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EX-23.1 - EX-23.1 - OSI SYSTEMS INCa16-20538_1ex23d1.htm
8-K/A - 8-K/A - OSI SYSTEMS INCa16-20538_18ka.htm

Exhibit 99.3

 

OSI SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma condensed combined financial information and related notes present the historical condensed combined financial information of OSI Systems, Inc. (collectively, with its consolidated subsidiaries, “OSI Systems” or the “Company”) and American Science and Engineering, Inc. (“AS&E”) after giving effect to OSI Systems’ acquisition of AS&E that was completed on September 9, 2016. AS&E is a leading provider of detection solutions for advanced cargo, parcel, and personnel inspection. The unaudited pro forma condensed combined financial information gives effect to the acquisition of AS&E based on the assumptions, reclassifications and adjustments described in the notes to the unaudited pro forma condensed combined financial information.

 

The unaudited pro forma condensed combined balance sheet as of June 30, 2016 has been presented as if the acquisition of AS&E had occurred on such date.  The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2016 has been prepared as if the acquisition of AS&E had occurred on July 1, 2015. The historical financial information is adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma adjustments that are (1) directly attributable to the AS&E acquisition, (2) factually supportable and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma financial information does not reflect the cost of any integration activities or the benefit that may result from the merger of OSI Systems and AS&E. The unaudited pro forma condensed combined financial information is not necessarily indicative of, or intended to represent, the results that would have been achieved had the transaction been consummated as of the dates presented or of the results that may be achieved in the future.

 

The unaudited pro forma condensed consolidated combined financial information has been prepared pursuant to Regulation S-X Article 11. Accordingly, the assets acquired and liabilities assumed have been recorded at their estimated fair values at the date of acquisition. Any excess of the estimated purchase price of $266 million over the estimated fair value of the net assets acquired has been recorded as goodwill. The preliminary estimates of fair values are reflected in the accompanying unaudited pro forma consolidated combined financial information.

 

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of OSI Systems included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2016, and the audited financial statements of AS&E for the fiscal year ended March 31, 2016 and the unaudited financial statements of AS&E for the three months ended June 30, 2016, included as Exhibits 99.1 and 99.2 to this Form 8-K/A.

 



 

OSI SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2016

(amounts in thousands)

 

 

 

 

 

 

 

Pro Forma

 

 

OSI

 

 

 

OSI

 

AS&E

 

Adjustments

 

 

Pro Forma

 

ASSETS

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

104,370

 

$

74,104

 

$

(60,177

)

A

$

118,297

 

Restricted cash

 

 

7,989

 

(7,989

)

A

 

Accounts receivable

 

141,716

 

21,837

 

2,107

 

B

165,660

 

Unbilled costs and fees

 

 

 

2,107

 

(2,107

)

B

 

Inventories

 

273,288

 

39,465

 

 

 

312,753

 

Prepaid expenses and other current assets

 

35,944

 

7,026

 

 

 

42,970

 

Total current assets

 

555,318

 

152,528

 

(68,166

)

 

639,680

 

Property and equipment, net

 

183,114

 

6,087

 

 

 

189,201

 

Goodwill

 

122,819

 

 

97,589

 

C

220,408

 

Intangible assets, net

 

56,283

 

 

74,800

 

D

131,083

 

Restricted cash

 

 

437

 

(437

)

A

 

Deferred income taxes

 

 

9,274

 

(9,274

)

E

 

Other assets

 

74,189

 

211

 

(16,342

)

E

58,058

 

Total assets

 

$

991,723

 

$

168,537

 

$

78,170

 

 

$

1,238,430

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

Bank lines of credit

 

$

125,000

 

$

 

$

196,000

 

F

$

321,000

 

Current portion of long-term debt

 

2,759

 

 

 

 

2,759

 

Accounts payable

 

69,490

 

5,550

 

 

 

75,040

 

Accrued payroll and related expenses

 

29,203

 

4,334

 

 

 

33,537

 

Accrued warranty costs

 

 

 

226

 

(226

)

G

 

Advances from customers

 

55,408

 

13,926

 

 

 

69,334

 

Deferred revenue

 

29,978

 

7,733

 

 

 

37,711

 

Other accrued expenses and current liabilities

 

55,997

 

3,944

 

8,907 

 

G

68,848

 

Total current liabilities

 

367,835

 

35,713

 

204,681

 

 

608,229

 

Long-term debt

 

6,054

 

 

 

 

6,054

 

Deferred income taxes

 

29,160

 

 

 

 

29,160

 

Deferred revenue

 

 

 

3,803

 

(3,803

)

H

 

Other long-term liabilities

 

47,828

 

1,110

 

3,803

 

H

52,741

 

Total liabilities

 

450,877

 

40,626

 

204,681

 

 

696,184

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

Common stock

 

219,114

 

4,758

 

(3,358

)

I

220,514

 

Capital in excess of par value

 

 

 

2,104

 

(2,104

)

I

 

Retained earnings

 

338,988

 

121,049

 

(121,049

)

I

338,988

 

Accumulated other comprehensive loss

 

(17,256

)

 

 

 

(17,256

)

Total stockholders’ equity

 

540,846

 

127,911

 

(126,511

)

 

542,246

 

Total liabilities and stockholders’ equity

 

$

991,723

 

$

168,537

 

$

78,170

 

 

$

1,238,430

 

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

2



 

OSI SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(amounts in thousands, except per share data)

 

 

 

Year Ended

 

Year Ended

 

 

 

 

 

 

 

 

June 30, 2016

 

March 31, 2016

 

Pro Forma

 

 

OSI

 

 

 

OSI

 

AS&E

 

Adjustments

 

 

Pro Forma

 

Net revenues:

 

 

 

 

 

 

 

 

 

 

Products

 

$

579,345

 

$

54,220

 

$

(4,804

)

J

$

628,761

 

Services

 

250,315

 

48,767

 

4,142

 

K

303,224

 

Total net revenues

 

829,660

 

102,987

 

(662

)

 

931,985

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

Products

 

407,880

 

31,826

 

(4,561

)

L

435,145

 

Services

 

144,921

 

24,931

 

2,692

 

M

172,544

 

Total cost of goods sold

 

552,801

 

56,757

 

(1,869

)

 

607,689

 

Gross profit

 

276,859

 

46,230

 

1,207

 

 

324,296

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

166,655

 

29,838

 

6,380

 

N

202,873

 

Research and development

 

49,816

 

21,722

 

(1,458

)

O

70,080

 

Impairment, restructuring and other charges

 

22,014

 

 

779

 

P

22,793

 

Total operating expenses

 

238,485

 

51,560

 

5,701

 

 

295,746

 

Income (loss) from operations

 

38,374

 

(5,330

)

(4,494

)

 

28,550

 

Interest and other expense, net

 

(2,879

)

(177

)

(4,624

)

Q

(7,680

)

Income (loss) before income taxes

 

35,495

 

(5,507

)

(9,118

)

 

20,870

 

Provision (benefit) for income taxes

 

9,338

 

(2,258

)

(3,556

)

R

3,524

 

Net income (loss)

 

$

26,157

 

$

(3,249

)

$

(5,562

)

 

$

17,346

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.35

 

 

 

 

 

 

$

0.89

 

Diluted

 

$

1.30

 

 

 

 

 

 

$

0.86

 

Shares used in per share calculation:

 

 

 

 

 

 

 

 

 

 

Basic

 

19,427

 

 

 

 

 

 

19,427

 

Diluted

 

20,076

 

 

 

 

 

 

20,076

 

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

3



 

OSI SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

1. Basis of Pro Forma Presentation

 

On September 9, 2016, the Company acquired by merger 100 percent ownership interest of American Science and Engineering, Inc. (“AS&E”), a leading provider of detection solutions for advanced cargo, parcel, and personnel inspection.  OSI Systems paid $37 per share in cash for total cash consideration of $264.6 million.  The Company financed the acquisition by a combination of cash on hand and borrowing under its existing revolving bank line of credit. In addition, the Company issued restricted stock units (“RSUs”) for the Company’s common stock as a replacement award for RSUs originally granted by AS&E. Further, the Company has preliminarily estimated that $1.4 million of the fair value of the replacement award pertained to the precombination service period. Thus, this amount has been considered as part of the purchase price consideration for a total estimated purchase price of $266 million.  The impact of the replacement RSUs on the pro forma diluted number of shares was de minimis.

 

The unaudited pro forma condensed combined balance sheet as of June 30, 2016 and the unaudited pro forma condensed combined statement of operations for the year ended June 30, 2016 are based on the historical financial statements of OSI Systems and AS&E after giving effect to OSI Systems’ acquisition of AS&E, which was completed on September 9, 2016, and the assumptions, reclassifications and adjustments described in the notes herein.

 

The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the results of operations or financial position of OSI Systems that would have been reported had the acquisition been completed as of the dates presented, or of future results of operations or financial position. The unaudited pro forma condensed combined financial information does not reflect the cost of any integration activities or the benefit that may result from the realization of future cost savings from operating synergies, or from the realization of any revenue, tax, or other synergies that may arise due to the integration of OSI Systems and AS&E.  The unaudited pro forma condensed combined financial information should be read in conjunction with OSI Systems’ Annual Report on Form 10-K for the year ended June 30, 2016, as filed with the Securities and Exchange Commission on August 19, 2016, and in conjunction with the financial statements of AS&E, presented as Exhibits 99.1 and 99.2 of this Form 8-K/A.

 

The acquisition of AS&E has been accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”) under which the total estimated purchase price consideration is allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair value as of the acquisition date with the excess amount of the purchase price over the fair value of the net assets acquired and liabilities assumed recorded as goodwill. OSI Systems’ preliminary valuation of the fair values of net assets acquired, including intangible assets, and liabilities assumed is based on preliminary estimates and assumptions and is subject to change pending finalization of the valuations. These preliminary estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date) as OSI Systems finalizes the valuations of the tangible and intangible assets acquired and liabilities assumed from the acquisition. Any changes to the preliminary estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustment to those assets and liabilities with the offset being recorded to goodwill.

 

The unaudited pro forma condensed combined balance sheet as of June 30, 2016 is presented as if the acquisition occurred on June 30, 2016.  The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2016 is presented as if the acquisition occurred on July 1, 2015. Due to different fiscal period ends, which are not in excess of 93 days apart, the pro forma condensed combined statement of operations for the year ended June 30, 2016 combines the historical results of OSI Systems for the year ended June 30, 2016 and the results of AS&E for the year ended March 31, 2016.

 

Based upon OSI Systems’ review of AS&E’s significant accounting policies, the pro forma financial information assumes there will be no adjustments required to conform AS&E’s accounting policies to OSI Systems’ accounting policies. However, certain balances from the historical financial statements of AS&E were reclassified to conform to OSI Systems’ financial statement presentation as further discussed in Notes 3 and 4 to the unaudited pro forma condensed combined financial information. As of the date of this report, OSI Systems is not aware of any other differences that would have a material impact on the unaudited pro forma condensed combined financial information.

 

2. Acquisition Accounting Adjustments

 

The acquisition of AS&E has been accounted for under the acquisition method of accounting in accordance with ASC 805. Under the acquisition method of accounting, the assets acquired and liabilities assumed have been recorded at their estimated fair values at the date of acquisition. Any excess of the total estimated purchase price of $266 million over the estimated fair value of the net assets acquired has been recorded as goodwill.   OSI Systems’ preliminary valuation of the fair values of net assets acquired, including

 

4



 

intangible assets, and liabilities assumed is based on preliminary estimates and assumptions and is subject to change pending finalization of the valuations. Any changes to the preliminary estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustment to those assets and liabilities with the offset being recorded to goodwill.

 

The following is a preliminary estimate of the assets acquired and the liabilities assumed by OSI Systems in the acquisition, reconciled to total estimated purchase consideration (in thousands):

 

Cash and cash equivalents

 

$

82,530

 

Accounts receivables

 

23,944

 

Inventories

 

39,465

 

Prepaid expenses and other current assets

 

7,026

 

Property and equipment

 

6,087

 

Intangible assets

 

74,800

 

Other assets (see Note 3. E)

 

(16,131

)

Accounts payable

 

(5,550

)

Accrued payroll and related expenses

 

(4,334

)

Advances from customers

 

(13,926

)

Deferred revenue

 

(7,733

)

Other accrued expenses current liabilities

 

(12,851

)

Other long-term liabilities

 

(4,913

)

Net assets acquired

 

$

168,414

 

Goodwill

 

97,589

 

Total estimated purchase consideration

 

$

266,003

 

 

3. Pro Forma Adjustments — Balance Sheet (in thousands)

 

A) Cash and cash equivalents:

 

To record cash consideration paid to acquire AS&E

 

$

(264,603

)

Proceeds from borrowing under revolving bank line of credit

 

265,000

 

Repayment of borrowing from AS&E cash(1)

 

(69,000

)

Reclassification of restricted cash - current

 

7,989

 

Reclassification of restricted cash - long term

 

437

 

 

 

$

(60,177

)

 

Note 1 —     Immediately following the close of the acquisition, OSI Systems used a portion of AS&E’s existing cash on hand to pay down the revolving bank line of credit that was used to fund the transaction.

 

B) Accounts receivable — Reclassification of AS&E’s Unbilled costs and fees.

 

C) Goodwill — To record the estimated fair value of the goodwill had the acquisition occurred on June 30, 2016.

 

D) Intangibles assets, net — To record the estimated fair value at the date of acquisition of the identifiable intangible assets acquired:

 

 

 

Approximate
Weighted Average
Lives

 

Fair Values

 

Pro Forma
Amortization
Expense

 

Amortizable assets:

 

 

 

 

 

 

 

Developed technology

 

10 years

 

$

31,750

 

$

3,175

 

Customer relationships/backlog

 

7 years

 

27,550

 

4,216

 

Total amortizable assets

 

 

 

59,300

 

$

7,391

 

Non-amortizable assets:

 

 

 

 

 

 

 

Trademarks

 

 

 

12,300

 

 

 

IPR&D

 

 

 

3,200

 

 

 

Total intangible assets

 

 

 

$

74,800

 

 

 

 

5



 

E) Other assets:

 

To record the reduction in the deferred income tax asset related to intangible assets had the acquisition occurred on June 30, 2016

 

$

(29,172

)

To record the tax impact of adjustments to the pro forma condensed combined statement of operations — (see Note 4. R below)

 

3,556

 

Reclassification of Deferred income tax asset

 

9,274

 

 

 

$

(16,342

)

 

F) Bank lines of credit:

 

Proceeds from bank lines of credit

 

$

265,000

 

Repayment of bank lines of credit with AS&E cash

 

(69,000

)

 

 

$

196,000

 

 

G) Other accrued expenses and current liabilities:

 

Reclassification of Accrued warranty costs

 

$

226

 

Estimated transaction costs related to acquisition not included in June 30, 2016 Balance Sheets

 

8,681

 

 

 

$

8,907

 

 

H) Other long-term liabilities — Reclassification of AS&E’s Deferred revenue — long term.

 

I) Stockholders’ Equity — Elimination of AS&E’s historical equity balances had the acquisition occurred on June 30, 2016 and the issuance by the Company of replacement restricted stock unit awards related to the acquisition.

 

4. Pro Forma Adjustments — Statement of Operations (in thousands)

 

J) Net revenues — Products:

 

Reclassification of sales of parts to support field service to Net revenues - Services

 

$

(4,142

)

Reclassification of third-party sales commissions from Costs of goods sold

 

(662

)

 

 

$

(4,804

)

 

K) Net revenues — Services — Reclassification of sales of parts to support field services from Net revenues — Products.

 

L) Cost of goods sold — Products:

 

Reclassification of parts to support field service to Cost of goods sold - Services

 

$

(2,804

)

Reclassification of third-party sales commissions to Net revenues - Products

 

(662

)

Reclassification of costs related to a reduction in work force to Impairment, restructuring and other charges

 

(1,150

)

Reclassification of costs from Interest and other expense, net

 

55

 

 

 

$

(4,561

)

 

M) Cost of goods sold — Services:

 

Reclassification of parts to support field service from Cost of goods sold - Products

 

$

2,804

 

Reclassification of costs related to a reduction in work force to Impairment, restructuring and other charges

 

(112

)

 

 

$

2,692

 

 

N) Selling, general and administrative:

 

Reclassification of costs related to a reduction in work force to Impairment, restructuring and other charges

 

$

(357

)

Reclassification of costs from Interest and other expense, net

 

262

 

To record amortization of intangible assets acquired as a result of the acquisition (see Note 3. D above)

 

7,391

 

Eliminate AS&E’s incremental transaction costs associated with the acquisition

 

(916

)

 

 

$

6,380

 

 

6



 

O) Research and development:

 

Reclassification of costs related to a reduction in workforce to Impairment, restructuring and other charges

 

$

(1,509

)

Reclassification of costs from Interest and other expense, net

 

51

 

 

 

$

(1,458

)

 

P) Impairment, restructuring and other charges:

 

Reclassification of costs related to a reduction in workforce from Costs of goods sold

 

$

1,262

 

Reclassification of costs related to a reduction in workforce from Selling, general and administrative

 

357

 

Reclassification of costs related to a reduction in workforce from Research and development

 

1,509

 

Elimination of OSI Systems’ transaction costs associated with the acquisition

 

(2,349

)

 

 

$

779

 

 

Q) Interest and other expense, net:

 

To record interest expense on debt incurred to fund the acquisition of AS&E, net of immediate repayment of debt with AS&E cash.(1)

 

$

(4,992

)

Reclassification of costs to Cost of goods sold - Products

 

55

 

Reclassification of costs to Selling, general and administrative

 

262

 

Reclassification of costs to Research and development

 

51

 

 

 

$

(4,624

)

 

Note 1 —     Pursuant to the terms of the Company’s credit facility, the pro forma annual interest was calculated using the one-month LIBOR plus the applicable margin on the $196 million of net borrowing less the reduced commitment fees. In conjunction with the acquisition, the Company issued $16 million of letters of credit under the Company’s credit facility as guarantees for outstanding AS&E guarantees.  The additional interest less commitments fees for the letters of credit issued were also included in the pro forma interest above. In the event that the Company had not used $69 million of AS&E cash to pay down the revolving bank line of credit immediately following the acquisition, the pro forma interest expense would be increased by approximately $1.4 million. If the actual interest rate differed from the interest used for the pro forma interest expense above by 1/8%, interest expense would increase or decrease by $0.2 million.

 

R) Provision (benefit) for income taxes — To record the tax effect of pro forma adjustments at an estimated blended tax rate of 39%.

 

7