x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2011
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____.
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Oregon
(State or jurisdiction of incorporation or organization)
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93-0822509
(I.R.S. Employer Identification No.)
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150 Avery Street
Walla Walla, Washington
(Address of Principal Executive Offices)
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99362
(Zip Code)
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Title of each class
Common Stock, no par value
Preferred Stock Purchase Right
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Name of each exchange on which registered
The NASDAQ Global Market
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Large accelerated filer
¨
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Accelerated filer
ý
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Non-accelerated filer
¨
(Do not check if a smaller reporting company.)
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Smaller reporting company
o
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68
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·
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changes in general economic conditions and disruption in financial markets may adversely affect the business of the Company’s customers and the Company’s business and results of operations;
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·
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ongoing uncertainty and volatility in the financial markets related to the U.S. budget deficit, the European sovereign debt crisis and the state of the U.S. economic recovery may adversely affect the Company’s operating results;
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·
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economic conditions in the food processing industry, either globally or regionally, may adversely affect the Company's revenues;
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·
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the loss of any of the Company’s significant customers could reduce the Company’s revenues and profitability;
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·
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the Company is subject to pricing pressure that may reduce the Company’s profitability;
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·
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the failure of the Company's independent sales representatives to perform as expected would harm the Company's net sales;
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·
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the Company may make acquisitions that could disrupt the Company’s operations and harm the Company’s operating results;
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·
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the Company's international operations subject the Company to a number of risks that could adversely affect the Company’s revenues, operating results and growth;
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·
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fluctuations in foreign currency exchange rates could result in unanticipated losses that could adversely affect the Company's liquidity and results of operations;
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·
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advances in technology by competitors may adversely affect the Company’s sales and profitability;
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·
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the Company’s new and existing products may not compete successfully in either current or new markets, which would adversely affect the Company’s sales and operating results;
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·
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the Company’s expansion into new markets, increasingly complex projects and applications, and integrated product offerings could increase the Company’s cost of operations and reduce gross margins and profitability;
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·
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the Company’s product offerings depend, to a certain extent, on products and components manufactured by others;
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·
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the Company's information systems, computer equipment and information databases are critical to its business operations, and any damage or disruptions could adversely affect the Company's business and results of operations;
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·
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the Company’s potential inability to retain and recruit experienced management and other key personnel, or the loss of key management personnel, may adversely affect the Company’s business and prospects for growth;
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·
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the potential inability to protect the Company’s intellectual property, especially as the Company expands geographically, may adversely affect the Company’s competitive advantage;
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·
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intellectual property-related litigation expenses and other costs resulting from infringement claims asserted against the Company by third parties may adversely affect the Company’s results of operations and its customer relations;
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·
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the Company's dependence on certain suppliers may leave the Company temporarily without adequate access to raw materials or products;
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·
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the Company's operating results are seasonal and may further fluctuate due to severe weather conditions affecting the agricultural industry in various parts of the world;
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·
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the limited availability and possible cost fluctuations of materials used in the Company's products could adversely affect the Company's gross margins;
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·
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compliance with recently passed health care legislation may adversely affect the Company’s business;
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·
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the Company’s reported results may be affected adversely by the implementation of new, or changes in the interpretation of existing, accounting principles or financial reporting requirements, which could require the Company to incur substantial additional expenses; and
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·
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compliance with changing regulation of corporate governance and public disclosure will result in additional expenses to the Company and pose challenges for the Company’s management.
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BUSINESS.
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Fiscal Year Ended September 30,
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||||||||||||||||||||||||
2011
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2010
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2009
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||||||||||||||||||||||
Automated inspection systems
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$ | 52,962 | 46 | % | $ | 51,955 | 45 | % | $ | 48,188 | 45 | % | ||||||||||||
Process systems
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40,716 | 35 | % | 41,338 | 36 | % | 36,507 | 35 | % | |||||||||||||||
Parts and service
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22,650 | 19 | % | 22,511 | 19 | % | 20,755 | 20 | % | |||||||||||||||
Net sales
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$ | 116,328 | 100 | % | $ | 115,804 | 100 | % | $ | 105,450 | 100 | % |
Fiscal Year Ended September 30,
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||||||||||||
2011
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2010
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2009
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||||||||||
Automated inspection systems
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45 | % | 43 | % | 44 | % | ||||||
Process systems
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27 | % | 30 | % | 31 | % | ||||||
Parts and service
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28 | % | 27 | % | 25 | % | ||||||
Total gross margin
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100 | % | 100 | % | 100 | % |
Location
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Manufacturing Facility
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Products/Services Produced
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Walla Walla, Washington
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132,000 square feet
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Automated Inspection Systems
Process Systems
Parts and Service
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Redmond, Oregon
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17,000 square feet
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Process Systems
Parts and Service
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Beusichem, The Netherlands
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37,000 square feet
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Process Systems
Automated Inspection Systems
Parts and Service
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RISK FACTORS.
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·
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adversely affect our expansion plans, including possible acquisitions;
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·
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impair the financial condition of some of our customers and suppliers, thereby increasing customer bad debts or non-performance by suppliers;
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adversely affect our ability to fund new product development necessary to meet future customer requirements;
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negatively affect global demand for our customers' products, particularly in the food industry, which could result in underutilization of our production facilities and a reduction of sales, operating income and cash flows;
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negatively affect our customers’ ability to obtain financing, which could result in a reduction in sales, operating income and cash flows;
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negatively affect our return on cash and cash equivalents;
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make it more difficult or costly for us to obtain financing for our operations or investments;
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negatively affect our risk management activities if we are required to record losses related to financial instruments or experience counterparty failure;
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require asset write-downs; or
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impair the financial viability of our insurers.
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significant potential expenditures of cash, stock, and management resources;
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difficulty achieving the potential financial and strategic benefits of the acquisition;
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difficulties in integrating acquired operations or products, including the potential loss of key employees from the acquired business;
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difficulties and costs associated with evaluating and integrating the information systems and internal control systems of the acquired business;
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impairment of assets related to goodwill and other intangible assets resulting from the acquisition, and reduction in our future operating results from amortization of intangible assets;
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diversion of management's attention from our core business, including loss of management focus on marketplace development;
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potential difficulties in complying with foreign regulatory requirements;
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adverse effects on existing business relationships with suppliers and customers, including the potential loss of suppliers and customers of the acquired business;
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assumption of liabilities, known and unknown, related to the acquired business in general, and litigation and other legal process involving the acquired business in particular;
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entering geographic areas or distribution channels in which we have limited or no prior experience; and
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those risks related to general economic and political conditions.
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unexpected changes in regulatory and certification requirements;
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restrictive governmental actions (such as restrictions on the transfer or repatriation of funds and trade protection measures, including export duties and quotas, customs duties and tariffs, or trade barriers erected by either the United States or other countries where we do business);
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currency restrictions and exchange rate fluctuations;
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scrutiny of foreign tax authorities which could result in significant fines, penalties and additional taxes;
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changes in import or export licensing requirements;
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longer payment cycles;
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transportation delays;
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competitive pricing that we may experience internationally;
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challenges in implementing cost effective operating and manufacturing strategies in varied geographic regions;
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economic downturns, civil disturbances or political instability;
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geopolitical turmoil, including terrorism or war;
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difficulties and costs of staffing and managing geographically disparate operations;
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changes in labor standards;
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laws and business practices favoring local companies;
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limitations on our ability under local law to protect our intellectual property;
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changes in domestic and foreign tax rates and laws; and
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difficulty in obtaining sales representatives and servicing products in foreign countries, which may adversely affect sales in those countries.
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length of time and cost for development of these markets and technologies;
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development of the technological capability to address the requirements and performance specifications of new markets; our ability to manufacture our products in various geographies, which may affect our success in certain emerging markets;
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product reliability issues related to both new technology and adapting existing products to operate in new or rugged operating environments at customer sites; and
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failure to meet performance specifications, which could damage the profitability and the reputation of the Company and its products.
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Location
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Purpose
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Square Feet
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Owned or Leased
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Lease Expires
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Renewal Period
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Walla Walla, Washington
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Corporate office, manufacturing, research and development, sales and marketing, administration
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173,000
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Owned
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n/a
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n/a
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Walla Walla, Washington
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Customer Visitor Center, equipment demonstration facility
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31,500
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Leased
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2015
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Two five-year renewal periods
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Redmond, Oregon
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Manufacturing, research and development, sales, administration
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19,000
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Leased
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2012
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2017
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Beusichem, The Netherlands
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Manufacturing, sales and marketing, administration
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45,000
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Leased
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2015
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One-year
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Beusichem, The Netherlands
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Warehouse
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11,000
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Leased
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2013
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None
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ITEM
3.
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LEGAL PROCEEDINGS.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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Stock price by quarter
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High
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Low
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||||||
Fiscal year ended September 30, 2011
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||||||||
First Quarter
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$ | 17.65 | $ | 12.11 | ||||
Second Quarter
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$ | 22.28 | $ | 15.73 | ||||
Third Quarter
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$ | 21.22 | $ | 14.90 | ||||
Fourth Quarter
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$ | 17.43 | $ | 11.24 | ||||
Fiscal year ended September 30, 2010
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||||||||
First Quarter
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$ | 12.50 | $ | 9.89 | ||||
Second Quarter
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$ | 15.48 | $ | 11.36 | ||||
Third Quarter
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$ | 16.16 | $ | 12.88 | ||||
Fourth Quarter
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$ | 14.08 | $ | 11.53 |
Period
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Total Number of Shares Purchased
(1)
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Average Price Paid per Share
(1)
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
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||||||||||||
July 1-31, 2011
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1,689 | $ | 15.97 | 0 | ||||||||||||
August 1-31, 2011
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- | - | 0 | |||||||||||||
September 1-30, 2011
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729 | $ | 13.66 | 0 | ||||||||||||
Total
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2,418 | $ | 15.27 | 0 | 78,750 | (2) |
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(1)
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Consists only of shares of restricted stock surrendered to satisfy tax withholding obligations by plan participants under the 2003 Restated Employees’ Stock Incentive Plan. The shares were subsequently cancelled.
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(2)
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The Company initiated a stock repurchase program effective November 27, 2006. The Company was authorized to purchase up to 500,000 shares of its common stock under the program. Following certain share repurchases, the Board of Directors increased the number of shares that may be repurchased to the original 500,000 share amount, and subsequently increased the number of shares that may be repurchased under the share repurchase program to 750,000 shares. The program does not incorporate a fixed expiration date.
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2006
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2007
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2008
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2009
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2010
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2011
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|||||||||||||||||||
Key Technology, Inc.
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100.00 | 235.49 | 185.42 | 88.02 | 101.07 | 88.38 | ||||||||||||||||||
Russell Microcap Index
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100.00 | 109.68 | 84.98 | 78.23 | 84.05 | 79.99 | ||||||||||||||||||
New Peer Group
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100.00 | 142.91 | 169.91 | 136.03 | 141.53 | 141.34 | ||||||||||||||||||
Old Peer Group
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100.00 | 142.84 | 169.62 | 135.71 | 141.17 | 141.01 |
Fiscal Year Ended September 30,
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||||||||||||||||||||
2011
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2010
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2009
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2008
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2007
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||||||||||||||||
(in thousands, except per share data)
|
||||||||||||||||||||
Statement of Operations Data:
|
||||||||||||||||||||
Net sales
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$ | 116,328 | $ | 115,804 | $ | 105,450 | $ | 134,086 | $ | 107,540 | ||||||||||
Cost of sales
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78,531 | 75,651 | 66,427 | 80,893 | 66,099 | |||||||||||||||
Gross profit
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37,797 | 40,153 | 39,023 | 53,193 | 41,441 | |||||||||||||||
Operating expenses
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35,310 | 34,896 | 39,609 | 42,952 | 32,839 | |||||||||||||||
Gain (loss) on disposition of assets
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4 | 77 | (352 | ) | 81 | 23 | ||||||||||||||
Income (loss) from operations
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2,491 | 5,334 | (938 | ) | 10,322 | 8,625 | ||||||||||||||
Other income (expense)
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(542 | ) | (172 | ) | (431 | ) | 666 | 1,961 | ||||||||||||
Earnings (loss) from continuing operations before income taxes
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1,949 | 5,162 | (1,369 | ) | 10,988 | 10,586 | ||||||||||||||
Income tax (benefit) expense
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495 | 1,524 | (878 | ) | 3,515 | 3,176 | ||||||||||||||
Net earnings (loss)
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$ | 1,454 | $ | 3,638 | $ | (491 | ) | $ | 7,473 | $ | 7,410 | |||||||||
Earnings (loss) per share
(1)
– basic
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$ | 0.27 | $ | 0.69 | $ | (0.10 | ) | $ | 1.34 | $ | 1.36 | |||||||||
– diluted
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$ | 0.27 | $ | 0.69 | $ | (0.10 | ) | $ | 1.32 | $ | 1.34 | |||||||||
Cash dividends per share
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$ | -- | $ | -- | $ | -- | $ | -- | $ | -- | ||||||||||
Shares used in per share calculation – basic
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5,311 | 5,277 | 5,116 | 5,596 | 5,434 | |||||||||||||||
– diluted
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5,329 | 5,293 | 5,116 | 5,646 | 5,531 | |||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Cash and cash equivalents and short-term investments
|
$ | 28,754 | $ | 29,096 | $ | 18,142 | $ | 36,322 | $ | 27,880 | ||||||||||
Working capital
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42,484 | 41,475 | 37,033 | 47,531 | 40,946 | |||||||||||||||
Property, plant and equipment, net.
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19,433 | 16,821 | 16,175 | 8,705 | 4,671 | |||||||||||||||
Total assets
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94,405 | 91,267 | 80,715 | 89,625 | 75,497 | |||||||||||||||
Current portion of long-term debt
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345 | 333 | 319 | -- | -- | |||||||||||||||
Long-term debt, less current portion
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5,197 | 5,542 | 5,876 | -- | -- | |||||||||||||||
Shareholders' equity
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$ | 58,774 | $ | 56,338 | $ | 51,457 | $ | 60,368 | $ | 50,393 |
ITEM
7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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·
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Focus on Key's core strategic food accounts and processing markets, including potatoes, fresh-cut, and processed fruit and vegetables.
In 2011, sales in potato and processed fruit and vegetables increased compared to fiscal 2010, while sales in fresh-cut decreased from the prior year. During fiscal 2011, the Company received $8.2 million in orders related to a three-year $20 million agreement with a major vegetable processor, a significant portion of which was for the Company’s Manta 1600 sorter. Fiscal 2011 was the third year of orders associated with this agreement. In fiscal 2010, the Company received total orders of $8.0 million from this customer.
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·
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Expand pharmaceutical and nutraceutical market penetration.
Anticipated penetration into this market will extend and advance the Company’s existing patented, high-resolution inspection technology and material handling platforms. In fiscal 2009, the Company completed development of its new VeriSym sorter which is designed for high volume softgel and tablet applications. In fiscal 2010, the Company introduced its new low volume VeriSym, which enables the Company to reach a larger portion of the market. While net sales of pharmaceutical and nutraceutical products remained less than 5% of the Company’s net sales in fiscal 2011, the Company continues to focus on developing this market and obtaining new orders from strategic pharmaceutical companies.
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·
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Strengthen the core and emerging international businesses, including Asia Pacific, Eastern European, Latin American, and South American regions.
The Company’s sales in North America increased in fiscal 2011 compared to the prior year. In North America, sales increased in potatoes and processed fruit and vegetables, but decreased in the fresh-cut segment. The Company’s sales in Europe, Latin America and Asia Pacific all decreased compared to the prior year. In Europe, an increase in sales in potatoes was more than offset by a decrease in sales for processed fruit and vegetables and fresh-cut. Sales in Latin America and Asia Pacific decreased from the prior year primarily in the potato and other food segments. The Company’s agreement with Hauni Maschinenbau AG is expected to continue to strengthen the Company’s global position in tobacco, especially in the Chinese market.
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·
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Develop new markets with new product releases.
In fiscal 2011, the Company released five new products to the marketplace with favorable customer acceptance, including successful installations of the new Veo and Horizon products.
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·
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Grow the Company’s aftermarket product lines, including the introduction of PROliance Programs.
Aftermarket sales of parts and service increased slightly in fiscal 2011 to $22.7 million from $22.5 million in fiscal 2010. In 2010, the Company branded its suite of support services, parts, and training solutions under the name PROliance. The PROliance program sales increased in fiscal 2011 compared to fiscal 2010.
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·
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Expand the Company’s Integrated Solutions Group.
In fiscal 2010, the Company launched its Integrated Solutions Group (ISG) to provide integrated whole-line solutions. From pre-engineering and project definition to plant start-up, ISG provides complete turn-key solutions that can include the integration of third-party products along with Key’s sorting, conveying and processing systems to meet the specific needs of each application. Key leverages its industry expertise and strong engineering and project management capabilities to deliver complete integration services, all from a single source. In fiscal 2011, net sales of integrated solutions reached approximately 5% of the Company’s net sales, and the funnel of opportunities associated with integrated solutions increased significantly.
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·
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Strengthen the Company’s technical capabilities and improve its organizational efficiencies.
In fiscal 2011, the Company continued to strengthen its engineering, project management and product validation resources, and focused on more effectively leveraging its existing strategic distribution and representative partnerships. In addition, the Company restructured its North American operations to better achieve its overall business objectives.
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·
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Revenue recognition
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·
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Allowances for doubtful accounts
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·
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Valuation of inventories
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·
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Long-lived assets
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·
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Allowances for warranties
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·
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Accounting for income taxes
|
Comparison of Fiscal 2011 to Fiscal 2010
|
||||||||||||||||
Fiscal Year Ended September 30,
|
||||||||||||||||
2011
|
2010
|
Change $
|
Change %
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Statement of Operations Data
|
||||||||||||||||
Net sales
|
$ | 116,328 | $ | 115,804 | $ | 524 | 0.5 | |||||||||
Gross profit
|
37,797 | 40,153 | (2,356 | ) | (5.9 | ) | ||||||||||
Operating Expenses:
|
||||||||||||||||
Sales and marketing
|
19,474 | 18,047 | 1,427 | 7.9 | ||||||||||||
Research and development
|
6,939 | 6,664 | 275 | 4.1 | ||||||||||||
General and administrative
|
8,882 | 9,255 | (373 | ) | (4.0 | ) | ||||||||||
Amortization
|
15 | 930 | (915 | ) | (98.4 | ) | ||||||||||
Total operating expense
|
35,310 | 34,896 | 414 | 1.2 | ||||||||||||
Gain on disposition of assets
|
4 | 77 | (73 | ) | (94.8 | ) | ||||||||||
Income from operations
|
2,491 | 5,334 | (2,843 | ) | (53.3 | ) | ||||||||||
Other income (expense)
|
(542 | ) | (172 | ) | (370 | ) | 215.1 | |||||||||
Income tax expense
|
495 | 1,524 | (1,029 | ) | (67.5 | ) | ||||||||||
Net earnings
|
1,454 | 3,638 | (2,184 | ) | (60.0 | ) | ||||||||||
Balance Sheet Data
|
||||||||||||||||
Cash and cash equivalents
|
28,754 | 29,096 | (342 | ) | (1.2 | ) | ||||||||||
Accounts receivable
|
8,776 | 13,250 | (4,474 | ) | (33.8 | ) | ||||||||||
Inventories
|
24,269 | 21,191 | 3,078 | 14.5 | ||||||||||||
Other Data
(unaudited)
|
||||||||||||||||
Orders for year ended September 30
|
116,819 | 121,098 | (4,279 | ) | (3.5 | ) | ||||||||||
Backlog at fiscal year end
|
36,202 | 35,053 | 1,149 | 3.3 |
Payments due by period (in thousands)
|
||||||||||||||||||||
Contractual Obligations
(1)
|
Total
|
Less than 1 year
|
1 – 3 years
|
4 – 5 years
|
After 5 years
|
|||||||||||||||
Long-term debt
|
$ | 5,542 | $ | 345 | $ | 744 | $ | 809 | $ | 3,644 | ||||||||||
Interest on long-term debt
(2)
|
1,602 | 230 | 414 | 348 | 610 | |||||||||||||||
Operating leases
|
3,243 | 974 | 1,299 | 460 | 510 | |||||||||||||||
Purchase obligations
|
913 | 913 | - | - | - | |||||||||||||||
Total contractual cash obligations
|
$ | 11,300 | $ | 2,462 | $ | 2,457 | $ | 1,617 | $ | 4,764 |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
·
|
Translation adjustments of $(71,000), net of income tax, were recognized as a component of comprehensive income as a result of converting the Euro denominated balance sheets of Key Technology B.V. and Suplusco Holding B.V. into U.S. dollars, and to a lesser extent, the Australian dollar balance sheets of Key Technology Australia Pty Ltd., the RMB balance sheet of Key Technology (Shanghai) Trading Co., Ltd., the Singapore dollar balance sheet of Key Technology Asia-Pacific Pte. Ltd., and the Peso balance sheet of Productos Key Mexicana.
|
·
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Foreign exchange losses of $82,000, net of the effects of forward contracts settled during the year, were recognized in the other income and expense section of the consolidated statement of operations as a result of conversion of Euro and other foreign currency denominated receivables, intercompany loans, and cash carried on the balance sheet of the U.S. operations, as well as the result of the conversion of other non-functional currency receivables, payables and cash carried on the balance sheets of the European, Australian, Chinese, Singapore and Mexican operations.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
Title
|
Page
|
Report of Independent Registered Public Accounting Firm
|
36
|
Report of Independent Registered Public Accounting Firm
|
37
|
Consolidated Balance Sheets at September 30, 2011 and 2010
|
38
|
Consolidated Statements of Operations for the three years ended September 30, 2011
|
40
|
Consolidated Statements of Shareholders' Equity for the three years ended September 30, 2011
|
41
|
Consolidated Statements of Cash Flows for the three years ended September 30, 2011
|
42
|
Notes to Consolidated Financial Statements
|
44
|
Supplementary Data
|
61
|
1.
|
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Years
|
|
Buildings and improvements
|
7 to 40
|
Manufacturing equipment
|
3 to 10
|
Office equipment, furniture and fixtures
|
3 to 7
|
Computer equipment and software
|
3 to 7
|
2011
|
2010
|
|||||||
Beginning balance
|
$ | 1,954 | $ | 2,122 | ||||
Warranty costs incurred
|
(4,353 | ) | (3,144 | ) | ||||
Warranty expense accrued
|
4,824 | 2,992 | ||||||
Translation adjustments
|
(2 | ) | (16 | ) | ||||
Ending balance
|
$ | 2,423 | $ | 1,954 |
For the year ended September 30, 2011
|
||||||||||||
Earnings
|
Shares
|
Per-Share Amount
|
||||||||||
Basic EPS:
|
||||||||||||
Net earnings available to common shareholders
|
$ | 1,454 | 5,311 | $ | 0.27 | |||||||
Effect of dilutive securities:
|
||||||||||||
Common stock options
|
- | 18 | ||||||||||
Diluted EPS:
|
||||||||||||
Net earnings available to common shareholders plus assumed conversions
|
$ | 1,454 | 5,329 | $ | 0.27 |
For the year ended September 30, 2010
|
||||||||||||
Earnings
|
Shares
|
Per-Share Amount
|
||||||||||
Basic EPS:
|
||||||||||||
Net earnings available to common shareholders
|
$ | 3,638 | 5,277 | $ | 0.69 | |||||||
Effect of dilutive securities:
|
||||||||||||
Common stock options
|
- | 16 | ||||||||||
Diluted EPS:
|
||||||||||||
Net earnings available to common shareholders plus assumed conversions
|
$ | 3,368 | 5,293 | $ | 0.69 |
For the year ended September 30, 2009
|
||||||||||||
Earnings
|
Shares
|
Per-Share Amount
|
||||||||||
Basic EPS:
|
||||||||||||
Net loss available to common shareholders
|
$ | (491 | ) | 5,116 | $ | (0.10 | ) | |||||
Effect of dilutive securities:
|
||||||||||||
Common stock options
|
- | - | ||||||||||
Diluted EPS:
|
||||||||||||
Net loss available to common shareholders plus assumed conversions
|
$ | (491 | ) | 5,116 | $ | (0.10 | ) |
For the year ended September 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Common shares from:
|
||||||||||||
Assumed exercise of stock options
|
- | 10,000 | 55,000 | |||||||||
For the year ended September 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Components of comprehensive income (loss):
|
||||||||||||
Net earnings (loss)
|
$ | 1,454 | $ | 3,638 | $ | (491 | ) | |||||
Other comprehensive income (loss)
|
||||||||||||
Foreign currency translation adjustment
|
(108 | ) | (205 | ) | (37 | ) | ||||||
Unrealized changes in value of derivatives
|
(120 | ) | (378 | ) | 100 | |||||||
Income tax (expense) benefit related to items of comprehensive income (loss)
|
78 | 198 | (21 | ) | ||||||||
Total comprehensive income (loss)
|
$ | 1,304 | $ | 3,253 | $ | (449 | ) |
2.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
Cost
|
Net Book Value
|
|||||||
Patents and developed technologies
|
$ | 11,085 | $ | 51 | ||||
Purchased trademarks and trade names
|
1,700 | 0 | ||||||
Customer related intangibles
|
900 | 0 | ||||||
$ | 13,685 | $ | 51 |
Year Ended September 30,
|
(In thousands)
|
|||
2012
|
$ | 15 | ||
2013
|
15 | |||
2014
|
15 | |||
2015
|
6 | |||
2016
|
0 | |||
Total
|
$ | 51 |
3.
|
TRADE ACCOUNTS RECEIVABLE
|
September 30,
|
||||||||
2011
|
2010
|
|||||||
Trade accounts receivable
|
$ | 9,027 | $ | 13,688 | ||||
Allowance for doubtful accounts
|
(251 | ) | (438 | ) | ||||
Total trade accounts receivable, net
|
$ | 8,776 | $ | 13,250 |
September 30,
|
||||||||
2011
|
2010
|
|||||||
Purchased components and raw materials
|
$ | 7,685 | $ | 6,584 | ||||
Work-in-process and sub-assemblies
|
9,940 | 9,685 | ||||||
Finished goods
|
6,644 | 4,922 | ||||||
Total inventories
|
$ | 24,269 | $ | 21,191 |
5.
|
PROPERTY, PLANT AND EQUIPMENT
|
September 30,
|
||||||||
2011
|
2010
|
|||||||
Land and land improvements
|
$ | 2,545 | $ | 2,545 | ||||
Buildings and improvements
|
8,703 | 6,037 | ||||||
Manufacturing equipment
|
11,688 | 10,433 | ||||||
Computer equipment and software
|
15,871 | 14,717 | ||||||
Office equipment, furniture and fixtures
|
2,071 | 1,762 | ||||||
Construction in progress
|
206 | 806 | ||||||
41,084 | 36,300 | |||||||
Accumulated depreciation
|
(21,651 | ) | (19,479 | ) | ||||
Total property, plant and equipment, net
|
$ | 19,433 | $ | 16,821 |
|
6.
|
SALE OF INTEREST IN JOINT VENTURE
|
7.
|
INVESTMENT IN PRODITEC
|
8.
|
FINANCING AGREEMENTS
|
Year Ended September 30,
|
(In thousands)
|
|||
2012
|
$ | 345 | ||
2013
|
364 | |||
2014
|
380 | |||
2015
|
396 | |||
2016
|
413 | |||
Thereafter
|
3,644 | |||
Total
|
$ | 5,542 |
|
9.
|
DERIVATIVE INSTRUMENTS
|
|
10.
|
FAIR VALUE MEASUREMENTS
|
|
·
|
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets.
|
|
·
|
Level 3 – Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable.
|
Fair Value Measurements at September 30, 2011,
(in thousands)
|
||||||||||||||||
Description
|
Level 1
|
Level 2
|
Level 3
|
Total Assets/
Liabilities at
Fair Value
|
||||||||||||
Derivatives:
|
||||||||||||||||
Interest rate swap
|
- | $ | (399 | ) | - | $ | (399 | ) | ||||||||
Forward exchange contracts
|
- | - | - | - |
|
11.
|
LEASES
|
Year Ending September 30,
|
Rental Payments
|
Rental Expense
|
||||||
2012
|
$ | 974 | $ | 941 | ||||
2013
|
726 | 710 | ||||||
2014
|
573 | 573 | ||||||
2015
|
332 | 332 | ||||||
2016
|
128 | 128 | ||||||
Thereafter
|
510 | 510 | ||||||
Total
|
$ | 3,243 | $ | 3,194 |
|
12.
|
CONTRACTUAL GUARANTEES AND INDEMNITIES
|
13.
|
INCOME TAXES
|
Year Ended September 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Current:
|
||||||||||||
Federal
|
$ | (1,271 | ) | $ | 1,708 | $ | (583 | ) | ||||
Foreign
|
57 | (217 | ) | (171 | ) | |||||||
State
|
(30 | ) | 115 | (12 | ) | |||||||
(1,244 | ) | 1,606 | (766 | ) | ||||||||
Deferred:
|
||||||||||||
Federal
|
2,758 | 740 | 576 | |||||||||
Foreign
|
(1,060 | ) | (591 | ) | (657 | ) | ||||||
State
|
58 | 11 | (10 | ) | ||||||||
1,756 | 160 | (91 | ) | |||||||||
Valuation reserves:
|
||||||||||||
Federal
|
(177 | ) | (355 | ) | (157 | ) | ||||||
Foreign
|
161 | 133 | 138 | |||||||||
State
|
(1 | ) | (20 | ) | (2 | ) | ||||||
(17 | ) | (242 | ) | (21 | ) | |||||||
Total income tax expense (benefit)
|
$ | 495 | $ | 1,524 | $ | (878 | ) |
September 30,
|
||||||||
2011
|
2010
|
|||||||
Deferred tax asset:
|
||||||||
Reserves and accruals
|
$ | 2,652 | $ | 3,058 | ||||
Tax benefits of share-based payments
|
946 | 1,119 | ||||||
NOL and other carry forwards
|
306 | - | ||||||
Unrealized changes in value of derivatives to equity
|
136 | 95 | ||||||
Deferred tax liability:
|
||||||||
Accumulated depreciation
|
(2,199 | ) | (778 | ) | ||||
Intangible assets
|
(254 | ) | (237 | ) | ||||
Translation adjustment to equity
|
(138 | ) | (175 | ) | ||||
Net deferred tax asset
|
$ | 1,449 | $ | 3,082 | ||||
Net deferred tax:
|
||||||||
Current asset
|
$ | 2,715 | $ | 2,893 | ||||
Long-term asset
|
1,790 | 1,076 | ||||||
Long-term liability
|
(3,056 | ) | (887 | ) | ||||
Net deferred tax asset
|
$ | 1,449 | $ | 3,082 |
Year Ended September 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Statutory rates
|
34.0 | % | 34.0 | % | (34.0 | )% | ||||||
Increase (reduction) in income taxes resulting from:
|
||||||||||||
Domestic production deduction
|
- | (1.9 | ) | - | ||||||||
Research and development credit
|
(12.6 | ) | (0.5 | ) | (16.9 | ) | ||||||
Changes in tax law, R&D credit
|
(3.7 | ) | - | (11.7 | ) | |||||||
State income taxes, net of federal benefit
|
0.9 | 1.4 | (1.3 | ) | ||||||||
Tax exempt interest
|
(0.1 | ) | (0.1 | ) | (3.7 | ) | ||||||
Valuation reserve - capital losses
|
(0.8 | ) | (1.9 | ) | - | |||||||
Valuation reserve - InspX
|
- | (3.1 | ) | (6.8 | ) | |||||||
Valuation reserve - Proditec
|
- | 0.6 | 5.4 | |||||||||
Meals and entertainment deduction limitation
|
3.6 | 1.1 | 4.7 | |||||||||
Non-deductible stock compensation
|
0.3 | 0.1 | (0.4 | ) | ||||||||
Loss of permanent deductions due to NOL carryback
|
3.8 | - | - | |||||||||
Other permanent differences
|
- | (0.2 | ) | 0.6 | ||||||||
Income tax combined effective rate
|
25.4 | % | 29.5 | % | (64.1 | )% |
Balance at October 1, 2010
|
$ | 97 | ||
Additions based on tax positions related to the current period
|
2 | |||
Additions for tax positions of prior period
|
- | |||
Reductions for tax positions of prior periods
|
(17 | ) | ||
Settlements
|
- | |||
Balance at September 30, 2011
|
$ | 82 |
14.
|
SHARE-BASED COMPENSATION PLANS
|
Year Ended September 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Cost of goods sold
|
$ | 108 | $ | 119 | $ | 90 | ||||||
Operating expenses
|
1,299 | 1,677 | 817 | |||||||||
Total share-based compensation expense
|
1,407 | 1,796 | 907 | |||||||||
Income tax benefit
|
500 | 641 | 320 |
Options
|
Number of Shares
|
Weighted-Average Exercise Price
|
Weighted-Average Remaining Contractual Term
|
Aggregate Intrinsic Value ($000)
|
||||||||||||
Outstanding at October 1, 2010
|
50,000 | $ | 8.59 | - | - | |||||||||||
Granted
|
- | - | - | - | ||||||||||||
Exercised
|
(5,000 | ) | $ | 8.00 | - | - | ||||||||||
Forfeited or expired
|
- | - | - | - | ||||||||||||
Outstanding at September 30, 2011
|
45,000 | $ | 8.65 | 1.97 | $ | 162 | ||||||||||
Exercisable at September 30, 2011
|
45,000 | $ | 8.65 | 1.97 | $ | 162 |
Service-Based Stock Awards
|
Number of Shares
|
Weighted-Average Grant Date Fair Value per Share
|
||||||
Non-vested balance at October 1, 2010
|
292,500 | $ | 14.25 | |||||
Granted
|
53,470 | $ | 17.89 | |||||
Vested
|
(102,460 | ) | $ | 18.14 | ||||
Forfeited
|
(25,485 | ) | $ | 13.70 | ||||
Non-vested and expected to vest balance at September 30, 2011
|
218,025 | $ | 13.38 |
Performance-Based Stock Awards
|
Number of Shares
|
Weighted-Average Grant Date Fair Value per Share
|
||||||
Non-vested balance at October 1, 2010
|
75,501 | $ | 10.75 | |||||
Granted
|
60,212 | $ | 17.37 | |||||
Vested
|
(15,311 | ) | $ | 10.75 | ||||
Forfeited
|
(34,609 | ) | $ | 10.75 | ||||
Non-vested balance at September 30, 2011
|
85,793 | $ | 15.40 |
|
15.
|
STOCK REPURCHASE PROGRAM
|
|
16.
|
EMPLOYEE BENEFIT PLANS
|
|
The Company has a 401(k) profit sharing plan which covers substantially all United States employees. The Company matches 50% of employee contributions for a maximum match of 4% of each participating employee’s compensation. The matching contributions were temporarily suspended in March 2009 and reinstated during fiscal 2010. The Company contributed $651,000, $245,000, and $473,000 in matching funds to the plan for the years ended September 30, 2011, 2010 and 2009, respectively.
|
|
17.
|
SEGMENT INFORMATION
|
Year Ended September 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Net sales by product category:
|
||||||||||||
Automated inspection systems
|
$ | 52,962 | $ | 51,955 | $ | 48,188 | ||||||
Process systems
|
40,716 | 41,338 | 36,507 | |||||||||
Parts and service
|
22,650 | 22,511 | 20,755 | |||||||||
Total net sales by product category
|
$ | 116,328 | $ | 115,804 | $ | 105,450 |
Year Ended September 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Net sales:
|
||||||||||||
Domestic
|
$ | 68,986 | $ | 57,682 | $ | 59,922 | ||||||
International
|
47,342 | 58,122 | 45,528 | |||||||||
Total net sales
|
$ | 116,328 | $ | 115,804 | $ | 105,450 | ||||||
Long-lived assets:
|
||||||||||||
Domestic
|
$ | 20,567 | $ | 18,035 | $ | 18,467 | ||||||
International
|
2,621 | 2,556 | 2,502 | |||||||||
Total long-lived assets
|
$ | 23,188 | $ | 20,591 | $ | 20,969 |
|
QUARTERLY FINANCIAL INFORMATION
(Unaudited)
|
2011 Quarter Ended
|
December 31
|
March 31
|
June 30
|
September 30
|
Total
|
|||||||||||||||
Net sales
|
$ | 28,147 | $ | 27,929 | $ | 33,800 | $ | 26,453 | $ | 116,328 | ||||||||||
Gross profit
|
9,320 | 8,141 | 12,214 | 8,123 | 37,797 | |||||||||||||||
Net earnings (loss)
|
604 | (71 | ) | 2,036 | (1,115 | ) | 1,454 | |||||||||||||
Net earnings (loss) per share—basic
|
$ | 0.11 | $ | (0.01 | ) | $ | 0.38 | $ | (0.21 | ) | $ | 0.27 | ||||||||
Net earnings (loss) per share—diluted
|
$ | 0.11 | $ | (0.01 | ) | $ | 0.38 | $ | (0.21 | ) | $ | 0.27 | ||||||||
2010 Quarter Ended
|
December 31
|
March 31
|
June 30
|
September 30
|
Total
|
|||||||||||||||
Net sales
|
$ | 22,443 | $ | 30,728 | $ | 31,640 | $ | 30,994 | $ | 115,804 | ||||||||||
Gross profit
|
7,865 | 10,802 | 10,455 | 11,031 | 40,153 | |||||||||||||||
Net earnings (loss)
|
(57 | ) | 1,394 | 1,314 | 986 | 3,638 | ||||||||||||||
Net earnings (loss) per share—basic
|
$ | (0.01 | ) | $ | 0.27 | $ | 0.25 | $ | 0.19 | $ | 0.69 | |||||||||
Net earnings (loss) per share—diluted
|
$ | (0.01 | ) | $ | 0.26 | $ | 0.25 | $ | 0.19 | $ | 0.69 | |||||||||
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
CONTROLS AND PROCEDURES.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNACE.
|
EXECUTIVE COMPENSATION.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
Plan Category
|
Number of Securities to be Issued upon Exercise of Outstanding Options
|
Weighted Average Exercise Price of Outstanding Options
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
(1)
|
|||||||||
Equity Compensation Plans Approved by Shareholders
|
||||||||||||
2010 Equity Incentive Plan
|
- | - | 500,000 | (2) | ||||||||
2003 Restated Employees’ Stock Incentive Plan
|
45,000 | $ | 8.65 | 28,336 | (2) | |||||||
Restated 1996 Employee Stock Purchase Plan
|
- | - | 372,443 | |||||||||
Equity Compensation Plans Not Approved by Shareholders
|
- | - | - | |||||||||
Total
|
45,000 | $ | 8.65 | 900,779 |
|
(1)
|
Excluding securities to be issued upon exercise of outstanding options.
|
|
(2)
|
The number of securities remaining may be used for issuance of either options or restricted stock.
|
ITEM 13
.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
ITEM
15
.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
(a)
|
The following documents are filed as part of this report:
|
Reference is made to Part II, Item 8, for a listing of required financial statements filed with this report
|
35
|
|
Financial statement schedules are omitted because they are not applicable or the required information is included in the accompanying consolidated financial statements or notes thereto.
|
|
(3.1)
|
Registrant’s Restated Articles of Incorporation of Key Technology, Inc. (as of May 6, 2008) (filed as Exhibit 3.1 to the Form 10-Q filed with the Securities and Exchange Commission on May 9, 2008 and incorporated herein by reference)
|
|
(3.2)
|
Registrant’s Amended and Restated Bylaws (as amended through May 13, 2009)
|
|
(4.1)
|
Registrant’s Second Amended and Restated Rights Agreement, dated as of November 13, 2007, between the Registrant and American Stock Transfer & Trust Company (filed as Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on November 19, 2007 and incorporated herein by reference)
|
|
(10.1)*
|
Form of Restricted Stock Bonus Agreement (Continued Employment Vesting) (filed as Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on September 12, 2005 and incorporated herein by reference)
|
|
(10.2)*
|
Form of Restricted Stock Agreement (filed as Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on February 14, 2006 and incorporated herein by reference)
|
|
(10.3)*
|
Restated 1996 Employee Stock Purchase Plan (including Amendment No. 1) (filed as Exhibit 10.1 to the Form 10-Q filed with the Securities and Exchange Commission on May 12, 2006 and incorporated herein by reference)
|
|
(10.4)*
|
Offer Letter effective September 25, 2006, between Registrant and David M. Camp (filed as Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on September 26, 2006 and incorporated herein by reference)
|
|
(10.5)*
|
2003 Restated Employees’ Stock Incentive Plan (as approved by the shareholders of the Company on February 6, 2008) (filed as Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on April 28, 2008 and incorporated herein by reference)
|
|
(10.6)
|
Loan Agreement, dated December 10, 2008, between Registrant and Bank of America, N.A. (filed as Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on December 22, 2008 and incorporated herein by reference)
|
|
(10.7)
|
Amendment No. 1 to Loan Agreement, dated February 16, 2009, between Registrant and Bank of America, N.A. (filed as Exhibit 10.9 to the Form 10-K filed with the Securities and Exchange Commission on December 11, 2009)
|
|
(10.8)
|
Amendment No. 2 to Loan Agreement, dated September 30, 2009, between Registrant and Bank of America, N.A. (filed as Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on October 9, 2009 and incorporated herein by reference)
|
|
(10.9)*
|
Form of Restricted Stock Bonus Agreement (Continued Employment Vesting) (filed as Exhibit 10.11 to the Form 10-K filed with the Securities and Exchange Commission on December 11, 2009)
|
|
(10.10)*
|
Form of Restricted Stock Bonus Agreement (Performance Vesting) (filed as Exhibit 10.12 to the Form 10-K filed with the Securities and Exchange Commission on December 11, 2009)
|
|
(10.11)*
|
Form of Restricted Stock Bonus Agreement (Three-Year Performance Vesting) (filed as Exhibit 10.13 to the Form 10-K filed with the Securities and Exchange Commission on December 11, 2009)
|
|
(10.12)*
|
2010 Equity Incentive Plan (as approved by the shareholders of the Company on February 11, 2011) (filed as Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 3, 2011 and incorporated herein by reference)
|
|
(10.13)
|
Credit Agreement effective December 23, 2010 between Registrant and ABN AMRO Bank N.V. dated January 31, 2011 (filed as Exhibit 10.1 to the Form 10-Q filed with the Securities and Exchange Commission on February 9, 2011 and incorporated herein by reference)
|
|
(10.14)
|
Amendment No. 3 to Loan Agreement, dated September 30, 2009, between Registrant and Bank of America, N.A. (filed as Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on April 29, 2011 and incorporated herein by reference)
|
|
(14)
|
Registrant’s amended Code of Business Conduct and Ethics, dated November 19, 2008 (filed as Exhibit 14.1 to the Form 8-K filed with the Securities and Exchange Commission on November 21, 2008 and incorporated herein by reference)
|
|
(21)
|
List of Subsidiaries
|
|
(23.1)
|
Consent of Independent Registered Public Accounting Firm
|
|
(31.1)
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
(31.2)
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
(32.1)
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
(32.2)
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
(101)
|
The following materials from Key Technology, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2011, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Balance Sheets at September 30, 2011 and September 30, 2010, (ii) Consolidated Statements of Operations for the three years ended September 30, 2011, (iii) Consolidated Statements of Shareholders’ Equity for the three years ended September 30, 2011, (iv) Consolidated Statements of Cash Flows for the three years ended September 30, 2011, and (v) Notes to Consolidated Financial Statements for the three years ended September 30, 2011.**
|
KEY TECHNOLOGY, INC.
|
||
By:
|
/s/ David M. Camp
|
|
David M. Camp
|
||
President and Chief Executive Officer
|
By:
|
/s/ John J. Ehren
|
||
John J. Ehren
|
|||
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
By:
|
/s/ James R. Brausen
|
|
James R. Brausen
|
||
Corporate Controller
(Principal Accounting Officer)
|
/s/ Charles H. Stonecipher
|
December 9, 2011
|
|
Charles H. Stonecipher, Chairman
|
||
/s/ John E. Pelo
|
December 9, 2011
|
|
John E. Pelo, Director
|
||
/s/ Richard Lawrence
|
December 9, 2011
|
|
Richard Lawrence, Director
|
||
/s/ Michael L. Shannon
|
December 9, 2011
|
|
Michael L. Shannon, Director
|
||
/s/ Donald A. Washburn
|
December 9, 2011
|
|
Donald A. Washburn, Director
|
||
/s/ David M. Camp
|
December 9, 2011
|
|
David M. Camp, Director, President and Chief Executive Officer
|
3.2
|
Registrant’s Amended and Restated Bylaws (as amended through May 13, 2009)
|
21
|
List of Subsidiaries
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|
31.1
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification pursuant to 18 U.S. C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
Certification pursuant to 18 U.S. C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
The following materials from Key Technology, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2011, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Balance Sheets at September 30, 2011 and September 30, 2010, (ii) Consolidated Statements of Operations for the three years ended September 30, 2011, (iii) Consolidated Statements of Shareholders’ Equity for the three years ended September 30, 2011, (iv) Consolidated Statements of Cash Flows for the three years ended September 30, 2011, and (v) Notes to Consolidated Financial Statements for the three years ended September 30, 2011.*
*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
|
(i)
The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;
|
|
(ii)
The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver or proxy appointment;
|
|
(iii)
The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the vote, consent, waiver or proxy appointment;
|
|
(iv)
The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy appointment; or
|
|
(v)
Two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.
|
|
·
|
Key Technology Holdings USA LLC (Oregon)
|
|
·
|
Suplusco Holding B.V. (Netherlands)
|
|
·
|
Key Technology B.V. (Netherlands)
|
|
·
|
Key Technology Australia Pty Ltd. (Australia)
|
|
·
|
Productos Key Mexicana S. de R.L. de C.V. (Mexico)
|
|
·
|
Key Technology (Shanghai) Trading Co. Ltd. (China)
|
|
·
|
Key Technology Asia-Pacific Pte. Ltd. (Singapore)
|
|
Exhibit 32.1
|
|
CERTIFICATION PURSUANT TO
|
|
18 U.S.C. SECTION 1350
|
|
AS ADOPTED PURSUANT TO
|
|
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
|
Exhibit 32.2
|
|
CERTIFICATION PURSUANT TO
|
|
18 U.S.C. SECTION 1350
|
|
AS ADOPTED PURSUANT TO
|
|
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|