KEY TECHNOLOGY INC
10-Q, 1998-05-15
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 March 31, 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 April 30, 1998 was 4,692,528 shares.


<PAGE>



KEY TECHNOLOGY, INC. AND SUBSIDIARIES
FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1998
TABLE OF CONTENTS
- -------------------------------------------------------------------------------



PART I.  FINANCIAL INFORMATION

Item     1.  Financial statements
             Condensed consolidated balance sheets, March 31, 1998
                (unaudited) and September 30, 1997.............................3
             Condensed unaudited consolidated statements of operations for the
                 three months ended March 31, 1998 and 1997 ...................4
             Condensed unaudited consolidated statements of operations for the
                 six months ended March 31, 1998 and 1997 .....................5
             Condensed unaudited consolidated statements of cash flows for
                 the six months ended March 31, 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.....................................10


PART II.  OTHER INFORMATION

Item     4. Submission of Matters to a Vote of Security Holders...............14

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
MARCH 31, 1998 (UNAUDITED) AND SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------

                                                                         March 31,                September 30,
                                                                           1998                       1997
                                                                   ----------------------     ----------------------
                                                                                (in thousands)
<S>                                                                         <C>                          <C>

                           Assets
- ---------------------------------------------------------------
Current assets:
   Cash and cash equivalents                                                $  5,548                     $ 2,896
   Trade accounts receivables, net                                             9,206                       8,716
   Inventories:
         Raw materials                                                         5,046                       5,393
         Work-in-process and sub-assemblies                                    5,199                       5,357
         Finished goods                                                        2,316                       3,096
                                                                             -------                     -------
                 Total inventories                                            12,561                      13,846
   Other current assets                                                        1,872                       1,851
                                                                             -------                     -------
Total current assets                                                          29,187                      27,309
Property, plant and equipment, net                                             8,802                       9,380
Other assets                                                                   2,609                       2,752
                                                                             -------                     -------
        Total                                                                $40,598                     $39,441
                                                                             =======                     =======





             Liabilities and Shareholders' Equity
- ---------------------------------------------------------------

Current liabilities:
   Accounts payable                                                          $ 1,756                     $ 2,496
   Accrued payroll liabilities and commissions                                 2,276                       2,332
   Income tax payable                                                            177                         738
   Other accrued liabilities                                                   2,566                       2,239
   Customers' deposits                                                         3,142                       1,344
   Short-term borrowings and debt                                                570                         852
                                                                             -------                     -------
Total current liabilities                                                     10,487                      10,001
Long-term debt                                                                 1,372                       1,293
Other long-term liabilities                                                      157                         116
Total shareholders' equity                                                    28,582                      28,031
                                                                             -------                     -------
        Total                                                                $40,598                     $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 MARCH 31, 1998 AND 1997

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                  1998                  1997
                                                                            -----------------     ----------------
                                                                            (in thousands, except per share data)
<S>                                                                               <C>                   <C>

Net sales                                                                         $13,187               $15,286
Cost of sales                                                                       8,147                10,174
                                                                                  -------               -------
Gross profit                                                                        5,040                 5,112
Operating expenses:
   Selling                                                                          1,996                 1,849
   Research and development                                                         1,348                 1,015
   General and administrative                                                       1,207                 1,312
                                                                                  -------               -------
Total operating expenses                                                            4,551                 4,176
                                                                                  -------               -------
Income from operations                                                                489                   936
Other income                                                                           43                   115
                                                                                  -------               -------
Earnings before income taxes                                                          532                 1,051
Income tax expense                                                                    186                   362
                                                                                  -------               -------
Net earnings                                                                      $   346               $   689
                                                                                  =======               =======
Net earnings per common share - basic                                             $   .07               $   .15
                                                                                  =======               =======
Net earnings per common share - diluted                                           $   .07               $   .15
                                                                                  =======               =======

</TABLE>














       See notes to condensed unaudited consolidated financial statements


<PAGE>


KEY TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 1998 AND 1997

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

<TABLE>
<CAPTION>

                                                                                  1998                  1997
                                                                            -----------------     ----------------
                                                                            (in thousands, except per share data)
<S>                                                                               <C>                   <C>

Net sales                                                                         $25,946               $28,703
Cost of sales                                                                      16,350                20,053
                                                                                  -------               -------
Gross profit                                                                        9,596                 8,650
Operating expenses:
   Selling                                                                          3,942                 4,100
   Research and development                                                         2,503                 2,171
   General and administrative                                                       2,415                 2,654
                                                                                  -------               -------
Total operating expenses                                                            8,860                 8,925
                                                                                  -------               -------
Income (loss) from operations                                                         736                  (275)
Other income                                                                           65                   135
                                                                                  -------               -------
Earnings (loss) before income taxes                                                   801                  (140)
Income tax benefit (expense)                                                         (281)                   47
                                                                                  -------               -------
Net earnings (loss)                                                               $   520               $   (93)
                                                                                  =======               =======
Net earnings (loss) per common share - basic                                      $   .11               $  (.02)
                                                                                  =======               =======
Net earnings (loss) per common share - diluted                                    $   .11               $  (.02)
                                                                                  =======               =======


</TABLE>













       See notes to condensed unaudited consolidated financial statements


<PAGE>


KEY TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 1998 AND 1997

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                       1998                  1997
                                                                                  ---------------        --------------
                                                                                               (in thousands)
<S>                                                                                 <C>                     <C>

Net cash provided by (used in) operating activities                                  $ 3,207                ($5,168)

Cash flows from investing activities:
     Proceeds from short-term investments                                                -                    3,075
     Additions to property, plant and equipment, net                                    (499)                (1,982)
                                                                                     -------                -------
          Net cash provided by (used in) investing activities                           (499)                 1,093
                                                                                     -------                -------
Cash flows from financing activities:
     Proceeds from short-term borrowings                                                 -                      937
     Proceeds from issuance of long-term debt                                            408                  1,500
     Repayments of long-term debt                                                       (535)                (1,076)
     Proceeds from issuance of common stock                                               71                    152
                                                                                     -------                -------
          Net cash provided by (used in) financing activities                            (56)                 1,513
                                                                                     -------                -------
Net increase (decrease) in cash and cash equivalents                                   2,652                 (2,562)

Cash and cash equivalents, beginning of the year                                       2,896                  3,458
                                                                                     -------                -------
Cash and cash equivalents, end of period                                             $ 5,548                $   896
                                                                                     =======                =======
Supplemental information:
     Cash paid during the period for interest                                      $     257              $     110

     Cash paid during the period for income taxes                                  $     661               $  1,300

</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 six-month
     periods  ended  March  31,  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 March 31, 1998 and the results of its operations for
     the three- and six-month periods ended March 31, 1998 and 1997 and its cash
     flows for the six-month periods ended March 31, 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 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>

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

Reconciliation of Basic EPS to Diluted EPS (in thousands,except per share data):
<TABLE>
<CAPTION>

                                                           For the Three Months Ended March 31,
                                      -------------------------------------------------------------------------------

                                                      1998                                      1997
                                      --------------------------------------    -------------------------------------
<S>                                    <C>          <C>        <C>              <C>            <C>        <C>

                                                               Per-Share                                  Per-Share
                                       Income       Shares       Amount         Income         Shares       Amount
Basic EPS:
Income available to common
shareholders                            $  346        4,690        $ .07         $  689          4,673       $ .15
                                                                   =====                                     =====

Effect of Dilutive Securities:
   Stock Options                           -             34                         -               87
                                      ----------   ----------                  ----------     ----------

Diluted EPS:
Income available to common
shareholders plus assumed stock
options                                 $  346        4,724        $ .07         $  689          4,760       $ .15
                                        ======        =====        =====         ======          =====       =====
</TABLE>

<TABLE>
<CAPTION>

                                                            For the Six Months Ended March 31,
                                      -------------------------------------------------------------------------------

                                                      1998                                      1997
                                      --------------------------------------    -------------------------------------
<S>                                    <C>          <C>        <C>                 <C>            <C>        <C>

                                                               Per-Share                                  Per-Share
                                       Income       Shares       Amount            Loss        Shares       Amount
Basic EPS:
Income (loss) available to common
shareholders                            $  520        4,688        $ .11         ($  93)         4,667      ($ .02)
                                                                   =====                                    =======

Effect of Dilutive Securities:
   Stock Options                           -             43                         -           N.A.

                                                                                                 Anti-
                                                                                               dilutive
                                      ----------   ----------                  ----------     ----------

Diluted EPS:
Income (loss) available to common
shareholders plus assumed stock
options                                 $  520        4,731        $ .11         ($  93)         4,667      ($ .02)
                                        ======        =====        =====         =======         =====      =======
</TABLE>


     Options to purchase  316,550 shares at prices ranging from $16.25 to $23.25
     per share were  outstanding  as of March 31, 1998, but were not included in
     the computation of diluted EPS for the  three-month  period ended March 31,
     1998  because the  options'  exercise  prices were greater than the average
     market price of the common stock.  For the six-month period ended March 31,
     1998,  options for 345,400  shares of common  stock at prices  ranging from
     $11.50 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 March 25, 2008.
<PAGE>

4.   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  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
     being  determined  as a part of the detailed  compliance-planning  program.
     However,  management  believes that a reasonable  proportion of these costs
     are not likely to be  incremental  costs to the  Company,  but rather  will
     represent the redeployment of existing resources.



<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  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;  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 remediating  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 March 31, 1998, net earnings were $346,000 or
$.07  per  share on net  sales of $13.2  million  compared  to net  earnings  of
$689,000  or $.15 per share on net  sales of $15.3  million  for the  comparable
period in fiscal 1997.  Net earnings  were 2.6% and 4.5% of net sales in the two
periods,  respectively.  For the six months ended March 31, 1998,  the Company's
operating activities resulted in net income of $520,000 or $.11 per share on net
sales of $25.9  million  compared  to a net loss of $93,000 or $.02 per share on
net sales of $28.7 million for the corresponding period in fiscal 1997.

Three  Months.  Net sales  decreased  approximately  $2.1  million or 14% in the
three-month period ended March 31, 1998 compared to the corresponding  period in
fiscal  1997.  The  decrease  in net  sales  between  the two  periods  resulted
principally  from decreased  sales in the processing  equipment and  specialized
conveying  system  product  groups,  partially  offset  by  increased  sales  of
automated  inspection  systems.  The decrease in sales in the second  quarter of
fiscal 1998 of the  Company's  processing  equipment and  specialized  conveying
systems from the prior corresponding  period resulted principally from a reduced
level of orders  for these  products  during the first  quarter  of fiscal  1998
compared to the first quarter of the 1997 fiscal year, which had been seasonally
atypical.  The  increased  level of sales for these  products in fiscal 1997 was
partially  related to the  construction of new processing  facilities by several
vegetable  industry  customers,  which did not reoccur in fiscal 1998.  Sales of
automated   inspection  systems  resulted  principally  from  shipments  of  the
Company's  Tegra(TM) sorting systems.  Sales to European customers  increased by
60% in the second  quarter of fiscal 1998 over the same period last year.  Sales
of specialized  conveying  systems to European  customers by the Company's Dutch
subsidiary,  Superior  B.V.,  was a  significant  factor  contributing  to  this
increase.

Backlog at the end of the most recent  quarter was  approximately  $10.2 million
compared to the  respective  backlogs of $7.6  million at the  beginning  of the
period and $14.5  million at March 31, 1997.  Backlog  increased by $2.6 million
within the second  quarter of fiscal 1998 compared to a decrease of $1.5 million
<PAGE>

in backlog  within the  corresponding  period in fiscal 1997,  principally  as a
result of increased orders for Tegra systems in the more recent period.

Gross profit  improved to 38% of sales for the three months ended March 31, 1998
from 33% of sales  in the  corresponding  period  last  year as a result  of the
improved gross margins in all product groups, and specialized  conveying systems
in  particular.   The  improved  margin   percentage   resulted  from  decreased
manufacturing  labor and overhead as  percentages of sales due to cost reduction
programs  and  improved  manufacturing  efficiencies.  A shift in product mix to
higher margined products,  primarily automated  inspection  systems,  was also a
contributing factor to this increase in gross profit percentage.  However, gross
profit  contribution  decreased  slightly  to $5.0  million in the  fiscal  1998
quarter  compared to $5.1 million for the  corresponding  period in fiscal 1997.
Overall gross profit contribution decreased principally as a result of decreased
sales in the more recent quarterly period.

Operating  expenses were $4.6 million in the three-month  period ended March 31,
1998 compared to $4.2 million for the  three-month  period ended March 31, 1997.
Research and development  expenses  increased by 33% to $1.3 million  reflecting
increased  spending  for  new  product  development  related  to  expanding  the
Company's presence in new markets and product  applications.  Management expects
that  expenditures  for  research  and  development   activities  will  decrease
moderately over the next several quarters.  Selling expenses  increased by 8% to
$2.0 million in the more recent period due principally to increased  advertising
and product promotion expenses. General and administrative expenses decreased by
8% to $1.2  million  in the more  recent  quarter  as a result of a  variety  of
factors,  including  deceased  expense  levels for payroll and personnel  costs,
legal fees, business promotion and maintenance expenses.  For the fiscal quarter
ended March 31,  1998,  other  income was $43,000  compared to $115,000  for the
corresponding period in fiscal 1997.

During the  three-month  period  ended March 31,  1998,  the  Company  began the
consolidation of its two European subsidiaries, Key Technology B.V. and Superior
B.V. During the period, the Company incurred  approximately  $50,000 in expenses
related to the  consolidation.  The consolidation is expected to be completed in
early June.

Six Months.  Net sales for the six-month  period ended March 31, 1998  decreased
10% to $25.9 million from $28.7 million in the comparable  period last year. The
decrease in net sales  resulted  from  decreased  sales of products in all three
primary product groups,  principally in the processing  equipment  product group
followed by decreases in sales of  specialized  conveying  systems and automated
inspection  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  six-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 to these customers  during the first
quarter of fiscal 1998 compared to the same period last year. Historically,  the

<PAGE>

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  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.   Accordingly,  the  Company
continues to review its sales strategies for such systems.

For the six months ended March 31, 1998,  gross profit  increased by $946,000 or
11% to $9.6 million, or 37% of sales, compared to $8.7 million, or 30% of sales,
in the six months ended March 31, 1997.  Gross  profit  contribution  during the
six-month period ended March 31, 1998 increased over the corresponding period in
1997 due  principally to a shift in product mix to higher  margined  systems and
improved  margins on these  systems,  and decreased  manufacturing  overhead and
labor as percentages of sales.  Total operating expenses decreased by $65,000 to
$8.86 million in the six-month period ended March 31, 1998 from $8.93 million in
the comparable  period in the previous  fiscal year,  principally as a result of
decreased  general and  administrative  expenses  followed by decreased  selling
costs, both of which were partially offset by increased research and development
expenditures, as discussed above. For the six-month period ended March 31, 1998,
other  income  was  $65,000  compared  to  other  income  of  $135,000  for  the
corresponding  period in fiscal  1997.  In the  corresponding  quarter in fiscal
1997,  other income had benefited  from  moderately  improved  royalty and other
miscellaneous income compared to the more recent quarterly period

The  results of  operations  for the six months  ended  March 31,  1997 were net
income of  $520,000  compared  to a net loss of  $93,000  for the  corresponding
period in fiscal  1997.  The results of  operations  were 2.0% and (0.3%) of net
sales in the two periods, respectively.

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

For the  six-month  period ended March 31, 1998,  net cash provided by operating
activities  totaled  $3.2  million  compared  to  net  cash  used  in  operating
activities totaling $5.2 million in the corresponding period in fiscal 1997. Two
principal  sources  of cash  during  the six months  ended  March 31,  1998 were
provided by an increase of $1.8 million in customers' deposits and a decrease in
inventories of $1.3 million. In the corresponding  period last year, the Company
used $3.6 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  $1.3  million  to  fund  an  increase  in
inventories.

Cash flows from investing  activities  for the six-month  period ended March 31,
1998  included  the use of net  cash  resources  totaling  $499,000  to fund the
acquisition of capital  equipment.  In the corresponding  period in fiscal 1997,
proceeds from short-term  investments,  upon their maturity,  in a net amount of
$3.1  million were  utilized to partially  fund  operating  activities  and $2.0
million in purchases of capital  equipment.  At March 31, 1998,  the Company had
approved capital expenditures totaling  approximately $1.3 million for equipment
and leasehold improvements related to expanding its operations in Europe through
the leasing of a new larger facility in Beusichem, The Netherlands.
<PAGE>

The  Company's  cash flows from  financing  activities  for the six months ended
March 31, 1998 were principally  affected by repayments of $535,000 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 an a net  decrease  of  $127,000  in total  consolidated
long-term  debt for the six  months  ended  March 31,  1998.  Proceeds  from the
issuance of common stock during the period under the  Company's  employee  stock
option and stock purchase plans totaled $71,000.

During the six-month period ended March 31, 1998,  working capital  increased by
$1.4 million to $18.7 million.  Trade accounts  receivable  increased by the net
amount of $490,000 and  inventories  decreased by $1.3 million  principally as a
result of a high level of  shipments  at the end of the  period.  Deposits  from
customers  increased by $1.8 million as a result of the increased backlog at the
close  of the  second  fiscal  quarter.  Trade  accounts  payable  decreased  by
$740,000, principally as the result of the decrease in inventories. Income taxes
payable,  payroll and other accrued liabilities also decreased by the net amount
of $290,000, including the payment of $661,000 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  March  31,1998,  the  Company  had no
borrowings  under  this  credit  facility.  The line of credit is  subject to an
annual  renewal and was renewed in January  1998.  The line of credit  under the
most recent renewal  remains  unsecured with terms at one-quarter  percent below
the bank's prime rate of interest.

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  subsidiaries in the Netherlands.  At March 31,1998,
the Company had no borrowings under this credit facility.

The Company's  operating,  investing and financing activities resulted in a $2.7
million  increase in cash and cash  equivalents.  At the end of the period,  the
balance of cash and cash equivalents totaled $5.5 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.



<PAGE>


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

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

Part II.  OTHER INFORMATION

Item     4.       Submission of Matters to a Vote of Security Holders.

         The  Company  held its Annual  Meeting of  Shareholders  on February 4,
         1998.  Voting common  shareholders  took the  following  actions at the
         meeting:

         1.   The shareholders voted to elect the following nominees to the
              Company's Board of Directors:
                                           Votes                 Votes
                                            For                Abstaining
                                     -----------------    -------------------
                John E. Pelo            4,342,099                13,845
                Peter H. Van Oppen      4,341,129                14,815

              Other directors  whose term of office as a director  continued
              after the meeting are as follows:

                      Harold R. Frank
                      Edfred L. Shannon Jr.
                      Thomas C. Madsen
                      Gordon Wicher


         2.   The  shareholders  voted to ratify  management's  selection of
              independent   auditors   for  the  1998  fiscal  year  by  the
              affirmative  vote of  4,328,151  shares,  with  15,077  shares
              voting against the proposal and 12,716 shares abstaining.


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

         (a)  Exhibits

              (27.1)   Financial Data Schedule for the six-month period
                       ended March 31, 1998.
              (27.2)   Restated Financial Data Schedules for the nine-month and
                       one-year periods ended June 30 and September 30,1996,
                       respectively.

         (b)  Reports on Form 8-K

              No Current  Reports  on Form 8-K were  filed  during the three
              months ended March 31, 1998.



<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: May 14, 1998              By     /s/ Thomas C. Madsen
                                   ---------------------------
                                   Thomas C. Madsen,
                                   President and Chief Executive Officer



Date: May 14, 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 MARCH 31, 1997

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>


EXHIBIT INDEX
<S>                                                                                               <C>

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

27.1     Financial Data Schedule for the six-month period ended March 31, 1998.....................17

27.2     Restated Financial Data Schedules for the nine-month and one-year periods ended June 30 and
         September 30, 1996, respectively..........................................................18


</TABLE>


<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 MARCH 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<MULTIPLIER>                                       1,000
<CURRENCY>                                      US DOLLARS
<S>                                            <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                              SEP-30-1998
<PERIOD-START>                                 OCT-01-1997
<PERIOD-END>                                   MAR-31-1998
<EXCHANGE-RATE>                                        1
<CASH>                                             5,548
<SECURITIES>                                           0
<RECEIVABLES>                                      9,704
<ALLOWANCES>                                        (498)
<INVENTORY>                                       12,561
<CURRENT-ASSETS>                                  29,187
<PP&E>                                            18,060
<DEPRECIATION>                                    (9,258)
<TOTAL-ASSETS>                                    40,598
<CURRENT-LIABILITIES>                             10,487
<BONDS>                                            1,372
                                  0
                                            0
<COMMON>                                           9,040
<OTHER-SE>                                        19,542
<TOTAL-LIABILITY-AND-EQUITY>                      40,598
<SALES>                                           25,946
<TOTAL-REVENUES>                                  26,119
<CGS>                                             16,350
<TOTAL-COSTS>                                     16,350
<OTHER-EXPENSES>                                   8,797
<LOSS-PROVISION>                                      63
<INTEREST-EXPENSE>                                   108
<INCOME-PRETAX>                                      801
<INCOME-TAX>                                         281
<INCOME-CONTINUING>                                  520
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                         520
<EPS-PRIMARY>                                       0.11
<EPS-DILUTED>                                       0.11

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                      5
<LEGEND>
    THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
KEY TECHNOLOGY,  INC.'S RESPECTIVE CONSOLIDATED BALANCE SHEETS AS OF SEP-30-1996
AND JUN-30-1996 AND THE RELATED  STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE
RESPECTIVE  PERIODS  THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<RESTATED>
<MULTIPLIER>                          1,000
<CURRENCY>                       US DOLLARS                      US DOLLARS
<S>                              <C>                             <C>
<PERIOD-TYPE>                    YEAR                            9-MOS
<FISCAL-YEAR-END>                SEP-30-1996                     SEP-30-1996
<PERIOD-START>                   OCT-01-1995                     OCT-01-1995
<PERIOD-END>                     SEP-30-1996                     JUN-30-1996
<EXCHANGE-RATE>                           1                                1
<CASH>                                3,458                            6,609
<SECURITIES>                          6,070                            5,667
<RECEIVABLES>                         9,097                            7,254
<ALLOWANCES>                           (273)                            (214)
<INVENTORY>                          13,486                           12,740
<CURRENT-ASSETS>                     33,470                           33,272
<PP&E>                               15,524                           11,707
<DEPRECIATION>                       (6,821)                          (6,620)
<TOTAL-ASSETS>                       45,252                            9,527
<CURRENT-LIABILITIES>                15,734                            3,352
<BONDS>                               1,467                              541
                     0                                0
                               0                                0
<COMMON>                              8,730                            8,694
<OTHER-SE>                           18,853                            6,497
<TOTAL-LIABILITY-AND-EQUITY>         45,252                            9,527
<SALES>                              54,341                            4,498
<TOTAL-REVENUES>                     55,592                            5,125
<CGS>                                33,050                            0,842
<TOTAL-COSTS>                        33,050                            0,842
<OTHER-EXPENSES>                     15,226                            0,803
<LOSS-PROVISION>                        120                               45
<INTEREST-EXPENSE>                       70                               36
<INCOME-PRETAX>                       7,126                            3,399
<INCOME-TAX>                          2,252                              912
<INCOME-CONTINUING>                   4,874                            2,487
<DISCONTINUED>                            0                                0
<EXTRAORDINARY>                           0                                0
<CHANGES>                                 0                                0
<NET-INCOME>                          4,874                            2,487
<EPS-PRIMARY>                          1.05                             0.54
<EPS-DILUTED>                          1.02<F1>                         0.52<F1>
<FN>
     <F1>  REFLECTS THE ADOPTION IN THE FIRST QUARTER OF FISCAL YEAR 1998 OF FAS
128, A NEW  STANDARD  OF  COMPUTING  AND  PRESENTING  BOTH BASIC AND DILUTED NET
EARNINGS  PER  SHARE.  PERIODS  PRESENTED  ARE THE ONLY  PERIODS  WHERE  THE NEW
STANDARD CHANGED EARNINGS PER SHARE.
</FN>
        

</TABLE>


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