UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25 ----------------------------
SEC FILE NUMBER 1-6549
NOTIFICATION OF LATE FILING -----------------------------
CUSIP NUMBER 029429107
(CHECK ONE): /X/Form 10-K / /Form 20-F / / Form 11-K / /Form 10-Q / /Form N-SAR
For Period Ended: March 31, 2005
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
American Science and Engineering, Inc.
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Full Name of Registrant
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Former Name if Applicable
829 Middlesex Turnpike
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Address of Principal Executive Office (STREET AND NUMBER)
Billerica, Massachusetts 01821
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
/X/ (a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense
/X/ (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date; and
/ / (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof, could not be filed
within the prescribed time period.
In the course of the Company's independent registered accounting firm's audit
of the Company's draft financial statements, an error in the classification
of a gain on the sale of long-lived assets was identified. This error will be
corrected by the Company in connection with the Company's Form 10-K filing.
The Company evaluated the effectiveness of its internal control over
financial reporting in light of this adjustment, and is finalizing its
disclosures thereon. Due to the additional time required by the Company to
finalize management's report on internal control over financial reporting,
the Company cannot file its Form 10-K for the year ended March 31, 2005
within the prescribed period without unreasonable effort or expense. We
believe that these matters will be completed as soon as reasonably
practicable and within fifteen calendar days of the date of this filing.
The Company anticipates that its Form 10-K for the year ended March 31, 2005,
when filed, will contain substantially the following disclosure in response
to Item 9A - Controls and Procedures:
A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be
prevented or detected. As of March 31, 2005, the Company did not maintain
effective controls over the review and monitoring of the accounting
presentation of the sale of long-lived assets. Specifically, the Company
incorrectly classified the gain on sale of long-lived assets as other income
and should have classified such gain as a component of income from
operations. This control deficiency resulted in an audit adjustment to the
Company's fourth quarter consolidated financial statements. Additionally,
this control deficiency could result in the misstatement of the
aforementioned accounts that would result in a material misstatement to the
annual or interim financial statements that would not be prevented or
detected. Accordingly, management determined that this control deficiency
constitutes a material weakness.
As a result of the material weakness identified, the Company's management
believes that it will conclude in Management's Report on Internal Control
over Financial Reporting in its Form 10-K that the Company's internal control
over financial reporting was not effective as of March 31, 2005. Also, as a
result of the material weakness, the Company's management believes that the
report of its independent registered public accounting firm will contain an
adverse opinion with respect to the effectiveness of the Company's internal
control over financial reporting as of March 31, 2005.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth J. Galaznik (978) 262-8610
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s).
/X/ Yes / / No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof?
/X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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The Company's Annual Report on Form 10-K for the fiscal year ended March 31,
2004 reported revenues of revenues of $76,342,000 and net income of
$1,911,000 ($0.26 per share on a diluted basis). The Company's Quarterly
Report on Form 10-Q for the nine months ended December 31, 2004 reported
revenues of $61,346,000 and net income of $1,882,000 ($0.22 per share on a
diluted basis). The Company expects to report revenues of $88,314,000 and net
income of $11,185,000 ($1.31 per share on a diluted basis) for the fiscal
year ended March 31, 2005. Included in net income for the fiscal year ended
March 31, 2005 is a gain on sale of assets of $5,442,000.
American Science and Engineering, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date June 15, 2005 By /s/ Kenneth J. Galaznik
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Kenneth J. Galaznik
Chief Financial Officer and Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
____________________________________ATTENTION__________________________________
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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