Form 8-K AMERICAN SCIENCE & ENGIN For: Feb 08

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 8, 2016

AMERICAN SCIENCE AND ENGINEERING, INC.

(Exact Name Of Registrant As Specified In Its Charter)

MASSACHUSETTS

(State or Other Jurisdiction of Incorporation)

(978) 262-8700

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 8, 2016, American Science and Engineering, Inc. (the “Company”) issued a press release announcing financial results for the third quarter of fiscal year 2016 ended December 31, 2015.  The Company also posted on its website (http://ir.as-e.com/events.cfm) a slide presentation regarding such financial results.  Copies of the press release and slide presentation are attached herewith as Exhibit 99.1 and 99.2, respectively.

Limitation on Incorporation by Reference.    The information furnished in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements.     Except for historical information contained in the press release and slide presentation attached as Exhibits hereto, the press release and slide presentation contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release and slide presentation regarding these forward-looking statements.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits

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SIGNATURE

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

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EXHIBIT INDEX

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EXHIBIT 99.1

American Science and Engineering, Inc. Reports Results for

Third Quarter Fiscal Year 2016 and Declares Quarterly Dividend

·                  Third quarter results were adversely affected by continuing regional volatility and falling oil prices in strategic end-markets

·                  Net loss of $0.5 million as compared with net income of $2.6 million for the third quarter of fiscal year 2015

·                  Free cash flow of $8.2 million for the quarter, defined as cash flow from operations less capital expenditures

·                  Quarterly dividend declared of $0.50 per share, payable on March 2, 2016

·                  Received first order for multiple Next Generation Z Portal® systems from an African government agency

BILLERICA, Mass. — February 8, 2016 — American Science and Engineering, Inc. (NASDAQ: ASEI) (“AS&E”), a leading worldwide supplier of innovative X-ray detection solutions, today reported its financial results for the third quarter of fiscal year 2016 ended December 31, 2015. The Company reported revenues of $22.2 million as compared with $37.0 million for the third quarter of fiscal year 2015, a net loss of $0.5 million as compared with net income of $2.6 million for the third quarter of fiscal year 2015, and a loss per share of $0.06 as compared with earnings per share of $0.32 for the third quarter of fiscal year 2015.

For the first nine months of fiscal year 2016, the Company reported revenues of $78.8 million as compared with $95.6 million for the same period in fiscal year 2015, a net loss of $0.5 million compared with net income of $0.1 million for the same period in fiscal year 2015, and a loss per share of $0.07 as compared with earnings per share of $0.01 for the same period in fiscal year 2015. The Company reported $29.5 million in bookings for the third quarter of fiscal year 2016 and $97.0 million for the first nine months of fiscal year 2016. Backlog at December 31, 2015 was $156.6 million.

Continuing with its dividend program initiated in August 2007, the Company is declaring a quarterly cash dividend of $0.50 per share, payable on March 2, 2016 to the holders of record at the close of business on February 18, 2016.

“Third quarter results were impacted by continuing regional volatility and falling oil prices in strategic end-markets, which caused delays in new orders and in shipment of backlog orders,” said Chuck Dougherty, AS&E’s President and CEO. “We are maintaining our focus on managing operating expenses while continuing to prioritize working capital improvements in order to optimize cash flow generation, as we navigate this challenging market environment.”

Dougherty continued, “We were pleased to receive the first order for the Next Generation Z Portal® cargo and vehicle inspection system, a $13-million contract for multiple systems from an African government agency for counterterrorism applications. Additionally, we received a five-year, follow-on Managed Services contract from NATO to operate and maintain AS&E and third-party explosive detection systems deployed in the Middle East. These initial orders are the results of our long-term strategy of growing our portfolio of solutions to capture and expand our opportunity pipeline in new and existing markets.”

Chuck Dougherty, President and CEO, and Diane Basile, Senior Vice President, CFO and Treasurer, will host a conference call and simultaneous webcast to discuss the results and respond to questions. The conference call and webcast will include a presentation and are scheduled for Monday, February 8, 2016 at 4:30 p.m. ET.

To participate in the conference call, dial (877) 303-9143; please dial at least 10 minutes prior to its starting time. For international participants, please dial (760) 536-5194.  The conference identification number is 35811274. You will be placed on hold until the conference call is ready to begin. The live webcast and presentation can be accessed at http://edge.media-server.com/m/p/xmu6ukgm.

An audio replay of the teleconference will be available, in its entirety, starting Monday, February 8, 2016 at 7:30 p.m. ET for a one-week period by dialing (855) 859-2056. Internationally, please dial (404) 537-3406. The conference

identification number is 35811274. The replay and presentation will also be available through the Company’s website at http://ir.as-e.com/events.cfm.

About AS&E

American Science and Engineering, Inc. (AS&E) is the trusted global provider of threat and contraband detection solutions for ports, borders, military, critical infrastructure, law enforcement, and aviation. With over 50 years of experience, AS&E offers proven, advanced, X-ray inspection systems to combat terrorism, drug smuggling, illegal immigration, and trade fraud. AS&E systems are designed in a variety of configurations for cargo and vehicle inspection, parcel inspection, and personnel screening. Using a combination of technologies, these systems provide superior detection capabilities, with high-energy, dual-energy, and Z Backscatter® X-rays — pioneered by AS&E. Learn more about AS&E products and technologies at www.as-e.com and follow us on Twitter @ase_detects.

Safe Harbor Statement: The foregoing press release contains statements concerning AS&E’s financial performance, markets and business operations that may be considered “forward-looking” under applicable securities laws.  AS&E wishes to caution readers of this press release that actual results might differ materially from those projected in any forward-looking statements. Factors which might cause actual results to differ materially from those projected in the forward-looking statements contained herein include the following: significant reductions, delays or cancellations (in full or in part) in procurements of the Company’s systems by the United States and other governments; disruption in the supply of any source component incorporated into AS&E’s products; litigation seeking to restrict the use of intellectual property used by the Company; limitations under certain laws on the Company’s ability to protect its own intellectual property; potential product liability claims against the Company; global political trends and events which affect public perception of the threat presented by drugs, explosives and other contraband; global economic developments and the ability of governments and private organizations to fund purchases of the Company’s products to address such threats; the potential insufficiency of Company resources, including human resources, capital, plant and equipment and management systems, to accommodate any future growth; technical problems and other delays that could impact new product development and the Company’s ability to adapt to changes in technology and customer requirements; competitive pressures; lengthy sales cycles both in United States government procurement and procurement abroad;  future delays in federal funding, the market price of the company’s stock prevailing from time to time, the nature of other investment opportunities presented to the company from time to time,  the company’s cash flows from operations and market and general economic conditions. These and certain other factors which might cause actual results to differ materially from those projected are detailed from time to time in AS&E’s periodic reports and registration statements filed with the Securities and Exchange Commission, which important factors are incorporated herein by reference. AS&E undertakes no obligation to update forward looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes in future operating results, financial condition or business over time. Readers are further advised to review the “Risk Factors” set forth in the Company’s most recent Form 10-Q and Form 10-K,  which further detail and supplement the factors described in this Safe Harbor Statement.  Among other disclosures, the Risk Factors disclose risks pertaining to that portion of the Company’s business that is dependent on United States government contracting as well as international customers.

AMERICAN SCIENCE AND ENGINEERING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

The results of operations reported herein may not be indicative of future financial conditions or results of future operations.

AMERICAN SCIENCE AND ENGINEERING, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

AMERICAN SCIENCE AND ENGINEERING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Exhibit 99.2