Current Report Filing (8-k)
August 06 2015 - 4:10PM
Edgar (US Regulatory)
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) August 6, 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
(Registrants 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 August 6, 2015, American Science and Engineering, Inc. (the Company) issued a press release announcing financial results for the first quarter of fiscal year 2016 ended June 30, 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
Exhibit Number |
|
Description |
|
|
|
99.1 |
|
Press Release of American Science and Engineering, Inc. dated August 6, 2015 announcing financial results for first quarter of fiscal year 2016. |
|
|
|
99.2 |
|
Earnings Call Presentation of American Science and Engineering, Inc. dated August 6, 2015 announcing financial results for first quarter of fiscal year 2016. |
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: August 6, 2015 |
AMERICAN SCIENCE AND ENGINEERING, INC. |
|
|
|
By: |
/s/ Kenneth J. Galaznik |
|
|
Kenneth J. Galaznik |
|
|
Senior Vice President, CFO and Treasurer |
3
EXHIBIT INDEX
Exhibit Number |
|
Description |
|
|
|
99.1 |
|
Press Release of American Science and Engineering, Inc. dated August 6, 2015, announcing financial results for first quarter of fiscal year 2016. |
|
|
|
99.2 |
|
Earnings Call Presentation of American Science and Engineering, Inc. dated August 6, 2015, announcing financial results for first quarter of fiscal year 2016. |
4
EXHIBIT 99.1
American Science and Engineering, Inc. Reports Results for
First Quarter Fiscal Year 2016
· Revenues for first quarter reported at $31.4 million
· Bookings for first quarter reported at $45.9 million, highest level in last five quarters; Book to Bill ratio of 1.46
· Net loss of $0.5M for first quarter includes one-time charge of $1.7M equal to $0.15 EPS related to corporate realignment
· The Company expects to reduce annual operating expenses by $6.0 million through previously announced workforce and other targeted cost reductions
· The Company declares a quarterly dividend of $0.50 per share
BILLERICA, Mass. August 6, 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 first quarter of fiscal year 2016 ended June 30, 2015. The Company reported revenues of $31.4 million as compared with revenues of $35.5 million for the first quarter of fiscal year 2015, a net loss of $0.5 million as compared with net income of $1.5 million for the first quarter of fiscal year 2015, and loss per share of $0.07, inclusive of the $1.7 million one-time charge equal to $0.15 earnings per share related to the corporate realignment, as compared with earnings per share of $0.18 for the first quarter of fiscal year 2015.
The Company reported $45.9 million in bookings for the first quarter of fiscal year 2016 as compared with $22.3 million in bookings for the first quarter of the prior fiscal year. Backlog at June 30, 2015 was $152.8 million.
The Company is declaring a quarterly cash dividend of $0.50 per share, payable on September 2, 2015 to the holders of record at the close of business on August 20, 2015.
In the first quarter, the Company reported the formation of two focused business units, Detection Products and Detection Services. This realignment is expected to improve AS&Es operational efficiencies, expedite new product development, heighten focus on strategic Detection Services growth initiatives, and create a leaner corporate structure to better address current market conditions. As a result of the realignment, the Company expects to realize annual cost savings of approximately $6.0 million beginning in the second quarter of fiscal year 2016.
We are pleased that bookings rebounded to their highest level in the last five quarters, supported by orders for our top-selling ZBV® mobile inspection system from the U.S. government and Asia Pacific region and continued strong bookings for our Detection Services division, said Chuck Dougherty, AS&Es President and Chief Executive Officer. We are seeing positive results from our expanded product portfolio, with first-time orders for the MINI Z® portable screening system from four U.S. government agencies as well as public safety and security customers in the European Union, Middle East, and Asia Pacific regions. In similar fashion, we expect that the introduction of the Tx-View for ZBV option which complements our proven Z Backscatter® imaging with enhanced detection of weapons and metallic components of vehicle-borne improvised explosive devices (VBIEDs) will expand our served market for the ZBV system.
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, August 6, 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 85703112. 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 Companys website at http://ir.as-e.com/events.cfm.
An audio replay of the teleconference will be available, in its entirety, starting Thursday, August 6, 2015 at 7:30 p.m. ET for a one-week period by dialing 855.859.2056. Internationally, please dial +1.404.537.3406. The conference identification number is 85703112. The replay and presentation will also be available through the Companys 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. 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&Es 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 Companys systems by the United States and other governments; disruption in the supply of any source component incorporated into AS&Es products; litigation seeking to restrict the use of intellectual property used by the Company; limitations under certain laws on the Companys 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 Companys 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 Companys 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 companys stock prevailing from time to time, the nature of other investment opportunities presented to the company from time to time, the companys 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&Es 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 Companys 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 Companys 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, 2015 |
|
June 30, 2014 |
|
Total net sales and contract revenues |
|
$ |
31,444 |
|
$ |
35,537 |
|
|
|
|
|
|
|
Total cost of sales and contracts |
|
17,018 |
|
19,068 |
|
Gross profit |
|
14,426 |
|
16,469 |
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
Selling, general and administrative expenses |
|
8,270 |
|
8,191 |
|
Research and development costs |
|
6,889 |
|
6,006 |
|
Total operating expenses |
|
15,159 |
|
14,197 |
|
|
|
|
|
|
|
Operating income (loss) |
|
(733 |
) |
2,272 |
|
Interest and other, net |
|
(59 |
) |
(85 |
) |
Income (loss) before provision for (benefit from) income taxes |
|
(792 |
) |
2,187 |
|
Provision for (benefit from) income taxes |
|
(277 |
) |
733 |
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(515 |
) |
$ |
1,454 |
|
|
|
|
|
|
|
Income (loss) per share - Basic |
|
$ |
(0.07 |
) |
$ |
0.18 |
|
Income (loss) per share - Diluted |
|
$ |
(0.07 |
) |
$ |
0.18 |
|
|
|
|
|
|
|
Weighted average shares - Basic |
|
7,161 |
|
7,891 |
|
Weighted average shares - Diluted |
|
7,161 |
|
7,913 |
|
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, 2015 |
|
March 31, 2015 |
|
Assets |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
61,099 |
|
$ |
68,835 |
|
Restricted cash |
|
5,521 |
|
6,193 |
|
Short-term investments, at fair value |
|
21,120 |
|
24,533 |
|
Accounts receivable, net |
|
25,208 |
|
22,124 |
|
Unbilled costs and fees |
|
4,323 |
|
1,848 |
|
Inventories, net |
|
37,272 |
|
40,983 |
|
Other current assets |
|
12,207 |
|
13,187 |
|
Total current assets |
|
166,750 |
|
177,703 |
|
|
|
|
|
|
|
Non-current assets: |
|
|
|
|
|
Equipment and leasehold improvements, net |
|
7,963 |
|
8,711 |
|
Restricted cash |
|
25 |
|
208 |
|
Other assets |
|
6,365 |
|
6,486 |
|
Total assets |
|
$ |
181,103 |
|
$ |
193,108 |
|
|
|
|
|
|
|
Liabilities & Stockholders Equity |
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Accounts payable |
|
$ |
4,059 |
|
$ |
7,200 |
|
Customer deposits |
|
11,482 |
|
13,956 |
|
Deferred revenue |
|
6,430 |
|
7,355 |
|
Other current liabilities |
|
11,962 |
|
12,664 |
|
Total current liabilities |
|
33,933 |
|
41,175 |
|
|
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
|
Other non-current liabilities |
|
2,817 |
|
1,526 |
|
Total liabilities |
|
36,750 |
|
42,701 |
|
|
|
|
|
|
|
Stockholders equity |
|
144,353 |
|
150,407 |
|
Total liabilities and stockholders equity |
|
$ |
181,103 |
|
$ |
193,108 |
|
AMERICAN SCIENCE AND ENGINEERING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
For the Three Months Ended |
|
|
|
June 30, 2015 |
|
June 30, 2014 |
|
Cash flows from operating activities: |
|
|
|
|
|
Net income (loss) |
|
$ |
(515 |
) |
$ |
1,454 |
|
Adjustments to reconcile net income (loss) to net cash used for operating activities: |
|
|
|
|
|
Depreciation and amortization |
|
1,006 |
|
1,312 |
|
Provision for contracts, inventory, and accounts receivable reserves |
|
35 |
|
(420 |
) |
Amortization of bond premium |
|
34 |
|
289 |
|
Stock compensation expense |
|
334 |
|
779 |
|
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
Accounts receivable |
|
(3,114 |
) |
4,068 |
|
Unbilled costs and fees |
|
(2,475 |
) |
(678 |
) |
Inventories |
|
3,706 |
|
(4,297 |
) |
Prepaid expenses and other assets |
|
1,101 |
|
(4,474 |
) |
Accounts payable |
|
(3,141 |
) |
(3,124 |
) |
Accrued income taxes |
|
|
|
(2,072 |
) |
Customer deposits |
|
(2,474 |
) |
4,396 |
|
Deferred revenue |
|
309 |
|
115 |
|
Accrued expenses and other liabilities |
|
(645 |
) |
(5,591 |
) |
Net cash used for operating activities |
|
(5,839 |
) |
(8,243 |
) |
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
Purchases of short-term investments |
|
|
|
(21,133 |
) |
Proceeds from sales and maturities of short-term investments |
|
3,380 |
|
22,000 |
|
Purchases of property and equipment, net |
|
(258 |
) |
(396 |
) |
Net cash provided by investing activities |
|
3,122 |
|
471 |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
Decrease in restricted cash |
|
855 |
|
|
|
Proceeds from exercise of stock options |
|
|
|
116 |
|
Repurchase of shares of common stock |
|
(2,263 |
) |
|
|
Repayment of leasehold financing liability |
|
|
|
(376 |
) |
Payment of common stock dividend |
|
(3,611 |
) |
(3,991 |
) |
Net cash used for financing activities |
|
(5,019 |
) |
(4,251 |
) |
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(7,736 |
) |
(12,023 |
) |
Cash and cash equivalents at beginning of period |
|
68,835 |
|
62,143 |
|
Cash and cash equivalents at end of period |
|
$ |
61,099 |
|
$ |
50,120 |
|
EXHIBIT 99.2
|
August 6, 2015 American Science and Engineering, Inc. Q1 Fiscal Year 2016 Earnings Call Presentation |
|
Safe Harbor Statement 2 ©2015 American Science and Engineering, Inc. Safe Harbor Statement: The foregoing press release contains statements concerning AS&Es 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 Companys 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 Companys 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 Companys 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 Companys 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&Es 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 Companys 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 Companys business that is dependent on United States government contracting as well as international customers. |
|
Sales by Product Line Q116 vs. Q115 (000s) 3 Q1'16 Q1'15 Variance Cargo Systems $ 8,909 $ 9,146 $ (237) Mobile Cargo Systems 7,108 11,563 (4,455) Parcel and Personnel Systems 2,506 765 1,741 Service 12,303 12,286 17 Other 618 1,777 (1,159) Total Sales $ 31,444 $ 35,537 $ (4,093) ©2015 American Science and Engineering, Inc. Q115 Q116 Cargo Systems 26% Mobile Cargo Systems 32% Parcel and Personnel Systems 2% Service 35% Other 5% Cargo Systems 28% Mobile Cargo Systems 23% Parcel and Personnel Systems 8% Service 39% Other 2% |
|
Consolidated Statement of Operations Q116 vs. Q115 (000s) 4 ©2015 American Science and Engineering, Inc. Q1 '16 Q1 '15 Increase/ (Decrease) Total net revenues and contract revenues $ 31,444 $ 35,537 $ (4,093) Total cost of sales and contracts 17,018 19,068 (2,050) Gross Profit 14,426 16,469 (2,043) Expenses: Selling, general and administrative expenses 8,270 8,191 79 Research and development 6,889 6,006 883 Total operating expenses 15,159 14,197 962 Operating Income (loss) (733) 2,272 (3,005) Interest and other expense, net (59) (85) 26 Income (loss) before provision for (benefit from) income taxes (792) 2,187 (2,979) Provision for (benefit from)income taxes (277) 733 (1,010) Net Income (loss) $ (515) $ 1,454 $ (1,969) Income (loss) per share - Basic $ (0.07) $ 0.18 $ (0.25) Income (loss) per share Diluted $ (0.07) $ 0.18 $ (0.25) |
|
Cash and Investments Balance at June 30, 2015 (000s) 5 ©2015 American Science and Engineering, Inc. March 31, 2015 June 30, 2015 Cash and Cash Equivalents $68,835 $61,099 Short-Term Investments $24,533 $21,120 Restricted Cash - Current $6,193 $5,521 Restricted Cash - Long-Term $208 $25 $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 $90,000 $100,000 |
|
Backlog (000s) 6 ©2015 American Science and Engineering, Inc. $120,000 $130,000 $140,000 $150,000 $160,000 $170,000 Q1 '15 Q2 '15 Q3 '15 Q4 '15 Q1'16 Backlog $162,920 $158,075 $138,178 $138,306 $152,766 |
|
Strategic Initiatives Update 7 ©2015 American Science and Engineering, Inc. |
|
Geographic Expansion 8 ©2015 American Science and Engineering, Inc. Bookings strengthened by orders for ZBV® cargo and vehicle inspection system from U.S. government and customers in Asia Pacific region. $11.6 million Service renewal order received from customer in Latin America. MINI Z® system orders evenly split between international and domestic customers with bookings for new MINI Z customers in the U.S., the EU, Middle East, and APAC regions. To-date: MINI Z orders received from 21 countries |
|
Recent MINI Z Seizures with Public Safety Agencies June 2015 180 lbs. of marijuana found in fabricated material beams in a truck 1st seizure for this law enforcement agency $1.6 million in currency uncovered and 325 lbs. of marijuana seized to-date 2015 AS&E Company Proprietary 9 July 2015 $257K U.S. currency found inside the liner of a cooler 2nd seizure same agency July 2015 $350K U.S. currency found between air condenser and radiator in a pick-up truck July 2015 2 lbs. cocaine and 1 lb. heroin in a box |
|
Portfolio Expansion 10 ©2015 American Science and Engineering, Inc. Portfolio expansion continues to be one of our highest priorities. Tx-View for ZBV® system: We have conducted multiple customer demonstrations and are building an active opportunity pipeline. Tx-View for ZBV provides enhanced detection of weapons and metallic components of VBIEDs to complement ZBV systems proven Z Backscatter® imaging. Centralized TIP Management for Gemini® product line released. Allows supervisors to manage and measure performance from a central network server. A car is screened using ZBV with Tx-View option TIP Threat in Z Backscatter (left) and Transmission (right) images |
|
Services Evolution We have strengthened our Services business development focus and have introduced value-added offerings: Managed Services Multi-Vendor Service Leasing and Rental Options The strength of our Services offering and resulting outstanding customer satisfaction provide the foundation for the growth of our Services business. 11 ©2015 American Science and Engineering, Inc. Services continues to be a strong contributor to our top and bottom line as we heighten the focus on our strategic Services initiatives and increase Services sales to our global installed base as well as to new customers. |
|
Corporate Realignment 12 ©2015 American Science and Engineering, Inc. Foundation M&A Geographic Expansion Portfolio Expansion Service Evolution ORGANIC INORGANIC FOUNDATION |
|
Are you following us on Twitter @ase_detects? If not, look what youve been missing |
|
VALUES 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 |
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