DT INDUSTRIES INC
8-K, 1999-07-23
SPECIAL INDUSTRY MACHINERY, NEC
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                       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



                         July 23, 1999 (July 22, 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 July 22, 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  served,   delays  or
cancellations  of  customer  orders,  delays  in  shipping  dates  of  products,
significant cost overruns on certain projects, excess product warranty expenses,
collectibility of past due customer receivables,  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 July 22, 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: July 23, 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
                    July 22, 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 EXPECTS 4TH-QTR EPS OF 10 TO 13 CENTS BEFORE CHARGES


SPRINGFIELD,  Mo., July 22,  1999--DT  Industries,  Inc.  (Nasdaq:  DTII,  today
announced  that is  expects  to report  fourth-quarter  income of 10 cents to 13
cents per diluted share before pretax charges of up to $13 million,  or 83 cents
per diluted  share,  related to  contract  issues and  restructuring.  Sales are
expected to total about $113 million for the quarter  ended June 27, 1999,  with
orders  approximating  $89 million.  DT  Industries  expects to formally  report
results  in late  August,  following  renegotiation  of the terms of its  credit
facility.

The  potential  $13  million  pretax  charge  relates to cost,  performance  and
collection issues on a few automation contracts and restructuring charges.

"We continue to be affected by soft order  activity--primarily the result of the
ongoing  deferral  of major  projects by several  customers--as  well as by cost
overruns and production  issues in our Automation  Group," said Stephen J. Gore,
president and chief executive officer.  "The resulting uncertainty of the timing
of orders has forced us to take a much more thorough review of our operations to
control costs."

Gore noted that cost-control  measures being implemented primarily include right
sizing  of  operations   and   reductions  in  certain  sales  and  general  and
administrative  activities.  Additionally,  planned capital expenditures will be
limited to essential projects.

"While we remain cautiously  optimistic that the order rate will accelerate over
the  longer  term,   our   experiences   over  the  past  year   underscore  the
unpredictability  of the timing of the expected upswing," Gore said. "We believe
the  most  prudent  course  is  to  be  conservative   and  to  take  aggressive
cost-containment action at this point."

Gore  said  major  project  deferrals  stem  from  several  factors,   including
customers'  timing  of  new  product   development,   consolidation  within  the
automotive industry and customer management changes.

As a  result,  Gore  said,  the  backlog  at the  end of the  quarter  stood  at
approximately  $179  million,  compared  with a backlog  of $225  million a year
earlier.  For the 12-month period ended June 27, 1999, DT Industries  expects to
report diluted EPS of 62 cents to 65 cents,  before charges  related to contract
issues and  restructuring,  on sales of  approximately  $442  million and orders
approximately $396 million.

Cost,  performance  and  collection  issues on a few  automation  contracts  and
restructuring charges are expected to result in a fourth-quarter charge of up to
$13 million before taxes,  Gore added.  "We have had to revise cost estimates to
reflect  additional  costs  anticipated to bring certain projects up to contract
specifications  and are  negotiating  final billings on another in an attempt to
recoup the costs of modifications  incurred during the production process," Gore
said.  "Additionally,  we expect to accrue  warranty  costs to  support  certain
contracts  and have taken legal  action on one account  receivable  that we have
classified as questionable at this point.  The  circumstances  that led to these
cost overrun  issues have been  identified  and changes  implemented to mitigate
this type of risk on future  projects.  Restructuring  charges  include costs of
approximately   $2.5  million  associated  with  recent  management  changes  at
under-performing  units,  reductions in force and idle facility  costs.  We will
refine our estimate of these  charages  prior to final release of fourth quarter
results.

     "We are entering fiscal 2000 on a note of guarded optimism," Gore said. "We
continue to be pleased with the outlook,  with strong quoting activity and solid
opportunities ahead of us. We recognize,  however,  that timing remains an issue
and could have significant impact on near-term results.

     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.

                                      -30-


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