers ​ 53,431 ​ ​ 62,926 Other accrued expenses and current liabilities ​ 131,158 ​ ​ 158,037 Total current liabilities ​ 814,637 ​ ​ 603,957 Long-term debt, net ​ 129,383 ​ ​ 465,051 Other long-term liabilities ​ 128,505 ​ ​ 132,664 Total liabilities ​ 1,072,525 ​ ​ 1,201,672 Commitments and contingencies (Note 10) ​ ​ ​ ​ ​ ​ STOCKHOLDERS’ EQUITY: ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.001 par value— 10,000,000 shares authorized; no shares issued or outstanding ​ — ​ ​ — Common stock, $ 0.001 par value— 100,000,000 shares authorized; issued and outstanding, 17,055,497 shares at June 30, 2024 and 16,788,617 shares at March 31, 2025 ​ 24,289 ​ ​ 19,825 Retained earnings ​ 861,230 ​ ​ 889,506 Accumulated other comprehensive loss ​ ( 22,036 ) ​ ​ ( 30,006 ) Total stockholders’ equity ​ 863,483 ​ ​ 879,325 Total liabilities and stockholders’ equity ​ $ 1,936,008 ​ $ 2,080,997 ​ See accompanying notes to condensed consolidated financial statements. ​ 3 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (amounts in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ Nine Months Ended March 31, ​ 2024 2025 2024 2025 Net revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ $ 327,360 ​ $ 341,179 ​ $ 817,248 ​ $ 930,658 Services ​ 78,046 ​ ​ 103,175 ​ ​ 240,603 ​ ​ 277,523 Total net revenues ​ 405,406 ​ ​ 444,354 ​ ​ 1,057,851 ​ ​ 1,208,181 Cost of goods sold: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ 223,570 ​ ​ 236,667 ​ ​ 547,938 ​ ​ 631,176 Services ​ 45,741 ​ ​ 57,396 ​ ​ 133,772 ​ ​ 158,061 Total cost of goods sold ​ 269,311 ​ ​ 294,063 ​ ​ 681,710 ​ ​ 789,237 Gross profit ​ 136,095 ​ ​ 150,291 ​ ​ 376,141 ​ ​ 418,944 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ 66,584 ​ ​ 73,249 ​ ​ 197,986 ​ ​ 216,194 Research and development ​ 17,144 ​ ​ 18,570 ​ ​ 49,416 ​ ​ 54,600 Restructuring and other charges, net ​ 1,004 ​ ​ 2,255 ​ ​ 2,496 ​ ​ 3,648 Total operating expenses ​ 84,732 ​ ​ 94,074 ​ ​ 249,898 ​ ​ 274,442 Income from operations ​ 51,363 ​ ​ 56,217 ​ ​ 126,243 ​ ​ 144,502 Interest and other expense, net ​ ( 7,407 ) ​ ​ ( 8,228 ) ​ ​ ( 19,689 ) ​ ​ ( 24,206 ) Income before income taxes ​ 43,956 ​ ​ 47,989 ​ ​ 106,554 ​ ​ 120,296 Provision for income taxes ​ ( 9,913 ) ​ ​ ( 6,855 ) ​ ​ ( 23,079 ) ​ ​ ( 23,407 ) Net income ​ $ 34,043 ​ $ 41,134 ​ $ 83,475 ​ $ 96,889 Earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 2.00 ​ $ 2.45 ​ $ 4.92 ​ $ 5.78 Diluted ​ $ 1.95 ​ $ 2.40 ​ $ 4.82 ​ $ 5.67 Shares used in per share calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 17,042 ​ ​ 16,781 ​ ​ 16,954 ​ ​ 16,749 Diluted ​ 17,425 ​ ​ 17,159 ​ ​ 17,301 ​ ​ 17,089 ​ See accompanying notes to condensed consolidated financial statements. ​ 4 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED ) (amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ Nine Months Ended March 31, ​ 2024 2025 2024 2025 Net income ​ $ 34,043 ​ $ 41,134 ​ $ 83,475 ​ $ 96,889 Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustment, net of tax ​ ( 2,300 ) ​ ​ 2,386 ​ ​ ( 77 ) ​ ​ ( 5,895 ) Net unrealized gain (loss) on derivatives, net of tax ​ ​ 1,731 ​ ​ ( 917 ) ​ ​ ( 512 ) ​ ​ ( 2,455 ) Other, net of tax ​ ​ 137 ​ ​ — ​ ​ 411 ​ ​ 380 Other comprehensive income (loss) ​ ​ ( 432 ) ​ ​ 1,469 ​ ​ ( 178 ) ​ ​ ( 7,970 ) Comprehensive income ​ $ 33,611 ​ $ 42,603 ​ $ 83,297 ​ $ 88,919 ​ See accompanying notes to condensed consolidated financial statements. ​ 5 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (amounts in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ Common Stock ​ ​ ​ ​ Other ​ ​ ​ ​ Number of ​ ​ Retained Comprehensive ​ ​ ​ Shares Amount Earnings Loss Total Balance—December 31, 2023 17,011,639 ​ $ 7,308 ​ $ 782,508 ​ $ ( 19,373 ) ​ $ 770,443 Exercise of stock options 2,278 ​ ​ 203 ​ ​ — ​ ​ — ​ ​ 203 Vesting of RSUs 4,428 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Shares issued under employee stock purchase program ​ 31,968 ​ ​ 2,296 ​ ​ — ​ ​ — ​ ​ 2,296 Stock-based compensation expense — ​ ​ 7,069 ​ ​ — ​ ​ — ​ ​ 7,069 Taxes paid related to net share settlement of equity awards ( 1,609 ) ​ ​ ( 209 ) ​ ​ — ​ ​ — ​ ​ ( 209 ) Net income — ​ ​ — ​ ​ 34,043 ​ ​ — ​ ​ 34,043 Other comprehensive loss — ​ ​ — ​ ​ — ​ ​ ( 432 ) ​ ​ ( 432 ) Balance—March 31, 2024 ​ 17,048,704 ​ $ 16,667 ​ $ 816,551 ​ $ ( 19,805 ) ​ $ 813,413 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ Common Stock ​ ​ ​ ​ Other ​ ​ ​ ​ Number of ​ ​ Retained Comprehensive ​ ​ ​ Shares Amount Earnings Loss Total Balance—December 31, 2024 16,745,805 ​ $ 8,933 ​ $ 848,372 ​ $ ( 31,475 ) ​ $ 825,830 Exercise of stock options 9,019 ​ ​ 798 ​ ​ — ​ ​ — ​ ​ 798 Vesting of RSUs 503 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Shares issued under employee stock purchase program ​ 33,478 ​ ​ 2,582 ​ ​ — ​ ​ — ​ ​ 2,582 Stock-based compensation expense — ​ ​ 7,563 ​ ​ — ​ ​ — ​ ​ 7,563 Taxes paid related to net share settlement of equity awards ( 188 ) ​ ​ ( 51 ) ​ ​ — ​ ​ — ​ ​ ( 51 ) Net income — ​ ​ — ​ ​ 41,134 ​ ​ — ​ ​ 41,134 Other comprehensive income — ​ ​ — ​ ​ — ​ ​ 1,469 ​ ​ 1,469 Balance—March 31, 2025 ​ 16,788,617 ​ $ 19,825 ​ $ 889,506 ​ $ ( 30,006 ) ​ $ 879,325 ​ ​ 6 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (amounts in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended March 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ Common Stock ​ ​ ​ ​ Other ​ ​ ​ ​ Number of ​ ​ Retained Comprehensive ​ ​ ​ Shares Amount Earnings Loss Total Balance—June 30, 2023 16,755,772 ​ $ 9,835 ​ $ 735,957 ​ $ ( 19,627 ) ​ $ 726,165 Exercise of stock options 16,767 ​ ​ 1,387 ​ ​ — ​ ​ — ​ ​ 1,387 Vesting of RSUs 389,042 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Shares issued under employee stock purchase program 61,781 ​ ​ 4,327 ​ ​ — ​ ​ — ​ ​ 4,327 Stock-based compensation expense — ​ ​ 21,486 ​ ​ — ​ ​ — ​ ​ 21,486 Taxes paid related to net share settlement of equity awards ( 174,658 ) ​ ​ ( 20,368 ) ​ ​ ( 2,881 ) ​ ​ — ​ ​ ( 23,249 ) Net income — ​ ​ — ​ ​ 83,475 ​ ​ — ​ ​ 83,475 Other comprehensive loss — ​ ​ — ​ ​ — ​ ​ ( 178 ) ​ ​ ( 178 ) Balance—March 31, 2024 ​ 17,048,704 ​ $ 16,667 ​ $ 816,551 ​ $ ( 19,805 ) ​ $ 813,413 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ Common Stock ​ ​ ​ ​ Other ​ ​ ​ ​ Number of ​ ​ Retained Comprehensive ​ ​ ​ Shares Amount Earnings Loss Total Balance—June 30, 2024 ​ 17,055,497 ​ $ 24,289 ​ $ 861,230 ​ $ ( 22,036 ) ​ $ 863,483 Exercise of stock options ​ 28,229 ​ ​ 2,600 ​ ​ — ​ ​ — ​ ​ 2,600 Vesting of RSUs ​ 322,909 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Shares issued under employee stock purchase program ​ 64,621 ​ ​ 4,911 ​ ​ — ​ ​ — ​ ​ 4,911 Stock-based compensation expense ​ — ​ ​ 22,494 ​ ​ — ​ ​ — ​ ​ 22,494 Repurchase of common stock ​ ( 531,314 ) ​ ​ ( 28,919 ) ​ ​ ( 51,524 ) ​ ​ — ​ ​ ( 80,443 ) Taxes paid related to net share settlement of equity awards ​ ( 151,325 ) ​ ​ ( 5,550 ) ​ ​ ( 17,089 ) ​ ​ — ​ ​ ( 22,639 ) Net income ​ — ​ ​ — ​ ​ 96,889 ​ ​ — ​ ​ 96,889 Other comprehensive loss ​ — ​ ​ — ​ ​ — ​ ​ ( 7,970 ) ​ ​ ( 7,970 ) Balance—March 31, 2025 16,788,617 ​ $ 19,825 ​ $ 889,506 ​ $ ( 30,006 ) ​ $ 879,325 ​ ​ 7 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended March 31, ​ 2024 2025 CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ Net income ​ $ 83,475 ​ $ 96,889 Adjustments to reconcile net income to net cash provided by (used in) operating activities, net of effects from acquisitions: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 30,485 ​ ​ 32,664 Stock-based compensation expense ​ 21,486 ​ ​ 22,494 Provision for (recovery of) losses on accounts receivable ​ ​ 2,059 ​ ​ ( 1,677 ) Deferred income taxes ​ ​ ( 524 ) ​ ​ 13 Amortization of debt discount and issuance costs ​ — ​ ​ 1,249 Other ​ 10 ​ ​ 134 Changes in operating assets and liabilities—net of business acquisitions: ​ ​ ​ ​ ​ ​ Accounts receivable ​ ( 118,989 ) ​ ​ ( 28,086 ) Inventories ​ ( 101,446 ) ​ ​ ( 41,531 ) Prepaid expenses and other assets ​ ( 41,503 ) ​ ​ ( 80 ) Accounts payable ​ 32,933 ​ ​ ( 23,133 ) Accrued payroll and related expenses ​ ​ ( 8,155 ) ​ ​ ( 2,974 ) Advances from customers ​ 43,805 ​ ​ 9,829 Deferred revenue ​ ​ 3,105 ​ ​ 25,780 Other liabilities ​ ( 5,199 ) ​ ​ 5,459 Net cash provided by (used in) operating activities ​ ( 58,458 ) ​ ​ 97,030 CASH FLOWS FROM INVESTING ACTIVITIES ​ ​ ​ ​ ​ ​ Acquisition of property and equipment ​ ( 13,604 ) ​ ​ ( 17,713 ) Proceeds from sale of property and equipment ​ ​ 293 ​ ​ 174 Proceeds from maturities of certificates of deposit ​ ​ 10,329 ​ ​ 110 Acquisition of business, net of cash acquired ​ ( 9,046 ) ​ ​ ( 75,500 ) Payments for intangible and other assets ​ ( 12,906 ) ​ ​ ( 13,517 ) Net cash used in investing activities ​ ( 24,934 ) ​ ​ ( 106,446 ) CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ Net borrowings (repayments) on bank lines of credit ​ 134,000 ​ ​ ( 228,000 ) Proceeds from long-term debt ​ 1,110 ​ ​ 340,575 Payments on long-term debt ​ ( 6,248 ) ​ ​ ( 6,173 ) Proceeds from exercise of stock options and employee stock purchase plan ​ 5,714 ​ ​ 7,511 Payment of contingent consideration ​ ​ ( 602 ) ​ ​ ( 477 ) Repurchase of common stock ​ — ​ ​ ( 80,443 ) Taxes paid related to net share settlement of equity awards ​ ( 23,249 ) ​ ​ ( 22,639 ) Net cash provided by financing activities ​ 110,725 ​ ​ 10,354 Effect of exchange rate changes on cash ​ ( 2,640 ) ​ ​ ( 461 ) Net increase in cash and cash equivalents ​ 24,693 ​ ​ 477 Cash and cash equivalents—beginning of period ​ 76,750 ​ ​ 95,353 Cash and cash equivalents—end of period ​ $ 101,443 ​ $ 95,830 Supplemental disclosure of cash flow information: ​ ​ ​ ​ ​ ​ Cash paid, net during the period for: ​ ​ ​ ​ ​ ​ Interest ​ $ 18,868 ​ $ 21,869 Income taxes ​ $ 33,703 ​ $ 33,464 ​ See accompanying notes to condensed consolidated financial statements. ​ 8 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) ​ 1. Basis of Presentation The condensed consolidated financial statements include the accounts of OSI Systems, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded in accordance with SEC rules and regulations and GAAP applicable to interim unaudited financial statements. Accordingly, the condensed consolidated financial statements do not include all information and footnotes required by GAAP for audited annual financial statements. In management’s opinion, the condensed consolidated financial statements reflect all adjustments of a normal and recurring nature that are considered necessary for a fair presentation of the results for the interim periods presented. These unaudited condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC. The results of operations for the three and nine months ended March 31, 2025 are not necessarily indicative of the operating results to be expected for the full 2025 fiscal year or any future periods. Use of Estimates ​ The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales, costs of sales and expenses during the reporting period. The most significant of these estimates and assumptions for our company relate to contract revenue, fair values of assets acquired and liabilities assumed in business combinations, values for inventories reported at lower of cost or net realizable value, stock-based compensation expense, income taxes, accrued warranty costs, contingent consideration, allowance for doubtful accounts, and the recoverability, useful lives and valuation of recorded amounts of long-lived assets, identifiable intangible assets and goodwill. Changes in estimates are reflected in the periods during which they become known. Due to the inherent uncertainty involved in making estimates, our actual amounts reported in future periods could differ materially from estimated amounts. ​ Earnings Per Share Computations ​ We compute basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income available to common stockholders by the sum of the weighted average number of common shares and dilutive potential common shares outstanding during the period. Potential common shares consist of the shares issuable upon the exercise of stock options and restricted stock unit awards under the treasury stock method. The underlying equity component of the 2.25 % convertible senior notes due 2029 (the “2029 Notes”) discussed in Note 8 to the condensed consolidated financial statements will have a net impact on diluted earnings per share when the average price of our common stock exceeds the conversion price of $ 191.98 because the principal amount of the 2029 Notes will be settled in cash upon conversion. There was no dilutive effect of the 2029 Notes for the three and nine months ended March 31, 2025 as the average price of our common stock was below the conversion price for each of the quarterly periods in fiscal year 2025. ​ 9 Table of Contents The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, Nine Months Ended March 31, ​ ​ 2024 2025 2024 2025 Net income available to common stockholders ​ $ 34,043 ​ $ 41,134 ​ $ 83,475 ​ $ 96,889 Weighted average shares outstanding—basic ​ 17,042 ​ ​ 16,781 ​ 16,954 ​ 16,749 Dilutive effect of equity awards ​ 383 ​ ​ 378 ​ 347 ​ 340 Weighted average shares outstanding—diluted ​ 17,425 ​ ​ 17,159 ​ 17,301 ​ 17,089 Basic earnings per share ​ $ 2.00 ​ $ 2.45 ​ $ 4.92 ​ $ 5.78 Diluted earnings per share ​ $ 1.95 ​ $ 2.40 ​ $ 4.82 ​ $ 5.67 Shares excluded from diluted earnings per share due to their anti-dilutive effect ​ ​ 22 ​ ​ 16 ​ ​ 11 ​ ​ 10 ​ Cash and Cash Equivalents ​ We consider all highly liquid investments with maturities of three months or less as of the acquisition date to be cash equivalents. Our cash and cash equivalents totaled $ 95.8 million at March 31, 2025. Of this amount, approximately 83 % was held by our foreign subsidiaries and subject to repatriation tax considerations. These foreign funds were held primarily by our subsidiaries in India, the United Kingdom and to a lesser extent in Singapore, Canada, and Malaysia among other countries. We have cash holdings in financial institutions that exceed insured limits for such financial institutions; however, we mitigate this risk by utilizing international financial institutions which we believe to be of high credit quality. ​ Fair Value of Financial Instruments ​ Our financial instruments consist primarily of cash and cash equivalents, insurance company contracts, accounts receivable, accounts payable, debt instruments, an interest rate swap contract and foreign currency forward contracts. The carrying values of financial instruments, other than long-term debt instruments and the interest rate swap contract, are representative of their fair values due to their short-term maturities. The carrying values of our long-term debt instruments, other than the 2029 Notes, are considered to approximate their fair values because the interest rates of these instruments are variable or comparable to current rates for financing available to us. The fair value of the 2029 Notes are based on observable inputs described below under Level 2. The fair values of our foreign currency forward contracts were not significant as of June 30, 2024 and March 31, 2025. ​ Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The “Level 1” category includes assets and liabilities measured at quoted prices in active markets for identical assets and liabilities. The “Level 2” category includes assets and liabilities measured from observable inputs other than quoted market prices. The “Level 3” category includes assets and liabilities for which valuation inputs are unobservable and significant to the fair value measurement. Our contingent payment obligations related to acquisitions, which are further discussed in Note 10 to the condensed consolidated financial statements, are in the “Level 3” category for valuation purposes. ​ The fair values of our financial assets and liabilities are categorized as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 March 31, 2025 ​ Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets—Insurance company contracts ​ $ — ​ $ 49,679 ​ $ — ​ $ 49,679 ​ $ — ​ $ 52,642 ​ $ — ​ $ 52,642 Assets – Interest rate swap contract ​ $ — ​ $ 4,735 ​ $ — ​ $ 4,735 ​ $ — ​ $ 1,473 ​ $ — ​ $ 1,473 Liabilities—Convertible debt ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 436,706 ​ $ — ​ $ 436,706 Liabilities—Contingent consideration ​ $ — ​ $ — ​ $ 15,375 ​ $ 15,375 ​ $ — ​ $ — ​ $ 21,542 ​ $ 21,542 ​ 10 Table of Contents Derivative Instruments and Hedging Activity ​ Our use of derivatives consists of foreign currency forward contracts and an interest rate swap agreement. Our foreign currency forward contracts are utilized to partially mitigate certain balance sheet exposures from short-term foreign currency fluctuations. These contracts have original maturities of up to three months. We also manage our risk to changes in interest rates using derivative instruments. We use fixed interest rate swaps to effectively convert a portion of the variable interest rate payments to fixed interest rate payments. We do not use hedging instruments for speculative purposes. ​ The net gains or losses from our foreign currency forward contracts, which are not designated as hedge instruments, are reported in our consolidated statements of operations. The amounts reported in the consolidated statements of operations for the three and nine months ended March 31, 2024 and 2025 were not significant. The fair value of our foreign currency forward contracts is estimated using a standard valuation model and market-based observable inputs over the contractual term. Unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. As of June 30, 2024 and March 31, 2025, we held foreign currency forward contracts with notional amounts totaling $ 96.4 million and $ 37.4 million, respectively. Unrealized gains and losses from our foreign currency forward contracts as of June 30, 2024 and March 31, 2025 were not significant. Our interest rate swap agreement was entered into to improve the predictability of cash flows from interest payments related to our variable, Secured Overnight Financing Rate (“SOFR”) based debt. The interest rate swap matures in December 2026. The interest rate swap is considered an effective cash flow hedge, and as a result, the net gains or losses on such instrument are reported as a component of other comprehensive income (loss) in our consolidated financial statements and are reclassified as net income when the underlying hedged interest impacts earnings. A qualitative and quantitative assessment of the interest rate swap hedge effectiveness is performed on a quarterly basis, unless facts and circumstances indicate that the hedge may no longer be highly effective. As of June 30, 2024 and March 31, 2025, the notional amount of the interest rate swap hedge derivative instrument was $ 175 million. The fair value of the interest rate swap agreement as of June 30, 2024 and March 31, 2025 is recorded in Other assets within the consolidated balance sheet. The effect of the cash flow hedges on other comprehensive income (loss) and earnings for the periods presented was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, Nine Months Ended March 31, ​ ​ 2024 2025 ​ 2024 2025 Total interest and other expense, net presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded ​ $ ( 7,407 ) ​ $ ( 8,228 ) ​ $ ( 19,689 ) ​ $ ( 24,206 ) Gain (loss) recognized in other comprehensive income (loss), net of tax ​ $ 1,731 ​ $ ( 917 ) ​ $ ( 512 ) ​ $ ( 2,455 ) Amount reclassified from accumulated other comprehensive income (loss) to interest expense, net ​ $ 897 ​ $ 449 ​ $ 2,681 ​ $ 1,984 ​ Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) and other regulatory bodies that are adopted as of the specified effective dates. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on our Consolidated Financial Statements upon adoption. There were no new pronouncements adopted in the first nine months of fiscal year 2025. In November 2023, the FASB issued Accounting Standards Update 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires disclosures of significant expenses by segment and interim disclosure of items that were previously required on an annual basis. ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. We are evaluating the potential impact of ASU 2023-07 on disclosures in our Consolidated Financial Statements which is effective beginning with our Form 10-K for fiscal year 2025 and interim periods beginning with the first quarter of fiscal year 2026. 11 Table of Contents In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid to or received from federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. We are evaluating the potential impact of ASU 2023-09 on disclosures in our Consolidated Financial Statements which is effective beginning with our Form 10-K for fiscal year 2026. In November 2024, the FASB issued a new standard to expand disclosures about income statement expenses. The guidance requires disaggregation of certain costs and expenses included in each relevant expense caption on our consolidated income statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The standard will be effective for us beginning with our Form 10-K for fiscal year 2028 and interim periods thereafter, with early adoption permitted. We are currently evaluating the impact of this standard on our disclosures. 2. Business Combinations Under Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), the acquisition method of accounting requires us to record assets acquired less liabilities assumed from an acquisition at their estimated fair values at the date of acquisition. Any excess of the total estimated purchase price over the estimated fair value of the net assets acquired should be recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customers, acquired technology, trade names, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions which are believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period for fair value, which is up to one year from the acquisition date, as additional information that existed at the acquisition date becomes available, we may record adjustments to the preliminary assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are included in earnings. Fiscal Year 2025 Business Acquisition In September 2024, we (through our Security division) acquired 100 % of the shares of common stock of a privately held provider of critical military, space and surveillance solutions to expand our customer base and offer additional products and services for existing customers, for approximately $ 76.0 million, plus up to $ 24.0 million in potential contingent consideration. We paid $ 75.5 million in cash at the closing of the transaction and recorded a holdback liability of $ 0.5 million which is expected to be released in November 2030. The cash paid for this acquisition was financed with borrowings from our credit facility. The acquisition date fair value of the contingent consideration was $ 9.7 million, therefore, when combined with the amount of cash paid at close and the holdback amount, total purchase consideration was $ 85.7 million which has been allocated to the preliminary fair value of assets acquired and liabilities assumed. The preliminary acquisition date fair value of total assets acquired, including measurement period adjustments, was $ 115.9 million which comprised accounts receivable of $ 26.6 million, inventory and other current assets of $ 4.5 million, property and equipment of $ 7.0 million, goodwill of $ 31.5 million, other intangible assets of $ 46.2 million and other noncurrent assets of $ 0.1 million. Goodwill includes the value of the assembled workforce, new customers and other future economic benefits which do not qualify for separate recognition. The goodwill recognized for this business acquisition is not deductible for income tax purposes. Other intangible assets include amortizable intangible assets of $ 38.2 million with amortization periods of 7 to 10 years and an indefinite-lived intangible asset of $ 8.0 million. The preliminary acquisition date fair value of total liabilities assumed, including measurement period adjustments, was $ 30.2 million, which includes a deferred tax liability of $ 9.4 million that was recognized primarily due to the acquisition of other intangible assets. The preliminary valuation of the assets acquired, liabilities assumed and contingent consideration in the acquisition is subject to revision. During the nine months ended March 31, 2025, we recorded measurement period adjustments which increased goodwill by $ 3.1 million due to a decrease in net working capital of $ 4.4 million and an increase in deferred income taxes of $ 1.0 million, which were partially offset by an increase in intangible assets of $ 2.3 million. The measurement period adjustments did not have a significant impact on the consolidated statement of operations. If additional information becomes available, we may further revise the preliminary purchase price allocation as soon as practical, but no later than one year from the acquisition date. Revenue from this acquired business was $ 50.7 million from the acquisition date through March 31, 2025. 12 Table of Contents Fiscal Year 2024 Business Acquisitions In December 2023, we (through our Optoelectronics and Manufacturing division) acquired a privately held contract manufacturer for approximately $ 6.3 million in cash. The acquisition was financed with cash on hand. The goodwill recognized for this business acquisition is deductible for income tax purposes. In October 2023, we (through our Security division) acquired a privately held provider of radiation detection technology for approximately $ 2.8 million in cash, plus up to $ 3.6 million in potential contingent consideration. The acquisition was financed with cash on hand. The goodwill recognized for this business acquisition is not deductible for income tax purposes. 3. Balance Sheet Details ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ March 31, Accounts receivable, net 2024 2025 Accounts receivable ​ $ 667,227 ​ $ 688,880 Less allowance for doubtful accounts ​ ( 19,072 ) ​ ​ ( 16,704 ) Total ​ $ 648,155 ​ $ 672,176 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ March 31, Inventories 2024 2025 Raw materials ​ $ 238,086 ​ $ 243,115 Work-in-process ​ 66,910 ​ ​ 99,790 Finished goods ​ 92,943 ​ ​ 96,049 Total ​ $ 397,939 ​ $ 438,954 ​ The following tables set forth details of selected balance sheet accounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ March 31, Property and equipment, net 2024 2025 Land ​ $ 15,494 ​ $ 16,067 Buildings, civil works and improvements ​ 48,552 ​ ​ 55,881 Leasehold improvements ​ 13,573 ​ ​ 15,022 Equipment and tooling ​ 146,819 ​ ​ 153,864 Furniture and fixtures ​ 3,348 ​ ​ 3,442 Computer equipment ​ 22,597 ​ ​ 25,534 Computer software ​ 29,195 ​ ​ 32,320 Computer software implementation in process ​ ​ 6,514 ​ ​ 4,780 Construction in process ​ 6,986 ​ ​ 7,003 Total ​ 293,078 ​ ​ 313,913 Less accumulated depreciation and amortization ​ ( 179,111 ) ​ ​ ( 189,561 ) Property and equipment, net ​ $ 113,967 ​ $ 124,352 ​ Depreciation and amortization expense for property and equipment was $ 5.1 million and $ 5.0 million for the three months ended March 31, 2024 and 2025, respectively, and $ 14.6 million and $ 16.7 million for each of the nine months ended March 31, 2024 and 2025. ​ 13 Table of Contents 4. Goodwill and Intangible Assets ​ The changes in the carrying value of goodwill by segment for the nine-month period ended March 31, 2025 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Optoelectronics ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ And ​ ​ ​ ​ ​ ​ ​ Security ​ Manufacturing ​ Healthcare ​ ​ ​ ​ Division Division Division Consolidated Balance as of June 30, 2024 ​ $ 232,215 ​ $ 70,807 ​ $ 48,458 ​ $ 351,480 Goodwill acquired during the period (see Note 2) ​ 31,518 ​ ​ — ​ ​ — ​ ​ 31,518 Foreign currency translation adjustment ​ ( 56 ) ​ ​ 68 ​ ​ ( 149 ) ​ ​ ( 137 ) Balance as of March 31, 2025 ​ $ 263,677 ​ $ 70,875 ​ $ 48,309 ​ $ 382,861 ​ Intangible assets consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 ​ March 31, 2025 ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ Accumulated ​ Intangibles ​ Carrying ​ Accumulated ​ Intangibles ​ Value Amortization Net Value Amortization Net Amortizable assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Software development costs ​ $ 79,228 ​ $ ( 10,646 ) ​ $ 68,582 ​ $ 89,114 ​ $ ( 9,845 ) ​ $ 79,269 Patents ​ ​ 9,116 ​ ​ ( 3,861 ) ​ ​ 5,255 ​ ​ 9,532 ​ ​ ( 4,215 ) ​ ​ 5,317 Developed technology ​ ​ 70,186 ​ ​ ( 45,740 ) ​ ​ 24,446 ​ ​ 99,134 ​ ​ ( 53,253 ) ​ ​ 45,881 Customer relationships ​ ​ 51,113 ​ ​ ( 41,421 ) ​ ​ 9,692 ​ ​ 34,640 ​ ​ ( 21,356 ) ​ ​ 13,284 Total amortizable assets ​ 209,643 ​ ​ ( 101,668 ) ​ ​ 107,975 ​ ​ 232,420 ​ ​ ( 88,669 ) ​ ​ 143,751 Non-amortizable assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trademarks ​ 31,554 ​ ​ — ​ ​ 31,554 ​ ​ 39,571 ​ ​ — ​ ​ 39,571 Total intangible assets ​ $ 241,197 ​ $ ( 101,668 ) ​ $ 139,529 ​ $ 271,991 ​ $ ( 88,669 ) ​ $ 183,322 ​ Amortization expense related to intangible assets was $ 5.5 million and $ 5.6 million for the three months ended March 31, 2024 and 2025, respectively. For each of the nine months ended March 31, 2024 and 2025, amortization expense related to intangible assets was $ 15.9 million. ​ During the nine months ended March 31, 2025, intangible assets of $ 46.2 million were from the business acquisition described in Note 2. ​ At March 31, 2025, the estimated future amortization expense for intangible assets was as follows (in thousands): ​ Fiscal Year ​ ​ ​ ​ ​ 2025 (remaining 3 months) $ 5,287 2026 ​ 17,578 2027 ​ 18,589 2028 ​ 16,767 2029 ​ ​ 14,627 Thereafter ​ 70,903 Total ​ $ 143,751 ​ 14 Table of Contents Software development costs for software products incurred before establishing technological feasibility are charged to operations. Software development costs incurred after establishing technological feasibility are capitalized on a product-by-product basis until the product is available for general release to customers at which time amortization begins. Annual amortization, charged to cost of goods sold, is the amount computed using the ratio of current revenues for the developed product divided by total current and anticipated future revenues for that developed product. In the event that future revenues are not estimable, such costs are amortized on a straight-line basis over the remaining estimated economic life of the product. Amortizable assets that have not yet begun to be amortized are included in Thereafter in the table above. For the three months ended March 31, 2024 and 2025, we capitalized software development costs in the amounts of $ 4.3 million and $ 4.2 million, respectively. For the nine months ended March 31, 2024 and 2025, we capitalized software development costs in the amounts of $ 12.3 million and $ 13.0 million, respectively. 5. Contract Assets and Liabilities ​ We enter into contracts to sell products and provide services, and we recognize contract assets and liabilities that arise from these transactions. We recognize revenue and corresponding accounts receivable according to ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). When we recognize revenue in advance of the point in time at which contracts give us the right to invoice a customer, we record this as unbilled revenue, which is included in accounts receivable, net, on our consolidated balance sheets. We may also receive consideration, per the terms of a contract, from customers prior to transferring control of goods to the customer. We record customer deposits as contract liabilities. Additionally, we may receive payments, most typically under service and warranty contracts, at the onset of the contract and before services have been performed. In such instances, we record a deferred revenue liability in either Other accrued expenses and current liabilities or Other long-term liabilities. We recognize these contract liabilities as sales after all revenue recognition criteria are met. ​ The table below shows the balance of contract assets and liabilities as of June 30, 2024 and March 31, 2025, including the change between the periods. There were no substantial non-current contract assets for the periods presented. Contract Assets (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, March 31, ​ ​ ​ ​ 2024 2025 Change % Change Unbilled revenue (included in accounts receivable, net) ​ $ 338,944 ​ $ 278,013 ​ $ ( 60,931 ) ​ ( 18 ) % Contract Liabilities (in thousands), ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, March 31, ​ ​ ​ 2024 2025 Change % Change ​ Advances from customers ​ $ 53,431 ​ $ 62,926 ​ $ 9,495 ​ 18 % Deferred revenue—current ​ 46,855 ​ ​ 74,935 ​ ​ 28,080 ​ 60 % Deferred revenue—long-term ​ 22,809 ​ ​ 19,116 ​ ​ ( 3,693 ) ​ ( 16 ) % ​ Contract Assets. Contract assets decreased by $ 60.9 million due to decreases in unbilled revenue of $ 86.3 million primarily from the achievement of certain milestones in our Security division which gives us the right to invoice customers, partially offset by an increase of $ 25.4 million from the business acquisition described in Note 2. ​ Remaining Performance Obligations . Remaining performance obligations related to ASC 606 represent the portion of the transaction price allocated to performance obligations under an original contract with a term greater than one year which are fully or partially unsatisfied at the end of the period. As of March 31, 2025, the portion of the transaction price allocated to remaining performance obligations was approximately $ 822.5 million. We expect to recognize revenue on approximately 45 % of the remaining performance obligations over the next 12 months , and the remainder is expected to be recognized thereafter. During the nine months ended March 31, 2025, we recognized revenue of $ 66.6 million from contract liabilities existing at the beginning of the period. ​ Practical Expedients. In cases where we are responsible for shipping after the customer has obtained control of the goods, we have elected to treat the shipping activities as fulfillment activities rather than as separate performance obligations. Additionally, we have elected to capitalize the cost to obtain a contract only if the period of amortization would be longer than one year. We only give consideration to whether a customer agreement has a financing component if the period of time between transfer of goods and services and customer payment is greater than one year. ​ 15 Table of Contents 6. Leases ​ The components of operating lease expense were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, Nine Months Ended March 31, ​ 2024 2025 ​ 2024 2025 Operating lease cost ​ $ 2,822 ​ $ 3,399 ​ $ 8,433 ​ $ 9,017 Variable lease cost ​ ​ 289 ​ ​ 256 ​ ​ 823 ​ ​ 735 Short-term lease cost ​ ​ 372 ​ ​ 427 ​ ​ 1,038 ​ ​ 1,358 ​ ​ $ 3,483 ​ $ 4,082 ​ $ 10,294 ​ $ 11,110 ​ Supplemental disclosures related to operating leases were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet Category June 30, 2024 March 31, 2025 ​ Operating lease ROU assets, net Other assets ​ $ 30,040 ​ $ 31,142 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities, current portion Other accrued expenses and current liabilities ​ $ 9,706 ​ $ 10,585 ​ Operating lease liabilities, long-term Other long-term liabilities ​ ​ 21,127 ​ ​ 21,326 ​ Total operating lease liabilities ​ ​ ​ $ 30,833 ​ $ 31,911 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term ​ ​ ​ ​ ​ ​ ​ 3.6 years ​ Weighted average discount rate ​ ​ ​ ​ ​ ​ ​ 4.6 % ​ Supplemental cash flow information related to operating leases was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended March 31, ​ 2024 2025 Cash paid for operating lease liabilities ​ $ 9,114 ​ $ 9,223 ROU assets obtained in exchange for new lease obligations ​ 3,780 ​ ​ 5,521 ​ Maturities of operating lease liabilities at March 31, 2025 were as follows (in thousands): ​ ​ ​ ​ ​ ​ March 31, 2025 Less than one year ​ $ 10,731 1 – 2 years ​ 9,066 2 – 3 years ​ 7,350 3 – 4 years ​ 3,203 4 – 5 years ​ 2,161 Thereafter ​ 2,279 ​ ​ 34,790 Less: imputed interest ​ ( 2,879 ) Total lease liabilities ​ $ 31,911 ​ ​ 7. Restructuring and Other Charges ​ We endeavor to align our global capacity and infrastructure with demand by our customers as well as fully integrate acquisitions and thereby improve operational efficiency. ​ During the three months ended March 31, 2025, we recognized $ 2.3 million in restructuring and other charges, which included $ 1.8 million in employee terminations and $ 0.5 million for facility closure costs. During the nine months ended March 31, 2025, we recognized $ 3.6 million in restructuring and other charges, which included $ 0.6 million in acquisition related costs, $ 0.8 million for facility closure costs for operational efficiency activities, and $ 2.3 million for employee terminations. ​ 16 Table of Contents During the three months ended March 31, 2024, we recognized $ 1.0 million in restructuring and other charges, which primarily included $ 0.5 million for facility closure costs for operational efficiency activities, and $ 0.5 million for employee terminations. During the nine months ended March 31, 2024, we recognized $ 2.5 million in restructuring and other charges, which included $ 0.8 million for facility closure costs for operational efficiency activities, $ 0.8 million for employee terminations, $ 0.4 million in acquisition related costs, and $ 0.4 million in legal charges. The following tables summarize restructuring and other charges (benefits), net for the periods set forth below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2024 ​ ​ ​ ​ ​ Optoelectronics and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manufacturing ​ Healthcare ​ ​ ​ ​ ​ ​ ​ Security Division Division Division Corporate Total Acquisition-related costs ​ $ 8 ​ $ 11 ​ $ — ​ $ — ​ $ 19 Employee termination costs ​ 129 ​ 60 ​ 311 ​ 2 ​ 502 Facility closures/consolidation ​ 38 ​ 433 ​ — ​ — ​ 471 Legal costs, net ​ 10 ​ — ​ — ​ 2 ​ 12 Total ​ $ 185 ​ $ 504 ​ $ 311 ​ $ 4 ​ $ 1,004 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2025 ​ ​ ​ ​ ​ Optoelectronics and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manufacturing ​ Healthcare ​ ​ ​ ​ ​ ​ ​ Security Division Division Division Corporate Total Acquisition-related costs (recoveries), net ​ $ ( 29 ) ​ $ — ​ $ — ​ $ 14 ​ $ ( 15 ) Employee termination costs ​ 910 ​ 72 ​ 627 ​ 139 ​ 1,748 Facility closures/consolidation ​ 522 ​ — ​ — ​ — ​ 522 Total ​ $ 1,403 ​ $ 72 ​ $ 627 ​ $ 153 ​ $ 2,255 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended March 31, 2024 ​ ​ ​ Optoelectronics and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manufacturing ​ Healthcare ​ ​ ​ ​ ​ ​ ​ Security Division Division Division Corporate Total Acquisition-related costs ​ $ 243 ​ $ 201 ​ $ — ​ $ — ​ $ 444 Employee termination costs ​ ​ 279 ​ ​ 102 ​ ​ 311 ​ ​ 122 ​ ​ 814 Facility closures/consolidation ​ 38 ​ ​ 777 ​ ​ — ​ ​ — ​ ​ 815 Legal costs, net ​ 61 ​ ​ — ​ ​ — ​ ​ 362 ​ ​ 423 Total ​ $ 621 ​ $ 1,080 ​ $ 311 ​ $ 484 ​ $ 2,496 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended March 31, 2025 ​ ​ ​ ​ ​ Optoelectronics and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manufacturing ​ Healthcare ​ ​ ​ ​ ​ ​ ​ Security Division Division Division Corporate Total Acquisition-related costs ​ $ 341 ​ $ — ​ $ — ​ $ 228 ​ $ 569 Employee termination costs ​ ​ 1,012 ​ ​ 391 ​ ​ 779 ​ ​ 140 ​ ​ 2,322 Facility closures/consolidation ​ ​ 529 ​ ​ 242 ​ ​ — ​ ​ — ​ ​ 771 Legal costs (reimbursements), net ​ ​ — ​ ​ ( 14 ) ​ ​ — ​ ​ — ​ ​ ( 14 ) Total ​ $ 1,882 ​ $ 619 ​ $ 779 ​ $ 368 ​ $ 3,648 ​ 17 Table of Contents The accrued liability for restructuring and other charges is included in other accrued expenses and current liabilities in the condensed consolidated balance sheets. The changes in the accrued liability for restructuring and other charges for the nine-month period ended March 31, 2025 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Facility ​ ​ ​ ​ ​ ​ ​ Acquisition- ​ Employee ​ Closure/ ​ Legal ​ ​ ​ ​ ​ Related ​ Termination ​ Consolidation ​ Costs and ​ ​ ​ ​ Costs Costs Cost Settlements Total Balance as of June 30, 2024 ​ $ 496 ​ $ 294 ​ $ 227 ​ $ 808 ​ $ 1,825 Restructuring and other charges, net ​ 569 ​ ​ 2,322 ​ ​ 771 ​ ( 14 ) ​ ​ 3,648 Payments, adjustments and reimbursements, net ​ ( 1,065 ) ​ ​ ( 2,259 ) ​ ​ ( 292 ) ​ ( 365 ) ​ ​ ( 3,981 ) Balance as of March 31, 2025 ​ $ — ​ $ 357 ​ $ 706 ​ $ 429 ​ $ 1,492 ​ ​ 8. Borrowings ​ Revolving Credit Facility ​ Our senior secured credit facility comprises a term loan and a $ 600 million revolving credit facility which matures in December 2026. The revolving credit facility includes a $ 300 million sub-limit for letters of credit. Under certain circumstances and subject to certain conditions, we have the ability to increase the revolving credit facility by the greater of $ 250 million or such amount as would not cause our secured leverage ratio to exceed a specified level. Borrowings under the facility bear interest at SOFR plus a margin of 1.5 % as of March 31, 2025 (which margin can range from 1.0 % to 1.75 % based on our consolidated net leverage ratio as defined in the credit facility). Letters of credit reduce the amount available to borrow under the credit facility by their face value amount. The unused portion of the facility bears a commitment fee of 0.20 % as of March 31, 2025 (which fee can range from 0.10 % to 0.25 % based on our consolidated net leverage ratio as defined in the credit facility). Our borrowings under the credit agreement are guaranteed by certain of our U.S.-based subsidiaries and are secured by substantially all of our assets and substantially all the assets of certain of our subsidiaries. The credit facility contains various representations and warranties, affirmative, negative and financial covenants and events of default. As of March 31, 2025, there were $ 156.0 million of borrowings outstanding under the revolving credit facility, $ 75.1 million outstanding under the letters of credit sub-facility, and $ 130.0 million outstanding under the term loan. As of March 31, 2025, the amount available to borrow under the revolving credit facility was $ 368.9 million. Loan amounts under the revolving credit facility may be borrowed, repaid and re-borrowed during the term. The principal amount of each loan is due and payable in full on the maturity date. We have the right to repay each loan in whole or in part from time to time without penalty. It is our practice to routinely borrow and repay several times per year under the revolving facility and therefore, borrowings under the revolving credit facility are included in current liabilities. As of March 31, 2025, we were in compliance with all financial covenants under this credit facility. In September 2022, we entered into an interest rate swap agreement in order to mitigate the interest rate risk on a portion of the interest payments expected to be made on the borrowings outstanding under the revolving credit facility and term loan. Refer to Note 1 for details. 2.25% Convertible Senior Notes Due 2029 (“2029 Notes”) ​ In July 2024, we issued an aggregate of $ 350.0 million principal amount of 2.25 % convertible senior notes due in August 2029 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, at an issuance price equal to 97.5 % of the principal amount. The 2029 Notes were issued pursuant to and are governed by an indenture dated July 19, 2024. The proceeds from the issuance of the 2029 Notes were $ 340.4 million, net of the issuance discount and debt issuance costs. The 2029 Notes are unsecured obligations which bear regular interest at 2.25 % per annum payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2025. The 2029 Notes will mature on August 1, 2029, unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2029 Notes are convertible into a combination of cash and shares of our common stock, at an initial conversion rate of 5.2090 shares of common stock per $1,000 principal amount of 2029 Notes, which is equivalent to an initial conversion price of approximately $ 191.98 per share of our common stock. The default settlement method is a combination settlement with a specified dollar amount of $ 1,000 per $1,000 principal amount of notes. The conversion rate is subject to customary adjustments for certain dilutive events. We may redeem for cash all or any portion of the 2029 Notes, at our option, on or after August 6, 2027 if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest up to the day before the redemption date. The holders may require us to repurchase the 2029 Notes upon the occurrence of certain fundamental change transactions at a redemption price equal to 100 % of the principal amount of the 2029 Notes redeemed, plus accrued and unpaid interest up to the day before the redemption date. 18 Table of Contents Holders of the 2029 Notes may convert all or a portion of their 2029 Notes at their option prior to May 1, 2029, in multiples of $ 1,000 principal amounts, only under the following circumstances (i) during any calendar quarter commencing after the quarter ended on September 30, 2024 (and only during such calendar quarter), if our common stock price exceeds 130 % of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter; (ii) during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of specified corporate events or certain distributions on our common stock; or (iv) if we call any or all 2029 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption. On or after May 1, 2029, the 2029 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2029 Notes who convert the 2029 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2029 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate. We accounted for the issuance of the 2029 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. The following table is a summary of the 2029 Notes as of March 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2025 Principal amount ​ $ 350,000 Unamortized debt discount and issuance costs ​ ( 8,306 ) Net carrying amount ​ $ 341,694 ​ ​ ​ ​ Fair value (Level 2) ​ $ 436,706 ​ The 2029 Notes were not eligible for conversion as of March 31, 2025. No sinking fund is provided for the 2029 Notes, which means that we are not required to redeem or retire them periodically. As of March 31, 2025 we were in compliance with applicable financial covenants under the indenture governing the 2029 Notes. For the three months ended March 31, 2025, total interest expense for the 2029 Notes was $ 2.4 million, which consisted of $ 2.0 million of contractual interest expense and $ 0.4 million of amortization of debt discount and issuance costs. For the nine months ended March 31, 2025, total interest expense for the 2029 Notes was $ 6.8 million, which consisted of $ 5.5 million of contractual interest expense and $ 1.3 million of amortization of debt discount and issuance costs. The unamortized debt issuance cost is amortized on the effective interest method over the life of the 2029 Notes. Other Borrowings ​ Several of our foreign subsidiaries maintain bank lines of credit, denominated in local currencies and U.S. dollars, primarily for the issuance of letters of credit. As of March 31, 2025, $ 68.0 million was outstanding under these letter-of-credit facilities. As of March 31, 2025, the total amount available under these credit facilities was $ 24.7 million. ​ Long-term debt consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ March 31, ​ 2024 2025 Term loan ​ $ 135,625 ​ $ 130,000 2029 Notes, net ​ ​ — ​ ​ 341,694 Other long-term debt ​ 1,925 ​ ​ 1,502 ​ ​ 137,550 ​ ​ 473,196 Less current portion of long-term debt ​ ( 8,167 ) ​ ​ ( 8,145 ) Long-term portion of debt ​ $ 129,383 ​ $ 465,051 ​ 19 Table of Contents Future principal payments of long-term debt by fiscal year as of March 31, 2025 are as follows (in thousands): ​ ​ ​ ​ ​ 2025 (3 months remaining) $ 2,071 2026 ​ 8,151 2027 ​ 121,082 2028 ​ 195 2029 and thereafter ​ 341,697 Total ​ $ 473,196 ​ ​ 9. Stockholders’ Equity ​ Stock-based Compensation ​ As of March 31, 2025, we maintained the Amended and Restated 2012 Incentive Award Plan (the “OSI Plan”) as a stock-based employee compensation plan. ​ We recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, Nine Months Ended March 31, ​ 2024 2025 ​ 2024 2025 Cost of goods sold ​ $ 214 ​ $ 258 ​ $ 701 ​ $ 728 Selling, general and administrative ​ ​ 6,650 ​ ​ 7,132 ​ ​ 20,326 ​ ​ 21,298 Research and development ​ ​ 205 ​ ​ 173 ​ ​ 459 ​ ​ 468 Stock-based compensation expense ​ $ 7,069 ​ $ 7,563 ​ $ 21,486 ​ $ 22,494 ​ As of March 31, 2025, total unrecognized compensation cost related to share-based compensation grants under the OSI Plan were estimated at $ 1.2 million for stock options and $ 17.4 million for restricted stock units (“RSUs”). We expect to recognize these costs over a weighted average period of 2.2 years with respect to the stock options and 2.2 years with respect to the RSUs. ​ The following summarizes stock option activity during the nine months ended March 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Weighted-Average ​ Aggregate ​ ​ Number of ​ Exercise ​ Remaining Contractual ​ Intrinsic Value ​ Options Price Term (in thousands) Outstanding at June 30, 2024 78,958 $ 97.87 ​ ​ ​ ​ Granted 16,039 ​ ​ 174.09 ​ ​ ​ ​ ​ Exercised ( 28,229 ) ​ ​ 92.01 ​ ​ ​ ​ ​ Expired or forfeited ( 507 ) ​ $ 105.26 ​ ​ ​ ​ ​ Outstanding at March 31, 2025 66,261 ​ $ 118.75 ​ 8.0 years ​ $ 5,008 Exercisable at March 31, 2025 ​ 28,155 ​ $ 94.94 6.9 years ​ $ 2,798 ​ The following summarizes RSU award activity during the nine months ended March 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ Shares Fair Value Nonvested at June 30, 2024 391,591 ​ $ 99.21 Granted 296,671 ​ ​ 150.74 Vested ( 322,909 ) ​ ​ 127.91 Forfeited ( 9,099 ) ​ ​ 100.17 Nonvested at March 31, 2025 356,254 ​ $ 116.09 ​ 20 Table of Contents As of March 31, 2025, there were approximately 1.6 million shares available for grant under the OSI Plan. Under the terms of the OSI Plan, RSUs and restricted stock granted from the pool of shares available for grant reduce the pool by 1.87 shares for each award granted. RSUs and restricted stock forfeited and returned to the pool of shares available for grant increase the pool by 1.87 shares for each award forfeited. ​ We granted 75,988 and 80,682 performance-based RSUs during the nine months ended March 31, 2024 and 2025, respectively. These performance-based RSU awards are contingent on the achievement of certain performance metrics. The payout related to these awards can range from zero to 376 % of the original number of shares or units awarded. Compensation cost associated with these performance-based RSUs are recognized based on the estimated number of shares that we ultimately expect will vest. If the estimated number of shares to vest is revised in the future, then stock-based compensation expense will be adjusted accordingly. ​ Stock Repurchase Program ​ In September 2022, our Board of Directors increased the stock repurchase authorization to a total of 2 million shares. This program does not expire unless our Board of Directors acts to terminate the program. The timing and actual numbers of shares purchased depend on a variety of factors, including stock price, general business and market conditions and other investment opportunities. Repurchases may be made from time to time under the program through open-market purchases or privately-negotiated transactions at our discretion. Upon repurchase, the shares are restored to the status of authorized but unissued shares, and we record them in our consolidated financial statements as a reduction in the number of shares of common stock issued and outstanding, with the excess purchase price over par value recorded as a reduction of additional paid-in capital. If additional paid-in capital is reduced to zero, we record the remainder of the excess purchase price over par value as a reduction of retained earnings. ​ During the nine months ended March 31, 2025, we repurchased 531,314 shares of common stock for an aggregate purchase price of approximately $ 80 million. As of March 31, 2025, there were 1,190,556 shares remaining available for repurchase under the authorized repurchase program. ​ Dividends ​ We have not paid any cash dividends since the consummation of our initial public offering in 1997 and we do not currently intend to pay any cash dividends in the foreseeable future. Our Board of Directors will determine the payment of future cash dividends, if any. Certain of our current bank credit facilities restrict the payment of cash dividends and future borrowings may contain similar restrictions. ​ 10. Commitments and Contingencies ​ Acquisition-Related Contingent Obligations ​ Under the terms and conditions of the purchase agreements associated with certain acquisitions, we may be obligated to make additional payments based on the achievement of certain sales or profitability milestones through the acquired operations. The potential future payments for two agreements with uncapped contingent consideration through fiscal year 2028 are not expected to be significant. For agreements that contain contingent consideration obligations that are capped, the remaining maximum amount of such potential future payments is $ 54.5 million as of March 31, 2025. ​ Projections and estimated probabilities are used to estimate future contingent earnout payments, which are discounted back to present value to compute contingent earnout liabilities. The following table provides a roll-forward from June 30, 2024 to March 31, 2025 of the contingent consideration liability, which is included in other accrued expenses and current liabilities and other long-term liabilities in our consolidated balance sheets (in thousands): ​ ​ ​ ​ ​ Beginning fair value, June 30, 2024 $ 15,375 Business acquisitions (Note 2) ​ ​ 9,739 Foreign currency translation adjustment ​ ​ 45 Changes in fair value for contingent earnout obligations ​ ( 3,140 ) Payments on contingent earnout obligations ​ ( 477 ) Ending fair value, March 31, 2025 ​ $ 21,542 ​ 21 Table of Contents Environmental Contingencies ​ We are subject to various environmental laws. We conduct environmental investigations at our manufacturing facilities in North America, Asia-Pacific, and Europe, and, to the extent practicable, on new properties in order to identify, as of the date of such investigation, potential areas of environmental concern related to past and present activities or from nearby operations. In certain cases, we have conducted further environmental assessments consisting of soil and groundwater testing and other investigations deemed appropriate by independent environmental consultants. ​ We have not accrued for loss contingencies relating to environmental matters because we believe that, although unfavorable outcomes are possible, they are not considered by our management to be probable and reasonably estimable. If one or more of these environmental matters are resolved in a manner adverse to us, the impact on our business, financial condition, results of operations and cash flow could be material. ​ Indemnifications ​ In the normal course of business, we have agreed to indemnify certain parties with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations, warranties or covenants, or intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our directors and certain of our officers. It is not possible to determine the maximum potential amount under these indemnification agreements due to, among other factors, the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. We have not recorded any liability for costs related to contingent indemnification obligations as of March 31, 2025. ​ Product Warranties ​ We offer our customers warranties on many of the products that we sell. These warranties typically provide for repairs and maintenance of the products if problems arise during a specified time period after original shipment. Concurrent with the sale of products, we record a provision for estimated warranty expenses with a corresponding increase in cost of goods sold. We periodically adjust this provision based on historical experience and anticipated expenses. We charge actual expenses of repairs under warranty, including parts and labor, to this provision when incurred. The current obligation for warranty provision is included in other accrued expenses and current liabilities and the noncurrent portion is included in other long-term liabilities in the consolidated balance sheets. ​ The following table presents changes in warranty provisions (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended March 31, ​ 2024 2025 Balance at beginning of period ​ $ 11,149 ​ $ 11,089 Additions ​ ​ 3,524 ​ ​ 4,171 Reductions for warranty repair costs and adjustments ​ ( 4,145 ) ​ ​ ( 3,630 ) Balance at end of period ​ $ 10,528 ​ $ 11,630 ​ Legal Proceedings In February 2023, one of our subsidiaries received a subpoena from the U.S. Department of Justice (“DoJ”). The subpoena was issued as part of a DoJ case against a former employee of an OSI Systems subsidiary for embezzlement and other conduct occurring before he was hired by our subsidiary and while he was employed by another company in the United States and Mexico. The subpoena requests documents and records relating to, among other things, the former employee and the Company’s business dealings in Mexico since 2020. In February 2024, we received a follow-up subpoena requesting the same categories of documents but extending the relevant time period through to the date of the second subpoena. We have produced documents in response to these subpoenas and intend to cooperate with any further subpoenas or other requests in connection with this or any ensuing investigation. In September 2024, we received a subpoena requesting records relating to certain entities in Honduras. Consistent with past practice, we intend to cooperate with requests arising from this most recent subpoena. 22 Table of Contents We are involved in various other potential or actual claims and legal proceedings arising in the ordinary course of business. In our opinion after consultation with legal counsel, the ultimate disposition of such proceedings is not likely to have a material adverse effect on our business, financial condition, results of operations or cash flows. We have not accrued for loss contingencies relating to any non-ordinary course matters because we believe that, although unfavorable outcomes in the proceedings are possible, they are not considered by management to be probable and reasonably estimable. If one or more of these matters are resolved in a manner adverse to our Company, the impact on our business, financial condition, results of operations and cash flows could be material. ​ 11. Income Taxes ​ The determination of the annual effective tax rate is based upon a number of significant estimates and judgments, including the estimated annual pretax income in each tax jurisdiction in which we operate and the development of tax planning strategies during the year. In addition, as a global commercial enterprise, our tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions. ​ The effective tax rates for three months ended March 31, 2024 and 2025 were 22.6 % and 14.3 %, respectively. During the three months ended March 31, 2024 and 2025, we recognized net discrete tax benefits of $ 0.2 million and $ 4.5 million, respectively, related to equity-based compensation under ASU 2016-09 and changes in prior year tax estimates and uncertain tax positions. The effective tax rates for the nine months ended March 31, 2024 and 2025 were 21.7 % and 19.5 %, respectively. During the nine months ended March 31, 2024 and 2025, we recognized net discrete tax benefits of $ 0.8 million and $ 1.3 million, respectively, related to equity-based compensation under ASU 2016-09 and $ 2.3 million and $ 4.0 million, respectively, for changes in prior year tax estimates and uncertain tax positions. ​ 12. Segment Information ​ We have determined that we operate in three identifiable industry segments: (a) security and inspection systems (Security division), (b) optoelectronic devices and manufacturing (Optoelectronics and Manufacturing division) and (c) medical monitoring systems (Healthcare division). We also have a corporate segment (Corporate) that includes executive compensation and certain other general and administrative expenses, expenses related to stock issuances and legal, audit and other professional service fees not allocated to industry segments. Both the Security and Healthcare divisions comprise primarily end-product businesses, whereas the Optoelectronics and Manufacturing division primarily supplies components and subsystems to external OEM customers, as well as to the Security and Healthcare divisions. Sales between divisions are at transfer prices that approximate market values. All other accounting policies of the segments are the same as described in Note 1, Basis of Presentation. 23 Table of Contents The following tables present our results of operations and identifiable assets by industry segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ March 31, ​ March 31, ​ 2024 2025 2024 2025 Revenues (1), (2) —by Segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Security division ​ $ 285,960 ​ $ 314,908 ​ $ 700,564 ​ $ 829,209 Optoelectronics and Manufacturing division, including intersegment revenues ​ ​ 87,974 ​ ​ 100,860 ​ ​ 282,199 ​ ​ 299,398 Healthcare division ​ ​ 41,493 ​ ​ 43,722 ​ ​ 121,130 ​ ​ 125,678 Intersegment revenues elimination ​ ​ ( 10,021 ) ​ ​ ( 15,136 ) ​ ​ ( 46,042 ) ​ ​ ( 46,104 ) Total ​ $ 405,406 ​ $ 444,354 ​ $ 1,057,851 ​ $ 1,208,181 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations —by Segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Security division ​ $ 50,127 ​ $ 51,505 ​ $ 122,592 ​ $ 134,414 Optoelectronics and Manufacturing division ​ ​ 9,435 ​ ​ 13,650 ​ ​ 32,493 ​ ​ 36,541 Healthcare division ​ ​ 1,564 ​ ​ 1,308 ​ ​ 2,157 ​ ​ 3,830 Corporate ​ ​ ( 9,733 ) ​ ​ ( 10,134 ) ​ ​ ( 30,832 ) ​ ​ ( 29,314 ) Intersegment eliminations ​ ​ ( 30 ) ​ ​ ( 112 ) ​ ​ ( 167 ) ​ ​ ( 969 ) Total ​ $ 51,363 ​ $ 56,217 ​ $ 126,243 ​ $ 144,502 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ March 31, ​ 2024 2025 Assets (3) —by Segment: ​ ​ ​ ​ ​ ​ Security division ​ $ 1,333,259 ​ $ 1,472,125 Optoelectronics and Manufacturing division ​ 288,629 ​ ​ 290,420 Healthcare division ​ ​ 255,093 ​ ​ 267,214 Corporate ​ 106,078 ​ ​ 96,776 Eliminations (4) ​ ( 47,051 ) ​ ​ ( 45,538 ) Total ​ $ 1,936,008 ​ $ 2,080,997 (1) For the three months ended March 31, 2024, one Security division customer accounted for 26 % of net revenues. For the nine months ended March 31, 2024, two Security division customers accounted for 13 % and 12 % of consolidated net revenues, respectively. (2) For the three and nine-month periods ended March 31, 2025, one customer in the Security division accounted for 14 % and 13 %, respectively, of consolidated net revenues. (3) As of June 30, 2024, two customers in the Security division accounted for 39 % and 10 %, respectively, of accounts receivable, net. As of March 31, 2025, one customer in the Security division accounted for 44 % of accounts receivable, net. (4) Eliminations in assets reflect the amount of inter-segment profits in inventory and inter-segment ROU assets under ASC 842 as of the balance sheet date. Such inter-segment profit will be realized when inventory is shipped to the external customers of the Security and Healthcare divisions. ​ 24 Table of Contents