SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 6, 1999
Date of Report (Date of earliest event reported)
DT INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-23400 44-0537828
(Commission File Number) (I.R.S. Employer Identification Number)
1949 East Sunshine, Suite 2-300
Springfield, MO 65804
(Address of principal executive offices)
(Zip code)
(417) 890-0102
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS
On May 6, 1999, the Company released its third quarter results of operations and
earnings per share.
Statements contained in the attached press release that are not historical facts
are forward-looking statements that are subject to the safe harbor provisions of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. References to "expectations,"
"opportunities," "potential" and "goals" in the attached press release indicate
such forward-looking statements. Actual results could differ materially from
those anticipated in any forward-looking statements as a result of various
factors, including economic downturns in industries served, delays or
cancellations of customer orders, delays in shipping dates of products,
significant cost overruns on certain projects, foreign currency exchange rate
fluctuations and delays in achieving anticipated cost savings or in effectively
correcting production inefficiencies and expanding into additional markets and
possible future acquisitions that may not be complementary or additive.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Press release of the Company dated May 6, 1999.
<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 hereunto duly authorized.
DT INDUSTRIES, INC.
Date: May 6, 1999 by: /s/ Bruce P. Erdel
----------------------------------------
Bruce P. Erdel
Senior Vice President - Finance
and Administration
<PAGE>
EXHIBIT INDEX
Page No. in
Sequential
Exhibit No. Description Numbering System
- ----------- ----------- ----------------
99 Press Release of the
Company dated
May 6, 1999.
DT Industries, Inc.
1949 E. Sunshine
Suite 2-300
Springfield, MO 65804
Nasdaq: DTII
At the Company: At The Financial Relations Board:
Bruce P. Erdel Bob Schwaller Bill Schmidle
Vice President, Finance General Information Analyst Contact
417/890-0102 972/830-2295 312/640-6753
FOR IMMEDIATE RELEASE
DT INDUSTRIES REPORTS 3RD-QTR DILUTED EPS OF 5 CENTS
SPRINGFIELD, Mo., May 6, 1999--DT Industries, Inc. (Nasdaq: DTII) today reported
second quarter net income of $492,000, or 5 cents per share on a diluted basis,
compared with $7.7 million, or 62 cents per diluted share, a year earlier.
Net sales for the quarter ended March 28, 1999, were $104.1 million
compared with $132.6 million for the prior-year quarter. Third-quarter orders
totaled $117.7 million, raising the backlog to $203.8 million from $190.2
million after the second quarter. The backlog was $239.4 million a year ago.
For the nine months ended March 28, 1999, net income was $5.4 million, or
52 cents per diluted share, compared with $21.3 million, or $1.72 per diluted
share, a year earlier. The prior-year nine-month figures include an
extraordinary loss on debt refinancing, net of tax benefits, of $1.2 million, or
9 cents per diluted share.
Improved Order Rate
"We saw a moderate improvement in the order rate during the third quarter,
but the order activity remains significantly softer than internal expectations,"
said Stephen J. Gore, president and chief executive officer. "Although quoting
activity is high, we continue to be affected by customer delays in orders, and
timing remains questionable on several significant opportunities.
"We have been especially affected by order softness in the automotive,
heavy equipment and agricultural equipment markets," Gore added. "With no real
-more-
<PAGE>
DTI Industries, Inc.
Add -1-
improvement in order trends in April, we expect fourth quarter operating results
to show only modest improvement over third quarter results."
Cost-Control Efforts, Other Improvements Under Way
"Several of our operating divisions have reduced their manufacturing head
count in view of the soft booking activity," Gore said. "Additionally, we have
made high level management changes at certain locations to accelerate our
response to operational issues and provide faster penetration of new markets."
Gore also noted that he was encouraged by significant improvements in
results at the plastics division in the Packaging Group. "We are seeing strong
improvements in operations," Gore said, "in part because of stringent project
management procedures instituted by the recently restructured management team.
Overall, the Packaging Group experienced increases in the order rate from the
second quarter and is working on several other strong quoting opportunities."
Automation, Packaging Group Sales Diminish From Prior Year
During the third quarter, the Automation Group was affected across the
board by deferred placement of new orders and delays of projects in backlog.
Although the group has obtained several new customers in various industries, it
continues to be affected by a significant drop in sales to a major electronics
customer. Overall Automation Group sales for the third quarter were $68.6
million compared with $91.8 million a year earlier.
Packaging Group sales diminished slightly to $27.6 million in the quarter
from $28.0 million a year earlier. The decrease was the result of significantly
lower sales of plastics processing equipment, largely the result of softness in
sales of plastics extrusion equipment. That was offset substantially by sales
from the August 1998 acquisition of Scheu & Kniss and strong sales of tablet
processing systems to customers in the pharmaceutical and nutritional
industries.
Other business reflected a drop in sales to $7.9 million from $12.8
million, the result of lower revenues for precision metal stamping and
fabrication reflecting a soft agricultural equipment industry and the May 1998
sale of the non-core Knitting Elements business.
For the nine-month period, Automation Group sales declined to $225.4
million from $264.6 million. Packaging Group revenues were down slightly to
$77.8 million from $79.7 million and sales from the other businesses dropped to
$25.4 million from $36.5 million.
Margins Affected
DT's overall gross margin for the third quarter dropped to 23.5 percent
from 27.5 percent in the prior year, with gross profit down $12.0 million to
$24.5 million.
"Although gross margin on plastics processing equipment returned to
historical levels during the third quarter, margins on other products were
affected by several factors," Gore said. "We continue to work our way through
certain contracts in the Automation Group that have unfavorable margins. That,
coupled with product mix,
-more-
<PAGE>
DT Industries, Inc.
Add -2-
inefficiencies caused by decreased manufacturing activity and other factors,
have contributed to the margin reductions."
Marketing, R&D Efforts Stepped Up
Although general and administrative expenses were lower in the quarter
compared to prior year, increased selling and marketing and research and
development efforts contributed to an overall increase in operating expenses in
the quarter over prior year. "We have added sales personnel as we seek further
diversification of our customer base and broadening of our markets", Gore said.
"Additionally, we have experienced an increase in quoting and travel costs."
"While these expenditures have an adverse effect on short-term results, we
remain convinced that they represent a wise investment in the future," Gore
said. "These investments are helping us make progress toward our goal of
increased penetration into faster-growing markets. It also is imperative that we
continue to develop new products and add engineering capabilities to position us
for solid growth in the future."
Optimistic Over Long-Term Outlook
"We continue to maintain a proactive approach toward improving operations
across all divisions and are already beginning to see improvements as a result
of changes we have instituted," Gore said. "These gains, coupled with the strong
level of quoting activity and significant opportunities on large projects, keep
us optimistic over the long-term outlook for DT Industries. We also continue to
explore acquisition opportunities with a view to broadening our product
offerings and extending our market reach."
DT Industries, Inc. is a leading designer, manufacturer and integrator of
automated production systems used to assemble, test or package industrial and
consumer products. The company also produces precision metal components, tools
and dies for a broad range of industrial applications.
Certain statements included herein that are not historical, particularly
statements about the company's expectations or beliefs, are forward-looking
statements. The company's actual results for current or future periods could
differ materially from the expected results because of a variety of factors,
including economic downturns in industries served, delays or cancellations of
customer orders, delays in shipping dates of products, cost overruns on certain
projects, currency exchange fluctuations and other factors described in the
company's filings with the U.S. Securities and Exchange Commission.
For further information on DT Industries by fax, at no cost,
dial 1-800-PRO-INFO and use ticker symbol "DTII."
Financial tables follow....
-more-
<PAGE>
DT INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 28, March 29, March 28, March 29,
1999 1998 1999 1998
--------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Net sales $ 104,097 $ 132,561 $ 328,631 $ 380,756
Cost of sales 79,604 96,054 250,338 277,364
--------------- ---------------- ---------------- ----------------
Gross profit 24,493 36,507 78,293 103,392
Selling, general and
administrative expenses 20,716 19,680 60,021 55,898
Loss on sale of assets of Knitting
Elements division - 1,383 - 1,383
--------------- ---------------- ---------------- ----------------
Operating income 3,777 15,444 18,272 46,111
Interest expense, net 1,724 1,546 5,783 5,102
Dividends on company-obligated, mandatorily redeemable
convertible preferred securities of subsidiary DT Capital
Trust holding solely convertible junior subordinated
debentures of the Company, at 7.16% per annum 1,253 1,253 3,759 3,759
--------------- ---------------- ---------------- ----------------
Income before provision for income
taxes and extraordinary loss 800 12,645 8,730 37,250
Provision for income taxes 308 4,931 3,361 14,773
--------------- ---------------- ---------------- ----------------
Income before extraordinary loss 492 7,714 5,369 22,477
Extradordinary loss on debt
refinancing less applicable income
tax benefits of $800 - - - 1,200
--------------- ---------------- ---------------- ----------------
Net Income $ 492 $ 7,714 $ 5,369 $ 21,277
=============== ================ ================ ================
Basic earnings per common share:
Income before extraordinary loss $ 0.05 $ 0.68 $ 0.53 $ 1.99
Extraordinary loss - - - 0.11
--------------- ---------------- ---------------- ----------------
Net income $ 0.05 $ 0.68 $ 0.53 $ 1.88
=============== ================ ================ ================
Diluted earnings per common share:
Income before extraordinary loss $ 0.05 $ 0.62 $ 0.52 $ 1.81
Extraordinary loss - - - 0.09
--------------- ---------------- ---------------- ----------------
Net income $ 0.05 $ 0.62 $ 0.52 $ 1.72
=============== ================ ================ ================
Weighted average common shares outstanding:
Basic 10,107,274 11,341,028 10,163,246 11,321,735
Diluted 10,111,242 13,726,289 10,254,900 13,671,794
</TABLE>
-more-
<PAGE>
DT Industries, Inc.
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
March 28, June 28,
1999 1998
(Unaudited)
------------- -------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 10,406 $ 6,915
Accounts receivable, net 68,730 75,634
Costs and estimated earnings in excess of amounts billed
on uncompleted contracts 75,617 66,910
Inventories, net 57,310 48,755
Prepaid expenses and other 9,289 8,931
------------- -------------
Total current assets 221,352 207,145
Property, plant and equipment, net 75,261 69,183
Goodwill, net 179,643 177,578
Other assets, net 7,899 6,096
------------- -------------
$ 484,155 $460,002
============= =============
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 317 $ 55
Accounts payable 29,275 33,627
Customer advances 18,670 21,791
Accrued liabilities 35,055 43,232
------------- -------------
Total current liabilities 83,317 98,705
------------- -------------
Long-term debt 131,183 89,956
Deferred income taxes 10,025 7,827
Other long-term liabilities 3,524 3,455
------------- -------------
Total long-term obligations 144,732 101,238
------------- -------------
Company-obligated, mandatorily redeemable convertible preferred
securities of subsidiary DT Capital Trust holding solely
convertible subordinated debentures of the Company 70,000 70,000
------------- -------------
Stockholders' equity:
Preferred stock, $0.01 par value; 1,500,000 shares authorized;
no shares issued and outstanding
Common stock, $0.01 par value; 100,000,000 shares authorized;
10,107,274 and 10,502,762 shares outstanding
at March 28, 1999 and June 28, 1998, respectively 113 113
Additional paid-in capital 133,348 134,608
Retained earnings 85,318 80,561
Cumulative translation adjustment (1,895) (778)
Less-
Treasury stock (1,268,488 and 873,000 shares at
March 28, 1999 and June 28, 1998, respectively), at cost (30,778) (24,445)
------------- -------------
Total stockholders' equity 186,106 190,059
============= =============
$ 484,155 $460,002
============= =============
</TABLE>
-30-
