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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2012

OR

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from      to

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)

(Former name, former address and former fiscal year, if changed since last report)

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  x  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).  Yes  o  No  x

The number of shares of the registrant’s common stock, $0.66 2/3 par value, outstanding as of February 5, 2013 was 8,155,635.

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Z Backscatter™, ZBV®, MobileSearch®, Shaped Energy®, AS&E®, Gemini®, Omniview™, Sentry®, SmartCheck®, Z Portal®  and all AS&E product names and AS&E logos are either registered trademarks or trademarks of American Science and Engineering, Inc. in the United States and/or other countries. Other product and company names mentioned herein may be the trademarks of their respective owners.

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PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

AMERICAN SCIENCE AND ENGINEERING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

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AMERICAN SCIENCE AND ENGINEERING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

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

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AMERICAN SCIENCE AND ENGINEERING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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

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AMERICAN SCIENCE AND ENGINEERING, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   GENERAL

The condensed consolidated financial statements include the accounts of American Science and Engineering, Inc. and its wholly owned subsidiaries (the “Company”). All significant intercompany transactions and balances have been eliminated.

The unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include all disclosures required by Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012, or fiscal 2012, as filed with the Securities and Exchange Commission on June 8, 2012.

The unaudited condensed consolidated financial statements, in the opinion of management, include all necessary adjustments, consisting solely of normal recurring adjustments, to present fairly the Company’s financial position, results of operations and cash flows.  These results are not necessarily indicative of the results to be expected for the entire year.

Nature of Operations

The Company develops, manufactures, markets, and sells X-ray inspection and other detection products for homeland security and other targeted markets.  The Company provides maintenance, warranty, engineering, and training services related to these products.  The Company has one reporting segment, X-ray screening products.

Significant Accounting Policies

For systems that are produced in a standard manufacturing operation and have shorter order to delivery cycles, the Company recognizes sales when title passes and when other revenue recognition criteria (such as transfer of risk and customer acceptance) are met.  Revenues on cost reimbursable and custom long-term fixed price contracts are generally recorded as costs are incurred using the percentage of completion method.

Occasionally, the Company receives requests from customers to hold product being purchased for a valid business purpose. The Company recognizes revenue for such arrangements provided the transaction meets, at a minimum, the following criteria: a valid business purpose for the arrangement exists; risk of ownership of the purchased product has transferred to the buyer; there is a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the product is ready for shipment; the Company has no continuing performance obligation in regards to the product and the product has been segregated from the Company’s inventories and cannot be used to fill other orders received.  There was no product being held under such arrangements at December 31, 2012 or March 31, 2012.

The other significant accounting policies followed by the Company and its subsidiaries in preparing its consolidated financial statements are set forth in Note 1 to the consolidated financial statements included in its Form 10-K for the year ended March 31, 2012.  There have been no changes to our critical accounting policies during the three and nine months ended December 31, 2012.

Stock Repurchase Program

In May 2012, the Board of Directors approved a Stock Repurchase Program which authorized the Company to repurchase up to $35.0 million of shares of its common stock from time to time on the open market.  This repurchase program was completed in August of 2012.  On August 2, 2012, the Board of Directors announced the approval of an additional Stock Repurchase Program which authorizes the Company to repurchase up to $35.0 million of additional shares of its common stock from time to time on the open market or in privately negotiated transactions.

During the three months ended December 31, 2012, a total of 165,246 shares were repurchased and retired at an average price of $62.81 per share.  During the nine months ended December 31, 2012, a total of 816,573 shares were repurchased and retired at an average price of $55.53 per share.  As of December 31, 2012, the Stock Repurchase program authorized in May 2012 was completed and the maximum dollar value of shares that may still be purchased under the August 2012 stock repurchase program was $24,612,000.

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Dividends

On February 11, 2013, the Company declared a cash dividend of $0.50 per share. The dividend will be paid on March 4, 2013 to all shareholders of record at the close of business on February 18, 2013.  Future dividends will be declared at the discretion of the Board of Directors and will depend upon such factors as the Board of Directors deems relevant.

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, restricted cash, short-term investments and accounts and unbilled receivables.  At times, the Company maintains cash balances in excess of insured limits. The Company maintains its cash and cash equivalents with major financial institutions.  The Company’s credit risk is managed by investing its cash in investment grade corporate debentures / bonds, U.S. government agency bonds, commercial paper, U.S. treasury bills, money market funds, and certificates of deposit.

2.   ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company accounts for stock-based awards made to its employees and Board of Directors in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 718, Compensation—Stock Compensation, which requires the measurement and recognition of all compensation costs for 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.

The Company recognized $19,000 and $255,000 of stock-based compensation costs in the condensed consolidated statements of operations and comprehensive income for the three months ended December 31, 2012 and December 31, 2011, respectively. The Company recognized $(85,000) and $1,459,000 of stock-based compensation costs (credits) in the condensed consolidated statements of operations and comprehensive income for the nine months ended December 31, 2012 and December 31, 2011, respectively. The credits for nine months ended December 31, 2012 include a reversal of certain incentive compensation plan costs previously accrued for, primarily due to the announced retirement of our President and Chief Executive Officer in September 2012, as reported on our Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 20, 2012.  The income tax expense recognized related to the compensation costs for the three months ended December 31, 2012 and December 31, 2011 was approximately $6,000 and $87,000, respectively.  The income tax expense (benefit) recognized related to the compensation costs (credits) for the nine months ended December 31, 2012 and December 31, 2011 was approximately $(29,000) and $496,000, respectively.

The following table summarizes stock-based compensation costs (credits) included in the Company’s consolidated statement of operations:

Stock Option and Other Compensation Plans

The Company has various stock option and other compensation plans for non-employee directors, officers, and employees. The Company had the following stock option and other compensation plans outstanding as of December 31, 2012: the 1995 Combination Plan, the 1997 Non-Qualified Option Plan, the 1998 Non-Qualified Option Plan, the 1999 Combination Plan, the 2000 Combination Plan, the 2002 Combination Plan, the 2003 Stock Plan for Non-Employee Directors and the 2005 Equity and Incentive Plan. There are 3,980,000 shares collectively authorized under these plans. As of December 31, 2012, 284,000 shares collectively remain available for future issuance under these plans.  Vesting periods for awards granted under such plans are at the discretion of the Compensation Committee of the Board of Directors, or their designee, and typically range between one and three years. Options under these plans are granted at fair market value and have a term of ten years from the date of grant.

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Stock Options

The following tables summarize stock option activity for the nine months ended December 31, 2012:

Information related to the stock options outstanding as of December 31, 2012 is as follows:

The Company deems the Black-Scholes option pricing model as the most appropriate method for determining the estimated fair value of stock-based awards. The Black-Scholes method of valuation requires several assumptions: (1) the expected term of the stock-based award; (2) the expected future stock volatility over the expected term; (3) a risk-free interest rate; and (4) the expected dividend yield. The expected term represents the expected period of time that the Company believes the options will be outstanding based on historical information. Estimates of expected future stock price volatility are based on the historic volatility of the Company’s common stock and the risk free interest rate is based on the U.S. Zero-Bond rate. The expected dividend yield is based on the assumption that the Company would continue paying dividends on its common stock at the same rate for the foreseeable future.

There were no options granted in the three or nine month periods ended December 31, 2012 or December 31, 2011.

As of December 31, 2012, there was no remaining unrecognized compensation costs related to options granted. Non-vested common stock options are subject to the risk of forfeiture until the fulfillment of specified conditions.

Restricted Stock and Restricted Stock Units

The Company has instituted long-term incentive plans for certain key employees. These plans call for the issuance of restricted stock, restricted stock options, and/or cash incentives which vest or are paid upon the achievement of certain performance-based goals as well as service time incurred.  Restricted stock and restricted stock units may also be granted to other employees with vesting periods that range from one to three years.  In addition, annually the Board of Directors is granted restricted stock. These restricted stock shares vest on a pro-rata basis on service time performed over a one-year period.  The fair values of these restricted stock awards are equal to the market price per share of the Company’s common stock on the date of grant.

Non-vested restricted stock and stock unit awards are subject to the risk of forfeiture until the fulfillment of specified conditions. As of December 31, 2012 there was $1,090,000 of total unrecognized compensation costs related to non-vested restricted stock and stock unit awards granted under the Company’s stock plans. These costs are expected to be recognized over a weighted average period of one year.

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The following table summarizes the status of the Company’s non-vested restricted stock and stock unit awards for the nine months ended December 31, 2012:

3.   INVENTORIES

Inventories consist of material, labor and manufacturing overhead and are recorded at the lower of cost, using the weighted average cost method, or net realizable value. Excess manufacturing overhead costs attributable to idle facility expenses, freight, handling costs and wasted material (spoilage) attributable to abnormally low production 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 components of inventories at December 31, 2012 and March 31, 2012 were as follows:

4.   INCOME PER COMMON AND COMMON EQUIVALENT SHARE

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted earnings per share include the dilutive impact of options and restricted stock units using the average share price of the Company’s common stock for the period. For the three months ended December 31, 2012 and December 31, 2011, common stock equivalents of 108,000 and 60,000, respectively, are excluded from diluted earnings per share, as their effect is anti-dilutive. For the nine months ended December 31, 2012 and December 31, 2011, common stock equivalents of 197,000 and 60,000, respectively, are excluded from diluted earnings per share, as their effect is anti-dilutive.

5.   LETTERS OF CREDIT

In the normal course of business, the Company may provide certain customers and potential customers with performance guarantees, which are generally backed by standby letters of credit. In general, the Company would only be liable for the amount of these guarantees in the event of default in the performance of its obligations; the probability of which management believes is low.  As of December 31, 2012, the Company had outstanding $32,466,000 in standby letters of credit.  These outstanding standby letters of credit are cash-secured at amounts ranging from 52% to 67% of the outstanding letters of credit, resulting in a restricted cash balance of $17,273,000 at December 31, 2012 of which $1,091,000 was considered long-term restricted cash due to the expiration date of the underlying letters of credit.

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6.   FAIR VALUE MEASUREMENTS

The Company has categorized its financial assets, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. If the inputs used to measure a financial instrument fall within different levels of the hierarchy, the categorization of such financial asset is based on the lowest level input that is significant to the fair value measurement of such instrument.

Financial assets recorded on the Condensed Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1 - Financial assets whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date (examples include actively exchange-traded equity securities, listed derivatives, and most U.S. government and agency securities).

Level 2 - Financial assets whose values are based on quoted prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets.  Level 2 inputs include the following:

·                  Quoted prices for identical or similar assets or liabilities in non-active markets;

·                  Inputs other than quoted prices that are observable for substantially the full term of the asset or liability; and

·                  Inputs that are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 - Financial assets whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s assumptions about the assumptions a market participant would use in pricing the asset or liability. The Company currently does not have any Level 3 financial assets or liabilities.

The following table presents the financial assets and liabilities that the Company measures at fair value on a recurring basis, based on the fair value hierarchy as of December 31, 2012 and March 31, 2012:

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These investments are classified as available-for-sale and are recorded at their fair market values using the specific identification method. As of December 31, 2012, all of the Company’s available-for-sale securities had contractual maturities of fifteen months or less. The Company had no material realized gains or losses on its available-for-sale securities for the nine months ended December 31, 2012 and December 31, 2011, respectively. The unrealized holding gains or losses on these securities are included as a component of other comprehensive income, as disclosed in the condensed consolidated statements of operations and comprehensive income.

7.   INCOME TAXES

The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes and 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 period 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.

The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending March 31, 2009 through 2012 and for various state taxing authorities for the years ending March 31, 2006 through 2012.  The Company believes that there were no material uncertain tax positions that required a reserve as of December 31, 2012.

8.   GUARANTEES

Certain of the Company’s products carry a one-year warranty, the costs of which are accrued for at the time of shipment or delivery.  Accrual rates are based upon historical experience for the trailing twelve months and management’s judgment of future exposure.  Warranty experience for the three and nine months ended December 31, 2012 and 2011 was as follows:

9.   LEASE COMMITMENTS

In March 2005, the Company renewed its lease agreement for its corporate headquarters and manufacturing facilities in Billerica, Massachusetts.  As part of the lease agreement, the Company’s landlord agreed to certain renovations to the Billerica facility including the construction of additional high bay manufacturing space.  The Company was responsible for a portion of the construction costs and was deemed to be the owner of the building during the construction period under FASB ASC 840, Leases.  In January 2007, the Company amended this lease agreement to expand its lease to include the remaining available space in the building.  A total of $7,182,000 was capitalized to record the facility on its books with an offsetting credit to the lease financing liability.  In addition, amounts paid for construction were capitalized to fixed assets and the landlord construction allowances of $6,009,000 were recorded as additional lease financing liability.

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At the completion of the construction of the initial renovations in February 2006, the lease was reviewed for potential sale-leaseback treatment in accordance with FASB ASC 840-40, Leases — Sale-Leaseback Transactions.  Based on this review, it was determined that the lease did not qualify for sale-leaseback treatment in accordance with FASB ASC 840-40.  As a result, the building and tenant improvement and associated lease financing liabilities remain on the Company’s books.  The lease financing liability is being amortized over the lease term based on the payments designated in the agreement and the building and tenant improvement assets are being depreciated on a straight line basis over the lesser of their useful lives or the lease term.

10.   COMMITMENTS AND CONTINGENCIES

Deferred Revenue

The Company offers extended warranty and service contracts to its customers. These contracts typically cover a period of one to five years, and include advance payments that are recorded as deferred revenue. Revenue is recognized as services are performed over the life of the contract, which represents the period over which these revenues are earned. Costs associated with these extended warranty and service contracts are expensed to cost of goods sold as incurred.

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934.  Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects”, “intends”, “should” and similar expressions are intended to identify forward-looking statements.  These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict, and you should not place undue reliance on our forward-looking statements.  The factors discussed under “Item 1A. Risk Factors”, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time.  We expressly disclaim any obligation to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Overview

American Science and Engineering, Inc., which is referred to in this report as “we” or “the Company”, develops, manufactures, markets, and sells X-ray inspection and other detection products for homeland security and other targeted markets.  The Company provides maintenance, warranty, engineering, and training services related to these products.

Our primary technologies are Z Backscatter technology which is used to detect explosives, illegal drugs, and other contraband even when artfully concealed in complex backgrounds, and other technologies that expand the detection capability of our products beyond the material discrimination features of the Z Backscatter technology to include the penetration capability of high-energy transmission X-rays and/or other detection techniques, such as radioactive threat detection.

Net sales and contract revenues for the third quarter of fiscal year ending March 31, 2013, or fiscal 2013, decreased to $50,803,000 compared to revenues of $57,907,000 for the third quarter of fiscal 2012. We reported operating income of $9,178,000 for the third quarter of fiscal 2013 compared to $11,241,000 for the third quarter of fiscal 2012.  Net income for the third quarter of fiscal 2013 was $6,093,000 ($0.73 per share, on a diluted basis) compared to net income of $7,535,000 ($0.84 per share, on a diluted basis) for the third quarter of fiscal 2012. These results represent a 12% decrease in revenues, a 19% decrease in net income, and a $0.11 decrease in earnings per share when compared to results for the third quarter of fiscal 2012.

Net sales and contract revenues for the first nine months of fiscal 2013decreased to $144,400,000 compared to revenues of $163,788,000 for the first nine months of fiscal 2012. We reported operating income of $25,135,000 for the first nine months of fiscal 2013 compared to $30,013,000 for the first nine months of fiscal 2012.  Net income for the first nine months of fiscal 2013 was $16,694,000 ($1.95 per share, on a diluted basis) compared to net income of $20,079,000 ($2.18 per share, on a diluted basis) for the first nine months of fiscal 2012. These results represent a 12% decrease in revenues, a 17% decrease in net income, and a $0.23 decrease in earnings per share when compared to results for first nine months of fiscal 2012.

Critical Accounting Policies

We believe that several accounting policies are important to understanding our historical and future performance. We refer to these policies as “critical” because these specific areas generally require us to make judgments and estimates about matters that are uncertain at the time we make the estimate, and different estimates—which also would have been reasonable—could have been used, which would have resulted in different financial results.

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The critical accounting policies we identified in our most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2012 are policies related to revenue recognition, inventories and related allowances for obsolete and excess inventory, and income taxes. It is important that the discussion of our operating results that follows be read in conjunction with the critical accounting policies disclosed in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on June 8, 2012.  There have been no changes to our critical accounting policies during the three and nine month periods ended December 31, 2012.

Results of Operations

In the third quarter of fiscal 2013, we changed how we refer to certain product groups in our external reports to conform to our internal reporting systems. The product group previously referred to externally as Z Backscatter Systems is now referred to externally as the Mobile Cargo product group, and the product group previously referred to externally as Contract Research and Development is now referred to externally as the Custom Products product group.

Net revenues for the third quarter of fiscal 2013 decreased by $7,104,000 to $50,803,000 compared to the revenues of $57,907,000 for the corresponding prior period.  This decrease is attributable primarily to a decrease of $7,614,000 in product sales and contract revenues from the prior period.  The product revenue decrease was due primarily to a decrease of $8,751,000 in Mobile Cargo revenues attributable to a lower volume of systems delivered as compared to the prior period, offset in part by a higher average selling price in the current period due to the mix of product models delivered in the period.  There was also a decrease of $1,456,000 in aftermarket parts revenues due to one large spare parts order fulfilled in the third quarter of fiscal 2012 which was not repeated in the corresponding quarter in fiscal 2013.  These decreases were offset in part by an increase of $4,362,000 in Cargo Inspection system revenues as compared to the corresponding prior year period due to an increase in the number of systems accepted in the period as compared to the prior period.  Custom Product and Parcel and Personnel Inspection system revenues remained relatively consistent as compared to the prior period.  Service revenues increased by $510,000 to $23,420,000 compared to the third quarter of fiscal 2012 due primarily to an increase in fixed price service contract revenue from the prior year.

Net revenues for the first nine months of fiscal 2013 decreased by $19,388,000 to $144,400,000 compared to the revenues of $163,788,000 for the corresponding prior period in fiscal 2012.  This decrease is attributable primarily to a decrease of $18,245,000 in product sales and contract revenues from the prior period.  The product revenue decrease was due primarily to a decrease of $16,504,000 in Mobile Cargo system revenues attributable to lower volume.  In addition, Parcel and Personnel Inspection system revenues decreased $13,516,000 from the prior year due primarily to a lower number of systems delivered as one large multi-unit order was delivered in the first quarter of fiscal 2012 These decreases were offset in part by an increase of $14,605,000 in Cargo Inspection system revenues as compared to the corresponding prior year period due to an increase in the number of systems accepted in the period as compared to the prior period.  Custom Products and aftermarket parts revenues remained relatively consistent as compared to the prior period.  Service revenues decreased by $1,143,000 to $66,224,000 compared to the prior period due primarily to a decrease in fixed price service contract revenue from the prior year.

Total cost of sales and contracts for the third quarter of fiscal 2013 decreased by $3,359,000 to $28,103,000 as compared to the corresponding period a year ago. Cost of sales and contracts related to product revenues decreased by $1,116,000 to $19,414,000 as compared to the corresponding period a year ago.  Cost of product sales and contract revenues represented 71% of revenues versus 59% of revenues for the corresponding period in the prior year.  The resultant decrease in gross margin percentage from the prior year is due primarily to $2.9 million in inventory reserves and accruals in the quarter related to the abandonment of one product development program.   The cost of service revenues for the quarter ended December 31, 2012 decreased by $2,243,000 to $8,689,000 as compared to the corresponding period a year ago.  Cost of service revenues decreased to 37% of revenues from 48% of revenues in the corresponding period due primarily to a reduction in third party services required to support certain systems under fixed price contracts during the period.

Total cost of sales and contracts for the first nine months of fiscal 2013 decreased by $9,090,000 to $79,230,000 as compared to the corresponding period a year ago. Cost of sales and contracts related to product revenues decreased by $3,029,000 to $50,031,000 as compared to the corresponding period a year ago.  Cost of product sales and contract revenues represented 64% of revenues versus 55% of revenues for the corresponding period in the prior year.  The resultant decrease in gross margin percentage from the prior year is due primarily to $2.9 million in inventory reserves and accruals in the period related to the abandonment of one product development program, $1.1 million of accruals for product maintenance costs, $0.8 million in loss accruals provided for during the year on certain long-term contracts, and $0.6 million expensed for the write-down of certain equipment held in inventory to a lower of cost or net realizable value.  The cost of service revenues for the nine month period ended December 31, 2012 decreased by $6,061,000 to $29,199,000 as compared to the corresponding period a year ago.  Cost of service revenues decreased to 44% of revenues from 52% of revenues in the corresponding period due primarily to a reduction in third party services required to support systems under contract during the period.

Selling, general and administrative expenses for the third quarter of fiscal 2013 decreased by $811,000 to $8,280,000 as compared to the corresponding period a year ago.  Selling, general and administrative expenses represented 16% of revenues in both the current period and the corresponding period in the prior year.  The decrease in selling, general and administrative expenses from the prior period was primarily the result of a decrease in incentive compensation expense of $741,000 due

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primarily to a reduction of expense related to certain executive long-term incentive programs.  In addition, there was a decrease in payroll and payroll-related costs of $302,000 attributable to decreased headcount.  Offsetting these decreases in the quarter were increases in marketing related activities of $277,000 and in consulting fees of $535,000.

Selling, general and administrative expenses for the first nine months of fiscal 2013 decreased by $5,555,000 to $21,173,000 as compared to the corresponding period a year ago.  Selling, general and administrative expenses represented 15% of revenues in the current period compared to 16% for the corresponding period in the prior year.  The decrease in selling, general and administrative expenses from the prior period was the result of a decrease in incentive compensation expense of $4,312,000 related primarily to the reversal of certain long term incentive accruals for the President and Chief Executive Officer who announced his retirement during the year as well as a reduction in the number of senior executives receiving long-term incentive compensation benefits as compared to the prior year.  In addition, there was a decrease in payroll and payroll-related costs of $753,000 attributable to decreased headcount and a decrease of $376,000 in travel related expenses.  Offsetting these decreases were increases in consulting fees during the year of $542,000.

Company funded research and development expenses for the third quarter of fiscal 2013 decreased by $871,000 to $5,242,000 as compared to the corresponding period a year ago.  Research and development expenses represented 10% of revenues in the current quarter compared to 11% for the corresponding period in the prior year.   Research and development activities performed in the quarter focused on the development of new products, product options and product enhancements.

Company funded research and development expenses for the first nine months of fiscal 2013 increased by $135,000 to $18,862,000 as compared to the corresponding period a year ago.  Research and development expenses represented 13% of revenues in the current period compared to 11% for the corresponding period in the prior year. Research and development expenses increased as compared to the prior period due to an increase in labor resources focused on research and development programs and an increase in subcontracted engineering services during the period which related primarily to one current research and development program.   Research and development activities performed in the period focused on the development of new products, product options and product enhancements.

Other income (expense) was $54,000 of income for the third quarter of fiscal 2013 as compared to $176,000 of income for the corresponding period a year ago.

Other income (expense) was $159,000 of income for the first nine months of fiscal 2013 as compared to $410,000 of income for the corresponding period a year ago.

We reported pre-tax income of $9,232,000 in the third quarter of fiscal 2013 as compared to pre-tax income of $11,417,000 in the corresponding period due to the factors described above.

We reported pre-tax income of $25,294,000 in the first nine months of fiscal 2013 as compared to pre-tax income of $30,423,000 in the corresponding period due to the factors described above.

Our effective tax rate remained constant at 34% for both the three and nine months periods ended December 31, 2012 and for the each of the corresponding periods a year ago.

We had net income of $6,093,000 for the third quarter of fiscal 2013 as compared to net income of $7,535,000 in the third quarter of fiscal 2012.  We had net income of $16,694,000 for the first nine months of fiscal 2013 as compared to net income of $20,079,000 for the first nine months of fiscal 2012. Each of the significant factors contributing to these results are noted in the above sections.

Liquidity and Capital Resources

Our sources of capital include, but are not limited to, our cash flows from operations and cash received from stock issuances related to option exercises.  We believe that our operating cash flows and cash and investments on hand are sufficient to fund our working capital requirements, capital expenditures, income tax obligations, dividends to our shareholders and performance guarantee collateralizations for the foreseeable future and also to fund stock repurchases as desired.

Summary of Cash Activities

Cash and cash equivalents increased by $9,780,000 to $34,149,000 at December 31, 2012 compared to $24,369,000 at March 31, 2012. This increase is attributable primarily to:

1)              net income of $16,694,000 for the period adjusted for $9,483,000 in non-cash expenditures which included depreciation expense, stock based compensation, deferred income taxes, amortization of bond premiums, contract losses and inventory and accounts receivable reserves;

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2)              net proceeds from sales and maturities of short-term investments of $50,795,000; and

3)              an increase of $9,580,000 in customer deposits during the period due to the timing of milestone payments on certain fixed price contracts.

Offsetting these inflows were cash outflows including:

1)              the repurchase of 816,573 shares of the Company’s common stock for $45,347,000 during the period;

2)              an increase of $14,907,000 in accounts receivable due the timing of invoicing of milestones on certain fixed price contracts;

3)              the payment of $12,760,000 in common stock dividends during the year as part of our quarterly dividend program;

4)              a net increase of $1,384,000 in restricted cash and investments due to an increase in the amount of outstanding letters of credit; and

5)              net capital expenditures of $2,500,000 during the period attributable primarily to software and equipment purchases, and leasehold improvements made during the period.

In the normal course of business, we may provide certain customers and potential customers with performance guarantees, which are generally backed by standby letters of credit. In general, we would only be liable for the amount of these guarantees in the event of default in the performance of our obligations; the probability of which management believes is low.   As of December 31, 2012, we had outstanding $32,466,000 in standby letters of credit.  These outstanding standby letters of credit are cash-secured at amounts ranging from 52% to 67% of the outstanding letters of credit, resulting in a restricted cash balance of $17,273,000 at December 31, 2012 of which $1,091,000 was considered long-term restricted cash due to the expiration date of the underlying letters of credit.

Recent Developments

On February 11, 2013, the Company announced plans for a reduction in workforce to take place in the fourth quarter of fiscal 2013 to right-size the organization as it plans for fiscal 2014. 

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in the quantitative and qualitative information about market risk since the end of our most recent fiscal year.  For further information, see Item 7A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2012, as filed with the Securities and Exchange Commission on June 8, 2012.

ITEM 4 — CONTROLS AND PROCEDURES

a)   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 Rule 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, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance 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 periods 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.

b)   Changes in internal control over financial reporting

There have been no changes in our internal control over financial reporting as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1A — RISK FACTORS

You should carefully review and consider the information regarding certain factors which could materially affect our business, financial condition or future results set forth under Item 1A. “Risk Factors” in our Form 10-K for the fiscal year ended March 31, 2012 as filed with the Securities and Exchange Commission on June 8, 2012. There have been no material changes from the factors disclosed in our Form 10-K for the year ended March 31, 2012, although we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the Securities and Exchange Commission.

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ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about our purchases during the quarter ended December 31, 2012 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.

(1)          On August 2, 2012, the Board of Directors announced the approval of a stock repurchase program which authorized the Company to purchase up to $35.0 million of shares of its common stock from time to time on the open market or in privately negotiated transactions.  This stock repurchase program has no specified expiration date.

ITEM 6 — EXHIBITS

The exhibits listed on the Exhibit Index immediately following the signature page to this Quarterly Report on Form 10-Q are incorporated herein by reference, and are filed or furnished as part of this Quarterly Report on Form 10-Q.

The information required by Exhibit Item 11 (Statement re: Computation of Income per Common and Common Equivalent Share) may be found in Note 4 to the Unaudited Condensed Consolidated Financial Statements in this quarterly report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

*   Filed herewith.

+  Furnished herewith.

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