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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 September 30, 2011

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 November 2, 2011 was 8,917,764.

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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

(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 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, 2011, as filed with the Securities and Exchange Commission on June 9, 2011.

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 quarterly 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 September 30, 2011 or March 31, 2011.

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, 2011.  There have been no changes to our critical accounting policies during the three and six months ended September 30, 2011.

Comprehensive Income

Comprehensive income is comprised of the following:

Stock Repurchase Program

The Board of Directors previously 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.  During the six months ended September 30, 2011, a total of 256,201 shares were repurchased and retired at an average price of $62.15 per share.   As of September 30, 2011, the maximum dollar value of shares that may still be purchased under the program was $4,131,000.

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Dividends

On November 7, 2011, the Company declared a cash dividend of $0.50 per share. The dividend will be paid on December 1, 2011 to all shareholders of record at the close of business on November 21, 2011.  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, 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, high quality U.S. treasury bills, high quality money market funds, and certificates of deposit.

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2009-14, Revenue Recognition (Topic 605)—Applicability of AICPA Statement of Position 97-2 to Certain Arrangements That Include Software Elements (ASU 2009-14). ASU 2009-14 excludes tangible products containing software components and non-software components that function together to deliver the product’s essential functionality from the scope of FASB Accounting Standards Codification (“ASC”) 605-985, Software-Revenue Recognition. ASU 2009-14 is to be applied on a prospective basis to revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company adopted the provisions of ASU 2009-14 effective April 1, 2011.  This adoption had no impact on the Company’s consolidated financial statements.

2.   ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company accounts for stock-based awards made to its employees and Board of Directors in accordance with 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 $597,000 and $1,539,000 of stock-based compensation costs in the consolidated statements of operations for the three months ended September 30, 2011 and September 30, 2010, respectively. The Company recognized $1,204,000 and $2,563,000 of stock-based compensation costs in the consolidated statements of operations for the six months ended September 30, 2011 and September 30, 2010, respectively. The income tax benefit recognized related to this compensation for the three months ended September 30, 2011 and September 30, 2010 was approximately $202,000 and $532,000, respectively.  The income tax benefit recognized related to this compensation for the six months ended September 30, 2011 and September 30, 2010 was approximately $409,000 and $895,000, respectively

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

The Company deems the Black-Scholes option pricing model as the most appropriate method for determining the estimated fair value for the 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 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 was based on the assumption that the Company would continue paying dividends on its common stock at the same rate for the foreseeable future.

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There were no options granted in the six month period ended September 30, 2011. There were 56,181 options granted in the six month period ended September 30, 2010.  The fair value of the options at date of grant was estimated with the following assumptions for grants made during the period presented:

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 September 30, 2011: 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 authorized under these plans. As of September 30, 2011, 290,000 shares 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.

Stock Options

The following tables summarize stock option activity for the six months ended September 30, 2011.

Information related to the stock options outstanding as of September 30, 2011 is as follows:

As of September 30, 2011, there was approximately $18,000 of unrecognized compensation costs related to options granted. This cost is expected to be recognized over a weighted average period of 1.7 years.   Non-vested common stock options are subject to the risk of forfeiture until the fulfillment of specified conditions.

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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 bonus which vests or is 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 September 30, 2011 there was $1,798,000 of total unrecognized compensation cost related to non-vested restricted stock and stock unit awards granted under the Company’s stock plans. This cost is expected to be recognized over a weighted average period of 1.2 years.

The following table summarizes the status of the Company’s non-vested restricted stock and stock unit awards for the six months ended September 30, 2011:

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 September 30, 2011 and March 31, 2011 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 September 30, 2011 and September 30, 2010, common stock equivalents of 61,000 and 77,000, respectively, are excluded from diluted earnings per share, as their effect is anti-dilutive. For the six months ended September 30, 2011 and September 30, 2010, common stock equivalents of 57,000 and 78,000, respectively, are excluded from diluted earnings per share, as their effect is anti-dilutive.

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5.   CREDIT FACILITIES

The Company had in place a Loan and Security Agreement with Silicon Valley Bank which provided a $30.0 million facility to support routine letters of credit and working capital needs.  This Loan and Security Agreement expired on November 12, 2010; the Company did not renew this facility given the cash flows provided from operations and the Company’s available cash and investments balance.

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 September 30, 2011, the Company had outstanding $24,806,000 in standby letters of credit.  During the quarter ended June 30, 2011, the Company’s bank reduced the collateral requirement on these standby letters of credit.   These outstanding standby letters of credit are now cash-secured at amounts ranging from 52.5% to 65% of the outstanding letters of credit.  This resulted in a restricted cash balance of $14,521,000 at September 30, 2011 of which $2,000,000 was considered long-term restricted cash due to the expiration date of the underlying letters of credit.

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, its categorization 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.

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The following table presents the financial assets and liabilities the Company measures at fair value on a recurring basis, based on the fair value hierarchy as of September 30, 2011 and March 31, 2011:

These investments are classified as available-for-sale and are recorded at their fair market values using the specific identification method. As of September 30, 2011, 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 three and six months ended September 30, 2011 and September 30, 2010, respectively. The unrealized holding gains or losses on these securities are included as a component of other comprehensive income, as disclosed in Note 1.

7.  DERIVATIVE FINANCIAL INSTRUMENTS

The Company purchased in the fourth quarter of fiscal year 2010, a foreign currency put option contract to manage the risk associated with foreign currency exchange rate fluctuations on a then-anticipated obligation and transaction.  The foreign currency put option contract was paid in full at execution and was related to the Company’s activities in Europe. The put option contract provided the Company with the option to exchange Euros for U.S. dollars at a fixed exchange rate such that, if the Euro were to depreciate against the U.S. dollar to predetermined levels as set by the contract, the Company could exercise its option and mitigate its foreign currency exchange losses. This contract did not qualify for hedge accounting treatment and was marked-to-market through the results of operations until it was settled.  This contract was sold during the second quarter ending September 30, 2010.  The Company recorded net mark-to-market income (expense) for this contract of ($1,020,000) and $122,000 in the three and six months

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ended September 30, 2010, respectively, which is included in other income and expense in the Condensed Consolidated Statements of Operations.  The Company had no option contracts outstanding during the three and six months ended September 30, 2011.

8.   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 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.

The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending March 31, 2008 through 2010 and for various state taxing authorities for the years ending March 31, 2006 through 2010.  The Company believes that there were no material uncertain tax positions that required a reserve as of September 30, 2011.

9.     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 six months ended September 30, 2011 and 2010 was as follows:

10.   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.

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.

11.   COMMITMENTS AND CONTINGENCIES

Deferred Revenue

The Company offers to its customers extended warranty and service contracts. 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.

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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.  Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects”, “intends”, “should” and similar expressions are intended to identify 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 second quarter of fiscal year ending March 31, 2012, or fiscal 2012, decreased to $54,778,000 compared to revenues of $80,637,000 for the second quarter of fiscal 2011. We reported operating income of $10,205,000 for the second quarter of fiscal 2012 compared to $23,622,000 for the second quarter of fiscal 2011.  Net income for the second quarter of fiscal 2012 was $6,851,000 ($0.74 per share, on a diluted basis) compared to net income of $14,669,000 ($1.59 per share, on a diluted basis) for the second quarter of fiscal 2011. These results represent a 32% decrease in revenues, a 53% decrease in net income, and a $0.85 decrease in earnings per share when compared to results for the second quarter of the fiscal 2011, which remains the Company’s record quarter for revenues, net income, and earnings per share.

Net sales and contract revenues for the first six months of fiscal 2012 decreased by 21% to $105,881,000 compared to revenues of $134,280,000 for the first six months of fiscal 2011. We reported operating income of $18,772,000 for the first six months of fiscal 2012 compared to $32,611,000 for the first six months of fiscal 2011.  Net income for the first six months of fiscal 2012 was $12,544,000 ($1.35 per share, on a diluted basis) compared to net income of $21,470,000 ($2.33 per share, on a diluted basis) for the first six months of fiscal 2011.

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.

The critical accounting policies we identified in our most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2011 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 9, 2011.  There have been no changes to our critical accounting policies during the three and six months ended September 30, 2011.

Results of Operations

Net revenues for the second quarter ended September 30, 2011 decreased by $25,859,000 to $54,778,000 compared to the record revenues of $80,637,000 for the second quarter of fiscal 2011.  This decrease is attributable primarily to a decrease of $27,330,000 in product sales and contract revenues.  Factors contributing to the product sales and contract revenues decrease include: 1) a decrease of $16,731,000 in Z Backscatter system revenues as compared to the corresponding prior year period due to a lower number of units being delivered in the period as compared to the prior year; and 2) a decrease of $11,654,000 in Cargo Inspection system revenues as compared to the corresponding prior year period attributable to a decrease in the number of systems delivered and under construction as compared to the prior year.  These decreases were offset in part by an increase of $1,720,000 in Parcel and Personnel Inspection system revenues due primarily to one large multi-unit system order fulfilled during the second quarter of fiscal 2012.  Contract research and development and aftermarket part revenues remained relatively flat as compared to the prior period.  Service revenues increased by $1,471,000 to $22,403,000 compared to the second quarter of fiscal 2011 due primarily to increased fixed price service contract revenue as a greater number of systems were under contract as compared to the prior year period.

Net revenues for the six months ended September 30, 2011 decreased by $28,399,000 to $105,881,000 compared to the corresponding period a year ago.  This decrease is attributable primarily to a decrease of $30,755,000 in product sales and contract

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revenues.  Factors contributing to the product sales and contract revenues decrease include: 1) a $23,353,000 decrease in Z Backscatter systems revenues on lower volume; and 2) a decrease of $16,498,000 in Cargo Inspection system revenues as compared to the corresponding prior year period attributable to a decrease in the number of systems delivered and comparably fewer systems under construction on certain contracts recognized on a percentage of completion basis; and 3) a decrease of $551,000 in aftermarket parts revenues as compared to the prior year due to lower volume.  These decreases were offset somewhat by an increase of $9,539,000 in Parcel and Personnel Inspection system revenues due to certain large orders fulfilled in the period.   Contract research and development revenues remained relatively flat as compared to the prior period.   Service revenues increased by $2,356,000 to $44,457,000 compared to the six months ended September 30, 2010 due primarily to increased service contract revenue as a greater number of systems were under contract as compared to the prior year period.

Total cost of sales and contracts for the second quarter of fiscal 2012 decreased by $11,136,000 to $29,657,000 as compared to the corresponding period a year ago. Cost of sales and contracts related to product revenues decreased by $12,466,000 to $17,309,000 as compared to the corresponding period a year ago.  Cost of product sales and contract revenues represented 54% of revenues versus 50% of revenues for the corresponding period last year.  The resultant decrease in gross margin percentage from the prior year is due primarily to decreased margins from the Parcel and Personnel Inspection product group due to inventory reserves accrued for during the period and decreased margins on aftermarket part sales during the period.   These margin declines were offset in part by improved margins from Z Backscatter systems product line due to the mix of higher margin options on systems delivered in the period and improved margins on the Cargo Inspection systems product line during the period   The cost of service revenues for the quarter ended September 30, 2011 increased by $1,330,000 to $12,348,000 as compared to the corresponding period a year ago.  Cost of service revenues increased to 55% of revenues from 53% of revenues in the corresponding period due primarily to increased labor costs to support systems under fixed price contracts during the period.

Total cost of sales and contracts for the six months ended September 30, 2011 decreased by $13,766,000 to $56,858,000 as compared to the corresponding period a year ago. Cost of sales and contracts related to product revenues decreased by $16,035,000 to $32,530,000 as compared to the corresponding period a year ago.  Cost of product sales and contract revenues remained constant at 53% of revenues in the six months ended September 30, 2011 and the six months ended September 30, 2010.  Although the gross margin percentage remained flat over the two periods, there was a shift in product mix between the two periods with a greater percentage of revenues derived from the lower margined Parcel and Personnel Inspection product line offset by improved margins from the Z Backscatter system product line.    The cost of service revenues for the six months ended September 30, 2011 increased by $2,269,000 to $24,328,000 as compared to the corresponding period a year ago.   Cost of service revenues represented 55% of revenues in the six months ended September 30, 2011 as compared to 52% of revenues for the six months ended September 30, 2010.  This increase in costs is attributable to increased labor and third party support costs to support systems under fixed price contracts during the period.

Selling, general and administrative expenses for the second quarter of fiscal 2012 decreased by $2,618,000 to $8,379,000 as compared to the corresponding period a year ago.  Selling, general and administrative expenses represented 15% of revenues in the current period compared to 14% for the corresponding period last year.  The decrease in selling, general and administrative expenses from the prior period was primarily the result of:  1) a decrease in incentive compensation expense of $2,395,000; and 2) a decrease in legal fees of $321,000 from the prior year related to due diligence activities on a potential acquisition that was later abandoned.   These decreases were offset in part by an increase in payroll and payroll-related costs of $313,000 attributable to increased headcount.

Selling, general and administrative expenses for the six months ended September 30, 2011 decreased by $3,173,000 to $17,637,000 as compared to the corresponding period a year ago.  Selling, general and administrative expenses represented 17% of revenues in the current period compared to 16% for the corresponding period last year.  The decrease in selling, general and administrative expenses over the prior period was primarily the result of:  1) a decrease in incentive compensation expense of $2,793,000; 2) a decrease in legal fees of $909,000 from the prior year related to due diligence activities on a potential acquisition that was later abandoned; and 3) a decrease in consulting and other professional fees of $231,000 from the prior year.   These decreases were offset in part by an increase in payroll and payroll-related costs of $736,000 attributable to increased headcount.

Company-funded research and development expenses for the second quarter of fiscal 2012 increased by $1,312,000 to $6,537,000 as compared to the corresponding period last year.  Research and development expenses represented 12% of revenues in the current quarter compared to 6% for the corresponding period last year.  The increase in research and development expenses in the quarter was attributable to increased labor resources being expended on research and development efforts.  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 six months ended September 30, 2011 increased by $2,379,000 to $12,614,000 as compared to the corresponding period last year.  Research and development expenses represented 12% of revenues for the six months ended September 30, 2011 as compared to 8% for the corresponding period last year.  The increase in research and development expenses in the period was attributable to increased labor resources being expended on research and development efforts during the period.  Research and development activities performed in the period focused on the development of new product

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options and product enhancements.

Other income (expense) was $175,000 of income for the second quarter of fiscal 2012 as compared to $975,000 of expense for the corresponding period a year ago.   This increase in other income is attributable primarily to a foreign currency put option contract held in the prior year which depreciated significantly during the second quarter of the prior year resulting in mark to market loss of $1,020,000 due to the volatility of the Euro during such period.  This option contract did not qualify for hedge accounting treatment under the Derivatives and Hedging Topic of the FASB ASC. Therefore, all gains or losses on the foreign currency put option contract were recorded in our Condensed Consolidated Statements of Operations.  This contract was sold during the second quarter ending September 30, 2010. The Company had no option contracts outstanding as of and for the quarter ended September 30, 2011.

Other income (expense) was $234,000 of income for the six months ended September 30, 2011 as compared to $419,000 of income for the corresponding period a year ago.  This decrease in other income is attributable primarily to the foreign currency put option contract held in the prior year which appreciated slightly during first six months of the prior year resulting in mark to market gain of $122,000 in the period due to the volatility of the Euro during such period.  This contract was sold during the second quarter ending September 30, 2010. The Company had no option contracts outstanding as of and for the six months ended September 30, 2011.

We reported pre-tax income of $10,380,000 in the three months ended September 30, 2011 as compared to pre-tax income of $22,647,000 in the corresponding period due to the factors described above.  We reported pre-tax income of $19,006,000 in the six months ended September 30, 2011 as compared to pre-tax income of $33,030,000 in the corresponding period due to the factors described above.

Our effective tax rate for the three months ended September 30, 2011 was 34.0% as compared to 35.2% for the corresponding period a year ago. Our effective tax rate for the six months ended September 30, 2011 was 34.0% as compared to 35.0% for the corresponding period a year ago.   This decline in the tax rate for the quarter is attributable primarily to an increase in research and development tax credits as compared to the prior period.  There were no research and development tax credits estimated in the effective tax rate in the three and six months ended September 30, 2010, as the prior research and development tax credit program had expired.  The tax credit was reinstated in the third quarter of fiscal 2011 retroactively to the beginning of the year.

We had net income of $6,851,000 for the second quarter of fiscal 2012 as compared to net income of $14,669,000 in the second quarter of fiscal 2011.   We had net income of $12,544,000 for the six months ended September 30, 2011 as compared to net income of $21,470,000 in the six months ended September 30, 2010.   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, performance guarantee collateralizations, and share repurchases for the foreseeable future.

Summary of Cash Activities

Cash and cash equivalents decreased by $35,150,000 to $24,994,000 at September 30, 2011 compared to $60,144,000 at March 31, 2011. This decrease is attributable primarily to:

1)              net purchases of short-term investments of $53,403,000 during the period;

2)              the repurchase of 256,201 shares of the Company’s common stock for $15,923,000 during the period

3)              a decrease of $8,435,000 in accrued expenses and other liabilities due primarily to the payment of fiscal year-end bonuses during the year;

4)              the payment of $5,505,000 in common stock dividends during the year as part of our quarterly dividend program;

5)              net capital expenditures of $2,980,000 during the period attributable primarily to hardware and software purchases during the period; and

6)              an increase in prepaid expenses and other assets of $2,845,000 attributable to prefunding related to the Company’s stock repurchase program and the timing of vendor payments for certain annual insurance and maintenance contracts.

Offsetting these outflows were other cash inflows including:

1)              the net income earned in the period of $12,544,000;

2)              a net decrease of $14,939,000 in restricted cash and investments, due to our bank’s reduction of the collateral requirement on outstanding standby letters of credit during the period;

3)              an increase of $9,264,000 in customer deposits during the period due to the timing of milestone payments on certain fixed

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price contracts;

4)              a decrease of $6,800,000 in unbilled accounts receivable in the quarter as milestones on certain contracts were achieved and billed during the period;

5)              a decrease of $3,059,000 in accounts receivable as outstanding invoices were collected during the period;

6)              an increase of $2,425,000 in deferred revenue due to the timing of contract renewals in the period; and

7)              proceeds from the exercise of stock options of $2,835,000 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 September 30, 2011, we had outstanding $24,806,000 in standby letters of credit.  During the quarter ended June 30, 2011, our bank reduced the collateral requirement on these standby letters of credit.   These outstanding standby letters of credit are now cash-secured at amounts ranging from 52.5% to 65% of the outstanding letters of credit.  This resulted in a restricted cash balance of $14,521,000 at September 30, 2011 of which $2,000,000 was considered long-term restricted cash due to the expiration date of the underlying letters of credit.

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, 2011, as filed with the Securities and Exchange Commission on June 9, 2011.

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, 2011 as filed with the Securities and Exchange Commission on June 9, 2011. There have been no material changes from the factors disclosed in our Form 10-K for the year ended March 31, 2011, 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.

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

The following table provides information about our purchases during the quarter ended September 30, 2011 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.