Jefferies 13th Annual Industrials Conference August 2017
1 Safe Harbor
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to the Company’s current expectations, beliefs, projections and similar expressions concerning matters that are not historical facts and are not guarantees of future performance. Forward-looking statements involve uncertainties, risks, assumptions and contingencies, many of which are outside the Company’s control and which may cause actual results to differ materially from those described in or implied by any forward-looking statement. Such statements include, but are not limited to, information provided regarding expected revenues, earnings and growth in fiscal 2017 and thereafter. For a further discussion of factors that could cause the Company's future results to differ materially from any forward- looking statements, see the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 and other risks described therein and in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission. All forward-looking statements are based on currently available information and speak only as of the date on which they are made. The Company assumes no obligation to update any forward-looking statement made in this investor presentation that becomes untrue because of subsequent events, new information or otherwise, except to the extent it is required to do so in connection with its ongoing requirements under federal securities laws.
This presentation includes a presentation of certain non-GAAP financial measures. The presentation of these non-GAAP figures is provided to allow for the comparison of the underlying performance of the Company, net of impairment, restructuring and other charges and the amortization of intangible assets acquired through business acquisitions, non-cash interest expense related to convertible debt, gain from the disposition of a business and their associated tax effects when applicable. Management believes that these non-GAAP financial measures provide (i) additional insight into the ongoing operations of the Company, (ii) meaningful supplemental information regarding the Company's results excluding amounts management does not view as reflective of ongoing operating results for planning and forecasting and for assessing the performance of the business, and (iii) a meaningful comparison against results for past periods of results for current periods and guidance for future periods. Management also believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Company’s operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies. Non-GAAP financial measures should not be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP.
2 OSI Systems Is a Leading Provider of Advanced, High-Reliability Electronics Solutions for Critical Applications
SECURITY HEALTHCARE OPTOELECTRONCS
Why OSI?
► Addressing large, global market Long track record delivering strong opportunities revenue, earnings and EBITDA growth ► Winning with competitive advantages in breadth of offering, turnkey solutions, Well-positioned for continued technology leadership, cost-effective growth with a robust and expanding specialized design, vertical integration, pipeline of highly competitive flexible cost structure, and global reach offerings
► Large, marquee customer base in each Excellent cash generation and end market liquidity provide flexibility for continued strategic investment
3 Attractive Markets Provide Considerable Growth Opportunities
SECURITY HEALTHCARE OPTOELECTRONCS
. Checked Baggage Screening . Patient Monitoring and Connectivity . Custom Design and Manufacturing . Cargo and Vehicle Inspection . Anesthesia Delivery and Ventilation for Military, Aerospace, Healthcare, Security, Telecommunications, . Baggage and Parcel Inspection . Diagnostic Cardiology Industrial and Other Markets SOLUTIONS . People Screening, Radiation and . Supplies and Accessories . OEM Contract Manufacturing ExplosiveTrace Detection
► Large addressable market for ► New product introductions ► Competitive manufacturing cost turnkey security screening structure ► Multi-year contracts with major solutions Group Purchasing Organizations ► Large customer base with new ► Global demand for high (GPOs) customers and higher margin performance threat detection opportunities across multiple ► Well-positioned in emerging screening solutions spurred by markets with growing middle-class industries public and private sector mandates populations and developed ► Customers actively seeking ► Government certifications and countries with aging populations versatile partners
GROWTH OPPORTUNITIES GROWTH pipeline of advanced cost-effective solutions
4 OSI’s Technology Leadership Is A Primary Competitive Advantage
Deep expertise in critical technologies and a proven track record of delivering strong solutions generates first-to-market advantages
Recognized for high quality, specialized electronic systems, components and solutions
Broad technology platforms and product lines provide one-stop-shop advantage
SIGNIFICANT INVESTMENT IN R&D TO GROW PRODUCT PIPELINE . Numerous dedicated engineers and scientists Expert advisor to U.S. Department of
. Recently-acquired, industry-leading Z Backscatter® X-ray technology for Homeland Security on advanced security screening solutions provides new R&D platform technology development initiatives
. Current pipeline & patents offer significant opportunity
. Multiple new product introductions with sizeable revenue potential
. Next-gen CT technology (RTT®) for hold-baggage screening targets large global market opportunity “…the best equipment we have out there.” . Pending patents to significantly expand existing key patent portfolio - U.S. Customs and Border Protection
5 Large Elite Global Customer Base
United States Department of Defense Ben Gurion International Airport, Israel
Taiwan Vatican Aviation •Police
Abu Dhabi Customs Kremlin
6 Driving Growth Across Balanced Portfolio
Security, Defense, Healthcare, Optical END MARKETS Communications, Consumer Products, Industrial Applications Healthcare 22%
DIVISION CUSTOMERS Strong, diversified customer base Security SALES AS A % 56% OF OSI*
Optoelectronics 22% PRODUCTS & Comprehensive product & service offerings SERVICES
Product portfolio, engineering & manufacturing COMPETITIVE expertise, vertical integration, global sales Other Americas STRENGTHS 14% EMEA channel & service excellence 24%
SALES BY GEOGRAPHIC Global reach with strong international presence U.S. 49% GEOGRAPHY* APAC 13%
MULTIPLE Systems, solutions and turnkey model REVENUE MODELS
* Based upon LTM 3/31/2017 third party net sales 7 Expanding, Vertically Integrated Footprint of Engineering, Manufacturing, Sales and Service Facilities
AMERICAS 7 R&D EMEA 2 R&D ASIA 2 R&D 10 Manufacturing 5 Manufacturing 4 Manufacturing 11 Sales/Service 10 Sales/Service 6 Sales/Service
8 Double Digit Projected FY 2017 Revenue and EPS Growth
Strong backlog, turnkey projects, significant cargo opportunities and expanded product portfolio projected to drive strong topline and earnings growth
FY17 $ in millions (June 30 fiscal year) FY17 Guidance Guidance REVENUE EARNINGS PER SHARE 2 $950 - $970 $2.85 - $3.05 1 29 - 38% $1,000 15 -17% $3.00
$900 $830 $2.50 $800 $2.21 $700 $2.00 $600
$500 $1.50
$400 $1.00 $300
$200 $0.50 $100
$0 $0.00 FY 2016 FY 2017 FY 2016 FY 2017
1) Revenue guidance inclusive of approximately $95 million attributable to the acquisition of AS&E for a partial period in Q1 FY17 as well as the remainder of the year. 2) Excludes impairment, restructuring, other charges and the amortization of intangible assets acquired through business acquisitions, non-cash interest expense related to convertible debt, gain from the disposition of a business, net of tax. 9 Delivering Higher Visibility Service Revenue
Large increase in higher visibility service sales, up 118% over FY 2012 driven primarily by turnkey business. Q1 FY17 acquisition of AS&E significantly grows base of highly profitable recurring services revenue.
$ in millions SERVICE REVENUE SERVICE GROSS PROFIT $250 $250 $105 $100
$200 $80
$150 $60 $115
$100 $40 $37
$50 $20
$0 $0 FY 2012 FY 2016 FY 2012 FY 2016
10 Generating Strong Operating Cash Flow
Cash generation invested to drive future growth and shareholder value
Share Over $500 million repurchases 28% M&A of Operating Cash 30% USES OF CASH* Flow from 2012-Q3 2017 FY 2012 to YTD
Capex Q3 2017 42%
* Uses of cash includes cash generated from operations and proceeds from stock options, warrants and ESPP 11 Strong Cash Flow and Balance Sheet Provide Excellent Flexibility for Investment
Disciplined cash management and investment approach. High margin, large-scale turnkey ramp-ups require large upfront capex but offer rapid payback. $287.5M million 1.25% convertible notes issued in February 2017.
$ in millions CAPEX and M&A LEVERAGE RATIO
$250 3.0 Gross Leverage Acquisitions Capex Net Leverage $203 2.5 $200 2.2
2.0 $163
$150 1.5
1.0 1.0
$100 0.6 $77 0.5 $67 0.2 0.0 0.1 $50 0.0 $31 $38 FYE12 FYE13 FYE14 FYE15 FYE16 Q3FY17
(0.5)
$0 FY12 FY13 FY14 FY15 FY16 YTD Q3 FY17* (1.0)
* includes acquisition of AS&E in 9/16 12 OSI SECURITY DIVISION GLOBAL LEADER IN SECURITY SCREENING SOLUTIONS
13 Global Leader in Security Screening Market Rapiscan Systems l AS&E l S2 Global
A leading global provider of security inspection solutions, equipment and services for aviation, ports, customs and border protection defense, event security, critical infrastructure Security 56% and law enforcement DIVISION SALES AS A Significantly increased scale and position with Q1 FY 2017 acquisition of AS&E % OF OSI* Strong customer base including U.S. and international government agencies Leadership in higher margin, recurring revenue, large turnkey projects * Based upon LTM 3/31/17 third party net sales Growing multi-billion dollar worldwide market
Baggage & Hold Baggage Cargo & Vehicle Parcel Screening Inspection Inspection
People Radiation Trace Screening Detection Detection
14 OSI Security Division: Enhanced Scale and Competitive Position through Recent Acquisitions of AS&E and ETD
AS&E AND EXPLOSIVE TRACE DETECTION (ETD) ACQUISITIONS RAPISCAN STRONG DEMONSTRATED Strong and growing order demand across acquired INTEGRATION EXECUTION industry-leading technology portfolios . Delivered run-rate cost . AS&E: detection systems and services for cargo, synergies ahead of target vehicle, parcel, and personnel inspection markets with strong execution of (acquired Q1 FY17) AS&E integration . ETD: HIGH-DEMAND explosive threat detection . ETD deal closed in 39 days security screening market (acquired Q1 FY18) with stepped-up integration activity initiated day of AS&E contributing significant higher margin, purchase recurring service revenue streams
15 Broad Offering of State-of-the-Art Screening Solutions Addresses Each Market Segment
TECHNOLOGY LEADERSHIP AND ROBUST PIPELINE
High-reliability at high-throughput, cost efficient and End-to-end solutions-based approach industry-leading image quality Strong, proprietary software systems integration capabilities Screening solutions cover solid and liquid explosives, Common platforms for improved data sharing, networking and weapons, nuclear and radiological threats, narcotics, training dangerous goods and other contraband Leading global service and support capabilities and local Multiple revenue models facilitate customer contracting expertise
16 A Top Provider of Certified Compliant Technology with Large and Growing U.S. Installed Base
DEPT OF DEFENSE DEPT OF HOMELAND DEPT OF LABOR INDEPENDENT AGENCIES Pentagon SECURITY DEPT OF STATE CIA Air Force TSA NAS Federal Reserve Army Customs and Border DEPT OF FDIC Protection (CBP) Navy TRANSPORTATION National Archives Federal Protective Service Marines DEPT OF TREASURY NASA FEMA U.S. Mint DEPT OF AGRICULTURE Smithsonian Secret Service IRS U.S. Postal Service DEPT OF COMMERCE DEPT OF JUSTICE DEPT OF VETERANS FORTUNE 500 COMPANIES U.S. Census Bureau ATF AFFAIRS NUCLEAR FACILITIES DEPT OF ENERGY DEA LAW ENFORCEMENT DEPT OF HEALTH & HUMAN U.S. Attorney’s Office AGENCIES SERVICES
17 Large and Growing International Customer Base (partial list)
AMERICAS (EXCLUDING U.S.) MIDDLE EAST AND AFRICA EUROPEAN UNION ASIA PACIFIC Servicio de Administración Israel Airports Authority North Atlantic Treaty • China Customs Tributaria Mexico (SAT) Abu Dhabi Customs Organization (NATO) • Civil Aviation Administration Puerto Rico Ports Authority Dubai Police European Civil Aviation of China (PRPA) Conference (ECAC) Saudi Arabia Customs • Airport Authority Hong Kong Canada Border Services Albania Qatar Petroleum • Hong Kong SAR Customs Agency (CBSA) Bulgaria • Taiwan Aviation Police Iraqi Government Canadian Air Transport Vatican • Royal Thai Police Security Authority (CATSA) Egyptian Customs Kremlin • Singapore Jurong Town Corp Brazil Federal Police Tunisian Customs Buckingham Palace • Australian Customs Service Chilean Customs Ghana Port Authority UK Department for • New Zealand Colombian Customs South Africa Customs Transport (DfT) • Japan Customs Peru Ministry of Interior UK Border Agency • Korea Customs Service Dutch Customs • Airport Authority of India
18 Leader in Large-scale Turnkey Screening Solutions with Significant Global Expansion Opportunities
First-mover advantage in developing, integrating and operating comprehensive large-scale, cutting-edge screening systems, staffing, systems integration and support
CHARACTERISTICS Flexible, service-based win-win revenue model – scanning industry first Large-scale, multi-year projects with recurring revenue providing increased visibility Initial contract wins (Mexico, Puerto Rico and Albania); a meaningful portion of division revenues Higher margin sales Significant capex requirement in initial build-out phase with rapid return on investment Longer sales cycle
GROWTH OPPORTUNITIES Growing global demand for large-scale, state-of-the-art cargo screening solutions with potentially fewer initial outlays and efficient operating cost Potential to capitalize on leading position Potential to expand beyond cargo segment over long term Significant opportunity pipeline
19 Hold Baggage Screening Market: Significant Replacement Opportunity with Patented High Performance Next-gen CT Technology – RTT®
GLOBAL HOLD CHECKED BAGGAGE SCREENING MARKET OVERVIEW Regulations moving to require Computed Tomography (CT) technology globally EU mandatory transition from conventional multi-view X-ray (EDS Standard 2) to CT (EDS Standard 3): large market growth opportunity . Current EU baggage conveyors – 1,800 bags per hour (bph) . Airports desire “drop-in” replacement for current MVXR Large international market U.S. replacement CT market
RAPISCAN RTT ® Patented CT system utilizing breakthrough Real Time Tomography (RTT ®) technology . Significant wins include Paris, Rome and Oslo airports . Standard 3 EU EDS Certification received . Enables high quality 3D imaging at high-speed (1,800 bph) . Low life-cycle cost – low maintenance; energy efficient . Highly reliable, no classical CT moving parts Rapiscan RTT ®
20 Significant Global Penetration Opportunity for Cargo and Vehicle Inspection Systems Broadened with New Portfolio Additions
INDUSTRY LEADERSHIP
Strong market share of wide range of scanning technologies enhanced with newly acquired Z Backscatter® cargo and vehicle scanning systems Significant contract wins in the U.S., Middle East and Latin America FY 2017 – two multi-year IDIQ U.S. Customs and Border Protection contract awards for newly acquired Z-Backscatter ZBV ® and Z Portal ® systems valued at up to $140 million Eagle® R60 Rail Car Scanning System High image quality with flexible configuration (mobile, portal, gantry, ruggedized) Proven screening services business model (industry-first): low upfront cost to outsource service; full benefit without cost of ownership Eagle® M60 Car and Cargo Scanning System
GROWTH OPPORTUNITIES
Demand in U.S. and international markets for customs enforcement, ZBV® Mobile Car and Cargo Scanning System border and force protection and narcotics trafficking
Government and private port, border and rail sector applications
U.S. Government capability today to inspect only low percentage of inbound containers Z Portal® Multi-view Car and Cargo Scanning System
21 Expanding Government and Private Markets for High Performance Baggage and Parcel Inspection Systems
INDUSTRY LEADERSHIP Checkpoint X-ray system – strong worldwide market share . >20,000 systems sold . Dual view technology, superior imaging and high efficiency . Pipeline of competitive products with industry leading image quality . Global regulatory approvals
GROWTH OPPORTUNITIES Approved air cargo screening systems EU Cabin Baggage EDS – new requirement moving away from single view X-ray Replacement life cycle business U.S. and international government business Emerging market opportunities: Latin America, India & China Non-aviation (sports/public venues, government, critical infrastructure) Well-positioned to provide integrated checkpoint solutions
22 Significant Opportunity to Capitalize on High Profile Explosive Threat Detection Market in FY18 and Beyond
GROWTH OPPORTUNITY
. Estimated near term 2,000 – 4,000 unit international aviation market opportunity
. Large additional opportunity beyond aviation for critical infrastructure, events, transportation hubs and borders Itemiser 3e . Profitable, recurring service and consumable revenue stream as well as replacement market opportunities Itemiser DX
. Recent DHS announcements regarding additional screening requirements on flights into U.S. in conjunction with the lifting of the laptop ban creating increase demand in Q1 FY18 orders
Itemiser 4DX INDUSTRY LEADERSHIP ES4 Suite of industry-leading, patented, globally-certified technologies with high sensitivity and low false alarm rates Desktop, handheld and walk-through portal options Large, diverse global customer base
MobileTrace Hardened-MT
23 People Screening, Contraband and Radiation Detection: Industry Leadership in a Fast Growing Market
Metal Detectors Portable Z Backscatter Detection . Rapiscan Metor ® high performance product line – tens of . MINI Z ® handheld Z Backscatter ® on-the-go solution thousands of systems sold . New affordable product category – orders in 30 countries . Aviation, courthouses, office buildings, events
Integrated Checkpoint Solutions Radiation Detection . Checkpoint solutions for commercial and government . Large global installed base applications . Leveraging installed base for service and maintenance contracts . Strong domestic and international market base . Strong sales to U.S. Federal and commercial markets
24 OSI HEALTHCARE DIVISION MEDICAL MONITORING SYSTEMS & DEVICES
25 Well Positioned to Capitalize on Growing Market Opportunities OSI Healthcare: Leading Global Supplier of Medical Monitoring Systems & Devices
Broad portfolio of medical technology healthcare solutions for patient monitoring and connectivity, anesthesia delivery and ventilation, diagnostic cardiology and Healthcare supplies/accesories 22%
Multi-year contracts with major healthcare GPOs, IDNs and ACOs DIVISION SALES AS A % Targeting large market opportunities aligned with value-based healthcare OF OSI* Highest gross margin OSI division
Multiple new product introductions with strong pipeline of future products * Based upon LTM 3/31/17 third party net sales
Large installed base of monitoring products
Global distribution channels
Recurring revenue through services and supplies
Highly rated in U.S. overall service in past IMV ServiceTrak Reports (Reputation for superior service – a competitive advantage)
26 Market Penetration Opportunity with Expanding Portfolio in Patient Monitoring & Connectivity
GROWTH OPPORTUNITIES . Strategic segmentation with targeted GPO / IDN opportunities and multi- year contracts . Emerging markets . Multiple new product launches – expanding portfolio with Qube Mini transport monitor, central station solo and new wireless patient area network accessory . Launching portfolio enhancements to large installed base: Xhibit®, XTR telemetry, and Alarm Management . Multiple customer touchpoints through supplies and accessories . Flexibility to interact with 3rd party EHR providers
INDUSTRY LEADERSHIP A leading full-range supplier Technology innovator . Solutions that inspire clinical efficiency . Best-in-class integration . Unique open architecture platform for faster time to market . Implementation on customized existing network resulting in better economic outcomes for the customer
27 “Gold Standard” Product Lines With New Introductions Provide Opportunity in Cardiology and Anesthesia / Ventilation Markets
GROWTH OPPORTUNITIES . Cardiology systems: Data management solutions becoming mandatory to connect devices
Sentinel 10 introduces cardiology information management system
Sentinel ® Ambulatory Blood Lifecard ® CF OnTrak delivers next evolution in Spacelabs ABPM Pressure Enhanced diagnostic parameters in OSI Pathfinder SL® holter analyzer and new ABP recorders
. Anesthesia systems - U.S. surgery centers, clinics, hospitals
CardioExpress ® SL1 and SL18A
INDUSTRY LEADER IN ACROSS MARKETS Broad range of offerings and distribution system with large installed base offer technology innovation, improved clinical BleaseDatum outcomes, monitoring and information management solutions Multigas Vaporizers ARKON Module BleaseFocus with Qube® Monitor
28 OSI OPTOELECTRONICS AND MANUFACTURING DIVISION INDUSTRY-LEADING PHOTODIODE & OPTICAL SENSORS
29 Well Positioned to Capitalize on Growing Market Opportunities OSI Optoelectronics and Manufacturing: Industry-leading Photodiode & Optical Sensors
A leading global developer and manufacturer of custom semiconductor-based optoelectronic components and value-added sub-systems for over 40 years DIVISION Sought-after innovative partner with efficient global manufacturing footprint SALES AS A % Targeting higher margin market for highly engineered, high quality sub-assemblies OF OSI* serving significant technology electronics markets
Broad applications-driven focus; primary industry focus: aerospace and defense, Optoelectronics 22% homeland security, medial, clinical diagnostics, bio-chemistry and industrial * Based upon LTM 3/31/17 third party net sales Intercompany sales to Security and Healthcare divisions enhance consolidated margin
30 OSI Summary
31 OSI: Technology Leader Well Positioned for Growth
CATALYSTS FOR GROWTH Competitive strengths in technology leadership, turnkey solutions experience IN PLACE and vertically-integrated, low-cost manufacturing Expanding global Acquisition of AS&E and ETD enhances leadership in security business terrorism threat Expanding global footprint and customer base Security division Contract wins increasing competitive position turnkey service model
Recent product launches anticipated to contribute to future growth Large security government contracts Scale and momentum to enable profitable growth RTT® new product sales
Expanded security Robust product pipeline Significant Adjusted portfolio with AS&E delivering next-gen solutions EBITDA growth Healthcare division new product sales
Higher margin electronics Operating margin Strong balance sheet customer sales improvement and significant backlog New markets for existing technologies
32 Thank you!
33 Appendix Reconciliation of GAAP to Non-GAAP EPS
FY16 EPS (DILUTED)
GAAP basis $ 1.30
Impairment, restructuring and other charges 1.10
Amortization expense related to acquisitions 0.13
Tax impact of above (0.32)
Non-GAAP basis $ 2.21
35