American Science and Engineering, Inc. Reports Results for First Quarter Fiscal Year 2017
August 08 2016 - 4:05PM
American Science and Engineering, Inc. (NASDAQ:ASEI)
(“AS&E” or “the Company”), a leading worldwide supplier of
innovative X-ray inspection solutions, today reported its financial
results for the first quarter of fiscal year 2017 ended June 30,
2016.
The Company reported revenues of $28.2 million as compared with
revenues of $31.4 million for the first quarter of fiscal year
2016, net income of $0.1 million as compared with a net loss of
$0.5 million for the first quarter of fiscal year 2016, and
earnings per share of $0.01, inclusive of the $2.8 million charge
equal to $0.27 earnings per share related to the merger agreement
with OSI Systems, Inc., as compared with a loss per share of $0.07
for the first quarter of fiscal year 2016.
Update on Pending Acquisition by OSI
Systems
- As previously announced on June 21, 2016, AS&E has entered
into a definitive agreement to be acquired by OSI Systems, Inc.
(NASDAQ:OSIS) for $37.00 per share of AS&E common stock in an
all-cash transaction, for a total transaction value of
approximately $269 million.
- A special meeting of shareholders is scheduled to be held on
August 31, 2016 to vote on the adoption of the Merger Agreement and
certain related matters. The Definitive Proxy Statement was filed
with the SEC on July 15, 2016 and, on or about July 15, 2016,
mailed to shareholders of record as of July 14, 2016.
- In accordance with its agreement with OSI Systems, AS&E has
suspended the payment of its quarterly dividend.
- The transaction is expected to be completed by the end of
2016.
Given the pending acquisition, AS&E has discontinued its
practice of conducting an earnings conference call to discuss its
financial
results. About
AS&EAmerican 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.
Safe Harbor Statement: This press release
contains statements concerning the proposed transaction between
AS&E and OSI Systems, the ability to consummate the
transaction, the expected benefits of the transaction, and benefits
and synergies of the transaction that may constitute
forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995 (the “Reform Act”).
Forward-looking statements within the meaning of the Reform Act are
generally identified through the inclusion of terms such as
"believes," "anticipates," "plans," "expects," “intends,” “may,”
“should,” “estimates,” or other similar expressions. Actual
results might differ materially from those projected in any
forward-looking statements. Factors which might cause actual
results or events to differ materially from those projected in the
forward-looking statements contained herein include the following:
uncertainties regarding the timing of the closing of the
transaction; uncertainties as to how many of the Company’s
shareholders will vote in favor of the transaction; the possibility
that various closing conditions to the merger may not be satisfied
or waived, including that a governmental entity may prohibit,
delay, or refuse to grant approval for the consummation of the
transaction; that there is a material adverse change to AS&E;
the interference with business resulting from distraction of the
Company’s employees; the integration of the Company’s business into
OSI Systems is not as successful as expected; the failure to
realize anticipated synergies and cost savings; other business
effects, including reductions, delays, or cancellations of orders;
disruption in the supply of any source component incorporated into
Company’s products; the Company’s ability to protect and enforce
its intellectual property; potential product liability claims
against the Company; global political and economic trends and
events which affect public perception of the threat presented by
drugs, explosives, and other contraband and influence the spending
of governments and private organizations; future reductions in
federal funding; 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 implement changes in technology and
customer requirements; competitive pressures; the impact of lengthy
sales cycles and customer delays both in United States government
procurement and procurement abroad on the Company’s cash flows;
changes in U.S. or foreign regulations that affect the use or
export of the Company’s products; general economic conditions, and
other factors discussed in the "Risk Factors" section of the
Company’s periodic reports and registration statements filed with
the Securities and Exchange Commission, including the Company’s
most recent annual report on Form 10-K. These forward-looking
statements speak only as of the date of this press release, and the
Company expressly disclaims any obligation to update or alter its
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
AMERICAN SCIENCE AND ENGINEERING, INC. |
|
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS |
|
(in thousands, except per share amounts) |
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
June 30, 2016 |
|
June 30, 2015 |
|
|
|
|
|
|
|
|
Total net sales
and contract revenues |
$ |
28,217 |
|
|
$ |
31,444 |
|
|
|
|
|
|
|
|
|
Total cost of
sales and contracts |
|
14,992 |
|
|
|
17,018 |
|
|
|
Gross
profit |
|
13,225 |
|
|
|
14,426 |
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
Selling, general and
administrative expenses |
|
8,053 |
|
|
|
8,270 |
|
|
|
Research and
developments costs |
|
5,095 |
|
|
|
6,889 |
|
|
|
Total operating
expenses |
|
13,148 |
|
|
|
15,159 |
|
|
|
|
|
|
|
|
|
Operating
income (loss) |
|
77 |
|
|
|
(733 |
) |
|
|
Interest and other
income (expense), net |
|
2 |
|
|
|
(59 |
) |
|
|
|
|
|
|
|
|
Income (loss) before
provision for (benefit from) income taxes |
|
79 |
|
|
|
(792 |
) |
|
|
Provision for
(benefit from) income taxes |
|
25 |
|
|
|
(277 |
) |
|
|
|
|
|
|
|
|
Net income
(loss) |
$ |
54 |
|
|
$ |
(515 |
) |
|
|
|
|
|
|
|
|
Income (loss) per share
- Basic |
$ |
0.01 |
|
|
$ |
(0.07 |
) |
|
|
Income (loss) per share
- Diluted |
$ |
0.01 |
|
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
|
Weighted average shares
- Basic |
|
7,135 |
|
|
|
7,161 |
|
|
|
Weighted average shares
- Diluted |
|
7,136 |
|
|
|
7,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 SHEET |
|
(in thousands) |
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2016 |
|
March 31, 2016 |
|
Assets: |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash
equivalents |
|
$ |
74,104 |
|
|
$ |
81,571 |
|
|
Restricted
cash |
|
|
7,989 |
|
|
|
6,809 |
|
|
Accounts
receivable, net |
|
|
21,837 |
|
|
|
19,086 |
|
|
Unbilled costs
and fees |
|
|
2,107 |
|
|
|
2,250 |
|
|
Inventories ,
net |
|
|
39,465 |
|
|
|
38,440 |
|
|
Other current
assets |
|
|
7,026 |
|
|
|
7,755 |
|
|
Total
current assets |
|
|
152,528 |
|
|
|
155,911 |
|
|
|
|
|
|
|
|
Equipment and
leasehold improvements, net |
|
|
6,087 |
|
|
|
6,477 |
|
|
Restricted
cash |
|
|
437 |
|
|
|
437 |
|
|
Other
non-current assets |
|
|
9,485 |
|
|
|
8,404 |
|
|
Total
assets |
|
$ |
168,537 |
|
|
$ |
171,229 |
|
|
|
|
|
|
|
|
Liabilities and
Stockholders' Equity: |
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
Accounts
payable |
|
$ |
5,550 |
|
|
$ |
5,327 |
|
|
Customer
deposits |
|
|
13,926 |
|
|
|
12,787 |
|
|
Deferred
revenue |
|
|
7,733 |
|
|
|
8,700 |
|
|
Other current
liabilities |
|
|
8,504 |
|
|
|
7,942 |
|
|
Total
current liabilities |
|
|
35,713 |
|
|
|
34,756 |
|
|
|
|
|
|
|
|
Non-current
liabilities: |
|
|
|
|
|
Other
non-current liabilities |
|
|
4,913 |
|
|
|
5,350 |
|
|
Total
liabilities |
|
|
40,626 |
|
|
|
40,106 |
|
|
|
|
|
|
|
|
Stockholders'
equity |
|
|
127,911 |
|
|
|
131,123 |
|
|
Total liabilities & stockholders' equity |
|
$ |
168,537 |
|
|
$ |
171,229 |
|
|
|
|
|
|
|
|
AMERICAN SCIENCE AND ENGINEERING, INC. |
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS |
|
(in thousands) |
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
|
June 30, 2016 |
|
June 30, 2015 |
|
Cash flows from
operating activities: |
|
|
|
|
|
Net income (loss) |
|
$ |
54 |
|
|
$ |
(515 |
) |
|
Adjustments to
reconcile net income (loss) to net cash used for operating
activities: |
|
|
|
|
|
Depreciation and
amortization |
|
|
653 |
|
|
|
1,006 |
|
|
Provisions
for contracts, inventory and accounts receivable reserves |
|
101 |
|
|
|
35 |
|
|
Amortization of bond
premium |
|
|
- |
|
|
|
34 |
|
|
Stock compensation
expense |
|
|
588 |
|
|
|
334 |
|
|
Deferred income
taxes |
|
|
(1,093 |
) |
|
|
- |
|
|
Other |
|
|
6 |
|
|
|
- |
|
|
|
|
|
|
|
|
Changes in assets and
liabilities: |
|
|
|
|
|
Accounts
receivable |
|
|
(2,778 |
) |
|
|
(3,114 |
) |
|
Unbilled costs and
fees |
|
|
143 |
|
|
|
(2,475 |
) |
|
Inventories |
|
|
(1,099 |
) |
|
|
3,706 |
|
|
Prepaid expenses and other
assets |
|
|
741 |
|
|
|
1,101 |
|
|
Accounts payable |
|
|
223 |
|
|
|
(3,141 |
) |
|
Customer deposits |
|
|
1,139 |
|
|
|
(2,474 |
) |
|
Deferred revenue |
|
|
(1,672 |
) |
|
|
309 |
|
|
Accrued expenses and
other liabilities |
|
|
830 |
|
|
|
(645 |
) |
|
Net cash used for
operating activities |
|
|
(2,164 |
) |
|
|
(5,839 |
) |
|
|
|
|
|
|
|
Cash flows from
investing activities: |
|
|
|
|
|
Proceeds from sales and
maturities of short term investments |
|
|
- |
|
|
|
3,380 |
|
|
Purchases of property
and equipment, net |
|
|
(269 |
) |
|
|
(258 |
) |
|
Net cash (used for)
provided by investing activities |
|
|
(269 |
) |
|
|
3,122 |
|
|
|
|
|
|
|
|
Cash flows from
financing activities: |
|
|
|
|
|
(Increase) decrease in
restricted cash |
|
|
(1,180 |
) |
|
|
855 |
|
|
Repurchase of shares of
common stock |
|
|
(154 |
) |
|
|
(2,263 |
) |
|
Reduction of income
taxes paid due to the tax impact of employee stock options |
|
|
(103 |
) |
|
|
- |
|
|
Payment of common stock
dividend |
|
|
(3,597 |
) |
|
|
(3,611 |
) |
|
Net cash used for
financing activities |
|
|
(5,034 |
) |
|
|
(5,019 |
) |
|
Net decrease in cash
and cash equivalents |
|
|
(7,467 |
) |
|
|
(7,736 |
) |
|
Cash and cash
equivalents at beginning of period |
|
|
81,571 |
|
|
|
68,835 |
|
|
Cash and cash
equivalents at end of period |
|
$ |
74,104 |
|
|
$ |
61,099 |
|
|
|
|
|
|
|
|
For Additional Information, Contact:
Laura Berman
American Science and Engineering, Inc.
lberman@as-e.com
978-262-8713
Investor Relations
Michael Freitag, Joseph Berg, or Adam Pollack
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
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