UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended March 31, 2007
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 1-6549

AMERICAN SCIENCE AND ENGINEERING, INC.
(Exact name of registrant as specified in its charter)

 

(978) 262-8700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes  o  No  x        

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes  o  No  x       

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes  o  No  x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934)

Large accelerated filer   o                           Accelerated filer   x                           Non-accelerated filer   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).      Yes  o         No  x

The aggregate market value of voting stock held by non-affiliates of the registrant, computed using the closing sale price of common stock of $48.52 on September 30, 2006, was $438,129,000.

9,190,821 shares of Registrant’s common stock were outstanding on May 30, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant intends to file a definitive Proxy Statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended March 31, 2007. Portions of such Proxy Statement are incorporated by reference in Part III.

AMERICAN SCIENCE AND ENGINEERING, INC.

FORM 10-K

FOR THE PERIOD ENDED MARCH 31, 2007

TABLE OF CONTENTS

				Page Number
PART I
ITEM 1.		Business		3
ITEM 1A.		Risk Factors		8
ITEM 1B.		Unresolved Staff Comments		13
ITEM 2.		Properties		13
ITEM 3.		Legal Proceedings		14
ITEM 4.		Submission of Matters to a Vote of Security Holders		14
PART II
ITEM 5.		Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		14
ITEM 6.		Selected Financial Data		15
ITEM 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
ITEM 7A.		Quantitative and Qualitative Disclosures about Market Risk		21
ITEM 8.		Financial Statements and Supplementary Data		21
ITEM 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		21
ITEM 9A.		Controls and Procedures		22
ITEM 9B.		Other Information		22
PART III
ITEM 10.		Directors and Executive Officers of the Company		23
ITEM 11.		Executive Compensation		23
ITEM 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		23
ITEM 13.		Certain Relationships and Related Transactions		23
ITEM 14.		Principal Accountant Fees and Services		23
PART IV
ITEM 15.		Exhibits and Financial Statement Schedules		23
SIGNATURES				45
EXHIBIT INDEX				46

 

2

CAUTIONARY STATEMENT

Some of the statements contained in this report and in the documents incorporated by reference are “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations, and releases, about, among other things, our business and prospects. Our future results may differ materially from our past results and from those projected in the forward-looking statements due to various uncertainties and risks including but not limited to those set forth below under ITEM 1A.  RISK FACTORS, one-time events and other important factors disclosed previously and from time to time in our other filings with the SEC. We disclaim any obligation to update any forward-looking statements contained herein after the date of this Annual Report.

PART I

ITEM 1. BUSINESS

American Science and Engineering, Inc., a Massachusetts corporation formed in 1958 (together with its subsidiary, the “Company” or “AS&E”), develops, manufactures, markets, and sells X-ray inspection and other inspection solutions for homeland security and other targeted markets.  AS&E provides maintenance, warranty, research, engineering, and training services related to these solutions.

The Company manufactures a range of sophisticated X-ray inspection products that can be used to inspect parcels, baggage, vehicles, pallets, cargo containers, and people.  The Company sells its products in the U.S. and throughout the world to a variety of customers, including:

·                  Authorities responsible for port and border security

·                  Aviation security agencies

·                  Military organizations; and

·                  High threat commercial and government facilities

AS&E’s products are used by these customers to help combat terrorism, trade fraud, drug trafficking, weapons smuggling, and illegal immigration.  Our products are also used for military force protection and general facility security.

Beginning with the terrorist attacks on September 11, 2001, and continuing with the proliferation of global terrorism, homeland security and force protection concerns have become of paramount importance in the United States and around the world. The Company believes that homeland defense, force protection and military security initiatives will continue to provide new revenue opportunities, with additional growth in the seaports and borders, federal and military facilities, and corporate security markets.

The Company’s objective is to distinguish itself from its competitors by offering innovative products which provide superior threat detection. To achieve this, AS&E incorporates a variety of X-ray imaging and image processing technologies into its products.  A number of the Company’s products use our patented Z Backscatter™ technology.  Z Backscatter is a unique X-ray imaging technique that has distinct advantages for the detection of organic, or low atomic number (Z) materials such as plastic explosives, composite weapons, and illegal drugs even when concealed by complex backgrounds.

Technology

The Company’s X-ray imaging products utilize several technologies including traditional transmission X-ray technology, our proprietary Z Backscatter technology, Shaped Energy technology and Radioactive Threat Detection (RTD).

X-ray imaging devices contain these basic subsystems: X-ray sources, detectors, and software.  The source generates an X-ray beam that is directed at the object to be scanned (baggage, container, etc.).  When the source X-rays encounter the object, they are either absorbed by the object, pass directly through the object, or scatter off of the object.  Dense (high atomic number) materials tend to absorb X-rays.  Materials that are less dense (low atomic number) tend to scatter X-rays.  The detectors record the intensity of the transmitted or scattered X-rays.  Software is then used to interpret the signals from the detectors and to construct and display X-ray images.

Transmission X-ray Technology:  Transmission images are created from X-rays that pass through the object that is being examined.  Medical X-ray images are a type of transmission X-ray.  In transmission imaging, the detector measures the relative intensity of the X-rays that pass directly through the object.  The degree to which X-rays are transmitted through an object is dependant upon the size of the X-ray source and the composition and quantity of the material in the path of the X-ray beam.  Low energy sources are used to scan smaller objects such as parcels and baggage, and high energy sources are used for scanning large items such as trucks and cargo containers.   Transmission X-ray images are useful for seeing “through” the object of interest.  A transmission image, however, represents an aggregate of all objects in the path on the beam and can therefore be difficult to interpret.

3

---

Z Backscatter Technology:   Many of the Company’s X-ray systems utilize AS&E’s patented Z Backscatter technology.  The term “Backscatter” refers to those X-rays that scatter off of the object under examination back toward the X-ray source.  Z Backscatter detectors capture these scattered X-rays which are then used to create highly readable, photo-like images.

Many threats items are organic in nature and have low atomic numbers.  Such items include drugs, explosives, composite weapons, and stowaways.  These items tend to scatter X-rays much more so than inorganic materials like steel and other metals.  As a result, these organic threat items tend to stand out as bright, visible objects when scanned by a Z Backscatter imaging system.

Z Backscatter images complement transmission images and several of the Company’s products employ both technologies.  The combination of backscatter and transmission images gives security officials more information about the contents of the baggage or container by differentiating dense materials, such as metals, from low-Z materials such as explosives.  In addition, the two images enable an inspector to perform a quicker and more thorough examination of the object in question.

Other Technologies:   Two other technologies employed by AS&E are Shaped Energy and Radioactive Threat Detection (RTD).  Shaped Energy technology is a specialized form of high energy transmission X-ray which is used in AS&E’s OmniView product line. Radioactive Threat Detection (RTD) is a technology which is used to find radioactive materials in vehicles.

AS&E also employs several other X-ray imaging and image processing technologies which are described below.

Products and Systems

The Company’s products and services can be grouped into six different areas including CargoSearch™ Inspection Systems, Z Backscatter Systems, ParcelSearch™ Inspection Systems, Personnel Inspection, Contract Research and Development, and Service and Support.

CargoSearch™ Inspection Systems: The CargoSearch family of systems includes non-intrusive inspection products which are primarily used for the screening of trucks, cars, cargo containers, pallets, and air cargo.  These systems are used at locations including border crossings, seaports, military bases, railroad centers, airports, and cargo and transportation hubs. The CargoSearch systems are designed to combat trade fraud, drug trafficking, weapons smuggling, and terrorism. The CargoSearch family includes:

OmniView™ Gantry System:  a multi-view, relocatable high-energy cargo and vehicle inspection system.  This system combines 6 MeV high-energy transmission imaging and three Z Backscatter X-ray views for left, right and top-side imaging of cargo.  OmniView provides side and top-down views of the cargo in a relocatable configuration. OmniView utilizes AS&E’s patented Shaped Energy™ technology to penetrate densely loaded cargo containers. Shaped Energy “shapes” the high energy spectrum to filter out non-essential radiation, making the system safe for operators and staff.  High energy 6.0 MeV transmission X-rays can penetrate 14 inches (35 cm) of steel or 8.5 feet (260 cm) of oil, yet doesn’t require heavy shielding, an exterior building, or standoff zones.   The Z Backscatter images are ideal for the detection of organic or “low Z” materials including explosives, drugs, alcohol, and tobacco that transmission X-rays alone can miss. The System’s multiple Z Backscatter views of the cargo improve detection while facilitating interpretation of the X-ray image.  The OmniView Gantry System’s scanning platform operates by moving on rails past stationary vehicles and cargo.  The system is bi-directional allowing for a throughput of approximately 25 trucks per hour.  OmniView Gantry is ideal for ports, borders, and high-threat military facilities.

Z® Portal™:  a multi-view, drive-through inspection system capable of scanning cars, vans, trucks, and their cargoes for threats and contraband.  The relocatable screening system can be configured with one, two or three Z Backscatter X-ray detectors, allowing for left, right and/or top-side imaging of the vehicle under examination.

PalletSearch™:  a conveyorized X-ray inspection system designed to perform non-intrusive inspection of mixed cargo shipped on large pallets or in air cargo containers.  The system is especially useful for inspecting large, irregularly shaped containers and cargo.

Z Backscatter Systems:  Z Backscatter Systems include imaging systems that use Z Backscatter imaging only.

Z Backscatter Van™ (ZBV): a mobile X-ray screening system built into a commercially available delivery van.  It utilizes AS&E’s patented Z Backscatter X-ray technology to produce photo-like images of the contents of a vehicle or cargo container, highlighting organic materials such as plastic explosives or other anomalies. With one-sided, backscatter-only imaging, security officials can use ZBV for screening vehicles, sea containers, and other cargo for terrorist threats, trade fraud, and contraband, simply by driving past the objects.   The ZBV can be equipped with Radioactive Threat Detection (RTD) capability.  With RTD, the ZBV can produce Z Backscatter images for general screening while simultaneously scanning the object for the presence of radioactive material.

4

---

Ruggedized Detection Imaging Module (RDIM):   a relocatable Z Backscatter imaging system for screening vehicles at a security checkpoint or border crossing.  Security officials can screen vehicles and vehicle-borne cargo containers for terrorist threats and contraband by directing vehicles to drive past the system.  RDIM employs Z Backscatter technology which produces photo-like images of the contents of a vehicle, providing manifest verification information and highlighting organic materials, such as explosives or drugs.

ParcelSearch™ Inspection Systems: ParcelSearch systems are designed for the non-intrusive X-ray scanning of parcels, baggage, and mail. They are primarily located in government facilities, airports, commercial office buildings, high-security federal facilities and convention centers. The ParcelSearch family includes:

Gemini:  Gemini is a parcel and baggage inspection system which combines AS&E’s Z Backscatter technology with Dual-energy transmission X-ray to provide enhanced detection for a wide range of threats.  Dual-energy transmission is best suited for the detection of “traditional” threats such as guns and knives, and for identifying wires and other components of IEDs. It also provides some organic and metallic discrimination in uncluttered environments.  Z Backscatter imaging provides enhanced detection of organic materials such as explosives and narcotics, which may be missed by transmission-only systems in cluttered baggage.  In addition, the complementary photo-like Z Backscatter image makes it easier for security officers to interpret images, thus reducing analysis time and minimizing operator fatigue.

Model 101VAN™: a self-contained conveyor-based parcel inspection system housed in a standard van; designed and built to the rigorous specifications of U.S. Customs and Border Protection.

Models 101Z™, 101ZZ™, and 101XL™: conveyor-based systems allowing rapid inspection of high volumes of luggage and other packages.

Personnel Screening:  Personnel screening is a crucial part of any threat detection effort.  Today, threats can take the smallest of forms and are often easily hidden on a person.  With the advent of suicide bombings, personnel screening has taken on an even more important role.  Personnel screening is also important in the effort to intercept prohibited substances, such as drugs and alcohol.

SmartCheck™:  a personnel screening system for the effective screening for contraband and threats hidden under a person’s clothing.  SmartCheck simultaneously detects both metallic and non-metallic objects, such as guns and knives, plastic explosives, liquid explosives, composite weapons, drugs and other hidden threats and contraband.  Its Z Backscatter image gives the operator an easy-to-read display of where the threat or contraband is hidden, thus eliminating the need for intrusive and time-consuming pat-downs and strip searches.  SmartCheck employs proprietary advanced image processing algorithms to enhance privacy, while maintaining a high level of threat detection.

Contract Research & Development:  AS&E engages in a variety of contract research and development (CRAD) programs, mostly for agencies of the US government.  AS&E pursues CRAD opportunities which it believes provide avenues for advancing our core technologies or developing product offerings for strategic customers or markets.  One such important program is the CAARS (Cargo Advanced Radiography System) program for DHS’ Domestic Nuclear Detection Office (DNDO).  CAARS is a program under which AS&E is developing advanced detection technology for inspecting cargo containers for nuclear materials.

Service and Support:  AS&E’s Field Service Engineers (FSEs) provide support services on most of AS&E’s X-ray inspection systems worldwide. FSEs are located at AS&E offices in Asia, Europe, the Middle East and North America. In addition, Technical Support is provided at the Company’s headquarters in Billerica, Massachusetts. AS&E provides comprehensive, cost-effective spare parts solutions customized for each system.  The Company maintains an inventory of field-replaceable components in order to meet customer needs for spare parts.

AS&E provides comprehensive technical training on all X-ray inspection systems. Our instructors specialize in current threat detection techniques and employ both classroom theory and hands-on training to help clients become expert users of AS&E equipment. Our technical training informs customers about detection technologies and best practices through demonstrations and field activities that simulate real-life threat and contraband encounters.  Technical training is included with each system sale and additional training for image analysis, service and maintenance training, and other customized training courses are provided aftermarket to interested customers.

Intellectual Property

The Company relies on a combination of patent, copyright, trademark, contract and trade secret laws to establish and protect its proprietary rights in its technology. The Company has patents either issued and/or pending in the United States, Germany, Japan, the United Kingdom, China, Austria, France, Ireland, Italy, Switzerland, Australia, Canada, Hong Kong, India, Israel, The

5

---

Republic of Korea, New Zealand, Mexico, Norway, The Russian Federation, Ukraine, Singapore, United Arab Emirates, Malaysia, Thailand and Egypt, and under the Gulf Cooperation Council and the Patent Cooperation Treaty.

In general, the Company pursues a policy of obtaining patent protection both in the United States and in selected foreign countries for subject matter we consider patentable and important to our business strategy. The Company has 54 unexpired patents issued by, and 63 patent applications pending with, the U.S. Patent and Trademark Office, as well as with the respective patent offices of the foreign countries noted above. Over half of our issued patents have been issued in the last five years.

Generally, patents issued in the United States are effective for the longer of 17 years from the date of issue or 20 years from the earliest effective filing date of the corresponding patent application if filed prior to June 8, 1995. The duration of foreign patents varies in accordance with applicable local law. While the duration of our patents varies, we believe that the duration of our patents is adequate relative to the expected lives of our products.

The Company believes that its patents, proprietary technology, know-how, and trademarks provide substantial protection for the Company’s competitive position and the Company intends to aggressively protect its intellectual property assets, by litigation or other means, as appropriate. Nevertheless, there can be no assurances that the steps taken by the Company in this regard will be adequate to prevent misappropriation or infringement of its technology or that the Company’s competitors will not independently develop technologies that are substantially equivalent or superior to the Company’s technology. Effective protection of intellectual property rights may be limited or unavailable in certain foreign countries. See Item 3: Legal Proceedings below.

Sales and Marketing

The Company’s X-ray products are marketed to private and governmental organizations through a sales force that contacts potential customers and responds to public tenders and other expressions of interest. This sales force includes Company personnel based in the United States and abroad, as well as independent representatives under contracts to sell in foreign countries.

Customers

The Company has a customer base consisting of government and commercial clients from both the United States and abroad. Domestically, the Company’s primary client base is comprised of agencies of the U.S. Government. Approximately 70%, 77%, and 75% of the Company’s sales in fiscal 2007, 2006 and 2005, respectively, were derived from either (i) contracting directly with the U.S. Government, or (ii) contracting with contractors working directly with the U.S. Government. Certain of the Company’s contracts with the U.S. Government provide the U.S. Government with the standard unilateral right to terminate these contracts for convenience. To date, the Company has not experienced any material losses as a result of this contractual provision. The Company is heavily dependent upon sales to agencies of the U.S. Government and reductions or delays in procurement of the Company’s systems by these agencies may have a material adverse effect on the Company.

International sales, primarily to foreign governments, accounted for approximately 27%, 14% and 15%, of the Company’s total sales in fiscal 2007, 2006 and 2005, respectively, and continue to be a high priority for the Company as part of its long-term growth strategy. International sales entail longer sales cycles and project financing requirements; however the Company continues to focus on these sales as a means of broadening its customer base and reducing its dependency on sales to the U.S. Government. The Company manages its overseas risk in a number of ways, including actively increasing the number of opportunities it is pursuing at any one time, working with international funding sources to help customers finance and secure funding of these projects, and obtaining downpayments and letters of credit to secure its international receivables. The majority of international contracts are bid in U.S. dollars. For those contracts that are bid in other currencies, the Company considers the need to engage in hedging contracts to control foreign exchange risk. There were no hedging activities in fiscal 2007, 2006 or 2005.

In fiscal 2007, the Company had sales to two major customers, both agencies of the U.S. Government, which accounted for 31% and 15% of total sales.  In fiscal 2006, these same customers accounted for 26% and 30% of total sales. In fiscal 2005, the Company had sales to three major customers, two of which were agencies of the U.S. Government and the third a subcontractor to a U.S. Government agency, which accounted for 17%, 13%, and 13% of total sales.

Competition

The Company has many competitors in the homeland security X-ray detection market, including several large and well-established manufacturers of security equipment with financial and other resources greater than those of the Company. Certain X-ray security system customers select such systems based largely on price. Other customers, including some agencies of the U.S. Government and certain users in countries with high levels of concern over security, tend to select systems based largely on detection capability.  Many of the Company’s systems offer premium performance and have in some cases been priced higher than many competing systems. The Company believes that its patented and proprietary technology give it a strong competitive position in the sale of security systems to customers concerned with performance and detection. The Company also believes that its strategy

6

---

of concentrating on products with unique features, including Z Backscatter and Shaped Energy, and/or competitive pricing will give it a strong position to increase its sales of X-ray systems. However, a number of companies have developed products that compete with the Company’s X-ray inspection products. (See “Forward-Looking Information and Factors Affecting Future Performance”)

ISO 9001 Certification

In August 2006, the Company’s Quality Management System  was recertified under the ISO 9001:2000 Standard of the International Organization for Standardization which it has been registered under since 2003.  ISO 9001 is an internationally recognized quality management and assurance standard.

In qualifying, the Company met or exceeded the standards for establishing a quality management system for preventing non-conformity at every level of the product life cycle, from customer order, through development and production, to installation and support.

The Company believes that demonstrating continuous quality improvement is vital for building customer satisfaction and making business processes more efficient in order to increase its competitive edge.

Component Availability

The Company has not experienced during the last year, and does not currently anticipate, any product delivery delays due to component shortages. The majority of procured components are from U.S. sources. However, the Company is dependent upon certain overseas providers of important components. No rare or exotic materials are utilized. Following the events of September 11, 2001, demand for X-ray system subcomponents increased significantly across the security industry. In response, the Company took steps to mitigate sourcing risks by working closely with its vendors to secure future component availability. In some cases, the Company has chosen to stock certain inventory components to assure future availability. These efforts also included identifying and qualifying second-source providers for a number of critical components of its product lines.

Regulatory Compliance

AS&E complies with applicable federal regulations under Title 21 CFR Subchapter J - Radiological Health.  All AS&E cabinet X-ray products comply with all applicable U.S. Government radiation safety performance standards including 21 CFR 1020.40. All personnel inspection systems of AS&E comply with the voluntary consensus radiation safety standards adopted by the American National Standards Institute ANSI N43.17-2002.

Research and Development

The Company spent approximately $7,184,000 of its own funds for research and development during fiscal 2007, compared to $9,601,000 and $5,727,000 in fiscal 2006 and 2005, respectively. The fiscal 2007 research and development efforts were focused on design modifications and enhancements to existing products, the development of new applications and the development of new products.

In addition, the Company conducted government-sponsored research primarily focused on advances in X-ray systems, image analysis and integrated system development for niche security inspection problems. The Company recognized revenues of $6,597,000, $2,804,000, and $2,534,000 in fiscal 2007, 2006, and 2005, respectively for these efforts. A significant amount of the Company’s government sponsored research and development contracts provide for a fixed fee or a reimbursement of allowable costs plus a fixed fee. The Company’s contracts in these areas are obtained by submitting research and development proposals to various organizations, sometimes in response to requests for such proposals.

Personnel

As of March 31, 2007 the Company had 299 employees as compared to 288 employees at March 31, 2006.   It is the Company’s policy to have employees sign nondisclosure agreements as a condition of employment. None of the Company’s employees are represented by labor unions.

Sales Backlog

The Company’s firm (under signed contracts) sales backlog was $105,634,000, $68,840,000, and $72,098,000 at March 31, 2007, March 31, 2006, and March 31, 2005, respectively.

7

---

Certain of the Company’s contracts with the U.S. Government contain clauses permitting the government to terminate the contract for convenience upon certain terms and conditions, including partial payment to the Company for work performed. Total contracts with U.S Government agencies and subcontractors in the backlog were $58,833,000, $30,058,000, and $48,127,000, at March 31, 2007, 2006 and 2005, respectively. It is estimated that approximately 86% of the 2007 backlog will be filled within the fiscal year ending March 31, 2008.

Financial Information about Foreign and Domestic Operations and Export Sales

Most export sales are transacted in U.S. dollars, and many are either secured by irrevocable letters of credit or paid in advance. The following table shows the breakdown of net sales and contract revenues to international and domestic customers and the major regions of international activity based upon customer’s country of domicile. All assets are maintained within the United States with the exception of small amounts of spares inventory and cash accounts maintained at foreign locations (approximately 1% of the Company’s assets).

Net Sales and Contract Revenues

 

Available Information

The Company’s principal executive offices are located at 829 Middlesex Turnpike, Billerica, MA 01821; telephone number 978-262-8700; corporate website www.as-e.com. We make available, free of charge through our website, our annual Form 10-K, current reports on Form 10-Q and Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 as soon as practicable. In addition, our reports, proxy and information statements and other information filed with the SEC are available at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549 (1-800-SEC-0330), and are also available from the SEC’s website at www.sec.gov.

ITEM 1A.  RISK FACTORS

The Company’s reliance on a small number of customers for a large portion of its revenues could harm its business and prospects.

The Company’s business is heavily dependent on sales to a small number of customers, which include agencies of the United States government. During fiscal 2007, two customers accounted for 46% of the Company’s total revenues. During fiscal 2006, two customers accounted for 56% of the Company’s total revenues and during fiscal 2005, three customers accounted for 43% of the Company’s total revenues. Certain of the Company’s government contracts may be terminated at the government’s discretion. The termination of the Company’s relationship with one or more of its significant customers or the reduction or delay of orders of its systems by these customers would substantially reduce the Company’s revenues, and its business and prospects may be harmed.

The Company conducts its business worldwide, which exposes it to a number of difficulties in coordinating its international activities and dealing with multiple regulatory environments.

The Company’s revenues to international customers, including foreign governments, accounted for approximately 27%, 14% and 15% of its net revenues for the fiscal years ended March 31, 2007, March 31, 2006 and March 31, 2005, respectively, and a significant number of domestic customer orders require shipments to, and services provided in, overseas locations. In addition, the Company transacts business internationally with a number of its key suppliers. As a result of the Company’s worldwide business operations, it is subject to various risks, including:

8

---

·    international regulatory requirements and policy changes;

·    lengthy sales cycles;

·    longer payment cycles by foreign customers;

·    difficulties in inventory management, accounts receivable collection and the management of distributors or representatives;

·    difficulties in staffing and managing foreign operations;

·    geopolitical instability;

·    political and economic changes and disruptions;

·    favoritism towards local suppliers;

·    governmental currency controls;

·    interruption to transportation flow for delivery of parts to us and finished goods to our customers;

·    currency exchange rate fluctuations; and

·    tariff regulations.

Although the Company’s international sales have been denominated primarily in U.S. dollars, changes in currency exchange rates that increase the relative value of the U.S. dollar may make it more difficult for the Company to compete with foreign manufacturers on price or otherwise have a material adverse effect on its sales and operating results.

The Company’s lengthy sales cycle requires it to incur significant expenses with no assurance that it will generate revenue or recover such expenses.

A substantial portion of the Company’s sales depends upon the decision of governmental agencies to upgrade or expand security at border crossing inspection sites, existing airports, seaports and other facilities. Accordingly, a portion of the Company’s product sales is subject to delays associated with the lengthy approval processes that often accompany such capital expenditures. During these approval periods, the Company expends significant financial and managerial resources in anticipation of future orders that may not occur. If the Company fails to receive an order after expending these resources, it may be unable to generate sufficient revenue to recover the costs incurred and its business and prospects may be harmed.

The Company’s business is dependent upon governmental policies and appropriations.

The Company’s largest customers are government agencies and demand for its products is dependent upon national priorities and governmental initiatives. These priorities and initiatives are subject to change from time to time in response to the economic and political environment. The Company is also exposed to the United States budget approval and appropriation cycle, which may be subject to significant and unpredictable delays. If demand for the Company’s products is reduced because of a change in economic or political conditions, or if there are delays in receiving governmental approvals and appropriations, sales of the Company’s products may be adversely affected, and its business and prospects may be harmed.

Changes in governmental regulations may reduce demand for the Company’s products or increase its expenses.

The Company competes in markets in which the Company or its customers must comply with federal, state, local and foreign regulations, such as health and safety regulations. The Company develops, configures and markets its products to meet its customers’ needs created by these regulations. Any significant change in these regulations could reduce demand for the Company’s products or increase its costs to comply with new regulations, both of which may adversely affect its operating results.

The Company’s reliance on only a limited number of suppliers for some key components for its products could harm its business and prospects.

The Company relies on only a limited number of suppliers for some key components for its products. The Company’s reliance on limited supply sources reduces its control over timely delivery, price increases, reliability, and quality of critical components. Obtaining alternative sources of supply of these key components could involve significant delays and other costs, and may not be

9

---

available to the Company on reasonable terms, if at all. If the Company changes any of its suppliers, the potential new supplier would be required to go through a qualification process, creating potential delays or reductions in product shipments. The failure of any supplier to provide quality and timely components at an acceptable price, or an interruption of supplies from such a supplier could result in lost or deferred sales, which would harm the Company’s business and prospects.

Fluctuations in the Company’s quarterly operating results may cause its stock price to fluctuate.

Given the nature of the markets in which the Company participates, it cannot reliably predict future revenue and profitability. A high proportion of the Company’s costs are fixed, due in part to its significant sales, research and development, and manufacturing costs. As a result of its fixed costs, small declines in revenue could disproportionately affect the Company’s operating results and stock price in a quarter. Factors that may affect the Company’s quarterly operating results and the market price of its common stock include:

·    demand for and market acceptance of its X-ray inspection systems;

·    lengthy sales cycles and the effect of large orders;

·    changes in political agendas or national priorities;

·    adverse changes in the level of economic activity in regions in which the Company does business;

·    political unrest in the regions where the Company transacts business;

·    adverse changes in industries on which the Company is particularly dependent;

·    competitive pressures resulting in lower selling prices for its products;

·    delays or problems in the introduction of new products;

·    the Company’s competitors’ announcement or introduction of new products, services or technological innovations;

·    variations in the Company’s product mix;

·    the timing and amount of the Company’s expenditures in anticipation of future sales;

·    increased costs of raw materials or supplies; and

·    changes in the volume or timing of product orders.

The Company could incur substantial costs as a result of product liability claims and adverse publicity if its X-ray inspection systems fail to detect bombs, explosives, weapons, contraband or other threats to personal safety.

If the Company’s X-ray inspection systems fail to detect the presence of bombs, explosives, weapons, contraband or other threats to personal safety, the Company could be subject to product liability claims and negative publicity, which could result in increased costs, reduced sales, and a decline in the market price of the Company’s common stock. There are many factors beyond the Company’s control that could result in the failure of its products to detect the presence of bombs, explosives, weapons, contraband or other threats to personal safety. Examples of these factors include operator error or misuse of or malfunction of its equipment. The failure of the Company’s systems to detect the presence of these dangerous materials may lead to personal injury, loss of life, and extensive property damage and may result in potential claims against the Company.

The Company’s insurance may be insufficient to protect it from product liability claims.

The Company’s product liability and umbrella liability insurance may be insufficient to protect it from product liability claims. Moreover, there is a risk that product liability insurance will not continue to be available to the Company at a reasonable cost, if at all. If liability claims exceed the Company’s current or available insurance coverage, its business and prospects may be harmed. Regardless of the adequacy of the Company’s product liability insurance protection, any significant claim may have an adverse affect on its industry and market reputation, leading to a substantial decrease in demand for its products and reduced revenues.

10

---

The Company may not be able to fund its research and development activities.

The Company generates funds for its research and development activities from operations, private sources and the government. The Company may be unable to generate the funds necessary to support its research and development activities if it does not generate sufficient funds from operations, other potential private sources, or the government. The Company may not successfully compete with other companies and research institutions for government funding and funding from other private sources. Additionally, government-funding priorities are subject to frequent changes. For example, in fiscal 2007, 2006 and 2005, the Company recorded $6,597,000, $2,804,000 and $2,534,000, respectively, for government-sponsored research and development. There is no guarantee that the Company will receive funds for government-sponsored research in the future. If the Company is unable to fund its research and development activities through its operations or from outside sources, the Company may be unable to continue to innovate or bring its innovations to market on a timely or cost effective basis, or its innovations may be surpassed by other competitors or new technologies.

The Company’s success depends on new product development.

The Company’s continuing research and development program is designed to develop new products and to enhance and improve its current products. The Company plans to expend significant resources on the development of its new products. The successful development of its products and product enhancements is subject to numerous risks, both known and unknown, including:

·    unanticipated delays;

·    access to capital;

·    budget overruns;

·    technical problems; and

·    other difficulties that could result in the abandonment or substantial change in the design, development and commercialization of new products and product enhancements, including for example, changes requested or required by governmental and regulatory agencies.

Given the uncertainties inherent with product development and introduction of X-ray inspection systems, the Company cannot assure that its product development efforts will be successful on a timely basis or within budget, if at all. The Company’s failure to develop new products and product enhancements on a timely basis or within budget would harm its business and prospects.

The Company’s success depends upon its ability to adapt to rapid changes in technology and customer requirements.

The market for the Company’s products has been characterized by rapid technological changes, frequent product introductions and evolving industry standards and customer requirements. The Company believes that these trends will continue into the foreseeable future. The Company’s success will depend, in part, upon its ability to enhance its existing products, successfully develop new products that meet changing customer and regulatory requirements and gain market acceptance. If the Company fails to do so, its products may be rendered obsolete or uncompetitive by new industry standards or changing technology, in which case its revenue and operating results would suffer. In developing any new product, the Company may be required to make a substantial investment before it can determine the commercial viability of the new product. If the Company fails to accurately foresee its customers’ needs and future activities, it may invest heavily in research and development of products that do not lead to significant revenue.

The Company may not be able to compete successfully.

A number of companies have developed products that compete with the Company’s X-ray inspection products. Many of the Company’s competitors are larger and have greater financial resources than it does. Some of its competitors have more extensive research, marketing and manufacturing capabilities and greater technical and personnel resources than the Company does, and may be better positioned to continue to improve their technology in order to compete in an evolving industry. The Company’s failure to compete successfully could decrease demand for its products or make its products obsolete.

In the inspection systems market, competition is based primarily on the following factors:

·     product performance, functionality and quality;

·     price;

·     the overall costs of the system;

11

---

·     prior customer relationships;

·     technological capabilities of the product;

·     certification by government authorities;

·     local market presence; and

·     breadth of the sales and service organization.

To remain competitive, the Company must develop new products and periodically enhance its existing products in a timely manner. The Company anticipates that it may have to adjust the prices of some of its products to stay competitive. In addition, new competitors may emerge, and entire product lines may be threatened by new technologies or market trends that reduce the value of these product lines.

The Company’s business could be harmed if it is unable to protect its intellectual property.

The Company relies primarily on a combination of trade secrets, patents, copyrights, trademarks, licensing arrangements and confidentiality procedures to protect its technology. Despite its precautions, the steps the Company has taken to protect its technology may be inadequate. Existing trade secret, patent, trademark and copyright laws offer only limited protection. The Company’s patents could be invalidated or circumvented. The laws of some foreign countries in which the Company’s products are or may be developed, manufactured or sold may not protect its products or intellectual property rights to the same extent as do the laws of the United States. This may make the possibility of piracy of the Company’s technology and products more likely. The Company cannot assure that the steps it has taken to protect its intellectual property will be adequate to prevent misappropriation of its technology. The Company’s business could be harmed if it is unable to protect its intellectual property.

The Company’s business may be materially and adversely affected by infringement claims initiated by the Company or its competitors.

Initiating or defending against the enforcement of the Company’s intellectual property rights may result in significant, protracted, and costly litigation. The Company has previously been involved in various litigations involving its intellectual property and has been successful in protecting such interests to date. The Company expects intellectual property disputes to be an ordinary part of its business for the foreseeable future. The Company may initiate claims or litigation against third parties for infringement of its intellectual property rights, or to establish the validity of its property rights. There can be no assurance that the Company will prevail in any such action. Litigation by or against the Company could result in significant expense and divert the efforts of technical and management personnel, whether or not such litigation results in a favorable outcome for the Company. In the event of an adverse result in any such litigation, the Company could be required to pay substantial damages, cease the manufacture, use and sale of infringing products, expend significant resources to develop non-infringing technology, discontinue the use of certain processes, or obtain licenses for the infringing technology. If a license were required, the Company cannot assure that it would be able to obtain one on commercially reasonable terms, if at all. The Company cannot assure that it will be successful in developing non-infringing technology or that the cost or time required to develop such technology will be reasonable.

The Company’s success depends on its ability to attract and retain qualified management professionals.

During fiscal 2004, the CEO and certain other members of our senior management team left the Company. The Company subsequently recruited what it believes to be a highly qualified team of executives to join the Company. The Company’s future success will continue to depend in large measure upon the continued contributions of its senior management team and other key personnel. If we lose professionals or are unable to attract new talent, we will not be able to maintain our position in the market or grow our business.

Future sales of the Company’s common stock by existing stockholders could depress the market price of the Company’s common stock.

Substantially all of the Company’s outstanding shares of common stock are freely tradable without restriction or further registration. Affiliates must sell all shares they own in compliance with the volume and other requirements of Rule 144, except for the holding period requirements. Nevertheless, sales of substantial amounts of common stock by the Company’s stockholders, or even the potential for such sales, may cause the market price of the Company’s common stock to decline and could impair the Company’s ability to raise capital through the sale of the Company’s equity securities.

12

---

Existing external financing may not be available in the future.

The Company may require additional capital to finance continuing operations. The Company cannot assure that operations will continue to be profitable, that it will generate levels of revenues and cash flows sufficient to fund operations, or, if necessary, that the Company will be able to obtain additional financing on satisfactory terms, if at all. Any existing financing arrangements may not be available or sufficient to meet the Company’s cash needs or may not be available in the future, or, if available, at a cost that the Company believes is reasonable.

The volatility of the Company’s stock price could adversely affect an investment in the Company’s common stock.

The market price of the Company’s common stock has been, and may continue to be, highly volatile. The Company believes that a variety of factors could cause the price of the Company’s common stock to fluctuate, perhaps substantially, including:

·    announcements of developments related to the Company’s business;

·    quarterly fluctuations in the Company’s actual or anticipated operating results and order levels;

·    general conditions in the worldwide economy;

·    announcements of technological innovations;

·    new products or product enhancements by the Company or its competitors;

·    developments in patents or other intellectual property rights and litigation; and

·    developments in the Company’s relationships with its customers and suppliers.

In addition, in recent years the stock market in general and the markets for shares of small capitalization and “high-tech” companies in particular, have experienced extreme price fluctuations which have often been unrelated to the operating performance of affected companies. Any such fluctuations in the future could adversely affect the market price of the Company’s common stock.

Provisions in the Company’s articles of organization and the Company’s shareholder rights plan may have the effect of discouraging advantageous offers for the Company’s business or common stock, and limit the price that investors might be willing to pay in the future for shares of the Company’s common stock.

Provisions in the Company’s articles of organization and the Company’s shareholder rights plan may have the effect of discouraging or preventing a change in control. These provisions could limit the price that certain investors might be willing to pay in the future for shares of the Company’s common stock. Specifically, the Company’s articles of organization authorize its Board of Directors to issue up to 100,000 shares of preferred stock in one or more series, to fix certain rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued shares of preferred stock, to fix the number of shares constituting any such series, and to fix the designation of any such series, without further vote or action by its shareholders. The terms of any series of preferred stock, which may include priority claims to assets and dividends and special voting rights, could adversely affect the rights of the holders of common stock and thereby reduce the value of the Company’s common stock. The Company has no present plans to issue shares of preferred stock. The Company has in place a shareholder rights plan, adopted in 1998, under which its stockholders are entitled to purchase shares of its preferred stock under certain circumstances. These circumstances include the purchase of 15% or more of the outstanding shares of common stock by a person or group, or the announcement of a tender or exchange offer to acquire 15% or more of the outstanding common stock. The shareholder rights plan may have the effect of impeding or preventing certain types of transactions involving a change in control of the Company that could be beneficial to the stockholders.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of our fiscal year relating to our periodic or current reports under the Securities Exchange Act of 1934.

ITEM 2. PROPERTIES

The Company’s executive offices, research, manufacturing and warehouse facilities are located in Billerica, Massachusetts.  In December 2004, the Company renewed its lease for this facility and entered into an agreement with the landlord to add an additional 24,974 square feet to its leased space and to construct a 26,200 square foot high bay manufacturing space in the back of the premises. The lease provided for a tenant allowance for this high bay space and for additional refurbishments in the building.

13

---

The balance of construction and renovation costs above this tenant allowance were the responsibility of the Company. The construction and refurbishments were completed on March 1, 2006 at which time the lease commenced for a period of 10 years.  In January 2007, the Company amended this lease agreement to expand its lease to include the remaining available space in the building.  The Company now leases all of the 187,000 square foot facility owned by an unaffiliated real estate limited partnership.

The Company’s former High Energy Systems division had leased 24,733 square feet of manufacturing, research and development, and office space in Mountain View, California. The lease commenced on February 1, 2004 and had an initial term of seven years with an option to extend for an additional five-year period. In January 2005, as part of the asset sale agreement with Accuray, Incorporated, the Company assigned its rights and obligations under this lease to Accuray. The Company is secondarily liable for the lease payments in the event of default by Accuray.

The Company believes that its facilities, with its recently completed and scheduled renovations, and expansion, are adequate and provide sufficient production capacity for its present intended purposes. The Company’s facilities are currently utilized primarily on a one-shift basis. The Company is able to add additional capacity by adding second and third shifts if necessary.

ITEM 3. LEGAL PROCEEDINGS

Since February 2004, the Company and L-3 Communications, Inc. had been engaged in litigation in the United States District Court for the District of Massachusetts in Boston over two of the Company’s patents – United States Patent No. 6,292,533 and No. 5,903,623.  In August 2006, the parties entered into a Settlement Agreement that resulted in the dismissal of the underlying suit.  This settlement had no material effect on the Company, the value of its intellectual property or the development and sale of any of its products.

The Company is also subject to various legal proceedings and claims that arise in the ordinary course of business. At the present time, it is not possible to predict the outcome of these matters; however, the Company currently believes that resolving these matters will not have a material adverse impact on its financial condition, results of operations or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of the Company’s security holders during the fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NASDAQ National Market under the symbol ASEI. The market price range for the common stock for the last two fiscal years as reported on the NASDAQ National Market or American Stock Exchange, as applicable, is as follows:

Fiscal Year		Quarter Ended		High			Low
2007		March 31, 2007		$	60.45		$	49.78
		December 31, 2006		$	71.22		$	44.86
		September 30, 2006		$	61.97		$	36.03
		June 30, 2006		$	93.53		$	51.00
2006		March 31, 2006		$	93.86		$	59.83
		December 31, 2005		$	74.95		$	52.33
		September 30, 2005		$	73.05		$	36.50
		June 30, 2005		$	45.79		$	35.95

 

As of June 5, 2007, there were approximately 805 holders of record of the Company’s common stock.

No cash dividends have been declared in the two most recent fiscal years.  The Company, on May 21, 2007, announced that it intends to initiate quarterly dividends during fiscal 2008. The Company has received consent from its bank for this dividend as its credit facility restricts the payment of dividends (except in shares of the Company’s stock).

Equity Compensation Plan Information

14

---

The following table provides information about the Company’s stock option plans and the common stock that may be issued upon the exercise of options and rights under all existing equity compensation plans as of March 31, 2007.

 

The Company did not repurchase any of its securities during fiscal 2007.

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data is qualified by reference to, and should be read in conjunction with, the consolidated financial statements, including the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report.

 

(1)          Includes a gain of $5,442,000 on the sale of certain assets of the Company’s High Energy Systems division.

ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and notes thereto which appear elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements and should also be read in conjunction with the “Cautionary Statement” included at the beginning of this Annual Report on Form 10-K.

2007 Compared to 2006

        Overview    American Science and Engineering, Inc. develops and manufactures state-of-the-art X-ray inspection systems for homeland security and other critical defense applications. The Company’s primary technologies are: 1) Z Backscatter technology which is used to detect plastic explosives, illegal drugs, and other contraband even when artfully concealed in complex backgrounds; and 2) Shaped Energy X-ray inspection systems which combine the material discrimination features of Z Backscatter with the penetration capability of high-energy X-rays for dense cargos.

15

---

        Net sales and contract revenues for fiscal 2007 decreased by 6% to $153,186,000 compared to fiscal 2006 revenues of $163,604,000. The Company reported net income before taxes of $40,016,000 in fiscal 2007 compared to a net income before taxes of $45,769,000 in the previous fiscal year. Net income for fiscal 2007 was $24,610,000 ($2.38 per share, on a diluted basis) as compared to a net income of $29,786,000 ($3.27 per share, on a diluted basis) in fiscal 2006. Backlog at March 31, 2007 was $105,634,000, a 53% increase from the backlog of $68,840,000 reported at the previous fiscal year end, due primarily to increases in backlog of service and maintenance and cargo systems contracts offset somewhat by a decrease in Z Backscatter System backlog.

        Results of Operations    Total net sales and contract revenues of $153,186,000 in fiscal 2007 decreased by $10,418,000 or 6% from the previous year. Revenues related to product sales and contracts decreased by $26,936,000 or 21% due to the following:  Z Backscatter System sales decreased $17,262,000 from the prior year as the multi-unit orders received from the US Government in the prior year were not repeated in the current year.  Aftermarket part sales decreased $6,799,000 from the prior year and returned to more standard revenue levels.  The Company had received one large order in fiscal 2006 which had contributed to its high parts revenues in the prior year. Parcel system revenues also decreased by $5,138,000 from the prior year attributable primarily to a decrease in order volume in the year. These product revenue decreases were offset by a $3,806,000 increase in contract research and development revenues as compared to the prior period attributable primarily to one large contract research and development contract received in the current year.  Service revenues increased in fiscal 2007 by $16,518,000 or 46% to $52,046,000 due primarily to service contract revenues purchased with the shipments of systems in 2006 and 2007.

        In fiscal 2007, 73% of the Company’s revenues were from domestic customers as compared to 86% in fiscal 2006. In fiscal 2007, the Company had sales to two customers which accounted for 46% of total sales. In fiscal 2006, the Company had sales to two major customers which accounted for 56% of total sales.

        Cost of sales and contracts of $ 86,647,000 in fiscal 2007 increased by $1,241,000 or 1% from the previous year. Cost of product sales and contracts of $60,033,000 decreased by $5,341,000 or 8% as compared to the prior year. Cost of product sales and contracts totaled 59% of revenues in fiscal 2007 as compared to 51% of revenues in fiscal 2006. This decrease in gross margin is due primarily to $3,559,000 of stock-based compensation and a decrease in the volume of shipments of higher margin Z Backscatter systems.  The cost of service revenues increased $6,582,000 or 33% from the prior year. Cost of service revenues totaled 51% of revenues in fiscal 2007 as compared to 56% of revenues in fiscal 2006.  This margin improvement is due primarily to improve system performance of systems under service contracts as compared to the prior year.

        Selling, general and administrative expenses in fiscal 2007 increased by $7,494,000 to $27,136,000 compared to fiscal 2006 and represented 18% of revenues in fiscal 2007 as compared to 12% of revenues in fiscal 2006. This  increase in spending can be attributed to $5,035,000 of stock-based compensation expense, increases in incentive compensation costs ($473,000) related to the bonuses and commissions earned during the period, increased salaries and payroll related costs ($497,000) as the Company increased its sales and marketing capabilities, increased marketing costs ($687,000),  increases in expenses related to the Company’s ongoing ERP system implementation project ($248,000), and increased legal expenditures ($534,000) related to legal costs incurred related to an abandoned acquisition and other corporate initiatives.

        Company funded research and development spending decreased by $2,417,000 to $7,184,000 in fiscal 2007, a 25% change compared to the $9,601,000 spent in fiscal 2006.  Research and development spending represented 5% of revenues in fiscal 2007 as compared to 6% of revenues in fiscal 2006. Fiscal 2007 costs decreased as the engineering team focused on revenue related contracts including contract research and development engagements.  The Company’s fiscal 2007 research and development activities focused on design modifications to its existing products and the development of product alternatives to continue to bring innovative products to its customers.

        Other income (expense) was $7,797,000 in income in fiscal 2007 as compared to $3,522,000 in expense in fiscal 2006. Interest income increased by $3,108,000 due to increased funds available for investment in higher return investment vehicles. In addition, the Company recorded $2,270,000 in income related to the fair value mark to market charge associated with outstanding warrants issued as part of a private placement of common stock in May of 2002. During fiscal 2006, this mark to market adjustment resulted in $6,094,000 in expense.

        The Company reported pre-tax income of $40,016,000 in fiscal 2007 as compared to a pre-tax income of $45,769,000 in the previous fiscal year primarily due to the decreased revenues and expense increases noted above. The Company recorded income tax expense of $15,406,000 in fiscal 2007 as compared to $15,983,000 in the prior fiscal year.  The Company’s effective tax rate excluding the impact of the warrant (income) expense was 41% in fiscal 2007 as compared to 31% in fiscal 2006.  This increase in the rate can be attributed to the utilization of remaining net operating loss carryforwards in fiscal 2006, the implementation of FAS 123(R) in fiscal 2007, and the reduction of certain tax credits in fiscal 2007.

        The Company reported net income of $24,610,000 in fiscal 2007 as compared to net income of $29,786,000 in fiscal 2006.

16

2006 Compared to 2005

Results of Operations    Total net sales and contract revenues of $163,604,000 in fiscal 2006 increased by $75,290,000 or 85% from the previous year. Revenues related to product sales and contracts increased by $59,166,000 or 86% due primarily to increased revenues of approximately $52,408,000 in sales of Z Backscatter Systems. These systems continued to experience high order volume in fiscal 2006 from the federal government customer base and experienced increased international demand. Revenues on the Company’s CargoSearch systems increased $8,401,000 from fiscal 2005 due primarily to a large follow-on order from one customer.  After-market parts revenues increased by $3,704,000 to $10,588,000 due primarily to orders received for spares to accompany new system installations.  These product revenue increases were offset by a $906,000 decrease in ParcelSearch product revenues attributable to lower unit sales and a decrease in revenues of $4,267,000 related to the Company’s former High Energy Systems division which was sold in the fourth quarter of fiscal 2005. Service revenues increased in fiscal 2006 by $16,124,000 or 83% to $35,528,000 due to increases in service contract revenues related to the increased shipments of systems in 2005 and 2006.

In fiscal 2006, 86% of the Company’s revenues were from domestic customers as compared to 85% in fiscal 2005. In fiscal 2006, the Company had sales to two customers which accounted for 56% of total sales. In fiscal 2005, the Company had sales to three major customers which accounted for 43% of total sales.

Cost of sales and contracts of $85,406,000 in fiscal 2006 increased by $27,580,000 or 48% from the previous year. Cost of product sales and contracts of $65,374,000 increased by $18,300,000 or 39% as compared to the prior year. Cost of product sales and contracts totaled 51% of revenues in fiscal 2006 as compared to 68% of revenues in fiscal 2005. This decrease is primarily attributable to the Company’s efforts in reducing direct product costs, to production efficiencies associated with higher volume manufacturing and to continued strong sales from the Company’s higher margin products.  The cost of service revenues increased $9,280,000 or 86% from the prior year. Cost of service revenues totaled 56% of revenues in fiscal 2006 as compared to 55% of revenues in fiscal 2005.

Selling, general and administrative expenses in fiscal 2006 increased by $5,355,000 to $19,642,000 compared to fiscal 2005 and represented 12% of revenues in fiscal 2006 as compared to 16% of revenues in fiscal 2005. This increase in spending can be attributed to increases in incentive compensation costs ($2,444,000) related to the bonuses and stock compensation earned during the period, increased salaries and payroll related costs ($359,000) as the Company increased its sales and marketing capabilities, increased marketing costs ($722,000),  increased insurance related costs ($451,000) attributable to the increased revenues, increase travel and telephone expenditures ($410,000), increases in expenses related to the Company’s ongoing ERP system implementation project ($188,000), increased audit expenditures ($232,000) attributable to the change in auditors during the year and Sarbanes-Oxley compliance costs, and increased legal expenditures ($625,000) related to ongoing litigation expenses and other corporate initiatives.  Offsetting these increases was a decrease in general and administrative costs of $638,000 associated with the Company’s High Energy Systems division which was sold in the fourth quarter of fiscal 2005.

Company funded research and development spending increased by $3,874,000 to $9,601,000 in fiscal 2006, a 68% increase compared to the $5,727,000 spent in fiscal 2005.  Research and development spending remained constant at 6% of revenues in both fiscal 2006 and fiscal 2005. In fiscal 2006, the Company continued to focus on design modifications to its existing products and the development of product alternatives to continue to bring innovative products to its customers.

In January 2005, the Company completed an agreement to sell certain assets, comprised of inventory, fixed assets, intellectual property and certain revenue producing contracts of its High Energy Systems Division to Accuray, Incorporated (“Accuray”). The Company recognized a gain, net of related expenses, on the sale of these assets of $5,442,000 which was included in income from operations in the year ended March 31, 2005.  In fiscal 2006 an additional $336,000 in gain was recognized related to this sale as the Company adjusted certain reserves for warranty exposure established at the time of sale due to favorable warranty experience in the current year.

Other income (expense) was $3,522,000 in expense in fiscal 2006 as compared to $4,649,000 in expense in fiscal 2005. Interest income increased by $1,938,000 due to increased funds available for investment in higher return investment vehicles. This increase in other income was offset by $6,094,000 related to the fair value mark to market charge associated with outstanding warrants issued as part of a private placement of common stock in May of 2002. During fiscal 2005, this mark to market adjustment resulted in $5,101,000 in expense.

The Company reported pre-tax income of $45,769,000 in fiscal 2006 as compared to a pre-tax income of $11,267,000 in the previous fiscal year primarily due to the increased revenues and expense reductions noted above. The Company recorded income tax expense of $15,983,000 in fiscal 2006 as compared to $82,000 in the prior fiscal year.  In prior years, the Company was able to reduce its income tax expense primarily through the release of valuation allowance reserves established on tax net operating loss

17

---

carryforward assets and other tax credits.  During fiscal 2006, all remaining reserves were released and all tax net operating loss carryforwards were fully utilized.

The Company reported net income of $29,786,000 in fiscal 2006 as compared to net income of $11,185,000 in fiscal 2005.

Liquidity and Capital Resources

Cash and cash equivalents at year-end increased by $18,995,000 to $69,650,000 at March 31, 2007 as compared to $50,655,000 at March 31, 2006. Cash flow provided by operations of $44,854,000 resulted from the following:

·    Reported net income of $24,610,000 adjusted for the following non-cash items:

·   Depreciation and amortization of $2,425,000 which was $1,436,000 higher than the previous year due primarily to the capitalization of the Company’s building facilities.

·   Provision for (reduction of) contracts, inventory and accounts receivable reserves of ($203,000) as compared to $2,673,000 as certain receivables previously reserved were collected during the year and certain inventory, previously reserved as excess, was utilized during the year.

·   Decrease in the fair value of warrants issued of ($2,270,000) due to primarily to changes in the Company’s stock price during the period.

·   Stock compensation expense of $8,687,000.

·    A decrease in accounts receivable of $2,621,000 from the prior year due primarily to improved collections in the current year which significantly improved the Company’s days sales outstanding.

·    An increase in inventories of $3,206,000 as the Company purchased certain long-lead inventory items during the year to improve order to delivery cycles.

·    The increase in customer deposits of $5,451,000 as the Company received certain large milestones payments on contracts entered into during the year.

·    The increase in deferred revenue of $4,591,000 as the Company entered in a number of new service contracts during the year.

Net cash of $26,988,000 was used for investing activities in fiscal 2007. Fiscal 2007 capital expenditures totaled $4,733,000 versus $11,224,000 for fiscal 2006. Investments in fixed assets were comprised primarily of information technology expenditures for the Company’s ERP system implementation, leasehold improvements related to the Company’s facilities expansion, and furniture and fixtures. The Company invested $130,600,000 in short-term investments during the year, and had maturities of $109,345,000 on short-term investments. In addition, the Company paid $1,000,000 in exchange for a note receivable from an unrelated company.

Net cash provided by financing activities was $1,113,000 in fiscal 2007. Cash was provided primarily from the receipt of $2,253,000 from the Company’s landlord for leasehold improvements related to its corporate facilities expansion.  Restricted cash increased by $2,703,000 from the prior year as the Company issued certain stand-by letters of credit collateralized by cash for contract entered into during the year.

On November 16, 2006, the Company modified its domestic loan and security agreement with Silicon Valley Bank East which was scheduled to expire on November 29, 2006.  The Company increased its domestic facility from $5.0 million to $20.0 million to support the Company’s routine working capital needs.  The Company’s $10.0 million export loan and security facility, guaranteed by the Export-Import Bank of the United States, expired as of November 29, 2006. Maximum amount available for borrowings under the domestic facility is (a) if the Company’s unrestricted cash is greater than or equal to $30 million, is $20.0 million minus  the amount of all outstanding letters of credit less certain reserves, and minus the outstanding principal balance of any advances or (b) if the Company’s unrestricted cash is less than $30.0 million for a period of 30 consecutive days, the lesser of (i) the $20.0 million, or ii) 85% of eligible domestic accounts receivable minus  the amount of outstanding letters of credits adjusted for certain reserves and minus the principal balance of any advances.  The modification of the domestic loan and security agreement extended this credit facility through November 14, 2008.

The credit facility bears an interest rate of the greater of 4.0% or the Silicon Valley Bank prime rate (8.25% at March 31, 2007). The credit agreement is collateralized by certain assets of the Company and contain certain restrictions, including limitations on the amount of distributions that can be made to stockholders, and the disposition or encumbrances of assets, and require the maintenance of certain financial covenants.  As of March 31, 2007, the Company was in compliance with these covenants.

18

---

At March 31, 2007, there were no borrowings outstanding against this credit facility.  Under the terms of the credit agreement, the Company was required to pay certain one-time facility fees which are being amortized over the lives of the facilities and is required to pay a fee of 0.50% quarterly on unused amounts under the line of credits.  Total expense incurred related to these fees were $201,000, $172,000, and $300,000, in fiscal 2007, 2006 and 2005, respectively.

The Company had outstanding $16,763,000 in stand-by letters of credit against the domestic facility at March 31, 2007 with $3,237,000 remaining availability.   Of the outstanding letters of credit, $300,000 relates to the Company’s building lease and the remainder is guaranteeing performance on certain international projects.   No amounts have been drawn against these letters of credit. In addition at March 31, 2007, the Company has a restricted cash balance of $2,801,000 related to certain bank required deposits for outstanding letters of credits, bid bonds, and other bank-related fees.

In recent years, the Company has funded its operations and capital expenditures with cash generated by operations, including deposits from customers on long-term projects, from proceeds received from stock issuances and option exercises, and from lines of credit available to the Company. The Company currently has no amounts drawn on its line of credit and believes that its cash flows from operations, cash and investments on hand and available lines of credit are sufficient to meet the current and foreseeable operating requirements of the Company’s business.

Contractual Obligations The Company leases various office equipment and facilities under non-cancelable leases. In addition, in the normal course of business, the Company enters into purchase orders with its vendors for the purchase of materials or services to meet its production needs. The following table summarizes the Company’s contractual obligations as of March 31, 2007.

 

Inflation The Company does not believe that inflation has had a material effect on its results of operations. There can be no assurance, however, that the Company’s business will not be affected by inflation in the future.

Critical Accounting Policies

The Company considers certain accounting policies related to revenue recognition, inventories, allowances for obsolete and excess inventory, stock-based compensation, warrant liability, and income taxes to be critical policies due to the estimation processes involved in each.

Revenue Recognition:  The Company derives a portion of its revenue from fixed-price contracts, which require the accurate estimation of the cost and scope of each contract. The Company’s fixed-site CargoSearch systems are sold under fixed-price arrangements. Revenue is recognized using percentage of completion accounting, generally using the Company’s best estimate of total costs to measure the percent complete with revisions to estimates reflected in the period identified.

The Company recognizes certain other CargoSearch system sales and other product revenue in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (“SAB 101”), modified by Emerging Issues Task Force No. 00-21, Revenue Arrangements with Multiple Deliverables, and Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered, and the collectibility of those fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. In those instances where the Company enters into agreements involving multiple revenue elements, the agreement is divided into separate elements of accounting, the arrangement consideration is allocated to these elements based on fair value, and revenue recognition is considered separately for each individual element. The Company recognizes field service revenues as services are performed and generally recognizes revenues under maintenance contracts on a

19

---

straight-line basis over the contract period which reasonably approximates the period under which the services are rendered. Revenues received in advance of services being rendered are deferred until such services have been provided.

Certain of the Company’s products are covered by a warranty for a one-year period. The Company accrues a warranty reserve for estimated costs to provide warranty services. The Company’s estimate of costs to service its warranty obligations is based on historical experience and management’s expectations of future conditions. To the extent the Company experiences increased warranty claim activity or increased costs associated with servicing those claims, its warranty accrual will increase resulting in decreased gross profit.

Inventories and Related Allowance for Obsolete and Excess Inventory:   Inventories consist of material, labor and manufacturing overhead and are recorded at the lower of cost or net realizable value. Excessive manufacturing overhead costs such as idle facility expense, freight, handling costs and wasted material (spoilage) attributable to abnormally low volumes (levels that materially differ from budgeted production plans due primarily to changes in customer demand) are excluded from inventory and recorded as an expense in the period incurred. The Company regularly reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on the estimated forecast of product demand over the next twelve to eighteen months. Demand for products can fluctuate significantly. A significant increase in the demand for the Company’s products could result in a short-term increase in inventory balances, while a significant decrease in demand could result in an increase in the amount of excess inventory quantities on hand. Additionally, inventory reserves require estimates of future product demand, which may materially impact the provision required for excess and obsolete inventory. In the future, if inventory were determined to be overvalued, the Company would be required to recognize such costs in its cost of goods sold at the time of such determination. Likewise, if inventory is determined to be undervalued, the Company may have over-reported costs of goods sold in previous periods and would be required to recognize such additional operating income at the time of sale. Therefore, although the Company makes every effort to ensure the accuracy of forecasts of future product demand, any significant unanticipated changes in demand or technological developments could have a significant impact on the value of its inventory and reported operating results.

Stock-Based Compensation:  On April 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R) (SFAS 123(R)) “Accounting for Stock-Based Compensation”, which requires the measurement and recognition of all compensation costs for all stock based awards made to employees and the Board of Directors based upon fair value over the requisite service period for awards expected to vest. Prior to adoption, the Company accounted for stock options under the intrinsic value method set in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, and provided the required pro forma disclosures prescribed by SFAS  No. 123, “Accounting for Share-based Compensation”, as amended.

SFAS 123(R) requires the Company to estimate the fair value of share-based awards on the date of grant using an option pricing model. The Company adopted SFAS 123(R) using the modified prospective transition method which requires the application of the accounting standard starting April 1, 2006, the first day of the Company’s fiscal year 2007. Prior period information was not restated to reflect the fair value method of expensing share-based awards.

Warrant Liability:   In fiscal 2003, the Company issued 295,475 warrants in connection with a private placement offering of common stock. As of March 31, 2007, 21,625 of these warrants remain outstanding. These warrants can be exchanged for cash under certain circumstances including a merger, sale or tender offer of the Company and as such the Company recorded the fair value of these warrants as a long-term liability on the balance sheet. The fair value of these warrants is adjusted each period with the resulting gain or loss recorded as other income (expense) in the statement of operations. The Black-Scholes method is used to value the warrants and the calculation requires the use of estimates for stock price volatility and interest rates. The Black-Scholes value of these warrants can fluctuate significantly based on the current fair market value of the Company’s common stock, changes in interest rates or changes in the volatility of the Company’s stock price.

Income Taxes:  The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.” Accordingly, the Company recognizes deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return. The Company evaluates the need for a valuation allowance against its net deferred tax assets at year end based upon its three year cumulative income and its projections of future income, and records a valuation allowance against any net deferred tax assets if it is more likely than not that they will not be realized.

New Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN48”).  FIN 48 is an interpretation of FASB Statement No. 109.  “Accounting for Income Taxes,” and it seeks to reduce the diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes.  In addition, FIN 48 requires expanded disclosure with respect to the uncertainty in income taxes and is required to be adopted for fiscal years beginning after

20

---

December 15, 2006.  The Company is currently evaluating the impact, if any, that FIN 48 will have on its consolidated financial statements.

In February 2007, the FASB issued FASB Statement No. 159 (SFAS No. 159), “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 gives entities the option, at specified election dates, to measure certain financial assets and liabilities at fair value. The election may be applied to financial assets and liabilities on an instrument by instrument basis, is irrevocable, and may only be applied to entire instruments. Unrealized gains and losses on instruments for which the fair value option has been elected will be reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Adoption of SFAS No. 159 is currently not expected to have a material impact on the Company’s consolidated financial position or results of operations

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 “Fair Value Measurements”, (“FAS 157”).  FAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosure requirements regarding fair value measurement.  FAS 157 is effective for the Company beginning April 1, 2008. The Company is currently reviewing the Statement to determine the impact and materiality of its adoption to the Company.

In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). SAB 108 was issued in order to eliminate the diversity in practice surrounding how public companies quantify financial statement misstatements. SAB 108 requires that registrants quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. SAB 108 was required to be implemented by the end of fiscal 2007. We were not impacted by the adoption of this staff accounting bulletin.

ITEM 7A. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to interest rate risk on its credit facilities which have variable interest rates tied to the Prime Rate. As of March 31, 2007, the Company had no variable interest rate debt outstanding. See Note 3 of Notes to Consolidated Financial Statements for a discussion of our long-term indebtedness.

The cash accounts for the Company’s operations in Hong Kong, England, and Abu Dhabi are maintained in Hong Kong dollars, pounds sterling and dirhams, respectively. Foreign currency accounts are marked to market at current rates that resulted in immaterial translation adjustments to stockholders’ equity. The gains and losses from foreign currency transactions are included in the statement of operations for the period and were also immaterial. A hypothetical 10% change in foreign currency rates would not have a material impact on the Company’s results of operations or financial position.

As of March 31, 2007, the Company holds short-term investments consisting of money market funds and U.S. government and government agency bonds. The Company’s primary objective with its investment portfolio is to invest available cash while preserving principal and meeting liquidity needs. These investments have an average interest rate of approximately 4.9% and are subject to interest rate risk. As a result of the average maturity and conservative nature of the investment portfolio, a sudden change in interest rates would not have a material adverse effect on the value of these investments.

In fiscal 2003, the Company issued 295,475 warrants in connection with a private placement offering of common stock. As of March 31, 2007, 21,625 of these warrants remain outstanding. These warrants can be exchanged for cash under certain circumstances including a merger, sale or tender offer of the Company and as such a liability equal to Black-Scholes value of the warrants is recorded on the balance sheet. Changes in the fair value of the warrants are recorded as other income (expense). The Black-Scholes value of these warrants can fluctuate significantly based on the current fair market value of the Company’s common stock. A 10% change in the fair market value of the Company’s common stock, holding other assumptions constant, would have approximately an $114,000 positive or negative impact on earnings.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary financial information listed in the Index to Consolidated Financial Statements on page 24 are filed as part of this Annual Report on Form 10-K and are incorporated into this Item by reference.

21

---

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On November 3, 2005, PricewaterhouseCoopers LLP (“PwC”) resigned as the Company’s independent registered public accounting firm upon completion of its procedures on the Company’s unaudited interim financial statements as of and for the three and six-month periods ended September 30, 2005 and the Form 10-Q in which such unaudited interim financial statements would be included.  The reports of PwC on the financial statements for the years ended March 31, 2005 and 2004 contained no adverse or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. Except for the material weakness in internal control over financial reporting described in this paragraph, during the years ended March 31, 2005 and 2004, and through November 3, 2005, the Company did not have any reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K. The Company and PwC reported a material weakness in the Company’s internal control over financial reporting in the Company’s Annual Report on Form 10-K for the year ended March 31, 2005. That Annual Report stated the Company did not maintain effective controls over the review and monitoring of the accounting presentation on the sale of long-lived assets, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

During the years ended March 31, 2005 and 2004 and through November 3, 2005, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused PwC to make reference thereto in its reports on the financial statements of the Company for such years.

On December 13, 2005, the Audit Committee of the Board of Directors of American Science and Engineering, Inc. (the “Company”) engaged Vitale, Caturano & Company, Ltd. (“Vitale”) as its independent registered public accounting firm to audit the Company’s consolidated financial statements and internal control over financial reporting as of and for the year ending March 31, 2006.  The Company did not consult with Vitale during the two most recent fiscal years and through December 13, 2005 regarding either the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company as well as any matters or reportable events described in Items 304(a)(2)(i) or (ii) of Regulation S-K.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2007 to ensure that information required to be disclosed by the Company in the reports filed and submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.  Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation under the criteria established in “Internal Control – Integrated Framework”, our management concluded that the Company’s internal control over financial reporting was effective as of March 31, 2007.  Vitale, Caturano & Company, Ltd., our independent registered public accounting firm, has audited management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the effectiveness of our internal control over financial reporting as of March 31, 2007, and has issued their report thereon which is included herein.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, during the quarter ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

22

---

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Code of Conduct

The Company has adopted a Code of Conduct that applies to our Board of Directors, Chief Executive Officer, Chief Financial Officer, and all employees of the Company. The Company’s Code of Conduct is posted on our website at www.as-e.com and may be accessed in the Corporate Governance section of the Investor Information page. The Company intends to satisfy the disclosure requirement under Item 10 of Form 8-K, regarding an amendment to, or waiver from, our Code of Conduct, by posting such information on our website at the location specified above.

The other information called for by this item is hereby incorporated by reference from the Registrant’s Definitive Proxy Statement relating to the 2007 Annual Meeting of Stockholders, which Proxy Statement will be filed with the Securities and Exchange Commission on or about July 27, 2007.

ITEM 11. EXECUTIVE COMPENSATION

The information called for by this item is hereby incorporated by reference from the Registrant’s Definitive Proxy Statement relating to the 2007 Annual Meeting of Stockholders, which Proxy Statement will be filed with the Securities and Exchange Commission on or about July 27, 2007.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information called for by this item is hereby incorporated by reference from the Registrant’s Definitive Proxy Statement relating to the 2007 Annual Meeting of Stockholders, which Proxy Statement will be filed with the Securities and Exchange Commission on or about July 27, 2007.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information called for by this item is hereby incorporated by reference from the Registrant’s Definitive Proxy Statement relating to the 2007 Annual Meeting of Stockholders, which Proxy Statement will be filed with the Securities and Exchange Commission on or about July 27, 2007.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information called for by this item is hereby incorporated by reference from the Registrant’s Definitive Proxy Statement relating to the 2007 Annual Meeting of Stockholders, which Proxy Statement will be filed with the Securities and Exchange Commission on or about July 27, 2007.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The financial statements listed in the Index to Consolidated Financial Statements on page 24 are filed as part of this report, and such Index is incorporated in this Item by reference.

The exhibits listed in the Exhibit Index on page 47 are filed as part of this report, and such Index is incorporated in this Item by reference.

23

---

AMERICAN SCIENCE AND ENGINEERING, INC. AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

(Submitted in answer to Item 8, Item 9A and Item 15 of Form 10-K, Securities and Exchange Commission)

CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets—March 31, 2007 and 2006
Consolidated Statements of Operations for the Years Ended March 31, 2007, 2006, and 2005
Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended March 31, 2007, 2006, and 2005
Consolidated Statements of Cash Flows for the Years Ended March 31, 2007, 2006, and 2005
Notes to Consolidated Financial Statements
CONSOLIDATED SUPPLEMENTARY FINANCIAL INFORMATION
Unaudited Quarterly Consolidated Financial Data for the Years Ended March 31, 2007 and 2006
Financial statement schedules have been omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.

 

24

---

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

of American Science and Engineering, Inc.

We have audited the accompanying consolidated balance sheets of American Science and Engineering, Inc. and subsidiary (“the Company”) as of March 31, 2007 and 2006 and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for the years then ended.  We also have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, appearing under item 9A, that American Science and Engineering, Inc. and subsidiary maintained effective internal control over financial reporting as of March 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). American Science and Engineering, Inc.’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on these financial statements, an opinion on management’s assessment, and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of American Science and Engineering, Inc. and subsidiary as of March 31, 2007 and 2006 and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, management’s assessment that American Science and Engineering, Inc. maintained effective internal control over financial reporting as of March 31, 2007 is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Furthermore, in our opinion, American Science and Engineering, Inc. maintained, in all material respects, effective internal control over financial reporting as of March 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As discussed in Note 1 to the consolidated financial statements, the Company adopted SFAS No. 123(R), Share-Based Payment, effective April 1, 2006.

/s/ Vitale, Caturano & Company, Ltd.

VITALE, CATURANO & COMPANY, LTD.

June 12, 2007

Boston, Massachusetts

 

25

---

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

American Science and Engineering, Inc.:

In our opinion, the consolidated statements of operations, stockholders’ equity and comprehensive income and cash flows for the year ended March 31, 2005 present fairly, in all material respects, the results of operations and cash flows of American Science and Engineering, Inc. and subsidiary for the year ended March 31, 2005, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

June 17, 2005

 

26

American Science and Engineering, Inc. and Subsidiary

Consolidated Balance Sheets
March 31, 2007 and 2006

(Amounts in thousands, except share and per share amounts)

		2007			2006
Assets
Current assets:
Cash and cash equivalents		$	69,650		$	50,655
Restricted cash and investments		202			98
Short-term investments		66,086			43,117
Accounts receivable, net of allowances of $224 in 2007 and $345 in 2006		23,366			25,868
Unbilled costs and fees, net of allowances of $0 in 2007 and $36 in 2006		5,841			4,057
Inventories		20,140			16,886
Prepaid expenses and other current assets		6,730			9,862
Deferred income taxes		3,087			3,381
Total current assets		195,102			153,924
Building, equipment and leasehold improvements, net		23,054			18,717
Restricted cash and investments		2,599			—
Deferred income taxes		970			748
Total assets		$	221,725		$	173,389
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	8,117		$	6,659
Accrued salaries and benefits		7,241			6,554
Accrued warranty costs		1,997			3,606
Deferred revenue		4,321			3,331
Customer deposits		11,554			6,103
Current portion of lease financing liability		1,263			787
Warrant liability		634			—
Other current liabilities		4,290			1,853
Total current liabilities		39,417			28,893
Lease financing liability, net of current portion		10,379			9,630
Warrant liability		—			4,038
Other long term liabilities		4,231			630
Total liabilities		54,027			43,191
Commitments and contingencies (Notes 2 and 8)
Stockholders’ equity:
Preferred stock, no par value
Authorized—100,000 shares
Issued—None		—			—
Common stock, $0.662/3 par value
Authorized—20,000,000 shares
Issued and outstanding 9,186,975 shares in 2007 and 9,070,679 shares in 2006		6,125			6,047
Capital in excess of par value		105,036			94,061
Accumulated other comprehensive income		48			(16		)
Unearned compensation		—			(1,773		)
Retained earnings		56,489			31,879
Total stockholders’ equity		167,698			130,198
Total liabilities and stockholders’ equity		$	221,725		$	173,389

 

The accompanying notes are an integral part of these consolidated financial statements.

27

---

American Science and Engineering, Inc. and Subsidiary
Consolidated Statements of Operations
For the Years Ended March 31, 2007, 2006, and 2005

(Amounts in thousands except per share amounts)

			2007			2006			2005
Net sales and contract revenues:
Net product sales and contract revenues			$	101,140		$	128,076		$	68,910
Net service revenues			52,046			35,528			19,404
Total net sales and contract revenues			153,186			163,604			88,314
Cost of sales and contracts:
Cost of product sales and contracts			60,033			65,374			47,074
Cost of service revenues			26,614			20,032			10,752
Total cost of sales and contracts			86,647			85,406			57,826
Gross profit			66,539			78,198			30,488
Selling, general and administrative expenses			27,136			19,642			14,287
Research and development costs			7,184			9,601			5,727
Gain on sale of assets			—			(336		)	(5,442		)
Operating expenses			34,320			28,907			14,572
Operating income			32,219			49,291			15,916
Other income (expense):
Interest and investment income			5,621			2,513			575
Interest expense			(353		)	(24		)	—
Other, net			259			83			(123		)
Change in warrant valuation			2,270			(6,094		)	(5,101		)
Total other income (expense)			7,797			(3,522		)	(4,649		)
Income before provision for income taxes			40,016			45,769			11,267
Provision for income taxes			15,406			15,983			82
Net income			$	24,610		$	29,786		$	11,185
Income per share	—Basic		$	2.70		$	3.48		$	1.41
	—Diluted		$	2.38		$	3.27		$	1.31
Weighted average shares	—Basic		9,117			8,555			7,937
	—Diluted		9,368			9,113			8,565

 

The accompanying notes are an integral part of these consolidated financial statements.

28

---

American Science and Engineering, Inc. and Subsidiary

Consolidated Statements of Stockholders’ Equity and Comprehensive Income
For the Years Ended March 31, 2007, 2006, and 2005

(Amounts in thousands, except share amounts)

		Common Stock								Retained			Accumulated
		Shares		Par Value			Capital in Excess of Par Value			Earnings (Accumulated Deficit)			Other Comp. Income			Unearned Compensation			Total			Comprehensive Income
Balance, March 31, 2004		7,415,660		$	4,943		$	42,683		$	(9,092	)	$	14		$	(115	)	$	38,433
Net income		—		—			—			11,185			—			—			11,185			11,185
Exercise of stock options  and warrants		900,566		600			10,749			—			—			—			11,349			—
Issuance of stock under employee compensation plans		17,296		12			424			—			—			—			436			—
Issuance of restricted stock		7,958		5			242			—			—			(247		)	—			—
Translation adjustment		—		—			—			—			(2		)	—			(2		)	(2		)
Amortization of unearned compensation		—		—			—			—			—			193			193			—
Unrealized gain (loss) on available for sale securities, net		—		—			—			—			(24		)	—			(24		)	(24		)
Balance, March 31, 2005		8,341,480		5,560			54,098			2,093			(12		)	(169		)	61,570			$	11,159
Net income		—		—			—			29,786			—			—			29,786			29,786
Exercise of stock options and warrants		695,777		465			19,700			—			—			—			20,165			—
Issuance of stock under employee compensation plans		9,344		6			484			—			—			—			490			—
Issuance of restricted stock		24,078		16			2,135			—			—			(2,151		)	—			—
Tax benefit accrued on stock option exercises		—		—			17,540			—			—			—			17,540			—
Compensation expense on stock options		—		—			104			—			—			—			104			—
Translation adjustment		—		—			—			—			(3		)	—			(3		)	(3		)
Amortization of unearned compensation		—		—			—			—			—			547			547			—
Unrealized gain (loss) on available for sale securities,net		—		—			—			—			(1		)	—			(1		)	(1		)
Balance, March 31, 2006		9,070,679		6,047			94,061			31,879			(16		)	(1,773		)	130,198			$	29,782
Net income		—		—			—			24,610			—			—			24,610			24,610
Exercise of stock options and warrants		67,130		45			2,912			—			—			—			2,957			—
Issuance of stock under employee compensation plans		10,530		7			631			—			—			—			638			—
Issuance of restricted stock		38,636		26			11			—			—			—			37			—
Tax benefit accrued on stock option exercises		—		—			544			—			—			—			544			—
Compensation expense on stock options		—		—			7,186			—			—			—			7,186			—
Compensation expense on restricted stock and restricted stock units		—		—			1,464			—			—			—			1,464			—
Translation adjustment		—		—			—			—			16			—			16			16
Reversal of unearned compensation upon adoption of FAS 123(R)		—		—			(1,773		)	—			—			1,773			—			—
Unrealized gain (loss) on available for sale securities, net		—		—			—			—			48			—			48			48
Balance, March 31, 2007		9,186,975		$	6,125		$	105,036		$	56,489		$	48		$	—		$	167,698		$	24,674

 

The accompanying notes are an integral part of these consolidated financial statements

29

---

American Science and Engineering, Inc. and Subsidiary

Consolidated Statements of Cash Flows
For the Years Ended March 31, 2007, 2006, and 2005

(Amounts in thousands)

		2007			2006			2005
Cash flows from operating activities:
Net income		$	24,610		$	29,786		$	11,185
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,425			989			1,234
Provisions for contracts, inventory, and accounts receivable reserves		(203		)	2,673			2,057
Gain on sale of assets		—			(336		)	(5,442		)
Change in value of warrants		(2,270		)	6,094			5,101
Realized gain on short-term investments		—			—			(8		)
Amortization of bond discount		(1,666		)	(356		)	(95		)
Stock compensation expense		8,687			651			193
Deferred income taxes		72			5,627			—
Reversal of deferred tax asset valuation allowance relating to the utilization of tax net operating losses		—			(2,715		)	—
Change in assets and liabilities:
Accounts receivable		2,621			2,408			(13,650		)
Unbilled costs and fees		(1,748		)	(3,338		)	3,722
Inventories		(3,206		)	5,248			(16,660		)
Prepaid expenses and other assets		1,878			(5,566		)	(67		)
Accounts payable		1,458			(84		)	3,053
Deferred revenue		4,591			(212		)	1,577
Customer deposits		5,451			(5,029		)	6,713
Accrued expenses and other current liabilities		2,154			4,358			3,476
Non-current liabilities		—			(51		)	7
Total adjustments		20,244			10,361			(8,789		)
Net cash provided by operating activities		44,854			40,147			2,396
Cash flows from investing activities:
Proceeds from maturities of short-term investments		109,345			39,146			9,987
Purchases of short-term instruments		(130,600		)	(61,334		)	(28,653		)
Proceeds from sale of assets		—			2,800			5,500
Issuance of note receivable		(1,000		)	—			—
Purchases of property and equipment		(4,733		)	(11,224		)	(2,691		)
Disposals of property and equipment		—			—			127
Cash used for investing activities		(26,988		)	(30,612		)	(15,730		)
Cash flows from financing activities:
(Increase) decrease in restricted cash and investments		(2,703		)	257			230
Proceeds from financing of leasehold improvements		2,253			3,339			—
Repayment of leasehold financing		(804		)	(378		)	—
Proceeds from exercise of warrants		834			1,854			1,743
Proceeds from exercise of stock options		989			10,118			8,549
Reduction of income taxes paid due to the tax benefit from employee stock option expense		544			10,515			—
Cash provided by financing activities		1,113			25,705			10,522
Foreign currency translation effect on cash		16			(3		)	(2		)
Net increase (decrease) in cash and cash equivalents		18,995			35,237			(2,814		)
Cash and cash equivalents at beginning of year		50,655			15,418			18,232
Cash and cash equivalents at end of year		$	69,650		$	50,655		$	15,418
Supplemental disclosures of cash flow information:
Interest paid		$	353		$	24		$	—
Income taxes paid		$	12,495		$	7,598		$	166
Non-cash transactions:
Issuance of stock for 401K match		$	638		$	490		$	436
Issuance of restricted stock		$	—		$	2,151		$	247
Assumption of debt / lease financing receivable		$	2,029		$	2,303		$	—
Note receivable in exchange for sale of assets		$	—		$	—		$	2,800
Fair value of warrants exercised		$	1,134		$	8,193		$	1,057

 

The accompanying notes are an integral part of these consolidated financial statements.

30

---

American Science and Engineering, Inc. and Subsidiary

Notes to Consolidated Financial Statements

1. Nature of Operations and Summary of Significant Accounting Policies

American Science and Engineering, Inc. (the “Company”) is engaged in the development and manufacture of sophisticated X-ray inspection systems for critical detection and security screening solutions for sale primarily to U.S. and foreign government agencies.

Principles of Consolidation:  The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents:  The Company considers all investments with original maturities of 90 days or less to be cash equivalents.  The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits.  The Company has not experienced any losses related to these balances, and management believes its credit risk to be minimal. Cash and cash equivalents are carried at cost, which approximates fair market value at fiscal year-end 2007 and 2006.

Restricted Cash and Investments:  The Company’s loan and security agreement with its bank require certain cash and investment balances to be restricted as collateral against outstanding standby letters of credit. The restricted cash amounts with Silicon Valley Bank are in the form of certificates of deposits that mature beyond 90 days.  Restrictions that mature beyond one year are classified as long-term in the accompanying balance sheet.

Short-term Investments and Cash Equivalents:  Short-term investments and cash equivalents consist of investments in money market funds and U.S government and government agency bonds. These investments are classified as available-for-sale and are recorded at their fair market values. The unrealized holding gains or losses on these securities are included as a component of comprehensive income in the Consolidated Statements of Stockholders’ Equity and Comprehensive Income.

 

31