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
September 29, 1999 (September 28, 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 September 28, 1999, the Company issued the press release filed as an Exhibit
to this Report and incorporated herein by this reference.
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 or markets served, delays or
cancellations of customer orders, delays in shipping dates of products,
significant cost overruns on certain projects, significant restructuring or
other special, non-recurring charges, excess product warranty expenses,
collectibility of past due customer receivables, foreign currency exchange rate
fluctuations and delays in achieving anticipated cost savings or in fully
implementing project management system, availability of credit at acceptable
terms, 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 September 28, 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: September 29, 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
September 28, 1999.
DT Industries, Inc
1949 E. Sunshine
Suite 2-300
Springfield, MO 65804
At the company: At the Financial Relations Board/BSMG Worldwide:
Bruce P. Erdel Bob Schwaller Jack Cotto
Vice President/Finance General Inquiries Analyst Inquiries
(417) 890-0102 (972) 830-2295 (312) 640-6755
FOR IMMEDIATE RELEASE
TUESDAY, SEPTEMBER 28, 1999
DT INDUSTRIES REPORTS FOURTH-QUARTER RESULTS
SPRINGFIELD, Mo., September 28, 1999--DT Industries Inc. (Nasdaq:DTII) today
reported a fourth quarter net loss of $7.1 million or 71 cents per diluted
share, compared with net income of $8.4 million, or 68 cents per diluted share,
a year earlier. The Company recorded a total of $13.0 million in pre-tax special
charges or 82 cents per diluted share after tax in the fourth quarter related to
cost, performance and collection issues on some automation projects, and
restructuring charges. Before such charges, the Company would have reported net
income for the quarter of $1.1 million, or 11 cents per share.
Net sales for the fourth quarter ended June 27, 1999, totaled $113.5 million
compared with $138.6 million the prior year. Orders during the quarter totaled
$89.7 million and the backlog was $180.0 million at the end of the period.
For the year ended June 27, 1999, DT Industries reported a net loss of $1.8
million, or 17 cents per diluted share, compared with income before
extraordinary loss of $30.9 million, or $2.49 per diluted share in fiscal 1998.
Before special charges, the Company would have reported net income of $6.5
million, or 64 cents per diluted share in fiscal 1999. Net sales for the year
were $442.1 million compared with $519.3 million a year earlier.
CREDIT FACILITY RENEGOTIATED
As a result of the fiscal 1999 financial results, DT Industries was required to
negotiate an amendment to its existing credit facility. The amended facility
provides for a $135 million line of credit, which could increase to $140 million
if certain cash flow targets are met. The interest rate is prime plus 1 7/8
percentor LIBOR plus 3 percent, at DT Industries' discretion. Borrowings under
the credit
-more-
<PAGE>
DT Industries, Inc.
Add-1-
facility will be secured by substantially all of the assets of the Company and
will mature on April 2, 2001.
The amended credit facility agreement also requires the deferral of dividend
payments to holders of the Company's Convertible Preferred Securities and
suspension of common stock dividends. The amendment establishes a revised set of
financial covenants and other restrictions including lender approval of all
acquisitions. "We believe the amended credit facility coupled with our operating
cash flow will meet our needs for working capital and other requirements to fund
growth during the coming year," said Stephen J. Gore, president and chief
executive officer.
OPERATING IMPROVEMENTS EXPECTED
"While this past year has been extremely challenging, we believe that the steps
we've taken and will continue to take, will put us back on track to much
improved operating results," said Gore. "However, due to the low fourth-quarter
order rate, diminished backlog and continuing uncertainty on timing of orders,
significant improvement in operating results will not likely occur until the
last half of the year. Currently we expect an order rate of $117 million to $120
million and sales approximating $100 million in our first quarter of fiscal
2000."
"Our overall industry has been hit by a number of external factors, including
economic uncertainties and over-capacity in many of our major markets, that led
to a substantial reduction or delays in order rates despite strong quoting
activity," Gore said. "We are meeting the challenge by focusing on entering new
markets, expanding our share of existing markets and improving our operating
efficiency. We have established continuous improvement teams corporate-wide to
initiate steps to drive new product development and market growth, as well as
improve earnings and increase our return on net assets. These, and other
initiatives we have launched, will be the driving forces in our goal to
significantly increase the fiscal 2000 order rate," Gore said.
Gore said the fiscal 1999 revenues were significantly below the prior year and
internal expectations in part because of the reduction of business from the
Company's largest customer and diminished capital spending in several other key
markets.
Excluding incremental sales of $9.5 million from the Assembly Technology & Test
acquisition in July 1997, Automation segment sales decreased 18.2 percent during
fiscal 1999 to $299.8 million, in part because of significantly reduced sales to
a major electronics customer. Soft order activity throughout the segment,
attributed to continued delays on projects for customers in the automotive,
heavy equipment and appliance industries also contributed to lower sales.
-more-
<PAGE>
DT Industries, Inc.
Add-2-
In the Packaging segment, lower sales of plastics processing equipment,
particularly foam extrusion systems to international markets, resulted in an 11
percent decrease in sales to $104.0 million, excluding incremental sales of $5.5
million from the August 1998 acquisition of Scheu and Kniss. Sales of
tablet-counting and packaging systems to the pharmaceutical and nutritional
industries, which had been strong during the first three quarters, decreased in
the fourth quarter and resulted in overall lower sales to those customers during
fiscal 1999.
In other businesses, sales decreased 31 percent to $32.8 million, reflecting the
sale of the knitting elements business and substantially lower sales of parts to
agricultural equipment customers. Planned attrition and product changes in the
metal stampings and fabrications business also contributed to lower sales.
CHARGES RELATED TO MANUFACTURING ISSUES, COST REDUCTIONS
Based on facts occurring in the fourth quarter, the Company recorded a charge of
$9.8 million to cost of sales related to three automation projects to revise
cost estimates to reflect additional costs anticipated to bring the projects up
to contract specifications, to reflect anticipated final billings to recoup
costs of modifications incurred during the manufacturing process and, in the
case of one project, to reflect warranty costs expected to support the systems
during the first year of operation.
Charges to SG&A expense totaling $0.7 million were recorded in the fourth
quarter, related to a receivable that is currently being pursued in a legal
action. Additionally, a restructuring charge of $2.5 million was recorded and
consisted primarily of severance costs associated with management changes and
workforce reductions and idle facility costs. "Cost savings associated with
these measures are expected to be $6 million annually", Gore said. "We continue
to analyze other measures with a goal of further cost cuts to enhance
profitability."
COMPANY TARGETS HIGH-GROWTH ELECTRONICS, MEDICAL DEVICE MARKETS
Gore noted that DT Industries expects to make inroads in entering new
electronics and medical device markets with the establishment of an advanced
automation engineering group in California, which specializes in miniature
robotic assembly techniques. The Company also acquired a bagging and de-bagging
product line designed to gain entry into the hard disk drive market.
WORKING TOWARD CONTINUING IMPROVEMENT
"While we have been faced with many tough decisions over the past few months,
including management changes, reductions in force and facilities consolidations
we
-more-
<PAGE>
DT Industries, Inc.
Add-3-
believe they will lead to a leaner, stronger and more-focused company," Gore
said. "Our employees and management are committed to working together toward
ensuring that DT Industries delivers improved financial performance, even more
competitive products and increased customer satisfaction."
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, excess product warranty expenses, collectability of past due customer
receivables, currency exchange fluctuations and other factors described in the
Company's filings with the U.S.
Securities and Exchange Commission.
For more information regarding DT Industries, Inc. free of charge via fax
dial 1-800-PRO-INFO and enter "DTII"
Financial tables to follow...
-more-
<PAGE>
DT Industries, Inc.
Consolidatead Balance Sheets
(Dollars in thousands, except per share data)
June 27, June 28,
1999 1998
------------------------------
ASSETS
Current assets:
Cash $ 10,487 $ 6,915
Accounts receivable, net 50,691 75,634
Costs and estimated earnings in
excess of amounts billed ($219,645
and $187,221, respectively) on
uncompleted contracts 64,894 66,910
Inventories, net 56,876 48,755
Prepaid expenses and other 12,320 8,931
------------------------------
Total current assets 195,268 207,145
Property, plant and equipment, net 77,402 69,183
Goodwill, net 180,066 177,578
Other assets, net 4,051 6,096
------------------------------
$ 456,787 $ 460,002
==============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 384 $ 55
Accounts payable 37,507 33,627
Customer advances 15,066 13,573
Billings in excess of costs
and estimated earnings ($52,828
and $87,703 respectively)
on uncompleted contracts 6,837 8,218
Accrued liabilities 32,418 43,232
------------------------------
Total current liabilities 92,212 98,705
------------------------------
Long-term debt 103,659 89,956
Deferred income taxes 8,376 7,827
Other long-term liabilities 3,400 3,455
------------------------------
115,435 101,238
------------------------------
Company-obligated, mandatorily
redeemable convertible preferred
securities of subsidiary DT Capital
Trust holding solely convertible
junior 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
issued and outstanding respectively 113 113
Additional paid-in capital 133,348 134,608
Retained earnings 77,984 80,561
Cumulative translation adjustment (1,527) (778)
Less-
Treasury stock (1,268,488 and
873,000 shares at June 27,
1999 and June 28, 1998,
respectively), at cost (30,778) (24,445)
------------------------------
Total stockholders' equity 179,140 190,059
------------------------------
$ 456,787 $ 460,002
------------------------------
<PAGE>
DT INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
(unaudited)
June 27, June 28, June 27, June 28,
1999 1998 1999 1998
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
Net sales $ 113,453 $ 138,586 $ 442,084 $ 519,342
Cost of sales 98,149 102,762 348,487 380,126
--------------------------------- ---------------------------------
Gross profit 15,304 35,824 93,597 139,216
Selling, general and
administrative expenses 20,719 19,348 80,740 75,246
Restructuring charge 2,500 - 2,500 -
Loss on sale of assets of Knitting
Elements Division - - - 1,383
--------------------------------- ---------------------------------
Operating income (loss) (7,915) 16,476 10,357 62,587
Interest expense 1,959 1,407 7,742 6,509
Dividends on Company-obligated,
mandatorily redeemable convertible
preferred securities of subsidiary
DT Capital Trust holding soley
convertible junior subordinated
debentures of the Company,
at 7.16% per annum 1,253 1,253 5,012 5,012
--------------------------------- ---------------------------------
Income (loss) before provision for
income taxes and extraordinary loss (11,127) 13,816 (2,397) 51,066
Provision (benefit) for income taxes (3,995) 5,409 (634) 20,182
--------------------------------- ---------------------------------
Income (loss) before extraordinary loss (7,132) 8,407 (1,763) 30,884
Extradordinary loss on debt
refinancing less applicable income
tax benefits of $800 - - - 1,200
--------------------------------- ---------------------------------
Net Income(loss) $ (7,132) $ 8,407 $ (1,763) $ 29,684
================================= =================================
Basic earnings per common share:
Income (loss) before extraordinary loss $ (0.71) $ 0.75 $ (0.17) $ 2.73
Extraordinary loss - - - 0.10
--------------------------------- ---------------------------------
Net income (loss) $ (0.71) $ 0.75 $ (0.17) $ 2.63
================================= =================================
Diluted earnings per common share:
Income (loss) before extraordinary loss $ (0.71) $ 0.68 $ (0.17) $ 2.49
Extraordinary loss - - - 0.09
--------------------------------- ---------------------------------
Net income (loss) $ (0.71) $ 0.68 $ (0.17) $ 2.40
================================= =================================
Weighted average common shares outstanding:
Basic 10,107,274 11,222,921 10,149,215 11,297,409
Diluted 10,107,274 13,527,023 10,181,800 13,621,481
</TABLE>
