Osi Systems, Inc. · NASDAQ:OSIS
Osi Systems — Merger or Acquisition (June 2016)
14 slides from Osi Systems's merger presentation, Jun 21, 2016
Slide 1: Forward-Looking Statements
Forward-Looking Statements Certain statements made herein are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than historical facts included in this presentation, including,
Slide 2: AS&E Transaction at a Glance
AS&E Transaction at a Glance AS&E Overview Large global provider of detection solutions for ports, borders, military, critical infrastructure and law enforcement Track record of innovative technology with premier customers in strategic end markets Strategic Rationale Broadens OSI’s security product
Slide 3: AS&E: Large Global Provider of X-Ray Detection Technology and Services
AS&E: Large Global Provider of X-Ray Detection Technology and Services Cutting edge detection technology with large installed base of advanced cargo, parcel and personnel inspection systems Protection of high-threat facilities, ports and borders against explosive devices, narcotics and weapons smugg
Slide 4: Strategic Rationale
Strategic Rationale The acquisition of AS&E enhances OSI’s Security platform with leading X-ray inspection technology and services for critical security end markets Broadens security product portfolio with addition of Z Backscatter® X-ray technology Product Offerings On Strategy Consistent with OSI’
Slide 5: Complementary Product Portfolio Expands Attractive Offerings in OSI's End Markets
Complementary Product Portfolio Expands Attractive Offerings in OSI’s End Markets AS&E KEY END MARKETS AS&E KEY CUSTOMERS AS&E PRODUCTS & SERVICES CARGO & MOBILE CARGO PARCEL & PERSONNEL SERVICE Z Portal®: Multi-view, multi-technology vehicle screening system for passenger vehicles, trucks and cargo
Slide 6: Expands OSI's R&D Capabilities and Pipeline
Expands OSI’s R&D Capabilities and Pipeline Continued focus on expanding applications for core Z Backscatter® products First Z Backscatter-only cargo inspection system introduced to the market Z Portal®: First 3-sided drive-through screening system MINI Z®: World’s first handheld Z Backscatter imagi
Slide 7: Expands OSI's Base of Highly Profitable Service Revenue and Global Footprint
Expands OSI's Base of Highly Profitable Service Revenue and Global Footprint Note: Location of dot does not reflect specific in-country location. Domain expertise and a substantial global installed base enhances offering to customers Key services include: Product and systems design, installation, op
Slide 8: Attainable Cost Synergies
Attainable Cost Synergies COST OF GOODS SOLD SALES & MARKETING OTHER CORPORATE COSTS SYNERGY BREAKDOWN Optimization of manufacturing and supply chain infrastructure Cost savings in regional and technical sales and sales administration and operations Reduction in corporate marketing expenses Cost sav
Slide 9: Pro Forma Financial Profile
Pro Forma Financial Profile (2) Pro Forma Adjusted EBITDA normalized for impact of AS&E cost savings initiatives implemented in the last twelve months ended 3/31/2016 and non-recurring items. Includes $18 million of run-rate synergies. Includes approximately $205 million of new borrowings for the ac
Slide 10: Summary
Summary Leading X-ray inspection technology and services for critical end markets Accretion to diluted EPS in excess of 10% by Fiscal Year 2018 Significant run-rate cost synergies Flexible balance sheet with modest leverage at close Significantly grows OSI scale and position in attractive security a
Slide 11: Summary
Summary [@ET/SYSTEMS, INC.
Slide 12: Non-GAAP Measures
Non-GAAP Measures This presentation includes references to adjusted EBITDA and non-GAAP diluted earnings per share, both of which are non-GAAP financial measures. Adjusted EBITDA is defined as net income, plus net interest and other expense, provision for income taxes, and depreciation and amortizat
Slide 13: EBITDA Reconciliation
Pro Forma Adjusted EBITDA Reconciliation LTM 3/31/2016 (1) Normalizing adjustment for full-year impact of cost savings initiatives implemented by AS&E in the last twelve months ended 3/31/2016. Combined Company (1) (1) LTM as of 3/31/2016 ($ in millions) Operating Income (GAAP) $60.7 ($5.3) $55.4 De
Slide 14: EBITDA Reconciliation
Pro Forma Adjusted EBITDA Reconciliation LTM 3/31/2016 [SETisystems, Inc. Combined | ‘ombine LTM as of 3/31/2016 (SET systems, inc. ASRE : Company | ($in millions) ! ' ' ' Operating Income (GAAP) $60.7 ($5.3) A $554 | H Depreciation and Amortization 56.1 36 H 507 | ! 1 Stock-based Compensation 179 1