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
February 11, 1999 (February 10, 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 February 10, 1999, the Company released its second-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 February 10, 1999.
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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: February 11, 1999 by: /s/ Bruce P. Erdel
----------------------------------------
Bruce P. Erdel
Senior Vice President - Finance
and Administration
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EXHIBIT INDEX
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Sequential
Exhibit No. Description Numbering System
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99 Press Release of the
Company dated
February 10, 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 Karl Plath Bill Schmidle
Vice President, Finance General Information Analyst Contact
417/890-0102 312/640-6738 312/640-6753
FOR IMMEDIATE RELEASE
DT INDUSTRIES REPORTS 2ND-QTR DILUTED EPS OF 11 CENTS
SPRINGFIELD, Mo., February 10, 1999--DT Industries, Inc. (Nasdaq: DTII)
today reported second-quarter net income of $1.1 million, or 11 cents per share
on a diluted basis, compared with $8.2 million, or 66 cents per diluted share, a
year earlier.
Net sales for the quarter ended December 27, 1998, were $111.6 million
compared with $132.4 million for the prior-year quarter. With $95.6 million in
second-quarter orders, backlog totaled $190.2 million, compared with $257.1
million the prior year.
For the six months ended December 27, 1998, net income was $4.9 million, or
47 cents per diluted share, compared with $13.6 million, or $1.10 per diluted
share, a year earlier. The prior-year six-month figures include an extraordinary
loss on debt refinancing, net of tax benefits, of $1.2 million, or 9 cents per
diluted share.
CONTINUED ORDER SOFTNESS AFFECTS RESULTS
"As we have been reporting over the past six months--and, most recently, a
month ago--we continue to be adversely affected by soft order activity," said
Stephen J. Gore, president and chief executive officer. "There have been delays
in anticipated orders from several significant Automation Group customers, and
deliveries on some projects in the September backlog were rescheduled by our
customers, which affected second-quarter revenue recognition. Further, we have
not seen any measurable improvement in order activity through January.
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"Our customers continue to tell us these delays are the result of product
development issues that are expected to be resolved in the near future," Gore
said. "However, given the delays experienced in recent months, it is difficult
to forecast when these orders will actually be placed. We remain hopeful,
however, that the order rate will improve as the quarter progresses."
QUOTING ACTIVITY STRONG
"Part of the reason for our guarded optimism lies in the high number and
dollar value of opportunities we are pursuing in several industries, including
automotive, tire, consumer products, heavy equipment, appliances and
electronics," Gore said.
AUTOMATION GROUP SALES DIMINISH
During the second quarter, the Automation Group reported net sales of $73.9
million, down from $92.7 million a year earlier. A principal reason for the
shortfall was decreased sales at Mid-West Automation, where sales to a
significant electronics customer were down substantially from a year earlier.
Sales of assembly machinery also were reported lower in other core markets,
including automotive, appliance and heavy equipment. These were offset in part
by increased sales to the tire industry.
The Packaging Group reported a slight increase in sales, to $29.1 million
from $28.1 million, attributable to the August 1998 acquisition of Scheu & Kniss
Inc. Excluding the effects of that acquisition, sales in the Packaging Group
were down slightly from the year-earlier period. The decrease was attributable
to significantly lower sales in the Plastics division, substantially offset by
increased sales of other packaging machinery equipment, primarily in tablet
packaging systems and integrated lines.
MARGINS AFFECTED
"Gross margins in the quarter were adversely affected by cost overruns and
lower manufacturing efficiencies due to volume at certain Automation Group
facilities and the Plastics division," Gore said. "We are likely to see some
carryover effect of lower margins in the third quarter but anticipate that
action plans being implemented at the facilities where these issues have arisen
will result in improving margins in the coming quarters."
Gore noted that the recently restructured management team at the Plastics
division of DT's Packaging Group has begun implementing stringent project
management procedures to improve efficiency and reverse cost overruns that had
beset that operation in recent months.
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MARKETING, R&D EFFORTS STEPPED UP
Operating income for both the quarter and the six-month period was affected
by an increase in selling, general and administrative expenses, reflecting
increased selling and marketing expenses and a higher level of research and
development costs.
"Although these expenditures have an adverse affect on short-term results,
we consider them a solid investment in the future of DT Industries," Gore said.
"Our goal is to accelerate our penetration into faster-growing markets and to
develop product enhancements that will position us for solid growth in the
future."
PROMISING LONGER-TERM OUTLOOK
"While we have suffered some recent setbacks with delayed orders, softness
in some markets and cost overruns, we remain optimistic over DT Industries'
long-term growth potential," Gore said. "We believe our proactive approach
toward operational issues and our investment in marketing and R&D efforts will
pay dividends as we move into the next millennium. Shorter term, we are
encouraged by the strong quoting activity and significant opportunities over the
next two quarters.
"Our long-term vision is unchanged: diversify end-user markets, pursue
strategically advantageous acquisitions and forge additional strategic alliances
with Fortune 500 companies."
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.
Financial tables follow....
For further information on DT Industries by fax, at no cost,
dial 1-800- PRO-INFO and use ticker symbol "DTII."
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DT INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 27, December 28, December 27, December 28,
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 111,627 $ 132,431 $ 224,534 $ 248,195
Cost of sales 86,052 96,454 170,734 181,310
------------ ------------ ------------ ------------
Gross profit 25,575 35,977 53,800 66,885
Selling, general and
administrative expenses 20,524 19,129 39,305 36,218
------------ ------------ ------------ ------------
Operating income 5,051 16,848 14,495 30,667
Interest expense, net 2,023 1,882 4,059 3,556
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 2,506 2,506
------------ ------------ ------------ ------------
Income before provision for income
taxes and extraordinary loss 1,775 13,713 7,930 24,605
Provision for income taxes 683 5,485 3,053 9,842
------------ ------------ ------------ ------------
Income before extraordinary loss 1,092 8,228 4,877 14,763
Extradordinary loss on debt
refinancing less applicable
income tax benefits of $800 --- --- --- 1,200
------------ ------------ ------------ ------------
Net Income $ 1,092 $ 8,228 $ 4,877 $ 13,563
============ ============ ============ ============
Basic earnings per common share:
Income before extraordinary loss $ 0.11 $ 0.73 $ 0.48 $ 1.31
Extraordinary loss --- --- --- 0.11
------------ ------------ ------------ ------------
Net income $ 0.11 $ 0.73 $ 0.48 $ 1.20
============ ============ ============ ============
Diluted earnings per common share:
Income before extraordinary loss $ 0.11 $ 0.66 $ 0.47 $ 1.19
Extraordinary loss --- --- --- 0.09
------------ ------------ ------------ ------------
Net income $ 0.11 $ 0.66 $ 0.47 $ 1.10
============ ============ ============ ============
Weighted average common shares outstanding:
Basic 10,066,888 11,322,312 10,191,387 11,312,088
Diluted 10,190,146 13,650,807 10,354,495 13,652,272
</TABLE>
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DT Industries, Inc.
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
December 27, June 28,
1998 1998
(Unaudited)
------------ ------------
Assets
Current assets:
Cash and cash equivalents $ 8,418 $ 6,915
Accounts receivable, net 66,180 75,634
Costs and estimated earnings
in excess of amounts billed
on uncompleted contracts 74,558 66,910
Inventories, net 55,576 48,755
Prepaid expenses and other 10,563 8,931
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Total current assets 215,295 207,145
Property, plant and equipment, net 75,599 69,183
Goodwill, net 180,059 177,578
Other assets, net 8,873 6,096
------------ ------------
$ 479,826 $ 460,002
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 321 $ 55
Accounts payable 29,768 33,627
Customer advances 22,492 21,791
Accrued liabilities 34,373 43,232
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Total current liabilities 86,954 98,705
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Long-term debt 125,393 89,956
Deferred income taxes 8,750 7,827
Other long-term liabilities 3,560 3,455
------------ ------------
Total long-term obligations 137,703 101,238
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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;
10,108,137 and 10,502,762 shares
outstandingat December 27, 1998
and June 28, 1998, respectively 113 113
Additional paid-in capital 133,348 134,608
Retained earnings 85,028 80,561
Cumulative translation adjustment (2,542) (778)
Less-
Treasury stock (1,267,625 and
873,000 shares at December 27,
1998 and June 28, 1998,
respectively) at cost (30,778) (24,445)
------------ ------------
Total stockholders' equity 185,169 190,059
------------ ------------
$ 479,826 $ 460,002
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