KEY TECHNOLOGY INC
10-Q, 1998-08-14
SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY)
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                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004
                  ---------------------------------------------

                                    FORM 10-Q

           |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  for the quarterly period ended June 30, 1998

                                       or

          | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   for the transition period from       to  
                                                 ------   -------

                           Commission File No. 0-21820
                  --------------------------------------------

                              KEY TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

          Oregon                                         93-0822509
    (State of Incorporation)               (I.R.S. Employer Identification No.)

   150 Avery Street, Walla Walla, Washington                99362
   (Address of principal executive offices)               (Zip Code)

                                 (509) 529-2161
              (Registrant's telephone number, including area code)
                  ---------------------------------------------


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


         The number of shares  outstanding of the Registrant's  common stock, no
par value, on July 31, 1998 was 4,697,912 shares.


<PAGE>


                                                         
KEY TECHNOLOGY, INC. AND SUBSIDIARIES
FORM 10-Q FOR THE THREE MONTHS ENDED JUNE 30, 1998
TABLE OF CONTENTS

- -------------------------------------------------------------------------------

PART I.  FINANCIAL INFORMATION

Item  1. Financial statements
         Condensed consolidated balance sheets, June 30, 1998
            (unaudited) and September 30, 1997................................3
         Condensed unaudited consolidated statements of operations for the
             three months ended June 30, 1998 and 1997 .......................4
         Condensed unaudited consolidated statements of operations for the
             nine months ended June 30, 1998 and 1997 ........................5
         Condensed unaudited consolidated statements of cash flows for
             the nine months ended June 30, 1998 and 1997.....................6
         Notes to condensed unaudited consolidated financial statements.......7


Item  2. Management's Discussion and Analysis of Financial Condition
             and Results of Operations........................................9


PART II.  OTHER INFORMATION

Item  6. Exhibits and Reports on Form 8-K....................................14


SIGNATURES...................................................................15

EXHIBIT INDEX................................................................16



<PAGE>


KEY TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1998 (UNAUDITED) AND SEPTEMBER 30, 1997

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                <C>                        <C>   

                                                                         June 30,                 September 30,
                                                                           1998                       1997
                                                                   ----------------------     ----------------------
                                                                                    (in thousands)
                            Assets
- ---------------------------------------------------------------
Current assets:
   Cash and cash equivalents                                             $ 5,268                     $ 2,896
   Trade accounts receivable, net                                          8,952                       8,716
   Inventories:
         Raw materials                                                     5,239                       5,393
         Work-in-process and sub-assemblies                                5,307                       5,357
         Finished goods                                                    2,586                       3,096
                                                                         -------                     -------
                 Total inventories                                        13,132                      13,846
   Other current assets                                                    1,914                       1,851
                                                                         -------                     -------
Total current assets                                                      29,266                      27,309
Property, plant and equipment, net                                         9,153                       9,380
Other assets                                                               2,548                       2,752
                                                                         -------                     -------
        Total                                                            $40,967                     $39,441
                                                                         =======                     =======


             Liabilities and Shareholders' Equity
- ---------------------------------------------------------------
Current liabilities:
   Accounts payable                                                      $ 2,653                     $ 2,496
   Accrued payroll liabilities and commissions                             2,618                       2,332
   Income tax payable                                                        447                         738
   Other accrued liabilities                                               2,483                       2,239
   Customers' deposits                                                     1,400                       1,344
   Short-term borrowings and debt                                            553                         852
                                                                         -------                     -------
Total current liabilities                                                 10,154                      10,001
Long-term debt                                                             1,302                       1,293
Deferred income taxes                                                        178                         116
Total shareholders' equity                                                29,333                      28,031
                                                                         -------                     -------
        Total                                                            $40,967                     $39,441
                                                                         =======                     =======
                                                  
</TABLE>



       See notes to condensed unaudited consolidated financial statements



<PAGE>


KEY TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                         <C>                   <C>   


                                                                                  1998                  1997
                                                                            -----------------     ----------------
                                                                            (in thousands, except per share data)

Net sales                                                                      $14,431               $13,951
Cost of sales                                                                    8,934                 9,607
                                                                               -------               -------
Gross profit                                                                     5,497                 4,344
Operating expenses:
   Selling                                                                       1,937                 1,866
   Research and development                                                      1,232                 1,215
   General and administrative                                                    1,440                 1,198
                                                                               -------               -------
Total operating expenses                                                         4,609                 4,279
                                                                               -------               -------
Income from operations                                                             888                    65
Other income                                                                        69                    87
                                                                               -------               -------
Earnings before income taxes                                                       957                   152
Income tax expense                                                                (336)                  (58)
                                                                               -------               -------
Net earnings                                                                   $   621               $    94
                                                                               -------               -------

Net earnings per common share - basic                                          $   .13               $   .02
                                                                               =======               =======

Net earnings per common share - diluted                                        $   .13               $   .02
                                                                               =======               =======
</TABLE>
















       See notes to condensed unaudited consolidated financial statements


<PAGE>


KEY TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                         <C>                   <C>


                                                                                  1998                  1997
                                                                            -----------------     ----------------
                                                                             (in thousands, except per share data)

Net sales                                                                         $40,377               $42,654
Cost of sales                                                                      25,284                29,660
                                                                                  -------               -------
Gross profit                                                                       15,093                12,994
Operating expenses:
   Selling                                                                          5,879                 5,966
   Research and development                                                         3,735                 3,386
   General and administrative                                                       3,854                 3,852
                                                                                  -------               -------
Total operating expenses                                                           13,468                13,204
                                                                                  -------               -------
Income (loss) from operations                                                       1,625                  (210)
Other income                                                                          133                   223
                                                                                  -------               -------
Earnings before income taxes                                                        1,758                    13
Income tax expense                                                                   (616)                  (11)
                                                                                  -------               -------
Net earnings                                                                      $ 1,142               $     2
                                                                                  =======               =======

Net earnings per common share - basic                                             $   .24               $   .00
                                                                                  =======               =======

Net earnings per common share - diluted                                           $   .24               $   .00
                                                                                  =======               =======











</TABLE>




       See notes to condensed unaudited consolidated financial statements


<PAGE>


KEY TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                               <C>                   <C> 


                                                                                       1998                  1997
                                                                                  ---------------        --------------
                                                                                               (in thousands)

Net cash provided by (used in) operating activities                                   $3,770                ($4,102)

Cash flows from investing activities:
     Proceeds from short-term investments                                                -                    6,070
     Additions to property, plant and equipment, net                                  (1,289)                (2,360)
                                                                                      ------                -------
          Net cash provided by (used in) investing activities                         (1,289)                 3,710
                                                                                      ------                -------

Cash flows from financing activities:
     Proceeds from (repayment of) short-term borrowings                                  -                     (114)
     Proceeds from issuance of long-term debt                                            408                  1,500
     Repayments of long-term debt                                                       (631)                (1,146)
     Proceeds from issuance of common stock                                              114                    216
                                                                                      ------                -------
          Net cash provided by (used in) financing activities                           (109)                   456
                                                                                      ------                -------

Net increase in cash and cash equivalents                                              2,372                     64

Cash and cash equivalents, beginning of the year                                       2,896                  3,458
                                                                                      ------                -------

Cash and cash equivalents, end of period                                              $5,268                 $3,522
                                                                                      ======                =======

Supplemental information:
     Cash paid during the period for interest                                        $   253                $   169

     Cash paid during the period for income taxes                                    $   710                 $1,318


</TABLE>






       See notes to condensed unaudited consolidated financial statements


<PAGE>


KEY TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

- -------------------------------------------------------------------------------

1.   Condensed unaudited consolidated financial statements

     Certain  information and note  disclosures  normally  included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have been omitted from these condensed  unaudited  consolidated
     financial  statements.  These condensed  unaudited  consolidated  financial
     statements should be read in conjunction with the financial  statements and
     notes thereto included in the Company's Form 10-K for the fiscal year ended
     September 30, 1997. The results of operations for the three- and nine-month
     periods ended June 30, 1998 are not necessarily indicative of the operating
     results for the full year.

     In the opinion of management,  all  adjustments,  consisting only of normal
     recurring  accruals,  have  been  made  to  present  fairly  the  Company's
     financial  position at June 30, 1998 and the results of its  operations for
     the three- and nine-month periods ended June 30, 1998 and 1997 and its cash
     flows for the nine-month periods ended June 30, 1998 and 1997.

     The balance sheet at September 30, 1997 has been condensed from the audited
     balance sheet as of that date.

2.   Income taxes

     The provision for income taxes is based on the estimated  effective  income
     tax rate for the year.

3.   Earnings per share

     Statement of Financial  Accounting Standards ("SFAS") No. 128, Earnings per
     Share,  requires all  companies  whose  capital  structures  include  stock
     options,  warrants or convertible securities to make a dual presentation of
     basic and diluted  earnings per share  ("EPS").  This  accounting  standard
     became  effective for the Company's fiscal quarter ended December 31, 1997.
     Basic earnings per share are computed on the basis of the weighted  average
     number of common shares outstanding during the period. Diluted earnings per
     share are calculated  after adjusting the weighted average number of common
     shares  outstanding  for any dilutive  effect of outstanding  stock options
     using the treasury stock method.  During periods of net loss, the effect of
     outstanding   stock  options  is   anti-dilutive   and  excluded  from  the
     calculation of loss per share.

     Tables  reconciling basic earnings per share and diluted earnings per share
     follow:


<PAGE>
<TABLE>
<CAPTION>


                   Reconciliation of Basic EPS to Diluted EPS (in thousands, except per share data):
                   ---------------------------------------------------------------------------------

<S>                                    <C>          <C>        <C>              <C>            <C>        <C>
 
                                                           For the Three Months Ended June 30,
                                      -------------------------------------------------------------------------------

                                                      1998                                      1997
                                      --------------------------------------    -------------------------------------

                                                               Per-Share                                  Per-Share
                                       Income       Shares       Amount         Income         Shares       Amount
                                       ------       ------       ------         ------         ------       ------
Basic EPS:
Income available to common
shareholders                            $  621        4,694        $ .13        $  94            4,679       $ .02
                                                                   =====                                     =====
Effect of Dilutive Securities:
   Stock Options                           -             30                         -               77
                                      ----------   ----------                  ----------     ----------

Diluted EPS:
Income available to common
shareholders plus assumed stock
options                                 $  621        4,724        $ .13        $  94            4,756       $ .02
                                        ======        =====        =====        =====            =====       =====


                                                            For the Nine Months Ended June 30,
                                      -------------------------------------------------------------------------------

                                                      1998                                      1997
                                      --------------------------------------    -------------------------------------

                                                               Per-Share                                  Per-Share
                                       Income       Shares       Amount          Income        Shares       Amount
                                       ------       ------       ------          ------        ------       ------
Basic EPS:
Income available to common
shareholders                           $ 1,142        4,690        $ .24         $    2         4,671        $ .00
                                                                   =====                                     =====

Effect of Dilutive Securities:
   Stock Options                           -             38                         -               90
                                      ----------   ----------                  ----------     ----------

Diluted EPS:
Income available to common
shareholders plus assumed stock
options                                $ 1,142        4,728        $ .24         $    2         4,761       $ .00
                                       =======        =====        =====         ======         =====       =====
</TABLE>


     Options to purchase  467,650 shares at prices ranging from $11.50 to $23.25
     per share were  outstanding  as of June 30, 1998,  but were not included in
     the  computation of diluted EPS for the  three-month  period ended June 30,
     1998  because the  options'  exercise  prices were greater than the average
     market price of the common stock.  For the nine month period ended June 30,
     1998,  options for 331,050  shares of common  stock at prices  ranging from
     $12.00 to $23.25 per share were not included in the  computation of diluted
     EPS because the  options'  exercise  prices were  greater  than the average
     market price of the common stock.  These options expire on dates  beginning
     February 6, 2006 through February 4, 2008.



<PAGE>


KEY TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

- --------------------------------------------------------------------------------

Comments  included in this  document  may include  "forward-looking  statements"
within the meaning of the federal  securities laws,  including  statements as to
anticipated future results that are based on current expectations and subject to
a number of risks and uncertainties.  The following factors, among others, could
cause actual results or outcomes to differ materially from current expectations:
the ability of the Tegra  product line to rebound and sustain an improved  level
of  customer   acceptance;   the  impact  of   beginning   backlog   levels  and
order-to-shipment  lead time  intervals  in certain  product  lines on quarterly
revenues;  achievement of product performance specifications and related product
upgrade  or  warranty   expenses;   the  ability  of  new  products  to  compete
successfully in either existing or new markets;  product development activities;
future costs of materials and other operating expenses; competitive factors; the
risks  involved  in  expanding  international  operations  and sales;  the costs
associated  with  providing  remediation  activities and  contingency  plans for
potential Year 2000 issues;  the performance  and needs of industries  served by
the Company and the  financial  capacity of  customers  in these  industries  to
purchase capital equipment.

Results of Operations
- ---------------------

For the  three-month  period ended June 30, 1998,  net earnings were $621,000 or
$.13 per share on net sales of $14.4 million compared to net earnings of $94,000
or $.02 per share on net sales of $14.0  million  for the  comparable  period in
fiscal 1997.  Net  earnings  were 4.3% and 0.7% of net sales in the two periods,
respectively.  For the nine months ended June 30, 1998, the Company's  operating
activities resulted in net income of $1.1 million or $.24 per share on net sales
of $40.4 million compared to net income of $2,000 or $.00 per share on net sales
of $42.7  million for the  corresponding  period in fiscal 1997.  Net income was
2.8% and 0.0% of net sales in the two nine-month periods, respectively.

THREE MONTHS.  Net sales increased  $480,000 to $14.4 million in the three-month
period ended June 30, 1998 compared to the corresponding  period in fiscal 1997.
The  increase in net sales  between the two periods  resulted  principally  from
increased  sales in the automated  inspection  systems and processing  equipment
product groups,  partially  offset by decreased  sales of specialized  conveying
systems.  Sales  of  automated  inspection  systems  resulted  principally  from
shipments of the Company's Tegra (TM) sorting  systems.  Within the specialized
conveying  systems  product group,  decreased  sales to domestic  customers were
partially  offset  by  increased  sales  to  European  and  other  international
customers.  Sales to European customers increased by 19% in the third quarter of
fiscal  1998 over the same  period  last year.  Sales of  specialized  conveying
systems to European  customers by the Company's Dutch  subsidiary,  KEY/Superior
B.V., was a significant factor contributing to this increase.

Backlog at the end of the most recent  quarter was  approximately  $8.1  million
compared  to the  backlog  of $9.0  million  at June 30,  1997.  Backlog  at the
beginning  of the  quarter  compared  to  backlog  at the  close of the  quarter
decreased  by  $2.1  million  compared  to a  decrease  of $5.5  million  in the
corresponding  period  in  fiscal  1997,  principally  as a result  of  customer
requirements for delivery in each respective period.

<PAGE>

Backlog does not include  orders  received and shipped  within the same quarter.
The total value of orders received in the third quarter of fiscal 1998 increased
by 45% over the value of orders recorded in the  corresponding  period in fiscal
1997.  The  increase in orders in the third  quarter of the current  fiscal year
compared to the same period last year was  principally  due to increased  orders
for  Tegra  automated  inspection  systems  followed  by  increased  orders  for
specialized conveying systems.

Gross  profit  increased  to $5.5  million or 38% of sales for the three  months
ended  June  30,  1998  compared  to  $4.3  million  or  31%  of  sales  in  the
corresponding  period last year. The improved margin resulted  principally  from
decreased  warranty and installation  expenses related to the Tegra product line
and  decreased  manufacturing  labor,  overhead  and  other  cost  variances  as
percentages of sales due to cost reduction  programs and improved  manufacturing
efficiencies.

Operating  expenses were $4.6 million in the  three-month  period ended June 30,
1998  compared to $4.3 million for the  three-month  period ended June 30, 1997.
General and administrative expenses increased by 20% to $1.4 million in the more
recent  quarter  principally  as a result of expenses  related to consulting and
training  services to improve the Company's  processes and product  reliability.
Management expects the general and administrative  expenses to decrease modestly
over the next several quarterly periods.  Selling expenses increased slightly to
just over $1.9 million in the more recent  period due  principally  to increased
advertising and product promotion  expenses.  Research and development  expenses
were essentially  unchanged between the comparable  quarterly  periods.  For the
fiscal quarter ended June 30, 1998, other income was $69,000 compared to $87,000
for the corresponding period in fiscal 1997.

During the three-month period ended March 31, 1998, the Company began the merger
and  consolidation  of its two European  subsidiaries,  Key Technology  B.V. and
Superior B.V into an entity named  KEY/Superior B.V. The consolidation will also
include the physical  relocation of the combined  operations  into a new, leased
facility adjacent to the current Superior B.V. location. The physical relocation
began in the third quarter and is expected to be completed in the fourth quarter
of fiscal 1998.

NINE MONTHS.  Net sales for the nine-month  period ended June 30, 1998 decreased
5% to $40.4 million from $42.7 million in the  comparable  period last year. The
decrease in net sales resulted from decreased  sales of products  principally in
the  processing  equipment  product  group  followed  by  decreases  in sales of
specialized  conveying systems. The decreased sales in these product groups were
generally  spread  across the  various  geographic  markets to which the Company
sells, except for Europe and, to a lesser extent,  Latin America,  both of which
experienced  increased sales. In the more recent  nine-month  period,  decreased
sales to customers in  international  geographic  markets  other than Europe and
Latin America resulted  principally from decreased sales of automated inspection
systems and specialized conveying systems.  Historically,  the Company's typical
terms  of sale  for such  systems  sold to  international  customers  have  been
denominated in U.S. dollars. The Company believes the relative  strengthening of

<PAGE>

     the dollar against other foreign currencies since the comparable period a
year ago has placed the Company's automated inspection systems at a competitive
pricing disadvantage. Net sales for the nine-month period ended June 30, 1998 in
the domestic and international markets served by the Company have also been
unfavorably affected by decreased capital spending by customers. The Company,
however, has recently been consulted on and is expecting to participate in
providing equipment and systems for a number of processing line refurbishment
and capacity expansion projects beginning in the fourth quarter of fiscal 1998
and continuing into the upcoming year.

For the nine months ended June 30, 1998,  gross profit increased by $2.1 million
or 16% to $15.1 million,  or 37% of sales,  compared to $13.0 million, or 30% of
sales, in the nine months ended June 30, 1997. Gross profit  contribution during
the  nine-month  period  ended June 30, 1998  increased  over the  corresponding
period  in 1997 due  principally  to a slight  shift in  product  mix to  higher
margined systems and improved margins on these systems,  decreased  warranty and
installation  expenses  and  decreased   manufacturing  overhead  and  labor  as
percentages of sales.  Total operating  expenses  increased by $264,000 to $13.5
million in the  nine-month  period ended June 30, 1998 from $13.2 million in the
comparable  period  in the  previous  fiscal  year  principally  as a result  of
increased  research and development  expenditures,  offset slightly by decreased
selling  expenses.  For the nine-month  period ended June 30, 1998, other income
was $133,000 compared to other income of $223,000 for the  corresponding  period
in fiscal 1997.  In the  corresponding  period in fiscal 1997,  other income had
benefited from moderately higher royalty,  scrap and interest income compared to
the more recent period


Liquidity and Capital Resources
- -------------------------------

For the  nine-month  period ended June 30, 1998,  net cash provided by operating
activities  totaled  $3.8  million  compared  to  net  cash  used  in  operating
activities  totaling $4.1 million in the corresponding  period in fiscal 1997. A
principal source of cash during the nine months ended June 30, 1998 was provided
by a decrease in inventories of $714,000. In the corresponding period last year,
the  Company  used $3.7  million  in cash to  decrease  trade  accounts  payable
balances and pay accrued income taxes and certain accrued  payroll  liabilities,
including  profit sharing and incentive  compensation  expenses,  which had been
accrued in the previous fiscal year.  Additionally,  operating activities during
the  fiscal  1997  period  had  resulted  in the use of $1.8  million to fund an
increase in inventories.

Cash flows from investing  activities  for the nine-month  period ended June 30,
1998  included the use of net cash  resources  totaling $1.3 million to fund the
acquisition of capital  equipment  compared to $2.4 million in the corresponding
period last year.  In the first three  quarters of fiscal  1997,  proceeds  from
short-term  investments,  upon their  maturity,  in a net amount of $6.1 million
were  utilized  to  partially  fund  operating  activities  and $2.4  million in
purchases of capital  equipment.  No such proceeds from  short-term  investments
have been  utilized in the  nine-month  period ended June 30, 1998.  At June 30,
1998, the Company had outstanding  commitments for capital expenditures totaling

<PAGE>

approximately  $650,000 for equipment and leasehold  improvements related to the
completion of the expansion of its operations in Beusichem, The Netherlands.

The Company's  cash flows from  financing  activities  for the nine months ended
June 30, 1998 were  principally  affected by repayments of $631,000 in long-term
debt. These repayments, offset by the receipt during the first quarter of fiscal
1998 of $408,000 from a third-party leasing company, the result of an assignment
of the  future  proceeds  of a  customer's  operating  lease  of  the  Company's
products, resulted in a net decrease of $223,000 in total consolidated long-term
debt for the nine months  ended June 30,  1998.  Proceeds  from the  issuance of
common  stock during the period under the  Company's  employee  stock option and
stock purchase plans totaled $114,000.

During the nine-month  period ended June 30, 1998,  working capital increased by
$1.8  million to $19.1  million.  Cash and cash  equivalents  increased  by $2.4
million as a result of operating activities. Trade accounts receivable increased
by the net amount of $236,000 and inventories  decreased by $714,000 principally
as a  result  of a high  level  of  shipments  at the end of the  period.  Trade
accounts  payable  increased  by  $157,000,  principally  as the  result  of the
expenditures  for equipment and leasehold  improvements in Europe.  Income taxes
payable,  payroll and other accrued liabilities also increased by the net amount
of $239,000, including the payment of $710,000 for income taxes.

The Company's facility with a domestic commercial bank provides for an operating
line of  credit  up to $4.0  million.  At June  30,  1998,  the  Company  had no
borrowings under this credit facility.

The   Company  also   maintains  a credit  facility   with  a  Dutch  bank which
provides  for  operating  lines of credit  totaling  1.5  million  guilders,  or
approximately $750,000, to the Company's subsidiary in the Netherlands.  At June
30, 1998, the Company had no borrowings under this credit facility.

The Company's  operating,  investing and financing activities resulted in a $2.4
million  increase in cash and cash  equivalents.  At the end of the period,  the
balance of cash and cash equivalents totaled $5.3 million.  The Company believes
that its cash and cash equivalents, cash generated from operations and available
borrowings under its operating lines of credit will be sufficient to provide for
its working capital needs and to fund future growth.

Year 2000 Conversion
- --------------------

The Company has  initiated  an  enterprise-wide  program to prepare its computer
systems,  applications  and  products  for the year  2000 date  conversion.  The
Company  expects to incur internal  staff costs as well as consulting  expenses,
investments in capital equipment and other remediation  expenditures  related to
enhancements  necessary to achieve a year 2000 date conversion with no effect on
customers or disruption to business operations. The total cost of compliance and
its  effect  on the  Company's  future  results  of  operations  is still  being
determined as a part of the detailed and on-going  compliance-planning  program.

<PAGE>

However, management currently believes that total expenditures for the Company's
year 2000  compliance  program will be  approximately  $350,000,  including both
capital  equipment and  operating  expense.  Expenditures  through June 30, 1998
total approximately $30,000.

The Company  expects that the portion of its year 2000  compliance  program that
addresses  internal issues should be substantially  completed by January 1, 1999
and contains  only a moderate to low level of risk.  The Company also expects to
continue its  assessment of external  issues  related to  suppliers,  customers,
utilities and other factors  which are outside of its immediate  control.  These
activities are expected to continue  throughout 1999 and beyond,  as applicable.
Since the  external  issues are outside of its  immediate  control,  the Company
assigns a higher level of risk to such issues.  The Company expects to implement
contingency plans as the requirements for such plans are identified.  The costs,
if any,  for such  contingency  plans  are  expected  to be  incremental  to the
Company's year 2000 compliance program expenditures indicated above.


<PAGE>


KEY TECHNOLOGY, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION

- -------------------------------------------------------------------------------

Part II.  OTHER INFORMATION


Item     6.       Exhibits and Reports on Form 8-K.

         (a)      Exhibits

                  None

         (b)      Reports on Form 8-K

                  The  following  report on Form 8-K was filed  during the three
                  months ended June 30, 1998.

                  1. Registrant's Form 8-K dated May 13, 1998 and filed with the
                     Securities   and  Exchange  Commission  on  June 24,   1998
                     disclosing  the  Company's adoption of a shareholder rights
                     plan.



<PAGE>


                                                        

                                   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.
                                                 (Registrant)


Date: August 12, 1998            By /s/ Thomas C. Madsen
                                    -------------------------------------
                                    Thomas C. Madsen,
                                    President and Chief Executive Officer



Date: August 12, 1998            By /s/ Steven D. Evans
                                    -------------------------------------
                                    Steven D. Evans,
                                    Vice President of Finance and Administration
                                    and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



<PAGE>


KEY TECHNOLOGY, INC. AND SUBSIDIARIES
FORM 10-Q FOR THE THREE MONTHS ENDED JUNE 30, 1998

- -------------------------------------------------------------------------------


EXHIBIT INDEX

Exhibit                                                                    Page
- -------                                                                    ----

27.1  Financial Data Schedule for the nine-month period
         ended June 30, 1998................................................17



<TABLE> <S> <C>


<ARTICLE>                                       5
<LEGEND>
    THIS SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM KEY
TECHNOLOGY,  INC.'S CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN ITS QUARTERLY
REPORT ON FORM 10-Q FOR THE PERIOD  ENDED JUNE 30, 1998 AND IS  QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND> 
       
<MULTIPLIER>                                     1,000
<CURRENCY>                                  US DOLLARS
<S>                                        <C>   
<PERIOD-TYPE>                              9-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-START>                             OCT-01-1997
<PERIOD-END>                               JUN-30-1998
<EXCHANGE-RATE>                                      1
<CASH>                                           5,268
<SECURITIES>                                         0
<RECEIVABLES>                                    9,483
<ALLOWANCES>                                      (531)
<INVENTORY>                                     13,132
<CURRENT-ASSETS>                                29,266
<PP&E>                                          18,906
<DEPRECIATION>                                  (9,753)
<TOTAL-ASSETS>                                  40,967
<CURRENT-LIABILITIES>                           10,154
<BONDS>                                          1,302
                                0
                                          0
<COMMON>                                         9,083
<OTHER-SE>                                      20,250
<TOTAL-LIABILITY-AND-EQUITY>                    40,967
<SALES>                                         40,377
<TOTAL-REVENUES>                                40,677
<CGS>                                           25,284
<TOTAL-COSTS>                                   25,284
<OTHER-EXPENSES>                                13,376
<LOSS-PROVISION>                                    92
<INTEREST-EXPENSE>                                 167
<INCOME-PRETAX>                                  1,758
<INCOME-TAX>                                       616
<INCOME-CONTINUING>                              1,142
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,142
<EPS-PRIMARY>                                     0.24
<EPS-DILUTED>                                     0.24

        

</TABLE>


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