FORM 8-K/A
CURRENT REPORT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
---------------------------------------------
Date of Report (Date of earliest event reported): July 1, 1996
KEY TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Oregon 0-21820 93-0822509
- ------------------------------- ------------------------ --------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
150 Avery Street, Walla Walla, Washington 99362
- -------------------------------------------------------------------------------
(Address of principal executive offices)
(509) 529-2161
- -------------------------------------------------------------------------------
(Telephone number)
N/A
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Effective July 1, 1996, Key Technology, Inc. (the "Company") acquired
Suplusco Holding B.V. ("Suplusco"), and its wholly-owned subsidiary Superior
B.V. ("Superior"), both located in Beusichem, The Netherlands. Superior is a
manufacturer of vibratory conveying equipment. The acquisition includes all
Superior operations. Superior will continue to operate as a separate subsidiary
of the Company led by its existing management team, and its 25 employees will be
retained.
The acquisition occurred pursuant to a Stock Purchase Agreement dated as of
July 1, 1996 (the "Stock Purchase Agreement") among the Company; Suplusco; and
R.C. van Beem, W.J. Arentsen, and W. de Haan (the "Suplusco Shareholders"), who
indirectly owned all of the outstanding stock of Suplusco. The assets acquired
include a building, inventory, machinery, equipment and other operating assets.
The Suplusco Shareholders also agreed not to compete with the Company or its
subsidiaries for two years following termination of their employment with
Superior.
The purchase price for the stock was 5,200,000 guilders (U.S. $3.0
million), which includes certain deferred payments to be paid over three years
as provided in the Stock Purchase Agreement. At closing, the Company also paid
certain debts of Suplusco in the aggregate amount of 1,635,000 guilders (U.S.
$950,000). The portion of the purchase price paid at closing, which was
determined by negotiation between the Company and the Suplusco Shareholders, was
paid in cash from operating capital of the Company.
The foregoing description of the Stock Purchase Agreement is qualified in
its entirety by reference to the copy of same attached as Exhibit 2.1 to the
Form 8-K filed on July 16, 1996.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The audited financial statements of the business acquired are stated in
Dutch guilders which is the functional currency of the business acquired.
(a) Financial Statements of Business Acquired.
Audited Financial Statements of Suplusco Holding B.V. as of, and for
the period ended, June 30, 1996 together with auditor's report.
(b) Pro Forma Financial Information.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June
30, 1996 for Key Technology, Inc. and Suplusco Holding B.V.
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of June 30, 1996 for Key Technology, Inc. and Suplusco Holding B.V.
Unaudited Pro Forma Condensed Consolidated Statement of Earnings for
the nine months ended June 30, 1996 for Key Technology, Inc. and
Suplusco Holding B.V.
<PAGE>
Notes to the Unaudited Pro Forma Condensed Consolidated Statement of
Earnings for the nine months ended June 30, 1996 for Key Technology,
Inc. and Suplusco Holding B.V.
Unaudited Pro Forma Condensed Consolidated Statement of Earnings for
the year ended September 30, 1995 for Key Technology, Inc. and
Suplusco Holding B.V.
Notes to the Unaudited Pro Forma Condensed Consolidated Statement of
Earnings for the year ended September 30, 1995 for Key Technology,
Inc. and Suplusco Holding B.V.
(c) Exhibits.
2.1(1) Stock Purchase Agreement, dated as of July 1, 1996, among the
Company and the selling stockholders (omitting all schedules and
exhibits(2))
23 Consent of Deloitte & Touche, Registered Accountants, Enschede,
Netherlands
99 Press Release
- -----------------------------------
(1) Exhibit 2.1 to Form 8-K filed on July 16, 1996
(2) A list of all schedules and exhibits is provided with the Stock Purchase
Agreement. The undersigned Registrant hereby agrees to furnish
supplementally to the Commission a copy of any omitted schedule or exhibit
to the Stock Purchase Agreement upon request.
<PAGE>
KEY TECHNOLOGY, INC. AND SUBSIDIARIES
SIGNATURES
- --------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KEY TECHNOLOGY, INC.
/s/ Steven D. Evans
Date: September 13, 1996 ---------------------------------------------
Steven D. Evans,
Vice President of Finance and Administration
and Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE>
Item 7(a)
Financial Statements of Business Acquired
<PAGE>
REPORT
issued to the
management board of
Suplusco Holding B.V.
at Beusichem
Annual report 1995/1996
(concerning the period
July 1, 1995 up to and
including June 30, 1996)
August 20, 1996
<PAGE>
CONTENTS
- --------
Page
REPORT ON FINANCIAL STATEMENTS 3
Scope of engagement 4
General information 5
Fiscal position 6
ANNUAL REPORT 1995/1996 8
Financial statements 9
Consolidated balance sheet as at June 30, 1996 10
Consolidated profit and loss account for the period
July 1, 1995 up to and including June 30, 1996 12
Notes to the consolidated balance sheet and the
consolidated profit and loss account 13
Company balance sheet as at June 30, 1996 29
Company profit and loss account for the period
July 1, 1995 up to and including June 30, 1996 31
Notes to the company balance sheet and the company
profit and loss account 32
Additional information 39
Auditors' report 39
Proposed profit allocation for the period
July 1, 1995 up to and including June 30, 1996 39
Incorporation results 39
<PAGE>
REPORT ON FINANCIAL STATEMENTS
<PAGE>
To the management board of
Suplusco Holding B.V.
Beyerdstraat 14
4112 NE BEUSICHEM
August 20, 1996 R.G.H. Muntel De/Mu/AW/4480-95
Annual report 1995/1996 2.857.800/6/1/4
SCOPE OF ENGAGEMENT
- -------------------
In accordance with our engagement we have audited the financial statements of
Suplusco Holding B.V. at Beusichem for the year ended June 30, 1996. These
financial statements are included, together with the management board's report
and the additional information in the annual report 1995/1996. The auditors'
report has been included under "Additional information".
<PAGE>
GENERAL INFORMATION
- -------------------
At July 1, 1996 the shares from Suplusco Holding B.V. and her 100% subsidiary
Superior B.V. are sold from Robs-Roiz B.V., Arentsen B.V. and Hagrocom B.V. to
Key Technology Inc. in Oregon U.S.A. Suplusco Holding B.V. and Superior B.V.
will continue to operate as a separate division of Key Technology Inc. led by
her existing management team.
Profit allocation
- -----------------
Anticipating on the decision in the meeting of shareholders, the profit of the
year Dfl. 896.707 (after taxation) has been transferred to the general reserve.
<PAGE>
FISCAL POSITION
- ---------------
Starting from July 1, 1995 Suplusco Holding B.V. and Superior B.V. are forming a
fiscal unit. The taxable amount for the year 1995/1996 has been calculated as
follows:
----------------
Dfl.
Profit before taxation 1.401.005
Extraordinary result before taxation 102.098
Depreciation goodwill 240.000
----------------
1.743.103
Compensation with losses previous year
Suplusco Holding B.V.
-39.579
----------------
1.703.524
Less: investment premiums 5.925
Add : non deductible costs 24.970
----------------
Taxable amount 1.722.569
================
----------------
Corporate Income Tax 1995/1996: Dfl.
38,5% from Dfl 100.000 38.500
35% from Dfl 1.622.560 567.896
------------- ----------------
Dfl 1.722.560 606.396
============= ================
<PAGE>
----------------
Dfl.
Tax liability as at June 30, 1996
- ---------------------------------
Per June 30, 1996 Dfl. 1.652.706 has to be paid.
The specification is as follows:
Corporate income tax 1994/1995 1.046.310
Corporate income tax 1995/1996 606.396
----------------
1.652.706
================
We are eager prepared to procure any further information.
Yours faithfully
J.J.M. Dekker RA
<PAGE>
ANNUAL REPORT 1995/1996
(inserted on pages 8 up to and
including 40)
- Financial statements
- Additional information
<PAGE>
FINANCIAL STATEMENTS
(inserted on pages 9 up to and
including 38)
- Consolidated Balance Sheet
- Consolidated Profit and loss account
- Notes to the consolidated balance sheet
and consolidated profit and loss account
- Company balance sheet
- Company profit and loss account
- Notes to the company balance sheet
and company profit and loss account
<PAGE>
Consolidated balance sheet as at June 30, 1996
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
ASSETS
Fixed assets
Intangible fixed assets 909.667 1.154.000
Tangible fixed assets 2.104.395 2.205.192
Current assets
Inventories and work in progress
1.376.070 996.689
Accounts receivable
Trade debtors 1.349.241 1.472.509
Taxes 68.197 68.067
Other accounts receivable 112.823 60.259
------------- -------------
1.530.261 1.600.835
Cash 577.709 300.080
------------- -------------
Total 6.498.102 6.256.796
============= =============
<PAGE>
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
LIABILITIES
Shareholders' equity
Group capital 1.222.484 325.777
Provisions
Provisions of warranty - -
Long term debts
T.O.P. Beheer B.V.
subordinated loan 1.285.000 1.285.000
A. Murre Investments B.V.
subordinated loan 175.000 250.000
W.P. de Pundert Investments
B.V. subordinated loan 175.000 250.000
Bank voor Zeeland N.V. loan 825.000 900.000
------------- -------------
2.460.000 2.685.000
Short term debts and accrued
liabilities
Customer down payments 437.164 780.880
Bank voor Zeeland N.V.
current accounts 2.739 310.986
Trade creditors 547.225 739.844
Taxes and social securities 1.667.730 1.110.507
Other accrued liabilities 160.760 303.802
------------- -------------
2.815.618 3.246.019
--------------- ---------------
6.498.102 6.256.796
=============== ===============
<PAGE>
Consolidated profit and loss account for the period July 1, 1995 up to and
including June 30, 1996
July 1, 1995 November 26, 1993
- June 30, 1996 - June 30, 1995
----------------- -----------------
Dfl. Dfl.
Turnover 6.855.851 10.472.535
Cost of sales 2.253.899 4.332.748
---------- ----------
Gross margin 4.601.952 6.139.787
Wages and salaries 1.249.832 1.580.941
Social charges 158.167 148.516
Depreciation of intangible
and tangible
fixed assets 378.044 247.893
Other company costs 1.222.331 2.186.208
---------- ----------
Total costs 3.008.374 4.163.558
---------- ----------
Operating result 1.593.578 1.976.229
Financial result -192.573 -73.352
---------- ----------
Result from ordinary activities
before taxation 1.401.005 1.902.877
Corporate income tax on results from
ordinary-activities
570.662 712.336
---------- ----------
Result from ordinary activities
after taxation 830.343 1.190.541
Extraordinary results 102.098 954.210
Corporate income tax on
extraordinary results -35.734 -333.974
---------- ----------
Extraordinary results
after taxation 66.364 620.236
---------- ----------
Net group profit after tax 896.707 1.810.777
Minus part of third parties
(take-over) Superior B.V. - -1.735.000
---------- ----------
Net profit after tax 896.707 75.777
========== ==========
<PAGE>
Notes to the consolidated balance sheet and the consolidated profit and loss
account
GENERAL
- -------
Activities
- ----------
The activities of Suplusco Holding B.V. and her 100% subsidiary Superior B.V.
consist primarily of designing and manufacturing of vibratory equipment for
application in food and non-food industries.
Group structure
- ---------------
The consolidation includes Suplusco Holding B.V. and her 100% subsidiary
Superior B.V. at Beusichem.
CONSOLIDATION PRINCIPLES
- ------------------------
Financial information relating to subsidiaries within the Group is included in
the consolidated financial statements of Suplusco Holding B.V. The consolidated
financial statements have been prepared in accordance with the group's
accounting principles regarding valuation and profit recognition. Financial
information relating to the group companies is included in the consolidated
financial statements; intercompany relationships and transactions are
eliminated. Minority interests in equity and results of group companies are
separately disclosed in the consolidated financial statements.
ACCOUNTING PRINCIPLES-GENERAL
- -----------------------------
The financial statements are prepared under the historical cost convention.
Unless stated otherwise assets and liabilities are stated at face value. Income
and expenses are accounted for on accrual basis. Profit is only included when
realised. Losses and risks originating before the end of the financial year are
taken into account if they have become known before preparation of the financial
statements.
TRANSLATION OF FOREIGN CURRENCY
- -------------------------------
Monetary assets and liabilities denominated in foreign currency are translated
at the exchange rates prevailing at balance sheet date, unless the exchange risk
is hedged. In these latter cases amounts are translated at contract rates.
<PAGE>
Transactions in foreign currency during the financial year are included in the
financial statements at average rate. Exchange differences resulting are taken
to the profit and loss account.
PRINCIPLES FOR THE VALUATION OF ASSETS AND LIABILITIES
- ------------------------------------------------------
Intangible fixed assets
- -----------------------
Intangible fixed assets are stated at cost less accumulated amortisation.
Amortisation is charged as a percentage of cost, as specified more detailed in
notes to the balance sheet.
Tangible fixed assets
- ---------------------
Tangible fixed assets are stated at purchase of production price less
accumulated depreciation. Deprecation is based on the estimated useful live and
calculated as a fixed percentage of cost, taking into account any residual
value. Depreciation is provided from the date an asset comes into use.
Inventories and work in progress
- --------------------------------
Inventories of raw materials and auxiliaries are valued at cost.
Work in progress is valued at cost less a provision for any foreseeable losses
as of balance sheet date. Production cost includes the direct materials used,
direct wages, machine costs and other direct production costs and production
overhead.
Accounts receivable
- -------------------
Accounts receivable are included at face value, less provisions for doubtful
accounts.
Provisions
- ----------
The provision for warranty obligations has been provisionally included as a P.M.
item.
<PAGE>
PRINCIPLES FOR DETERMINATION OF RESULTS
- ---------------------------------------
Net turnover
- ------------
Turnover represents amounts invoiced for equipment and services supplied net of
discounts and VAT.
Taxes
- -----
Taxes on profits are calculated at the applicable rate on the profits for the
financial year, taking into account permanent differences between profits
calculated for accounting and taxation purposes.
Extraordinary income and expense
- --------------------------------
Extraordinary income and expense arise from events which are outside normal
operating activities an which are of a non-recurring nature.
<PAGE>
NOTES TO THE SPECIFIC ITEMS ON THE CONSOLIDATED BALANCE SHEET AND THE
CONSOLIDATED PROFIT AND LOSS ACCOUNT AND OTHER DISCLOSURES
CONSOLIDATED BALANCE SHEET
Intangible fixed assets
- -----------------------
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
Take-over price March 29, 1995 - 1.220.000
Book value July 1. 1.154.000 -
Depreciation: 20% per year -244.333 -66.000
------------- -------------
909.667 1.154.000
============= =============
Tangible fixed assets
- ---------------------
June 30, 1996 June 30, 1995
------------- -------------
Machines and installation: Dfl. Dfl.
Purchase price March 29, 1995 - 2.306.853
Book value July 1. 2.205.192 -
Investments 32.914 88.177
Desinvestments - -7.945
------------- -------------
2.238.106 2.387.085
Less: depreciations -133.711 -181.893
------------- -------------
Book value June 30. 2.104.395 2.205.192
============= =============
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
Cumulative deprecations per June 30. 315.604 181.893
============= =============
<PAGE>
Inventories and work in progress
- --------------------------------
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
Inventories 940.760 570.000
Work in progress 435.310 426.689
------------- -------------
Balance 1.376.070 996.689
============= =============
Accounts receivable
June 30, 1996 June 30, 1995
------------- -------------
Trade debtors: Dfl. Dfl.
Receivable accounts 1.367.764 1.542.509
Provision for bad and doubtful debts -18.523 -70.000
------------- -------------
1.349.241 1.472.509
============= =============
June 30, 1996 June 30, 1995
------------- -------------
Taxes: Dfl. Dfl.
V.A.T. 68.197 68.067
============= =============
June 30, 1996 June 30, 1995
------------- -------------
Prepayments and other accounts receivable: Dfl. Dfl.
Prepayments 563 13.588
Prepayment KSK (J. Kuhnen) 100.000 -
Advances to staff 2.214 771
Amounts to be invoiced - 45.900
Other accounts receivable 10.046 -
------------- -------------
112.823 60.259
============= =============
<PAGE>
Cash
- ----
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
Bank voor Zeeland N.V. current account
(Suplusco) 3.741 -
Bank voor Zeeland N.V. current account 493.125 285.045
Bank voor Zeeland N.V. current account
(Suisse France) 70.643 -
Rabobank B.A. current account 7.032 7.749
Suspense account - 4.624
Cash assets:
- - Dutch guilders 1.685 587
- - Foreign currency 1.483 2.075
------------- -------------
577.709 300.080
============= =============
Shareholders' equity
- --------------------
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
Deposited and demanded capital 61.000 61.000
Share premium reserve 189.000 189.000
General reserve 972.484 75.777
------------- -------------
1.222.484 325.777
============= =============
For further explanation see the notes to the balance sheet of Suplusco Holding
B.V. on page 35.
Provisions
- ----------
June 30, 1996
-------------
Dfl.
Warranty provision p.m.
=============
In principle all deliveries are given a warranty of half a year. Because we do
not dispose of sufficient data about how the warranty claims develop at the
procedures of Superior B.V. to quantify the warranty provision, this is included
as a p.m. item.
<PAGE>
Long term debts
- ---------------
1995/1996 1994/1995
--------- ---------
T.O.P. Beheer B.V. subordinated loan: Dfl. Dfl.
Withdrawal per March 29, 1995 1.285.000
Balance per July 1, 1995 1.285.000 -
Repayments - -
--------- ---------
Owed per June 30, 1996 1.285.000 1.285.000
========= =========
The interest percentage is 5%.
1995/1996 1994/1995
--------- ---------
A. Murre Investments B.V. subordinated loan: Dfl. Dfl.
Withdrawal per March 29, 1995 - 250.000
Balance per July 1, 1995 250.000 -
Repayments 75.000 -
--------- ---------
Owed per June 30, 1996 175.000 250.000
========= =========
The interest percentage is 5%.
1995/1996 1994/1995
--------- ---------
W.P. de Pundert Investments B.V. Dfl. Dfl.
subordinated loan:
Withdrawal per March 29, 1995 - 250.000
Balance per July 1, 1995 250.000 -
Repayments 75.000 -
--------- ---------
Owed per June 30, 1996 175.000 250.000
========= =========
The interest percentage is 5%.
The security for the loans is the following: the right of second mortgage on the
building with ground at the Beyerdstraat 14 at Beusichem.
<PAGE>
1995/1996 1994/1995
--------- ---------
Bank voor Zeeland N.V. loan (withdrawn money): Dfl. Dfl.
Withdrawal per March 29, 1995 - 900.000
Balance per July 1, 1995 900.000 -
Repayments for the year 1996/1997
(to short term debts)
75.000 -
--------- ---------
Owed per June 30, 1996 825.000 900.000
========= =========
The interest percentage is 8,5%.
Securities:
1. the right of the first mortgage of the total amount of Dfl. 1.300.000 on the
building at the Beyerdstraat 14 at Beusichem;
2. pledging from the rights of rent agreements in relation to the mortgaged
building;
3. pledging of the shares of Superior B.V.;
4. suretyship of mr. R.C. van Beem Dfl. 125.000;
5. suretyship of mr. W. de Haan Dfl. 25.000;
6. suretyship of mr. W.J. Arentsen Dfl. 25.000;
7. subordination of the loans accommodated by Triumfus Onion Products Beheer
B.V., W.P. de Pundert Investments B.V. and A. Murre Investments B.V..
8. pledging of the accounts receivable and receivables from the work in
progress;
9. right of lien of the operating assets and materials;
10. right of lien of the rights of the credit insurance.
On July 1. 1996 the securities 4. till 7. are released in relation to the sell
of the shares of Suplusco Holding B.V. to Key Technology Inc.
<PAGE>
1995/1996 1994/1995
--------- ---------
Bank voor Zeeland loan (withdrawn money): Dfl. Dfl.
Withdrawal per March 29, 1995 - 400.000
Balance per July 1. - -
Repayment per June 30. - 250.000
Repayment to short term debts and
accrued liabilities
- 150.000
--------- ---------
Owed per June 30. - -
========= =========
Short term debts and accrued liabilities
- ----------------------------------------
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
Bank voor Zeeland N.V. current account - 310.986
Bank voor Zeeland N.V. current account
(English pounds) 2.739 -
------------- -------------
2.739 310.986
============= =============
The Bank voor Zeeland N.V. provided Suplusco Holding B.V./Superior B.V. with a
credit-facility for the current account and quarantees for an amount of Dfl.
700.000. The securities for the credit facility are named by the long term debt
(Bank voor Zeeland N.V. loan).
June 30, 1996 June 30, 1995
------------- -------------
Taxes and social securities: Dfl. Dfl.
Corporate income tax 1.652.706 1.046.310
Employee income tax and social security
charges 15.024 64.197
------------- -------------
1.667.730 1.110.507
============= =============
<PAGE>
June 30, 1996 June 30, 1995
------------- -------------
Other accrued liabilities: Dfl. Dfl.
Commissions 7.632 -
Temporary hired help 6.431 9.067
Materials 20.809 19.858
Credit insurance 3.363 9.663
Audit costs 12.500 12.146
Energy 4.448 5.531
Welding machine - 3.000
Bank interest 27.139 7.654
Costs industrial insurance board - 10.435
S.V.U.M./pension premiums - 46.122
Additional industrial disability insurance premiums - 7.655
Interest loans:
- - A. Murre Investments B.V. - 3.125
- - W.P. de Pundert Investments B.V. - 3.125
- - T.O.P. Beheer B.V. - 16.063
Property charges building - 358
Bank voor Zeeland N.V. repayment loan 75.000 150.000
Other accounts to be paid 3.438 -
------------- -------------
160.760 303.802
============= =============
<PAGE>
PROFIT AND LOSS ACCOUNT
Wages and salaries
- ------------------
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- ----------------
Dfl. Dfl.
Wages and salaries 1.249.832 1.580.941
============= ================
The average number of employees during the period of report was 20 (last year
17).
Social charges
- --------------
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- -----------------
Dfl. Dfl.
Social security contributions 158.167 163.870
Less: received sick pay - 4.925
received unemployment payments - 10.429
-------------- -----------------
158.167 148.516
============== =================
The pension charge was Dfl. 28.727 (previous period Dfl. 42.840).
Depreciation of intangible and tangible fixed assets
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
-------------- -----------------
Intangible fixed assets: Dfl. Dfl.
Goodwill 244.333 66.000
------------- -----------------
<PAGE>
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- -----------------
Tangible fixed assets: Dfl. Dfl.
Machines and installations 112.961 158.240
Buildings 20.750 23.653
------------- ------------------
133.711 181.893
------- -------
------------- ------------------
378.044 247.893
============= ==================
Other company costs
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- -----------------
Costs of housing: Dfl. Dfl.
Insurance 7.486 -
Rent premises - 250.000
Maintenance premises 6.064 5.613
Utilities 70.247 122.497
Property charges 2.011 5.039
Other costs of housing 1.173 172
------------- -----------------
Total costs of housing 86.981 383.321
------------ ----------------
<PAGE>
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- -----------------
Costs of sales: Dfl. Dfl.
Advertising costs 16.429 19.785
Costs stock exchange 21.093 19.798
Costs of cars 2.924 6.613
Mileage allowance 68.414 59.349
Representation costs 7.465 15.593
Travel expenses 26.914 16.324
Other costs of sales 165 6.299
------------- ------------------
Total costs of sales 143.404 143.761
------------ -----------------
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- -----------------
Production costs: Dfl. Dfl.
Temporary hired help/activities executed
by third parties 459.019 954.914
Maintenance machines and installations 22.576 71.057
Small tools 5.113 10.596
Gas and oxygen 8.739 19.951
Glass beads 30.000 48.737
Transportation costs - 8.878
Auxiliaries 26.526 47.508
Industrial clothing 9.396 7.782
Maintenance forklift trucks 908 601
Costs of cars 22.051 15.817
Mileage allowance 666 17.675
Costs drawing room 14.387 35.063
Travel expenses 34.402 18.052
Costs waste removal 6.190 12.357
Other production costs 150 84
------------- -----------------
Total production costs 640.123 1.269.832
------------ ----------------
<PAGE>
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- -----------------
General costs: Dfl. Dfl.
Foundation costs/notary costs 2.525 4.483
Office supplies 11.213 6.861
Printed matter 11.303 9.205
Automatization 5.613 4.422
Maintenance office inventory 848 2.258
Membership fees and subscription 2.275 4.558
Advertising costs - 246
Telephone and telefax 24.711 41.501
Postage 8.784 10.430
Audit costs 22.645 31.072
Consultancy fees 23.997 18.618
Depreciation dubious debtors 135.406 8.790
Provision dubious debtors - 70.000
Insurance 20.558 48.760
Credit insurance 51.873 84.088
Costs of cafeteria 6.907 11.918
Cleaning costs 11.431 13.384
Banking costs 7.631 10.868
Book profit tangible fixed assets - -13.080
Other general costs 4.103 20.912
------------- -----------------
Total general costs 351.823 389.294
------------ ----------------
------------- -----------------
Total other company costs 1.222.331 2.186.208
============= =================
Financial result
- ----------------
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- -----------------
Dfl. Dfl.
Income from interest - 13.671
Costs of interest 192.573 87.023
------------- -----------------
Total financial result -192.573 -73.352
============= =================
<PAGE>
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- -----------------
Income from interest: Dfl. Dfl.
IRS - 60
Loan to T.O.P. Beheer B.V. - 13.611
------------- -----------------
- 13.671
============= =================
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- -----------------
Costs of interest: Dfl. Dfl.
KSK (J. Kuhnen) 5.833 -
Banks 24.028 43.173
Creditors - 486
Loan Bank voor Zeeland N.V. 76.500 -
Costs mortgage deed - 11.051
Commission on loans - 10.000
Interest loans:
. T.O.P. Beheer B.V. 64.250 16.063
. A, Murre Investments B.V. 10.981 3.125
. W.P. de Pundert Investments B.V. 10.981 3.125
------------- -----------------
192.573 87.023
============= =================
Extraordinary result
- --------------------
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- -----------------
Dfl. Dfl.
Extraordinary profits 102.098 1.120.375
Extraordinary losses - 166.165
------------- -----------------
Extraordinary result 102.098 954.210
============= =================
<PAGE>
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- -----------------
Extraordinary profits: Dfl. Dfl.
Release provision dubious debtors - 735.452
Release provision stock - 340.000
Subsidies W.B.S.O./St. O.O.M.T. 85.650 44.923
Other extraordinary profits 16.448 -
------------- -----------------
102.098 1.120.375
============= =================
July 1, 1995- November 26, 1993
June 30, 1996 - June 30, 1995
------------- -----------------
Extraordinary losses: Dfl. Dfl.
Evacuation costs, because of flooding - 13.081
Loss and work in process - 153.084
------------- -----------------
- 166.165
============= =================
Beusichem, August 20, 1996
The management board,
R.C. van Beem
<PAGE>
Company balance sheet as at June 30, 1996
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
ASSETS
- ------
Fixed assets
- ------------
Intangible fixed assets 900.000 1.140.000
Tangible fixed assets 1.849.950 1.870.700
Financial fixed assets 1.020.118 537.991
Current assets
- --------------
Accounts receivable
Taxes - 2.908
Other accounts
receivable 6.344 1.653
-------- --------
6.344 4.561
Cash 3.741 -
------------- -------------
Total 3.780.153 3.553.252
============= =============
<PAGE>
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
LIABILITIES
- -----------
Shareholders' equity
- --------------------
Share capital 61.000 61.000
Share premium reserve 189.000 189.000
General reserve 972.484 75.777
-------- --------
1.222.484 325.777
Long term debts
- ---------------
T.O.P. Beheer B.V.
subordinated loan 1.285.000 1.285.000
A. Murre Investments B.V.
subordinated loan 175.000 250.000
W.P. de Pundert
Investments B.V.
subordinated loan 175.000 250.000
Bank voor Zeeland N.V.
loan 825.000 900.000
--------- ---------
2.460.000 2.685.000
Short term debts and
accrued liabilities
- ---------------------
Bank voor Zeeland N.V.
current account - 279.915
Other accrued liabilities 97.669 262.560
--------- ---------
97.669 542.475
------------- -------------
Total 3.780.153 3.553.252
============= =============
<PAGE>
Company profit and loss account for the period July 1, 1995 up to and including
June 30, 1996
July 1, 1995 July 1, 1994
-June 30, 1996 -June 30, 1995
-------------- --------------
Dfl. Dfl.
Received rent 250.000 62.500
Depreciation of intangible
and tangible fixed
assets 260.750 83.653
Other company costs 12.103 6.862
-------- --------
Total costs 272.853 90.515
-------------- --------------
Operating result -22.853 -28.015
Financial result -177.567 -74.199
-------------- --------------
Result before taxation -200.420 -102.214
Taxation on result - -
-------------- --------------
Result from ordinary activities after
taxation -200.420 -102.214
Result participations after taxation
1.097.127 177.991
-------------- --------------
Net profit 896.707 75.777
============== ==============
<PAGE>
Notes to the company balance sheet and the company profit and loss account
GENERAL
- -------
Activities
- ----------
The activities of the company mainly consist of the participation in and
financing of other companies. They also rent out buildings to other companies.
ACCOUNTING PRINCIPLES-GENERAL
- -----------------------------
The financial statements are prepared under the historical cost convention.
Unless stated otherwise assets and liabilities are stated at face value.
Income and expenses are accounted for on accrual basis. Profit is only included
when realised. Losses and risks originating before the end of the financial year
are taken into account if they have become known before preparation of the
financial statements.
TRANSLATION OF FOREIGN CURRENCY
- -------------------------------
Monetary assets and liabilities denominated in foreign currency are translated
at the exchange rates prevailing at balance sheet date. Transactions in foreign
currency during the financial year are included in the financial statements at
average rate. Exchange differences resulting are taken to the profit and loss
account.
PRINCIPLES FOR THE VALUATION OF ASSETS AND LIABILITIES
- ------------------------------------------------------
Intangible fixed assets
- -----------------------
The intangible fixed assets have been evaluated on purchase price. Depreciations
are accounted on a straight line base over five years.
Tangible fixed assets
- ---------------------
Tangible fixed assets are stated at purchase of production price less
accumulated depreciation. Depreciation is based on the estimated useful live and
calculated as a fixed percentage of cost, taking into account any residual
value. Depreciation is provided from the date an asset comes into use.
<PAGE>
Financial fixed assets
- ----------------------
The participations included in the financial fixed assets have been evaluated on
net capital value calculated in accordance with the principles of the parent
company. Occurring revaluations are added to the general reserve by way of the
result.
Accounts receivable, long term debts, short term debts and accrued liabilities
- --------------------------------------------------------------------------------
The accounts receivable, long term debts, short term debts and accrued
liabilities have been included against nominal value; possible dubious claims
have been submitted to a devaluation based on individual assessment.
PRINCIPLES FOR DETERMINATION OF RESULTS
- ---------------------------------------
The result is determined as being the difference between the net turnover and
the related costs in the year of reported on, taking into consideration the
valuation principles as mentioned before. The profits are accounted for in the
year in which goods and services were delivered and executed. The losses on
transactions are accounted for in the year in which they are foreseeabel. Costs
are to the account of the result of the year they relate to. Taxes are
calculated on the commercial result, taking into account fiscal facilities and
limitations.
<PAGE>
NOTES TO THE SPECIFIC ITEMS ON THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT
AND OTHER DISCLOSURES
BALANCE SHEET
Intangible fixed assets
- -----------------------
1996 1995
---------- ----------
Goodwill participation Superior B.V.: Dfl. Dfl.
Paid goodwill at March 29, 1995 at take-over
shares Superior B.V. - 1.200.000
Balance per July 1, 1995 1.140.000 -
Depreciation 20% per annum -240.000 -60.000
---------- ----------
Balance per June 30. 900.000 1.140.000
========== ==========
Tangible fixed assets
- ---------------------
1996 1995
---------- ----------
Building: Dfl. Dfl.
Purchase price March 29, 1995 - 1.894.353
Book value July 1, 1995 1.870.700 -
Depreciations 20.750 23.653
---------- ----------
Bookvalue June 30. 1.849.950 1.870.700
========== ==========
Cumulative depreciations per June 30 44.403 23.653
========== ==========
Financial fixed assets
- ----------------------
1996 1995
---------- ----------
Shares Superior B.V.: Dfl. Dfl.
Purchase shares at March 29, 1995 - 1.800.000
Balance per July 1, 1995 537.991 -
Minus: received dividend 615.000 1.440.000
---------- ----------
-77.009 360.000
Plus result 1.097.127 177.991
---------- ----------
Balance per June 30. 1.020.118 537.991
========== ==========
<PAGE>
Accounts receivable
- -------------------
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
Taxes (V.A.T.) - 2.908
============= =============
June 30, 1996 June 30, 1995
------------- -------------
Other accounts receivable: Dfl. Dfl.
Prepaid property charges - 1.653
Other prepayments 6.344 -
------------- -------------
6.344 1.653
============= =============
Cash
- ----
June 30, 1996 June 30, 1995
------------- -------------
f000 f000
Bank voor Zeeland N.V. current account 3.741 -
============= =============
Shareholders' equity
- --------------------
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
Share capital 61.000 61.000
============= =============
The corporated capital amounts to Dfl. 200.000, that is 2.000 shares of
nominally Dfl. 100 of which 610 shares are placed and paid up at the moment.
The placed shares are in the possession of the incorporated companies:
Robs-Roiz B.V. 488 shares
Arentsen B.V. 61 shares
Hagrocom B.V. 61 shares
<PAGE>
1996 1995
--------- ----------
Share premium reserve: Dfl. Dfl.
Deposited share premium at placement
shares at March 29, 1995 189.000 189.000
========= ==========
1996 1995
--------- ----------
General reserve: Dfl. Dfl.
Balance per July 1. 75.777 -
Result bookyear 896.707 75.777
--------- ----------
Balance per June 30. 972.484 75.777
========= ==========
Short term debts and accrued liabilities
- ----------------------------------------
June 30, 1996 June 30, 1995
------------- -------------
Other accrued liabilities: Dfl. Dfl.
Rent Superior B.V., paid in advance - 87.500
Bank voor Zeeland N.V. interest current account 636 2.389
Interest loans:
- - A. Murre Investments B.V. - 3.125
- - W.P. de Pundert Investments B.V. - 3.125
- - T.O.P. Beheer B.V. - 16.063
Property charges building - 358
Bank voor Zeeland N.V. repayment loan 75.000 150.000
Bank voor Zeeland N.V. interest loan 19.125 -
Other accounts to be paid 2.908 -
------------- -------------
97.669 262.560
============= =============
<PAGE>
PROFIT AND LOSS ACCOUNT
Received rent
- -------------
July 1, 1995- July 1, 1994-
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
Received rent Superior B.V. 250.000 62.500
============= =============
Depreciations on intangible and tangible fixed assets
- -----------------------------------------------------
July 1, 1995- July 1, 1994-
June 30, 1996 June 30, 1995
------------- -------------
Dfl. Dfl.
Goodwill 240.000 60.000
Building 20.750 23.653
------------- -------------
260.750 83.653
============= ==============
Other company costs
- -------------------
July 1, 1995- July 1, 1994-
June 30, 1996 June 30, 1995
------------- -------------
Costs of housing: Dfl. Dfl.
Insurance 7.485 23
Property charges 2.011 2.012
------------- -------------
Total costs of housing 9.496 2.035
------------ ------------
<PAGE>
July 1, 1995- July 1, 1994-
June 30, 1996 June 30, 1995
------------- -------------
General costs: Dfl. Dfl.
Foundation costs/notary costs 2.525 4.483
Membership fees and subscriptions 82 98
Advertising costs - 246
------------- -------------
Total general costs 2.607 4.827
------------ ------------
------------- -------------
Total other company costs 12.103 6.862
============= =============
Financial result
- ----------------
July 1, 1995- July 1, 1994-
June 30, 1996 June 30, 1995
------------- -------------
Financial costs: Dfl. Dfl.
Costs mortgage deed - 11.051
Commission on loans Bank voor Zeeland B.V. - 10.000
Interest current account Bank voor Zeeland N.V. 14.855 3.618
Interest loans:
. loans Bank voor Zeeland N.V. 76.500 27.217
. T.O.P. Beheer B.V. 64.250 16.063
. A. Murre Investments B.V. 10.981 3.125
. W.P. de Pundert Investments B.V. 10.981 3.125
-------------- -------------
177.567 74.199
============== =============
<PAGE>
ADDITIONAL INFORMATION
- ----------------------
AUDITORS' REPORT
- ----------------
Reference is made to the auditor's report as included hereinafter.
PROPOSED PROFIT ALLOCATION FOR THE PERIOD JULY 1, 1995 UP TO AND INCLUDING JUNE
- --------------------------------------------------------------------------------
30, 1996
- --------
With regard to the profit allocation there is a statutory provision (article 16)
that reads as follows:
1. The profits are at the disposal of the general meeting in compliance with
what is determined hereafter in this article.
2.a. The firm can only make payments to the shareholders and other parties
entitled to the part of the profits than can be paid out as far as the
shareholder's equity is bigger than the deposited and demanded part of the
equity increased with the reserves that must be legally maintained.
2.b. Payments of profits are made after the assessment of the annual account,
that shows that the payments are permitted.
2.c. No profit on shares is paid to the firm.
3. At the calculation of the division of the profits the shares that are held
by the firm in its own equity do not count, unless these shares are
encumbered with a usufruct or certificates of this have been issued with
the cooperation of the firm.
4. The firm can only make payments between times if the requirements of the
second part under "a" have been met.
INCORPORATION RESULTS
- ---------------------
The balance of profit on the period 1995/1996 amounts to Dfl. 946.263.
Anticipation on the decision in the meeting of shareholders we propose to use
the profit on this period in favour of the general reserve.
<PAGE>
To the management board of
Suplusco Holding B.V.
Beyerdstraat 14
4112 NE BEUSICHE
August 20, 1996 J.J.M. Dekker RA
AUDITOR'S REPORT
- ----------------
Introduction
- ------------
In accordance with your instructions we have audited the 1995/1996 financial
statements of B.V. at Beusichem. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
Scope
- -----
We conducted our audit in accordance with auditing standards generally accepted
in the Netherlands. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statements
presentation. We believe that our audit provides a reasonable basis for our
opinion.
Opinion
- -------
In our opinion, the financial statements of Suplusco Holding B.V. give a true
and fair view of the financial position of the company as of June 30, 1996 and
of the result for the year then ended in accordance with accounting principles
generally accepted in the Netherlands and comply with the legal requirements for
financial statements as included in Part 9, Book 2 of the Netherlands Civil
Code.
Deloitte & Touche
Enschede, Netherlands
<PAGE>
RECONCILIATION TO U.S. GAAP
---------------------------
(Unaudited)
These audited financial statements are prepared in conformance with
Generally Accepted Accounting Principles ("GAAP") of the Netherlands. To the
knowledge of the Registrant, there would be no significant adjustments to these
financial statements if U.S. GAAP were to be applied except: (1) Netherlands
GAAP does not require a Statement of Cash Flows (see attached unaudited
Condensed Consolidated Cash Flow Statement), (2) certain items have been
classified as extraordinary items according to Netherlands GAAP, which would not
be so classified under U.S. accounting principles, and (3) certain production
costs have been classified as Other Production Costs rather than Cost of Goods
Sold, which does not impact net income.
Suplusco Holding B.V.
Condensed Consolidated Cash Flow Statement
------------------------------------------
For the year ended June 30, 1996
(in Dutch guilders)
Net Profit 896,707
Plus: expenses not requiring cash 378,044
Changes in working capital
Accrued taxes 557,223
Inventories and work-in-process (379,381)
Customer down payments (343,716)
Bank -current accounts (308,247)
Trade creditors (192,619)
Other accrued liabilities (143,042)
Accounts receivable 70,574
---------
Net change in working capital (739,208)
---------
Cash flow from operations 535,543
Investment in property, plant & equip., net (32,914)
Financing, net of retirements (225,000)
---------
Net increase in cash 277,629
Cash, beginning of year 300,080
---------
Cash, end of year 577,709
=========
<PAGE>
Item 7 (b)
Pro Forma Financial Information
<PAGE>
7
KEY TECHNOLOGY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Condensed Consolidated Financial
Statements of Key Technology Inc. illustrate the effects of Key Technology's
acquisition of 100% of the outstanding stock of Suplusco Holding B.V. (Suplusco)
and its wholly-owned subsidiary, Superior B.V. (Superior). Assets and
liabilities denominated in a foreign currency are translated to U.S. dollars at
the exchange rate on the balance sheet date. Revenues, costs, and expenses are
translated using an average rate.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet is prepared as
of June 30, 1996 and illustrates the effects of the acquisition of Suplusco as
if it had occurred on that date. The Unaudited Pro Forma Condensed Consolidated
Statements of Earnings are prepared for the nine months ended June 30, 1996 and
for the year ended September 30, 1995 and illustrate the effects of the
acquisition of Suplusco as if they had occurred at the beginning of each of the
periods.
The Unaudited Pro Forma Condensed Consolidated Financial Statements should
be read in conjunction with the historical financial statements of Key
Technology, Inc., which are incorporated herein by reference, the historical
financial statements of Suplusco, which are incorporated herein, and the Notes
to the Unaudited Pro Forma Condensed Consolidated Financial Statements. The
Unaudited Pro Forma Condensed Consolidated Financial Statements are not intended
to be indicative of actual operating results or financial position had the
transaction occurred as of the dates indicated above, nor do they purport to
indicate operating results or financial position that may be attained in the
future.
<PAGE>
KEY TECHNOLOGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Key Suplusco Pro Forma Pro Forma
Technology, Inc. Holding B.V. Adjustments Consolidated
---------------- ------------ ----------- ------------
(in thousands, in U.S. Dollars)
<S> <C> <C> <C> <C>
Assets
- ------
Current assets:
Cash and cash equivalents $ 6,609 $ 338 (1) $(2,322) $ 3,675
(2) (950)
Short-term investments 5,667 - - 5,667
Trade accounts receivable, net 7,040 895 - 7,935
Inventories:
Raw materials 4,736 455 - 5,191
Work-in-process and 6,310 255 - 6,565
sub-assemblies
Finished goods 1,694 96 - 1,790
-------- ------ ----------- -------
Total inventories 12,740 806 - 13,546
Other current assets 1,216 - - 1,216
-------- ------ ----------- -------
Total current assets 33,272 2,039 (3,272) 32,039
Property, plant and equip., net 5,087 1,231 (1) 1,302 7,620
Goodwill - 532 (1) 1,075 1,607
Other assets 1,168 - - 1,168
-------- ------ ----------- -------
Total $ 39,527 $3,802 $ (895) $42,434
======== ====== =========== =======
Liabilities and Shareholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable and accrued $ 8,033 $1,298 $ - $ 9,331
liabilities
Customer deposits 4,783 256 - 5,039
Other current liabilities 536 94 (1) 290 920
-------- ------ ----------- -------
Total current liabilities 13,352 1,648 290 15,290
Long-term debt 541 1,439 (1) 480 1,510
(2) (950)
Other long-term liabilities 443 - - 443
Total shareholders' equity 25,191 715 (1) (715) 25,191
-------- ------ ----------- -------
Total $ 39,527 $3,802 $ (895) $42,434
======== ====== =========== =======
</TABLE>
See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
<PAGE>
KEY TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
- -------------------------------------------------------------------------------
Adjustments
(1) To record the acquisition (cash and deferred payments) and adjust the
purchased assets to fair market value, including the recognition of
goodwill.
(2) To record the retirement of certain Suplusco debt at closing.
<PAGE>
KEY TECHNOLOGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED JUNE 30, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Key Suplusco Pro Forma Pro Forma
Technology, Inc. Holding B.V. Adjustments Consolidated
---------------- ------------ ----------- ------------
(in thousands, in U.S. Dollars, except share and per share data)
<S> <C> <C> <C> <C>
Net sales $34,498 $3,087 $ - $37,585
Cost of sales 20,842 1,828 (1) 96 22,766
------- ------ ---------- -------
Gross profit 13,656 1,259 (96) 14,819
Total operating expenses 10,803 440 - 11,243
------- ------ ---------- -------
Income from operations 2,853 819 (96) 3,576
Other income (expense) 546 (153) (2) (23) 409
(3) 39
------- ------ ---------- -------
Earnings before income taxes 3,399 666 (80) 3,985
Income tax expense (912) (280) (4) 27 (1,165)
------- ------ ---------- -------
Net earnings $ 2,487 $ 386 $ (53) $ 2,820
======= ====== ========== =======
Net earnings per share $ .54 $ .61
======= =======
Weighted average common and common
equivalent shares outstanding 4,651,000 4,651,000
========= =========
</TABLE>
See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Earnings
<PAGE>
KEY TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED JUNE 30, 1996
- -------------------------------------------------------------------------------
Adjustments
(1) To record the depreciation associated with the adjustment of assets to fair
market value and adjust the depreciation period of existing Machinery and
Equipment and Buildings, to a period of 7 years and 40 years, respectively.
(2) To record the amortization of goodwill generated by the acquisition over a
period of 10 years.
(3) To reduce interest expense for the retirement of certain Suplusco debt at
closing.
(4) To record the income tax effect of the pro forma adjustments.
<PAGE>
KEY TECHNOLOGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED SEPTEMBER 30, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Key Suplusco Pro Forma Pro Forma
Technology, Inc. Holding B.V. Adjustments Consolidated
---------------- ------------ ----------- ------------
(in thousands, in U.S. Dollars, except share and per share data)
<S> <C> <C> <C> <C>
Net sales $42,653 $4,699 $ - $47,352
Cost of sales 25,063 3,437 (1) 119 28,619
------- ------ ---------- -------
Gross profit 17,590 1,262 (119) 18,733
Total operating expenses 13,638 572 - 14,210
------- ------ ---------- -------
Income from operations 3,952 690 (119) 4,523
Other income (expense) 1,175 (156) (2) (27) 1,012
(3) 20
------- ------ ---------- -------
Earnings before income taxes 5,127 534 (126) 5,535
Income tax expense (1,589) (189) (4) 43 (1,735)
------- ------ ---------- -------
Net earnings $ 3,538 $ 345 $ (83) $ 3,800
======= ====== ========== =======
Net earnings per share $ .76 $ .82
======= =======
Weighted average common and common
equivalent
shares outstanding 4,639,000 4,639,000
========= =========
</TABLE>
See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Earnings
<PAGE>
KEY TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED SEPTEMBER 30, 1995
- -------------------------------------------------------------------------------
Adjustments
(1) To record the depreciation associated with the adjustment of assets to fair
market value and adjust the depreciation period of existing Machinery and
Equipment and Buildings, to a period of 7 years and 40 years, respectively.
(2) To record the amortization of goodwill generated by the acquisition over a
period of 10 years.
(3) To reduce interest expense for the retirement of certain Suplusco debt at
closing for the applicable time period the debt was outstanding.
(4) To record the income tax effect of the pro forma adjustments.
<PAGE>
Item 7 (c) Exhibits
EXHIBIT INDEX
2.1(1) Stock Purchase Agreement, dated as of July 1, 1996, among the
Company and the selling stockholders (omitting all schedules and
exhibits)
23 Consent of Deloitte & Touche, Registered Accountants, Enschede,
Netherlands
99 Press Release
- -----------------------------------
(1) Exhibit 2.1 to Form 8-K filed on July 16, 1996.
EXHIBIT 23
INDEPENDENT ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in this Form 8-K/A of the report of
Deloitte & Touche dated August 20, 1996 on the audit of the consolidated
financial statements of Suplusco Holding B.V. at Beusichem, concerning the
period July 1, 1995 up to and including June 30, 1996.
DELOITTE & TOUCHE
Enschede, Netherlands
September 9, 1996
EXHIBIT 99
July 8, 1996
Contact: Thomas C. Madsen
President and CEO
FOR IMMEDIATE RELEASE (509) 529-2161
- ---------------------
KEY TECHNOLOGY ANNOUNCES THE ACQUISITION OF SUPLUSCO HOLDING B.V.
AND SUPERIOR B.V.
WALLA WALLA, Washington -- Key Technology, Inc. (NASDAQ/NMS: KTEC) today
announced that it had finalized the acquisition of Suplusco Holding B.V. and its
wholly-owned subsidiary Superior B.V., both located in Beusichem, The
Netherlands. Superior is a manufacturer of high-end vibratory and conveying
equipment for the food, plastic and recycling industries in Europe. The
acquisition includes all Superior operations and will continue to operate as a
separate division of Key Technology, Inc., led by its existing management team.
Thomas C. Madsen, President and CEO of Key Technology commented: "By adding
Superior's manufacturing operations to the existing Key Technology B.V. sales
and service office, we create a significant market presence in Europe.
Superior's excellent reputation for quality products and service makes it a
natural fit with Key. The acquisition gives Key the same unique strategic
advantage in Europe that it enjoys in the U.S. by becoming a supplier of
complete integrated optical inspection and material handling systems for the
food processing industry. In addition, Superior has vibratory processing
products that Key Technology will manufacture and distribute for the U.S.
market."
For the eleven months ended May 31, 1996, Suplusco's consolidated net earnings
were approximately Dfl 795,000 (U.S. $465,000) on sales of approximately Dfl 6.1
million (U.S. $3.6 million). For the twelve months ended June 30, 1996, net
sales were approximately Dfl 6.7 million (U.S. $3.9 million). The purchase price
for the shares of Suplusco Holding B.V. was Dfl 5.2 million (U.S. $3.0 million)
cash. Superior has 25 employees, bringing Key Technology's European staffing
level to a total of 40 employees.
Key Technology, an ISO-9000 certified company, is a leading designer and
manufacturer of process automation systems, integrating electro-optical
inspection and sorting, specialized conveying, and product preparation
equipment. Key(R) systems allow processors to improve quality, increase yield
and reduce costs. Headquartered in Walla Walla, Washington, U.S.A., the Company
oversees a world-wide network of sales representatives on five continents. The
Company's common stock trades on the Nasdaq National Market tier of The Nasdaq
Stock Market(SM) under the symbol: KTEC.
# End #
