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) May 11, 2015

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 May 11, 2015, American Science and Engineering, Inc. (the “Company”) issued a press release announcing financial results for the fourth quarter and fiscal year ended March 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

ExhibitNumber	Description
99.1	Press Release of American Science and Engineering, Inc. dated May 11, 2015 announcing financial results for fourth quarter and fiscal year ended March 31, 2015.
99.2	Earnings Call Presentation of American Science and Engineering, Inc. dated May 11, 2015 announcing financial results for fourth quarter and fiscal year ended March 31, 2015.

2

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: May 11, 2015	AMERICAN SCIENCE AND ENGINEERING, INC.
	By:	/s/ Kenneth J. Galaznik
		Kenneth J. Galaznik
		Senior Vice President, CFO and Treasurer

3

EXHIBIT INDEX

ExhibitNumber	Description
99.1	Press Release of American Science and Engineering, Inc. dated May 11, 2015, announcing financial results for fourth quarter and fiscal year ended March 31, 2015.
99.2	Earnings Call Presentation of American Science and Engineering, Inc. dated May 11, 2015, announcing financial results for fourth quarter and fiscal year ended March 31, 2015.

4

EX-99.1

EXHIBIT 99.1

American Science and Engineering, Inc. Reports Results for

Fourth Quarter and Fiscal Year 2015

·Revenue for Fourth Quarter reported at $31.2 million

·Bookings for Fourth Quarter reported at $31.3 million

·Repurchased 359,628 Shares in the Quarter for $17.7 Million Under Current Stock Repurchase Program

·Company Declaring Quarterly Dividend of $0.50 per share

·200 MINI Z® Systems Ordered for the Chinese Market Opening New Markets for Z Backscatter® Technology

BILLERICA, Mass. — May 11, 2015 — 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 fourth quarter and fiscal year ended March 31, 2015. The Company reported revenues of $31.2 million as compared with revenues of $65.6 million for the fourth quarter of fiscal year 2014, net income of $0.9 million as compared with net income of $4.0 million for the fourth quarter of fiscal year 2014, and earnings per share of $0.12 as compared with earnings per share of $0.50 for the fourth quarter of fiscal year 2014.

For the fiscal year ended March 31, 2015, the Company reported revenues of $126.8 million as compared with revenues of $190.2 million for the prior fiscal year, net income of $1.0 million as compared with net income of $15.1 million for the prior fiscal year, and earnings per share of $0.13 as compared with earnings per share of $1.91 for the prior fiscal year.

The Company reported $31.3 million in bookings for the fourth quarter of fiscal year 2015 as compared with $60.8 million in bookings for the fourth quarter of the prior fiscal year and $88.9 million in bookings for the fiscal year ended March 31, 2015 as compared with the $180.2 million in bookings for the prior fiscal year. Backlog at March 31, 2015 was $138.3 million.

The Company’s Board of Directors has declared a quarterly cash dividend of $0.50 per share, payable on June 3, 2015 to the holders of record of the Company’s common stock at the close of business on May 26, 2015.  As previously reported on December 1, 2014, the Company’s Board of Directors approved an expansion of the stock repurchase authorization from $35.0 million to $50.0 million. The Company repurchased 359,628 of its common stock in the quarter for $17.7 million, with a remaining balance of $13.5 million available under the program.

“Fiscal year 2015 was a challenging year for AS&E; while we did not produce the financial results we anticipated, we remain confident in the strength of our active opportunity pipeline and we continue to make meaningful progress on our strategic initiatives,” said Chuck Dougherty, AS&E’s President and CEO. “Regarding our portfolio expansion efforts, the growing adoption of the award-winning MINI Z handheld imaging system enabled us to penetrate targeted geographic and vertical markets, expanding penetration for our Z Backscatter technology. For example, we were pleased to receive an order for 200 MINI Z systems for public safety customers in China, our largest single MINI Z order to date. In support of our geographic expansion efforts, we have successfully upgraded and added new channel partners, as well as added direct sales and service resources in key growth markets. Our high-performing service business continues to produce exceptional customer satisfaction ratings, which is driving the expansion of our service offerings.”

Dougherty continued, “Looking ahead, we remain committed to improving results by continuing to reduce operating costs while at the same time enhancing shareholder value by driving the execution of our strategic plan, closely assessing progress, and making course corrections as necessary.”

As recently reported, the Company is fully cooperating with the General Services Administration (“GSA”) Office of Inspector General’s investigation into AS&E’s compliance with its GSA Schedule Contract.  AS&E has a longstanding history with the U.S. government and continues to actively engage with U.S. government clients; it expects to continue selling under its GSA Schedule Contract while pursuing new business opportunities with these customers during this process.

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 are scheduled for Monday, May 11, 2015 at 4:30 p.m. ET.

To participate in the conference call, please dial (877) 303-9143 at least 10 minutes prior to its starting time. For international participants, please dial (760) 536-5194. The conference identification number is 38635891. 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/i7cot962.

An audio replay of the teleconference will be available, in its entirety, starting Monday, May 11, 2015 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 38635891. 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 or follow us on Twitter @ase_detects.

Public Relations Contact:
Dana Harris	Laura Berman
Red Javelin Communications, Inc.	American Science and Engineering, Inc.
dana@redjavelin.com	lberman@as-e.com
978-440-8392	978-262-8713

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)

	Quarter Ended						Fiscal Year Ended
	March 31,2015			March 31,2014			March 31,2015			March 31,2014
Total net sales and contract revenues	$	31,167		$	65,576		$	126,750		$	190,249
Total cost of sales and contracts	17,164			44,147			69,488			113,599
Gross profit	14,003			21,429			57,262			76,650
Expenses:
Selling, general and administrative	7,771			9,087			32,707			31,805
Research and development	5,298			6,364			23,390			22,089
Total expenses	13,069			15,451			56,097			53,894
Operating income	934			5,978			1,165			22,756
Interest and other expense, net	(30		)	(31		)	(118		)	(23		)
Income before provision for income taxes	904			5,947			1,047			22,733
Provision for income taxes	27			1,992			68			7,616
Net income	$	877		$	3,955		$	979		$	15,117
Income per share - Basic	$	0.12		$	0.50		$	0.13		$	1.92
Income per share - Diluted	$	0.12		$	0.50		$	0.13		$	1.91
Weighted average shares - Basic	7,288			7,870			7,723			7,846
Weighted average shares - Diluted	7,289			7,905			7,729			7,881

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)

	March 31, 2015		March 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	68,835	$	62,143
Restricted cash and investments	6,193		14,603
Short-term investments, at fair value	24,533		88,649
Accounts receivable, net	22,124		34,317
Unbilled costs and fees	1,848		2,491
Inventories	40,983		32,935
Other current assets	13,187		10,234
Total current assets	177,703		245,372
Non-current assets:
Building, equipment and leasehold improvements, net	8,711		12,969
Restricted cash and investments	208		313
Other assets	6,486		6,857
Total assets	$	193,108	$	265,511
Liabilities & Stockholders’ Equity
Current liabilities:
Accounts payable	$	7,200	$	10,618
Customer deposits	13,956		16,589
Deferred revenue	7,355		10,934
Other current liabilities	12,664		24,350
Total current liabilities	41,175		62,491
Non-current liabilities:
Lease financing liability	—		1,404
Other non-current liabilities	1,526		4,221
Total liabilities	42,701		68,116
Stockholders’ equity	150,407		197,395
Total liabilities and stockholders’ equity	$	193,108	$	265,511

AMERICAN SCIENCE AND ENGINEERING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the Fiscal Year Ended
	March 31, 2015			March 31, 2014
Cash flows from operating activities:
Net income	$	979		$	15,117
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Depreciation and amortization	4,565			5,303
Provision for contracts, inventory, and accounts receivable reserves	674			1,328
Amortization of bond premium	832			1,551
Deferred income taxes	2,655			378
Stock based compensation expense	2,771			2,501
Other	(49		)	—
Changes in assets and liabilities:
Accounts receivable	12,183			(5,813		)
Unbilled costs and fees	643			2,384
Inventories	(8,271		)	13,761
Prepaid expenses and other assets	(5,237		)	3,636
Accounts payable	(3,418		)	2,247
Accrued income taxes	(2,338		)	244
Customer deposits	(2,633		)	390
Deferred revenue	(6,501		)	(6,430		)
Accrued expenses and other liabilities	(7,991		)	(4,051		)
Net cash (used for) provided by operating activities	(11,136		)	32,546
Cash flows from investing activities:
Purchases of short-term investments	(29,211		)	(69,668		)
Proceeds from sales and maturities of short-term investments	92,471			88,040
Purchases of property and equipment	(2,580		)	(1,821		)
Net cash provided by investing activities	60,680			16,551
Cash flows from financing activities:
Decrease (increase) in restricted cash and investments	8,515			(1,399		)
Proceeds from exercise of stock options	1,074			3,525
Repurchase of shares of common stock	(36,472		)	(12,306		)
Repayment of leasehold financing	(653		)	(1,488		)
Payment of common stock dividend	(15,607		)	(15,713		)
Reduction of income taxes paid due to the tax benefit from employee stock option expense	291			9
Cash used for financing activities	(42,852		)	(27,372		)
Net increase in cash and cash equivalents	6,692			21,725
Cash and cash equivalents at beginning of year	62,143			40,418
Cash and cash equivalents at end of year	$	68,835		$	62,143

EX-99.2

Exhibit 99.2

May 11, 2015 American Science and Engineering, Inc. Q4 and Fiscal Year 2015 Earnings Call Presentation

Safe Harbor Statement 2 ©2015 American Science and Engineering, Inc. 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.

Revenue by Product Line – Q4’15 vs. Q4’14 (000’s) 3 ©2015 American Science and Engineering, Inc. Q4’15 Q4’14 Increase/ (Decrease) Cargo $ 5,926 $ 30,633 $ (24,707) Mobile Cargo 8,674 18,821 (10,147) Parcel & Personnel 1,525 2,615 (1,090) Other 780 2,530 (1,750) Service 14,262 10,977 3,285 Sales $ 31,167 $ 65,576 $ (34,409) Q4’15 Q4’14 Cargo 19% Mobile Cargo 28% Parcel & Personnel 5% Other 2% Service 46% Cargo 47% Mobile Cargo 28% Parcel & Personnel 4% Other 4% Service 17%

Consolidated Statement of Operations – Q4’15 vs. Q4’14 (000’s) 4 ©2015 American Science and Engineering, Inc. Quarter Ended March 31, 2015 March 31, 2014 Increase/ (Decrease) Total net sales and contract revenues $ 31,167 $ 65,576 $ (34,409) Total cost of sales and contracts 17,164 44,147 (26,983) Gross profit 14,003 21,429 (7,426) Expenses: Selling, general and administrative 7,771 9,087 (1,316) Research and development 5,298 6,364 (1,066) Total expenses 13,069 15,451 (2,382) Operating income 934 5,978 (5,044) Interest and other expense, net (30) (31) 1 Income before provision for income taxes 904 5,947 (5,043) Provision for income taxes 27 1,992 (1,965) Net income $ 877 $ 3,955 $ (3,078) Income per share - Basic $ 0.12 $ 0.50 $ (0.38) Income per share - Diluted $ 0.12 $ 0.50 $ (0.38)

Revenue by Product Line – YTD FY’15 vs. YTD FY’14 (000’s) 5 ©2015 American Science and Engineering, Inc. March 31, 2015 March 31, 2014 Increase/ (Decrease) Cargo $ 27,684 $ 62,781 $ (35,097) Mobile Cargo 33,801 38,975 (5,174) Parcel & Personnel 6,840 10,994 (4,154) Other 7,657 8,501 (844) Service 50,768 68,998 (18,230) Sales $ 126,750 $ 190,249 $ (63,499) YTD FY’15 YTD FY’14 Twelve Months Ended Cargo 33% Mobile Cargo 21% Parcel & Personnel 6% Other 4% Service 36% Cargo 22% Mobile Cargo 27% Parcel & Personnel 5% Other 6% Service 40%

Consolidated Statement of Operations – FY’15 vs FY’14 (000’s) 6 ©2015 American Science and Engineering, Inc. March 31, 2015 March 31, 2014 Increase/ (Decrease) Total net sales and contract revenues $ 126,750 $ 190,249 $ (63,499) Total cost of sales and contracts 69,488 113,599 (44,111) Gross profit 57,262 76,650 (19,388) Expenses: Selling, general and administrative 32,707 31,805 902 Research and development 23,390 22,089 1,301 Total expenses 56,097 53,894 2,203 Operating income 1,165 22,756 (21,591) Interest and other expense, net (118) (23) (95) Income before provision for income taxes 1,047 22,733 (21,686) Provision for income taxes 68 7,616 (7,548) Net income $ 979 $ 15,117 $ (14,138) Income per share - Basic $ 0.13 $ 1.92 $ (1.79) Income per share - Diluted $ 0.13 $ 1.91 $ (1.78)

Cash and Investments Balance at March 31, 2015 (000’s) 7 ©2015 American Science and Engineering, Inc. March 31, 2014 March 31, 2015 Cash and Cash Equivalents $62,143 $68,835 Short-Term Investments $88,649 $24,533 Restricted Cash and Investments - Current $14,603 $6,193 Restricted Cash and Investments - Long-term $313 $208 $8.3 M increase in inventory $15.6 M in common stock dividends $36.5 M repurchase of common stock Decrease of $65.9 M due primarily to: } $0 $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 $180,000

Backlog (000’s) 8 ©2015 American Science and Engineering, Inc. $- $50,000 $100,000 $150,000 $200,000 $250,000 2011 2012 2013 2014 2015 Backlog $215,228 $192,571 $186,201 $176,113 $138,306

Q4’15: Strategic Initiatives Update 9 ©2015 American Science and Engineering, Inc.

Geographic Expansion 10 ©2015 American Science and Engineering, Inc. We continue to strengthen our position in under-served markets and geographic areas. Strengthening direct and indirect global channel in key growth markets. “Localizing” the technology to state and local agencies. ZBV® and MINI Z® systems serving as initial entry products to new markets and new customers. In the U.S. public safety market, the MINI Z system has been involved in currency seizures of almost $1 million as well as a number of narcotic seizures. ZBV® cargo and vehicle screening system uncovered hidden contraband in an attempt by smugglers to avoid paying duties in Africa.

Portfolio Expansion 11 ©2015 American Science and Engineering, Inc. Since its introduction, we have received bookings for MINI Z systems in 13 countries. Bookings in U.S., APAC, ME, CALA, and EU Received largest single order to-date for 200 systems for China market Lower price entry point for Z Backscatter® technology Launched ZBV with Tx-View™ in Q1 FY’16 Provides enhanced detection of weapons and metallic components of VBIEDs to complement ZBV system’s proven Z Backscatter imaging

Services Evolution We have strengthened our service business development focus and have introduced value-added offerings: Managed Services Multi-Vendor Service Leasing and Rental Options 12 ©2015 American Science and Engineering, Inc.

Enhancing Shareholder Value On December 1, 2014, the Company approved an expansion of the stock repurchase authorization from $35.0 million to $50.0 million. In Q4 the Company repurchased 359,628 shares of common stock for $17.7 million at an average cost of $49.15 per share. The Company declared a quarterly dividend of $.50 per share, payable on June 3, 2015. 13 ©2015 American Science and Engineering, Inc. We have returned $270.5 million of capital to our shareholders since starting the dividend and repurchase program in Q1’08. 2015 $0 $50 $100 $150 $200 $250 $300 2008 2009 2010 2011 2012 2013 2014 Millions Dividend Total Repurchase Value

Q & A An audio replay and a copy of the presentation slides will be available on the AS&E web site at ir.as-e.com. Learn more about AS&E products and technologies at www.as-e.com and follow us on Twitter @ase_detects 14 ©2015 American Science and Engineering, Inc.