Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | AMERICAN SCIENCE & ENGINEERING, INC. | |
Entity Central Index Key | 5,768 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 7,138,104 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 74,104 | $ 81,571 |
Restricted cash | 7,989 | 6,809 |
Accounts receivable, net of allowances of $824 and $797 at June 30, 2016 and March 31, 2016, respectively | 21,837 | 19,086 |
Unbilled costs and fees | 2,107 | 2,250 |
Inventories, net | 39,465 | 38,440 |
Prepaid expenses and other current assets | 7,026 | 7,755 |
Total current assets | 152,528 | 155,911 |
Equipment and leasehold improvements, net | 6,087 | 6,477 |
Restricted cash | 437 | 437 |
Deferred income taxes | 9,274 | 8,181 |
Other assets | 211 | 223 |
Total assets | 168,537 | 171,229 |
Current liabilities: | ||
Accounts payable | 5,550 | 5,327 |
Accrued salaries and benefits | 4,334 | 4,565 |
Accrued warranty costs | 226 | 174 |
Deferred revenue | 7,733 | 8,700 |
Customer deposits | 13,926 | 12,787 |
Other current liabilities | 3,944 | 3,203 |
Total current liabilities | 35,713 | 34,756 |
Deferred revenue | 3,803 | 4,508 |
Other long-term liabilities | 1,110 | 842 |
Total liabilities | 40,626 | 40,106 |
Stockholders' equity: | ||
Preferred stock, no par value, 100,000 shares authorized; no shares issued | ||
Common stock, $0.66 2/3 par value, 20,000,000 shares authorized; 7,138,104 and 7,137,081 shares issued and outstanding at June 30, 2016 and March 31, 2016, respectively | 4,758 | 4,757 |
Capital in excess of par value | 2,104 | 1,772 |
Retained earnings | 121,049 | 124,594 |
Total stockholders' equity | 127,911 | 131,123 |
Total liabilities and stockholders' equity | $ 168,537 | $ 171,229 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowances (in dollars) | $ 824 | $ 797 |
Preferred stock, no par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.6666 | $ 0.6666 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 7,138,104 | 7,137,081 |
Common stock, shares outstanding | 7,138,104 | 7,137,081 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Net sales and contract revenues: | ||
Net product sales and contract revenues | $ 16,116 | $ 19,141 |
Net service revenues | 12,101 | 12,303 |
Total net sales and contract revenues | 28,217 | 31,444 |
Cost of sales and contracts: | ||
Cost of product sales and contracts | 8,612 | 10,620 |
Cost of service revenues | 6,380 | 6,398 |
Total cost of sales and contracts | 14,992 | 17,018 |
Gross profit | 13,225 | 14,426 |
Expenses: | ||
Selling, general and administrative expenses | 8,053 | 8,270 |
Research and development costs | 5,095 | 6,889 |
Total operating expenses | 13,148 | 15,159 |
Operating income (loss) | 77 | (733) |
Other income (expense): | ||
Interest and investment income | 88 | 34 |
Other expense, net | (86) | (93) |
Total other income (expense) | 2 | (59) |
Income (loss) before provision for (benefit from) income taxes | 79 | (792) |
Provision for (benefit from) income taxes | 25 | (277) |
Net income (loss) | 54 | (515) |
Other comprehensive income (loss): | ||
Unrealized gain on available for sale securities (net of tax) | 1 | |
Comprehensive income (loss) | $ 54 | $ (514) |
Income (loss) per share - Basic (in dollars per share) | $ 0.01 | $ (0.07) |
Income (loss) per share - Diluted (in dollars per share) | $ 0.01 | $ (0.07) |
Weighted average shares - Basic (in shares) | 7,135 | 7,161 |
Weighted average shares - Diluted (in shares) | 7,136 | 7,161 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 54 | $ (515) |
Adjustments to reconcile net income (loss) to net cash used for operating activities: | ||
Depreciation and amortization | 653 | 1,006 |
Provisions for contracts, inventory and accounts receivable reserves | 101 | 35 |
Amortization of bond premium | 34 | |
Stock compensation expense | 588 | 334 |
Deferred income taxes | (1,093) | |
Other | 6 | |
Changes in assets and liabilities: | ||
Accounts receivable | (2,778) | (3,114) |
Unbilled costs and fees | 143 | (2,475) |
Inventories | (1,099) | 3,706 |
Prepaid expenses and other assets | 741 | 1,101 |
Accounts payable | 223 | (3,141) |
Customer deposits | 1,139 | (2,474) |
Deferred revenue | (1,672) | 309 |
Accrued expenses and other liabilities | 830 | (645) |
Net cash used for operating activities | (2,164) | (5,839) |
Cash flows from investing activities: | ||
Proceeds from sales and maturities of short-term investments | 3,380 | |
Purchases of property and equipment, net | (269) | (258) |
Net cash (used for) provided by investing activities | (269) | 3,122 |
Cash flows from financing activities: | ||
(Increase) decrease in restricted cash | (1,180) | 855 |
Repurchase of shares of common stock | (154) | (2,263) |
Reduction in income taxes due to the tax impact of employee stock options | (103) | |
Payment of common stock dividend | (3,597) | (3,611) |
Net cash used for financing activities | (5,034) | (5,019) |
Net decrease in cash and cash equivalents | (7,467) | (7,736) |
Cash and cash equivalents at beginning of period | 81,571 | 68,835 |
Cash and cash equivalents at end of period | $ 74,104 | $ 61,099 |
GENERAL
GENERAL | 3 Months Ended |
Jun. 30, 2016 | |
GENERAL | |
GENERAL | 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, 2016, or fiscal 2016, as filed with the Securities and Exchange Commission on May 24, 2016. 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, force protection, public safety and other critical defense and security applications. The Company provides maintenance, warranty, engineering, and training and operator services related to these products. The Company has one reporting segment, X-ray detection solutions. 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. 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, 2016. There have been no changes to the Company’s critical accounting policies during the three months ended June 30, 2016. Proposed Merger On June 20, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with OSI Systems, Inc., a Delaware corporation (“OSI”), and its newly formed, wholly owned subsidiary, Apple Merger Sub, Inc., a Massachusetts corporation (“Merger Sub”), providing for, subject to the terms and conditions of the Merger Agreement, the acquisition of the Company by OSI at a price of $37.00 per share in cash, without interest and subject to deduction for any required tax withholding (the “Merger Consideration”), through the merger of Merger Sub into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of OSI. In connection with the Merger, each share of the Company’s common stock, par value $0.66 2 / 3 (each, a “Share”) issued and outstanding immediately prior to the effective time of the merger (the “Effective Time”) (other than Shares owned by OSI, Merger Sub or any subsidiary of OSI or the Company immediately prior to the Effective Time or Shares held by a shareholder who has not voted in favor of the Merger Agreement or the Merger or consented thereto in writing and has perfected and not withdrawn a demand for appraisal rights of such Shares in accordance with the Massachusetts Business Corporation Act) will be canceled and extinguished and automatically converted into the right to receive the Merger Consideration. During the period before the closing of the Merger or termination of the Merger Agreement, the Company is not permitted to pay any further dividends or make any distributions on its capital stock, or to purchase, retire, redeem or otherwise acquire any shares of its capital stock (subject to limited exceptions with respect to shares issued pursuant to stock incentive plans), without the prior consent of OSI. Completion of the Merger is subject to customary closing conditions, including (i) approval of the Merger by the holders of two-thirds of the outstanding Shares, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence in the United States of any order, statute, rule or injunction being in effect that would prohibit consummation of the Merger, (iv) the accuracy of the Company’s and OSI’s representations and warranties, subject to the standards set forth in the Merger Agreement, (v) compliance in all material respects by the Company and OSI with their respective covenants and (vi) the absence of a material adverse effect on the Company. Each party has agreed to use best efforts to cause the Merger to be consummated and to obtain antitrust approvals. To the extent required to obtain such approvals, OSI has agreed to propose, negotiate, offer to commit and effect divestitures and similar restraints with respect to the assets or businesses of OSI or the Company, except that OSI shall not be required to sell, divest or dispose of assets of the Company’s cargo and/or mobile cargo inspection system businesses, license any Company intellectual property, provide any transition services, or initiate or participate in litigation with respect to any such matters. The Merger Agreement contains certain termination rights for both the Company and OSI, including if the Merger is not consummated by December 20, 2016 (the “Outside Date”); provided that the Outside Date may be extended to obtain antitrust clearance (i) by three months upon the election of OSI in its sole discretion and (ii) an additional three months thereafter upon the mutual consent of OSI and the Company. Under the Merger Agreement, the Company is entitled to receive a termination fee of $11 million if all closing conditions other than those relating to antitrust approval for the Merger have been obtained by the Outside Date, as it may be extended, and the Merger Agreement is terminated by OSI or the Company. In addition, the Company is required to pay OSI a termination fee of $11 million if (i) the Merger Agreement is terminated by (a) OSI if the Company’s board of directors changes its recommendation in respect of the Merger or the Company enters into an alternative definitive acquisition agreement or (b) the Company to accept a superior proposal prior to obtaining shareholder approval, or (ii) (a) an alternative transaction or proposal to acquire the Company is publicly made, (b) the Merger Agreement is terminated (x) as a result of the failure of the Merger to occur by the Outside Date, (y) because the Company’s shareholders shall not have approved the Merger or (z) as a result of a material breach by the Company, and (c) within 12 months following the termination of the Merger Agreement the Company enters into a contract providing for the acquisition of the Company or otherwise consummates such a transaction. On July 15, 2016, the Company filed a definitive proxy statement establishing the date of the special meeting of stockholders as August 31, 2016 to vote (i) to approve the merger agreement; (ii) to approve, on a nonbinding advisory basis, the “golden parachute” compensation that may be payable to our named executive officers in connection with the merger; and (iii) to approve one or more adjournments of the special meeting, if necessary or appropriate in the view of the board of directors of the Company, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement. Stock Repurchase Program On May 7, 2013, the Board of Directors announced the approval of its fifth Stock Repurchase Program which authorized the Company to repurchase up to $35 million of shares of its common stock from time to time on the open market or in privately negotiated transactions. On December 1, 2014, the Board of Directors announced an expansion of this stock repurchase program increasing the program authorization to $50 million of shares of its common stock. During the three months ended June 30, 2016, the Company repurchased 5,600 shares of its common stock at an average price of $27.50. As of June 30, 2016, the remaining balance available under the Stock Repurchase Program was $10,201,000. Under the terms of the Merger Agreement, during the period before the closing of the Merger or termination of the Merger Agreement, the Company is not permitted to purchase, retire, redeem or otherwise acquire any shares of its capital stock (subject to limited exceptions with respect to shares issued pursuant to stock incentive plans) without the prior consent of OSI. Dividends Three Months Ended (In thousands) June 30, 2016 June 30, 2015 Dividends declared $ $ Dividends paid $ $ Under the terms of the Merger Agreement, during the period before the closing of the Merger or termination of the Merger Agreement, the Company is not permitted to pay any further dividends or make any distributions on its capital stock without the prior consent of OSI. 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 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 money market funds, investment grade corporate debentures/bonds, U.S. government agency bonds, commercial paper, U.S. treasury bills and certificates of deposit. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue From Contracts With Customers , which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue in an amount that reflects the consideration to which an entity expects to be entitled in exchange for the goods or services transferred to its customers. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The guidance is effective for annual periods beginning on or after December 15, 2017 (early adoption for annual periods beginning on or after December 15, 2016 is permitted). The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In January 2015 the FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items, which eliminates from U.S. GAAP the concept of extraordinary items. Entities may apply the amendments prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. ASU No. 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory , which requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. It is effective for annual reporting periods beginning after December 15, 2016. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740) , which eliminates the current requirement for companies to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016 (our fiscal year 2018), including interim periods within that reporting period. The Company opted to adopt the provisions of ASU 2015-17 for the fiscal year ended March 31, 2016 on a prospective basis. The adoption of ASU 2015-17 did not have a material effect on the Company’s financial position and resulted in the classification of the net tax position as a long-term asset in the Consolidated Balance Sheet at March 31, 2016. In February 2016, the FASB issued ASU 2016-02, Leases which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements. |
ACCOUNTING FOR STOCK-BASED COMP
ACCOUNTING FOR STOCK-BASED COMPENSATION | 3 Months Ended |
Jun. 30, 2016 | |
ACCOUNTING FOR STOCK-BASED COMPENSATION | |
ACCOUNTING FOR STOCK-BASED COMPENSATION | 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 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 the grant date fair value over the requisite service period for awards expected to vest. The Company recognized $588,000 and $334,000 of stock-based compensation costs for the three months ended June 30, 2016 and June 30, 2015, respectively. The income tax benefit recognized related to the compensation costs for the three months ended June 30, 2016 and June 30, 2015 was approximately $207,000 and $117,000 respectively. The following table summarizes stock-based compensation costs included in the Company’s consolidated statements of operations and comprehensive income (loss): Three Months Ended (In thousands) June 30, 2016 June 30, 2015 Cost of revenues $ $ ) Selling, general and administrative expenses Total stock-based compensation expense before tax $ $ Stock Option and Other Compensation Plans The Company has various stock option and other compensation plans for directors, officers, and employees. The Company had the following stock plans outstanding as of June 30, 2016: the 2005 Equity and Incentive Plan and the 2014 Equity and Incentive Plan. There are 394,000 shares remaining available for issuance under these plans. Vesting periods are at the discretion of the Board of Directors and typically range from one to three years. Options under these plans are granted at fair market value and have a term of ten years from the date of grant. 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. Stock Options The following tables summarize stock option activity for the three months ended June 30, 2016: Number of Shares Weighted Average Exercise Price ($) Weighted Average Contractual Life (years) Aggregate Intrinsic Value Options outstanding at March 31, 2016 $ Grants — — Exercises — — — Cancellations ) Options outstanding at June 30, 2016 $ Options exercisable at June 30, 2016 Information related to the stock options outstanding as of June 30, 2016 is as follows: Range of Exercise Prices Number of Shares Weighted- Average Remaining Contractual Life (years) Weighted- Average Exercise Price ($) Exercisable Number of Shares Exercisable Weighted- Average Exercise Price ($) $ 60.66-$69.99 $ $ $ 70.00-$75.82 $ 60.66-$75.82 $ $ There were no options granted in the three months ended June 30, 2016. As of June 30, 2016, there was no remaining unrecognized compensation cost related to options granted. 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 units, 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 non-employee directors are granted restricted stock. Restricted stock shares granted to our non-employee directors vest on a pro-rata basis, based on service performed over the non-employee director’s one-year term of service. Certain of the stock and stock unit awards contain rights to receive non-forfeitable dividends. The fair values of the restricted stock and restricted stock unit awards are equal to the fair value of the Company’s common stock on the date of grant. Non-vested restricted stock and restricted stock unit awards are subject to the risk of forfeiture until the fulfillment of specified conditions. As of June 30, 2016, there was $3,075,000 of total unrecognized compensation costs related to non-vested restricted stock and restricted stock unit awards granted under the Company’s stock plans. These costs are expected to be recognized over a weighted average period of 1.4 years. The following table summarizes the status of the Company’s non-vested restricted stock and restricted stock unit awards for the three months ended June 30, 2016: Number of Shares Weighted Average Grant Date Fair Value ($) Outstanding at March 31, 2016 $ Granted Vested ) Forfeited ) Outstanding at June 30, 2016 $ |
INVENTORIES
INVENTORIES | 3 Months Ended |
Jun. 30, 2016 | |
INVENTORIES | |
INVENTORIES | 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 June 30, 2016 and March 31, 2016 were as follows: (In thousands) June 30, 2016 March 31, 2016 Raw materials, completed sub-assemblies, and spare parts $ $ Work-in-process Finished goods Total $ $ |
INCOME PER COMMON AND COMMON EQ
INCOME PER COMMON AND COMMON EQUIVALENT SHARE | 3 Months Ended |
Jun. 30, 2016 | |
INCOME PER COMMON AND COMMON EQUIVALENT SHARE | |
INCOME PER COMMON AND COMMON EQUIVALENT SHARE | 4. INCOME PER COMMON AND COMMON EQUIVALENT SHARE Basic earnings per common share is computed by dividing distributed and undistributed earnings to common stockholders by the weighted average number of shares of common stock outstanding during the period. Share-based payment awards entitling holders to receive non-forfeitable dividends before vesting are considered participating securities and thus are included in the calculation of basic earnings per share under the two-class method. 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 June 30, 2016 and June 30, 2015, common stock equivalents of 177,000 and 195,000 shares, respectively, are excluded from diluted earnings per share, as their effect is anti-dilutive. Three Months Ended (In thousands except per share amounts) June 30, 2016 June 30, 2015 Earnings Per Share - Basic: Net income (loss) $ ) Less: Distributed and undistributed earnings (loss) to unvested restricted stock units ) Distributed and undistributed earnings (loss) to common shareholders — Basic ) Weighted average number of common shares outstanding — basic Net income (loss) per share — basic $ $ ) Earnings Per Share - Diluted: Weighted average number of common shares outstanding Add dilutive effect of potential common shares — Weighted average number of common and potential common shares outstanding — diluted Net income (loss) per share — diluted $ $ ) |
LETTERS OF CREDIT
LETTERS OF CREDIT | 3 Months Ended |
Jun. 30, 2016 | |
LETTERS OF CREDIT | |
LETTERS OF CREDIT | 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 June 30, 2016, the Company had outstanding $15,763,000 in standby letters of credit. These outstanding standby letters of credit are cash-secured at amounts ranging from 52% to 64% of the outstanding letters of credit, resulting in restricted cash balance of $8,426,000 at June 30, 2016, of which $437,000 was considered long-term restricted cash and investments due to the expiration date of the underlying letters of credit. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Jun. 30, 2016 | |
INCOME TAXES | |
INCOME TAXES | 6. 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, 2013 through 2015 and by various state taxing authorities for the years ending March 31, 2012 through 2015. The Company believes that there are no uncertain tax positions that require a reserve as of June 30, 2016. |
GUARANTEES
GUARANTEES | 3 Months Ended |
Jun. 30, 2016 | |
GUARANTEES | |
GUARANTEES | 7. 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 months ended June 30, 2016 and 2015 was as follows: Three Months Ended (In thousands) June 30, 2016 June 30, 2015 Warranty accrual at beginning of period $ $ Accruals for warranties issued during the period Adjustment of preexisting accrual estimates Warranty costs incurred during period ) ) Warranty accrual at end of period $ $ |
LEASE COMMITMENTS
LEASE COMMITMENTS | 3 Months Ended |
Jun. 30, 2016 | |
LEASE COMMITMENTS | |
LEASE COMMITMENTS | 8. 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 October 2014, the Company entered into an amendment of its lease agreement for the Billerica facilities extending the term of the lease through February 28, 2023 with an adjusted rent schedule commencing October 1, 2014. Due to certain provisions of the amended lease agreements which removed certain continuing financing obligations related to the building, it was determined that the lease no longer qualified as a capital lease and as such, the Company removed the capitalized building, associated accumulated depreciation and lease financing liability from its books. The associated gain of $381,000 resulting from the removal of the building from our books was deferred and is being amortized over the modified lease term of the property. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 9. 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 sales and contracts as incurred. Legal Matters The Company continues to cooperate with the Office of the Inspector General (“OIG”) of the U.S. General Services Administration (“GSA”) with respect to a subpoena issued on April 17, 2015. The investigation relates to the Company’s discount practices and compliance with the pricing provisions of the Company’s GSA Schedule contract. AS&E produced responsive materials to the GSA OIG from May 2015 through February 2016. The Company continues to cooperate fully with the investigation and at this time management is unable to predict the outcome of the investigation or estimate the amount of possible loss or range of loss with any certainty. It is possible that the investigation could lead to claims or findings of violations of the False Claims Act in connection with the Company’s GSA contracting activity. Violations of the False Claims Act could result in the imposition of damages, including up to treble damages, plus civil penalties in some cases. The Company has incurred, and will continue to incur, legal costs in connection with the investigation, and could incur other costs, damages or penalties, depending on its outcome, which could be material. |
GENERAL (Policies)
GENERAL (Policies) | 3 Months Ended |
Jun. 30, 2016 | |
GENERAL | |
Nature of Operations and Basis of Presentation | 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, 2016, or fiscal 2016, as filed with the Securities and Exchange Commission on May 24, 2016. 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, force protection, public safety and other critical defense and security applications. The Company provides maintenance, warranty, engineering, and training and operator services related to these products. The Company has one reporting segment, X-ray detection solutions. |
Revenue Recognition | 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. 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, 2016. There have been no changes to the Company’s critical accounting policies during the three months ended June 30, 2016. |
Proposed Merger | Proposed Merger On June 20, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with OSI Systems, Inc., a Delaware corporation (“OSI”), and its newly formed, wholly owned subsidiary, Apple Merger Sub, Inc., a Massachusetts corporation (“Merger Sub”), providing for, subject to the terms and conditions of the Merger Agreement, the acquisition of the Company by OSI at a price of $37.00 per share in cash, without interest and subject to deduction for any required tax withholding (the “Merger Consideration”), through the merger of Merger Sub into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of OSI. In connection with the Merger, each share of the Company’s common stock, par value $0.66 2 / 3 (each, a “Share”) issued and outstanding immediately prior to the effective time of the merger (the “Effective Time”) (other than Shares owned by OSI, Merger Sub or any subsidiary of OSI or the Company immediately prior to the Effective Time or Shares held by a shareholder who has not voted in favor of the Merger Agreement or the Merger or consented thereto in writing and has perfected and not withdrawn a demand for appraisal rights of such Shares in accordance with the Massachusetts Business Corporation Act) will be canceled and extinguished and automatically converted into the right to receive the Merger Consideration. During the period before the closing of the Merger or termination of the Merger Agreement, the Company is not permitted to pay any further dividends or make any distributions on its capital stock, or to purchase, retire, redeem or otherwise acquire any shares of its capital stock (subject to limited exceptions with respect to shares issued pursuant to stock incentive plans), without the prior consent of OSI. Completion of the Merger is subject to customary closing conditions, including (i) approval of the Merger by the holders of two-thirds of the outstanding Shares, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence in the United States of any order, statute, rule or injunction being in effect that would prohibit consummation of the Merger, (iv) the accuracy of the Company’s and OSI’s representations and warranties, subject to the standards set forth in the Merger Agreement, (v) compliance in all material respects by the Company and OSI with their respective covenants and (vi) the absence of a material adverse effect on the Company. Each party has agreed to use best efforts to cause the Merger to be consummated and to obtain antitrust approvals. To the extent required to obtain such approvals, OSI has agreed to propose, negotiate, offer to commit and effect divestitures and similar restraints with respect to the assets or businesses of OSI or the Company, except that OSI shall not be required to sell, divest or dispose of assets of the Company’s cargo and/or mobile cargo inspection system businesses, license any Company intellectual property, provide any transition services, or initiate or participate in litigation with respect to any such matters. The Merger Agreement contains certain termination rights for both the Company and OSI, including if the Merger is not consummated by December 20, 2016 (the “Outside Date”); provided that the Outside Date may be extended to obtain antitrust clearance (i) by three months upon the election of OSI in its sole discretion and (ii) an additional three months thereafter upon the mutual consent of OSI and the Company. Under the Merger Agreement, the Company is entitled to receive a termination fee of $11 million if all closing conditions other than those relating to antitrust approval for the Merger have been obtained by the Outside Date, as it may be extended, and the Merger Agreement is terminated by OSI or the Company. In addition, the Company is required to pay OSI a termination fee of $11 million if (i) the Merger Agreement is terminated by (a) OSI if the Company’s board of directors changes its recommendation in respect of the Merger or the Company enters into an alternative definitive acquisition agreement or (b) the Company to accept a superior proposal prior to obtaining shareholder approval, or (ii) (a) an alternative transaction or proposal to acquire the Company is publicly made, (b) the Merger Agreement is terminated (x) as a result of the failure of the Merger to occur by the Outside Date, (y) because the Company’s shareholders shall not have approved the Merger or (z) as a result of a material breach by the Company, and (c) within 12 months following the termination of the Merger Agreement the Company enters into a contract providing for the acquisition of the Company or otherwise consummates such a transaction. On July 15, 2016, the Company filed a definitive proxy statement establishing the date of the special meeting of stockholders as August 31, 2016 to vote (i) to approve the merger agreement; (ii) to approve, on a nonbinding advisory basis, the “golden parachute” compensation that may be payable to our named executive officers in connection with the merger; and (iii) to approve one or more adjournments of the special meeting, if necessary or appropriate in the view of the board of directors of the Company, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement. |
Stock Repurchase Program and Dividends | Stock Repurchase Program On May 7, 2013, the Board of Directors announced the approval of its fifth Stock Repurchase Program which authorized the Company to repurchase up to $35 million of shares of its common stock from time to time on the open market or in privately negotiated transactions. On December 1, 2014, the Board of Directors announced an expansion of this stock repurchase program increasing the program authorization to $50 million of shares of its common stock. During the three months ended June 30, 2016, the Company repurchased 5,600 shares of its common stock at an average price of $27.50. As of June 30, 2016, the remaining balance available under the Stock Repurchase Program was $10,201,000. Under the terms of the Merger Agreement, during the period before the closing of the Merger or termination of the Merger Agreement, the Company is not permitted to purchase, retire, redeem or otherwise acquire any shares of its capital stock (subject to limited exceptions with respect to shares issued pursuant to stock incentive plans) without the prior consent of OSI. Dividends Three Months Ended (In thousands) June 30, 2016 June 30, 2015 Dividends declared $ $ Dividends paid $ $ Under the terms of the Merger Agreement, during the period before the closing of the Merger or termination of the Merger Agreement, the Company is not permitted to pay any further dividends or make any distributions on its capital stock without the prior consent of OSI. |
Concentrations of Credit Risk | 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 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 money market funds, investment grade corporate debentures/bonds, U.S. government agency bonds, commercial paper, U.S. treasury bills and certificates of deposit. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue From Contracts With Customers , which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue in an amount that reflects the consideration to which an entity expects to be entitled in exchange for the goods or services transferred to its customers. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The guidance is effective for annual periods beginning on or after December 15, 2017 (early adoption for annual periods beginning on or after December 15, 2016 is permitted). The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In January 2015 the FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items, which eliminates from U.S. GAAP the concept of extraordinary items. Entities may apply the amendments prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. ASU No. 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory , which requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. It is effective for annual reporting periods beginning after December 15, 2016. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740) , which eliminates the current requirement for companies to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016 (our fiscal year 2018), including interim periods within that reporting period. The Company opted to adopt the provisions of ASU 2015-17 for the fiscal year ended March 31, 2016 on a prospective basis. The adoption of ASU 2015-17 did not have a material effect on the Company’s financial position and resulted in the classification of the net tax position as a long-term asset in the Consolidated Balance Sheet at March 31, 2016. In February 2016, the FASB issued ASU 2016-02, Leases which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements. |
GENERAL (Tables)
GENERAL (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
GENERAL | |
Schedule of dividends | Dividends Three Months Ended (In thousands) June 30, 2016 June 30, 2015 Dividends declared $ $ Dividends paid $ $ |
ACCOUNTING FOR STOCK-BASED CO17
ACCOUNTING FOR STOCK-BASED COMPENSATION EQUITY (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
ACCOUNTING FOR STOCK-BASED COMPENSATION | |
Summary of share-based compensation costs included in the statements of operations and comprehensive income (loss) | Three Months Ended (In thousands) June 30, 2016 June 30, 2015 Cost of revenues $ $ ) Selling, general and administrative expenses Total stock-based compensation expense before tax $ $ |
Summary of stock option activity | Number of Shares Weighted Average Exercise Price ($) Weighted Average Contractual Life (years) Aggregate Intrinsic Value Options outstanding at March 31, 2016 $ Grants — — Exercises — — — Cancellations ) Options outstanding at June 30, 2016 $ Options exercisable at June 30, 2016 |
Summary of stock options outstanding | Information related to the stock options outstanding as of June 30, 2016 is as follows: Range of Exercise Prices Number of Shares Weighted- Average Remaining Contractual Life (years) Weighted- Average Exercise Price ($) Exercisable Number of Shares Exercisable Weighted- Average Exercise Price ($) $ 60.66-$69.99 $ $ $ 70.00-$75.82 $ 60.66-$75.82 $ $ |
Summary of non-vested restricted stock and restricted stock unit awards | Number of Shares Weighted Average Grant Date Fair Value ($) Outstanding at March 31, 2016 $ Granted Vested ) Forfeited ) Outstanding at June 30, 2016 $ |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
INVENTORIES | |
Schedule of components of inventories | (In thousands) June 30, 2016 March 31, 2016 Raw materials, completed sub-assemblies, and spare parts $ $ Work-in-process Finished goods Total $ $ |
INCOME PER COMMON AND COMMON 19
INCOME PER COMMON AND COMMON EQUIVALENT SHARE (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
INCOME PER COMMON AND COMMON EQUIVALENT SHARE | |
Schedule of calculation of basic and diluted earnings per share | Three Months Ended (In thousands except per share amounts) June 30, 2016 June 30, 2015 Earnings Per Share - Basic: Net income (loss) $ ) Less: Distributed and undistributed earnings (loss) to unvested restricted stock units ) Distributed and undistributed earnings (loss) to common shareholders — Basic ) Weighted average number of common shares outstanding — basic Net income (loss) per share — basic $ $ ) Earnings Per Share - Diluted: Weighted average number of common shares outstanding Add dilutive effect of potential common shares — Weighted average number of common and potential common shares outstanding — diluted Net income (loss) per share — diluted $ $ ) |
GUARANTEES (Tables)
GUARANTEES (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
GUARANTEES | |
Schedule of warranty experience | Three Months Ended (In thousands) June 30, 2016 June 30, 2015 Warranty accrual at beginning of period $ $ Accruals for warranties issued during the period Adjustment of preexisting accrual estimates Warranty costs incurred during period ) ) Warranty accrual at end of period $ $ |
GENERAL - REPORTING SEGMENTS (D
GENERAL - REPORTING SEGMENTS (Details) | 3 Months Ended |
Jun. 30, 2016segment | |
Nature of Operations | |
Number of reporting segments | 1 |
GENERAL - PROPOSED MERGER (Deta
GENERAL - PROPOSED MERGER (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 20, 2016 | Jun. 30, 2016 | Mar. 31, 2016 |
Proposed Merger | |||
Common stock, par value (in dollars per share) | $ 0.66 | $ 0.6666 | $ 0.6666 |
Approval percentage | 66.00% | ||
OSI | American Science & Engineering, Inc. | Pending Merger | |||
Proposed Merger | |||
Cash consideration per share under the Merger Agreement | $ 37 | ||
Acquirer termination fee | $ 11 | ||
Acquiree termination fee | $ 11 | ||
Termination waiting period | 12 months |
GENERAL - STOCK REPURCHASE PROG
GENERAL - STOCK REPURCHASE PROGRAM (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 01, 2014 | May 07, 2013 | |
Dividends | ||||
Dividends declared (in dollars per share) | $ 0.50 | $ 0.50 | ||
Dividends paid (in dollars per share) | $ 0.50 | $ 0.50 | ||
Stock Repurchase Program | ||||
Stock Repurchase Program | ||||
Number of shares repurchased under the stock repurchase program | 5,600 | |||
Average price of shares repurchased | $ 27.50 | |||
Maximum dollar value of shares that may still be purchased under stock repurchase program | $ 10,201,000 | |||
Fifth Stock Repurchase Program | ||||
Stock Repurchase Program | ||||
Authorized amount of repurchase of common stock | $ 50,000,000 | $ 35,000,000 |
ACCOUNTING FOR STOCK-BASED CO24
ACCOUNTING FOR STOCK-BASED COMPENSATION - COST SUMMARY (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Stock-based compensation cost | ||
Stock-based compensation expense before tax | $ 588,000 | $ 334,000 |
Income tax benefit recognized related to the compensation costs | 207,000 | 117,000 |
Cost of revenues | ||
Stock-based compensation cost | ||
Stock-based compensation expense before tax | 121,000 | |
Stock-based compensation | (35,000) | |
Selling, general and administrative | ||
Stock-based compensation cost | ||
Stock-based compensation expense before tax | $ 467,000 | $ 369,000 |
ACCOUNTING FOR STOCK-BASED CO25
ACCOUNTING FOR STOCK-BASED COMPENSATION - ACTIVITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Stock Option and Other Compensation Plans | ||
Number of shares that remain available for future issuance | 394,000 | |
Minimum | ||
Stock Option and Other Compensation Plans | ||
Vesting period for awards granted under the plans | 1 year | |
Maximum | ||
Stock Option and Other Compensation Plans | ||
Vesting period for awards granted under the plans | 3 years | |
Stock options | ||
Stock Option and Other Compensation Plans | ||
Term of awards from the date of grant | 10 years | |
Number of Shares | ||
Options outstanding, beginning of year (in shares) | 139,933 | |
Options granted (in shares) | 0 | |
Cancellations (in shares) | (31,968) | |
Options outstanding, end of year (in shares) | 107,965 | 139,933 |
Options exercisable, end of year (in shares) | 107,965 | |
Weighted Average Exercise Price | ||
Options outstanding, beginning of year (in dollars per share) | $ 68.51 | |
Cancellations (in dollars per share) | 66.52 | |
Options outstanding, end of year (in dollars per share) | $ 69.10 | $ 68.51 |
Weighted Average Contractual Life | ||
Options outstanding at the end of the period | 2 years 6 months 29 days | |
Remaining unrecognized compensation cost (in dollars) | $ 0 |
ACCOUNTING FOR STOCK-BASED CO26
ACCOUNTING FOR STOCK-BASED COMPENSATION - STOCK OPTIONS OUTSTANDING (Details) - Stock options | 3 Months Ended |
Jun. 30, 2016$ / sharesshares | |
$60.66-$69.99 | |
Information related to the stock options outstanding | |
Exercise price, low end of range (in dollars per share) | $ 60.66 |
Exercise price, high end of range (in dollars per share) | $ 69.99 |
Number of Shares | shares | 58,784 |
Weighted-Average Remaining Contractual Life | 1 year 8 months 27 days |
Weighted-Average Exercise Price (in dollars per share) | $ 64.26 |
Exercisable Number of Shares | shares | 58,784 |
Exercisable Weighted-Average Exercise Price (in dollars per share) | $ 64.26 |
$70.00-$75.82 | |
Information related to the stock options outstanding | |
Exercise price, low end of range (in dollars per share) | 70 |
Exercise price, high end of range (in dollars per share) | $ 75.82 |
Number of Shares | shares | 49,181 |
Weighted-Average Remaining Contractual Life | 2 years 10 months 24 days |
Weighted-Average Exercise Price (in dollars per share) | $ 74.88 |
Exercisable Number of Shares | shares | 49,181 |
Exercisable Weighted-Average Exercise Price (in dollars per share) | $ 74.88 |
$60.66-$75.82 | |
Information related to the stock options outstanding | |
Exercise price, low end of range (in dollars per share) | 60.66 |
Exercise price, high end of range (in dollars per share) | $ 75.82 |
Number of Shares | shares | 107,965 |
Weighted-Average Remaining Contractual Life | 2 years 3 months 7 days |
Weighted-Average Exercise Price (in dollars per share) | $ 69.10 |
Exercisable Number of Shares | shares | 107,965 |
Exercisable Weighted-Average Exercise Price (in dollars per share) | $ 69.10 |
ACCOUNTING FOR STOCK-BASED CO27
ACCOUNTING FOR STOCK-BASED COMPENSATION - NON-VESTED AND RESTERICTED STOCK UNITS (Details) | 3 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Minimum | |
Stockholder's equity | |
Vesting period for awards granted under the plans | 1 year |
Maximum | |
Stockholder's equity | |
Vesting period for awards granted under the plans | 3 years |
Restricted Stock and Restricted Stock Units | |
Stockholder's equity | |
Unrecognized compensation costs (in dollars) | $ | $ 3,075,000 |
Expected period to recognize unrecognized compensation costs | 1 year 4 months 24 days |
Number of Shares | |
Unvested restricted stock and units outstanding, beginning of year (in shares) | shares | 165,952 |
Granted (in shares) | shares | 5,122 |
Vested (in shares) | shares | (11,167) |
Forfeited (in shares) | shares | (21,199) |
Unvested restricted stock and units outstanding, end of year (in shares) | shares | 138,708 |
Weighted Average Grant Date Fair Value | |
Unvested restricted stock and units outstanding, beginning of year (in dollars per share) | $ / shares | $ 51.01 |
Granted (in dollars per share) | $ / shares | 34.08 |
Vested (in dollars per share) | $ / shares | 47.63 |
Forfeited (in dollars per share) | $ / shares | 48.63 |
Unvested restricted stock and units outstanding, end of year (in dollars per share) | $ / shares | $ 51.02 |
Restricted Stock and Restricted Stock Units | Employees | Minimum | |
Stockholder's equity | |
Vesting period for awards granted under the plans | 1 year |
Restricted Stock and Restricted Stock Units | Employees | Maximum | |
Stockholder's equity | |
Vesting period for awards granted under the plans | 3 years |
Restricted Stock | Non-employee directors | |
Stockholder's equity | |
Vesting period for awards granted under the plans | 1 year |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
INVENTORIES | ||
Raw materials, completed sub-assemblies and spare parts | $ 19,602 | $ 19,605 |
Work-in-process | 18,024 | 14,847 |
Finished goods | 1,839 | 3,988 |
Total | $ 39,465 | $ 38,440 |
INCOME PER COMMON AND COMMON 29
INCOME PER COMMON AND COMMON EQUIVALENT SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
INCOME PER COMMON AND COMMON EQUIVALENT SHARE | ||
Common stock equivalents excluded from diluted earnings per share as their effect is anti-dilutive (in shares) | 177,000 | 195,000 |
Earnings Per Share - Basic: | ||
Net income (loss) | $ 54 | $ (515) |
Less: Distributed and undistributed earnings (losses) to unvested restricted stock units | 6 | (6) |
Distributed and undistributed earnings (loss) to common shareholders - Basic | $ 48 | $ (509) |
Weighted average number of common shares outstanding - basic (in shares) | 7,135,000 | 7,161,000 |
(Loss) income per share - basic (in dollars per share) | $ 0.01 | $ (0.07) |
Earnings Per Share - Diluted: | ||
Weighted average number of common shares outstanding - basic (in shares) | 7,135,000 | 7,161,000 |
Add dilutive effect of potential common shares (in shares) | 1,000 | |
Weighted average number of common and potential common shares outstanding - diluted (in shares) | 7,136,000 | 7,161,000 |
(Loss) income per share - diluted (in dollars per share) | $ 0.01 | $ (0.07) |
LETTERS OF CREDIT (Details)
LETTERS OF CREDIT (Details) - USD ($) | Jun. 30, 2016 | Mar. 31, 2016 |
Credit facilities | ||
Long-term restricted cash, as determined by the expiration date of the underlying letters of credit | $ 437,000 | $ 437,000 |
Standby letters of credit | ||
Credit facilities | ||
Outstanding Amount | 15,763,000 | |
Restricted cash balance | 8,426,000 | |
Long-term restricted cash, as determined by the expiration date of the underlying letters of credit | $ 437,000 | |
Standby letters of credit | Minimum | ||
Credit facilities | ||
Percentage of outstanding amount that is cash secured | 52.00% | |
Standby letters of credit | Maximum | ||
Credit facilities | ||
Percentage of outstanding amount that is cash secured | 64.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2016USD ($) | |
INCOME TAXES | |
Number of years of cumulative income based upon which valuation allowance is evaluated | 3 years |
Reserve for uncertain tax positions | $ 0 |
GUARANTEES (Details)
GUARANTEES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
GUARANTEES | ||
Warranty period for certain products | 1 year | |
Historical experience trailing period based on how product warranty accrual rates are determined | 12 months | |
Warranty Experience | ||
Warranty accrual at beginning of period | $ 174 | $ 159 |
Accruals for warranties issued during the period | 105 | 91 |
Adjustment of preexisting accrual estimates | 46 | 35 |
Warranty costs incurred during period | (99) | (97) |
Warranty accrual at end of period | $ 226 | $ 188 |
LEASE COMMITMENTS (Details)
LEASE COMMITMENTS (Details) | Oct. 31, 2014USD ($) |
LEASE COMMITMENTS | |
Gain deferred from the removal of building | $ 381,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended |
Jun. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES. | |
Minimum period covered under extended warranty and service contracts | 1 year |
Maximum period covered under extended warranty and service contracts | 5 years |