8-K

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) July 31, 2014

AMERICAN SCIENCE AND ENGINEERING, INC.

(Exact Name Of Registrant As Specified In Its Charter)

MASSACHUSETTS

(State or Other Jurisdiction of Incorporation)

1-6549	04-2240991
(Commission File Number)	(I.R.S. Employer Identification No.)

829 MIDDLESEX TURNPIKE, BILLERICA, MASSACHUSETTS	01821
(Address of Principal Executive Offices)	(Zip Code)

(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 July 31, 2014, American Science and Engineering, Inc. (the “Company”) issued a press release announcing financial results for the first quarter of fiscal year 2015 ended June 30, 2014.  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

ExhibitNumber	Description
99.1	Press Release of American Science and Engineering, Inc. dated July 31, 2014 announcing financial results for first quarter of fiscal year 2015.
99.2	Earnings Call Presentation of American Science and Engineering, Inc. dated July 31, 2014 announcing financial results for first quarter of fiscal year 2015.

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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.

Date: July 31, 2014	AMERICAN SCIENCE AND ENGINEERING, INC.
	By:	/s/ Kenneth J. Galaznik
		Kenneth J. Galaznik
		Senior Vice President, CFO and Treasurer

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EXHIBIT INDEX

ExhibitNumber	Description
99.1	Press Release of American Science and Engineering, Inc. dated July 31, 2014, announcing financial results for first quarter of fiscal year 2015.
99.2	Earnings Call Presentation of American Science and Engineering, Inc. dated July 31, 2014, announcing financial results for first quarter of fiscal year 2015.

4

EX-99.1

EXHIBIT 99.1

American Science and Engineering, Inc. Reports Results for

First Quarter Fiscal Year 2015

·Revenue for First Quarter reported at $35.5M

·Bookings for First Quarter reported at $22.3M

·Company Declaring Quarterly Dividend of $0.50 per share

BILLERICA, Mass. — July 31, 2014 — American Science and Engineering, Inc. (NASDAQ: ASEI) (“AS&E”), a leading worldwide supplier of innovative X-ray inspection solutions, today reported its financial results for the first quarter fiscal year 2015 ended June 30, 2014. The Company reported revenues of $35.5 million as compared with revenues of $43.1 million for the first quarter of fiscal year 2014, net income of $1.5 million as compared with net income of $4.9 million for the first quarter of fiscal year 2014, and earnings per share of $0.18 as compared with earnings per share of $0.62 for the first quarter of fiscal year 2014.

The Company reported $22.3 million in bookings for the first quarter of fiscal year 2015 as compared with $29.9 million in bookings for the first quarter of the prior fiscal year. Backlog at June 30, 2014 was $162.9 million.

The Company is declaring a quarterly cash dividend of $0.50 per share, payable on September 3, 2014 to the holders of record at the close of business on August 20, 2014.

“While we continue to make significant progress on our long-term strategic growth initiatives, we are still experiencing quarter-to-quarter volatility,” said Chuck Dougherty, AS&E’s President and Chief Executive Officer. “Escalating conflicts in the Middle East delayed both shipments and anticipated bookings in the quarter. Our pipeline, however, is substantial and continues to steadily grow. The successful introduction of our breakthrough MINI Z™ portable screening system, the launch of a new North American Public Safety channel, and other strategic initiatives now underway will continue to help us leverage our technology leadership to expand the application reach of our offerings into targeted markets.”

Chuck Dougherty, President and Chief Executive Officer, and Ken Galaznik, Senior Vice President, Chief Financial Officer 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 Thursday, July 31, 2014 at 8:30 a.m. ET.

To participate in the conference call, please dial 1-877-303-9143 at least 10 minutes prior to its starting time. For international participants, please dial +1-760-536-5194. The conference identification number is 76073890. You will be placed on hold until the conference call is ready to begin. The live webcast and presentation can be accessed through the investor relations section of the Company’s website at http://ir.as-e.com/events.cfm.

An audio replay of the teleconference will be available, in its entirety, starting Thursday, July 31, 2014 at 11:30 a.m. ET for a one-week period by dialing 1-855-859-2056. Internationally, please dial +1-404-537-3406. The conference identification number is 76073890. The replay and presentation will also be available through the Company’s web site at http://ir.as-e.com/events.cfm.

-continued-

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. Learn more about AS&E products and technologies at www.as-e.com and follow us on Twitter @ase_detects.

Public Relations Contact:

Dana Harris	Laura Berman
Red Javelin Communications, Inc.	American Science and Engineering, Inc.
978-440-8392	978-262-8700
dana@redjavelin.com	lberman@as-e.com

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)

	For the Three Months Ended
	June 30,2014			June 30,2013
Total net sales and contract revenues	$	35,537		$	43,084
Total cost of sales and contracts	19,068			23,937
Gross profit	16,469			19,147
Expenses:
Selling, general and administrative	8,191			7,409
Research and development	6,006			4,414
Total expenses	14,197			11,823
Operating income	2,272			7,324
Interest and other, net	(85		)	(8		)
Income before provision for income taxes	2,187			7,316
Provision for income taxes	733			2,451
Net income	$	1,454		$	4,865
Income per share - Basic	$	0.18		$	0.62
Income per share - Diluted	$	0.18		$	0.62
Weighted average shares - Basic	7,891			7,842
Weighted average shares - Diluted	7,913			7,882

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)

	June 30, 2014		March 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	50,120	$	62,143
Restricted cash and investments	14,570		14,603
Short-term investments, at fair value	87,479		88,649
Accounts receivable, net	30,242		34,317
Unbilled costs and fees	3,169		2,491
Inventories	38,100		32,935
Other current assets	14,417		10,234
Total current assets	238,097		245,372
Non-current assets:
Building, equipment and leasehold improvements, net	11,612		12,969
Restricted cash and investments	346		313
Other assets	7,148		6,857
Total assets	$	257,203	$	265,511
Liabilities & Stockholders’ Equity
Current liabilities:
Accounts payable	$	7,494	$	10,618
Customer deposits	20,985		16,589
Deferred revenue	12,198		10,934
Other current liabilities	16,682		24,350
Total current liabilities	57,359		62,491
Non-current liabilities:
Lease financing liability	1,023		1,404
Other non-current liabilities	3,082		4,221
Total liabilities	61,464		68,116
Stockholders’ equity	195,739		197,395
Total liabilities and stockholders’ equity	$	257,203	$	265,511

AMERICAN SCIENCE AND ENGINEERING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the Three Months Ended
	June 30, 2014			June 30, 2013
Cash flows from operating activities:
Net income	$	1,454		$	4,865
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	1,312			1,291
Provision for contracts, inventory, and accounts receivable reserves	(420		)	32
Amortization of bond premium	289			470
Stock compensation expense	779			308
Changes in assets and liabilities:
Accounts receivable	4,068			3,139
Unbilled costs and fees	(678		)	(355		)
Inventories	(4,297		)	(2,287		)
Prepaid expenses and other assets	(4,474		)	1,959
Accounts payable	(3,124		)	633
Accrued income taxes	(2,072		)	844
Customer deposits	4,396			4,766
Deferred revenue	115			(1,373		)
Accrued expenses and other liabilities	(5,591		)	(2,666		)
Net cash provided by (used for) operating activities	(8,243		)	11,626
Cash flows from investing activities:
Purchases of short-term investments	(21,133		)	—
Proceeds from sales and maturities of short-term investments	22,000			47,638
Purchases of property and equipment, net	(396		)	(707		)
Net cash provided by investing activities	471			46,931
Cash flows from financing activities:
Increase in restricted cash and investments	—			(1,797		)
Proceeds from exercise of stock options	116			1,452
Repurchase of shares of common stock	—			(12,306		)
Repayment of leasehold financing liability	(376		)	(369		)
Payment of common stock dividend	(3,991		)	(3,893		)
Net cash used for financing activities	(4,251		)	(16,913		)
Net increase (decrease) in cash and cash equivalents	(12,023		)	41,644
Cash and cash equivalents at beginning of period	62,143			40,418
Cash and cash equivalents at end of period	$	50,120		$	82,062

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EX-99.2

Exhibit 99.2

 July 31, 2014 American Science and Engineering, Inc. Q1 Fiscal Year 2015 Earnings Call Presentation

Safe Harbor Statement The foregoing presentation 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 material 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 US government procurement and procurement abroad; and future delays in federal funding. 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 Annual Report on 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 U.S. government contracting as well as international customers. As a contractor with the U.S. government, a significant number of the Company’s government contracts may be terminated at the government’s discretion. 2 ©2014 American Science and Engineering, Inc.

Sales by Product Line – Q1’15 vs. Q1’14 (000’s) 3 Q1'15 Q1'14 Increase/ (Decrease) Cargo Systems $ 9,146 $ 13,618 $ (4,472) Mobile Cargo Systems 11,563 4,808 6,755 Parcel and Personnel Systems 765 1,842 (1,077) Service 12,286 21,804 (9,518) Other 1,777 1,012 765 Total Sales $ 35,537 $ 43,084 $ (7,547) ©2014 American Science and Engineering, Inc.

Consolidated Statement of Operations – Q1’15 vs. Q1’14 (000’s) 4 ©2014 American Science and Engineering, Inc. Quarter Ended June 30, 2014 June 30, 2013 Increase/ (Decrease) Total net sales and contract revenues $ 35,537 $ 43,084 $ (7,547) Total cost of sales and contracts 19,068 23,937 (4,869) Gross profit 16,469 19,147 (2,678) Selling, general and administrative expenses 8,191 7,409 782 Research and development costs 6,006 4,414 1,592 Total operating expenses 14,197 11,823 2,374 Operating income 2,272 7,324 (5,052) Interest and other, net (85) (8) (77) Other income (expense), net 2,187 7,316 (5,129) Provision for income taxes 733 2,451 (1,718) Net income $ 1,454 $ 4,865 $ (3,411) Income per share - Basic $ 0.18 $ 0.62 $ (0.44) Income per share - Diluted $ 0.18 $ 0.62 $ (0.44)

Cash Balance at June 30, 2014 (000’s) 5 ©2014 American Science and Engineering, Inc. $200,000 $160,000 $120,000 $80,000 $40,000 $- FY’14 Q1’15 Restricted Cash and Investments - Long-Term $313 $346 Restricted Cash and Investments - Current $14,603 $14,570 Short-Term Investments $88,649 $87,479 Cash and Cash Equivalents $62,143 $50,120

Backlog (000’s) 6 ©2014 American Science and Engineering, Inc.

7 Strategy Pillars Organic Inorganic Foundation ©2014 American Science and Engineering, Inc.

Portfolio Expansion MINI Z™ : The World’s First Handheld Z Backscatter® Screening System Leverages AS&E technology leadership in Z Backscatter imaging Uses the same technology that made the ZBV the #1 cargo and vehicle inspection system in the world, but in a small form factor Produces a real-time image of the scan target, highlighting organic materials that transmission X-ray systems can miss, such as explosives, currency, and drugs “On the Go” Detection Goes where other systems can’t Easy-to-use, all-in-one imaging system Safe, Secure and Dependable Operation Designed for Law Enforcement, Public Safety, Border and other Security Officials 8 ©2014 American Science and Engineering, Inc.

Geographic Expansion North America Public Safety Channel 9 AS&E entered into agreements with six public safety Channel Partners in the U.S. Territory leaders in their current industry Channel partners will offer the MINI Z system, the ZBV® family of cargo and vehicle screening systems, the Gemini ® line of parcel inspection systems, and SmartCheck® system Each channel partner will provide local training, service and operations Leverage Channel Partners existing public safety customer base and market knowledge Currently selling and servicing target market Law Enforcement First Responders Public Safety markets across the U.S. at the local, metropolitan, county and state levels First step in our global strategy to expand the application reach of our technology ©2014 American Science and Engineering, Inc.

Services Evolution We have strengthened our business development focus on service and have introduced value-added offerings: Multi-Vendor Service (MVS) Offerings Integrated Detection Solutions Managed Services 10 ©2014 American Science and Engineering, Inc. AS&E’s Integrated Solution gives officials the ability to review an image of a container together with its container ID number, X-ray image, and radiation monitor results. A) ORTEC ® Detective-SPM with MMC’s lane cameras; B) Integrated detection facilities; C) OmniView® Gantry; D) Z Portal®; E) Sentry® Portal; F) ZBV®

11 Q & A Learn more about AS&E products and technologies at www.as-e.com and follow us on Twitter @ase_detects