FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 26, 2000
-------------------------------
Commission File Number: 0-23400
DT INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 44-0537828
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(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization
1949 E. Sunshine, Suite 2-300, Springfield, Missouri 65804
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(Address of principal executive offices) (Zip Code)
(417) 890-0102
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No
---- ----
The number of shares of Common Stock, $0.01 par value, of the
registrant outstanding as of April 28, 2000 was 10,107,274.
<PAGE>
DT INDUSTRIES, INC.
<TABLE>
<CAPTION>
INDEX
PAGE 1
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Number
<S> <C> <C>
Part I Financial Information
Item 1. Financial Statements (Unaudited, except as noted)
Consolidated Balance Sheets at March 26, 2000
and June 27, 1999 (Audited) 2
Consolidated Statement of Operations for the three and
nine months ended March 26, 2000 and March 28, 1999 3
Consolidated Statement of Changes in Stockholders'
Equity for the nine months ended March 26, 2000 4
Consolidated Statement of Cash Flows for the nine
months ended March 26, 2000 and March 28, 1999 5-6
Notes to Consolidated Financial Statements 7-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-20
Item 3. Quantitative and Qualitative Disclosures About Market
Risk 20
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K 21
Signature
</TABLE>
<PAGE>
DT INDUSTRIES, INC.
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
PAGE 2
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March 26, June 27,
2000 1999
(Unaudited)
--------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,181 $ 10,487
Accounts receivable, net 69,705 50,691
Costs and estimated earnings in excess of amounts
billed on uncompleted contracts 68,239 64,894
Inventories, net 65,330 56,876
Prepaid expenses and other 10,590 12,320
--------------- ----------------
Total current assets 221,045 195,268
Property, plant and equipment, net 73,703 77,402
Goodwill, net 177,188 180,066
Other assets, net 4,226 4,051
--------------- ----------------
$476,162 $456,787
=============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 684 $ 384
Accounts payable 31,097 37,507
Customer advances 19,436 21,903
Accrued liabilities 38,150 32,418
--------------- ----------------
Total current liabilities 89,367 92,212
--------------- ----------------
Long-term debt 121,089 103,659
Deferred income taxes 10,429 8,376
Other long-term liabilities 3,425 3,400
--------------- ----------------
Total long-term obligations 134,943 115,435
--------------- ----------------
Commitments and contingencies (See Note 10)
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 shares outstanding at March 26, 2000
and June 27, 1999, respectively 113 113
Additional paid-in capital 133,348 133,348
Retained earnings 81,252 77,984
Cumulative translation adjustment (2,083) (1,527)
Less -
Treasury stock (1,268,488 shares at March 26, 2000
and June 27, 1999, respectively), at cost (30,778) (30,778)
--------------- ----------------
Total stockholders' equity 181,852 179,140
--------------- ----------------
$476,162 $456,787
=============== ================
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
DT INDUSTRIES, INC.
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 3
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Three months ended Nine months ended
March 26, March 28, March 26, March 28,
2000 1999 2000 1999
-------------- ----------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Net sales $121,895 $104,097 $330,846 $328,631
Cost of sales 93,263 79,604 254,184 250,338
-------------- ----------------- ------------------ ---------------------
Gross profit 28,632 24,493 76,662 78,293
Selling, general and
administrative expenses 19,688 20,716 58,906 60,021
-------------- ----------------- ------------------ ---------------------
Operating income 8,944 3,777 17,756 18,272
Interest expense 2,834 1,724 7,274 5,783
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 1,298 1,253 3,826 3,759
-------------- ----------------- ------------------ ---------------------
Income before provision for
income taxes 4,812 800 6,656 8,730
Provision for income taxes 2,079 308 3,388 3,361
-------------- ----------------- ------------------ ---------------------
Net income $2,733 $ 492 $ 3,268 $5,369
============== ================= ================== =====================
Net earnings per common share:
Basic $0.27 $0.05 $0.32 $0.53
Diluted $0.27 $0.05 $0.32 $0.52
============== ================= ================== =====================
Weighted average common shares outstanding:
Basic 10,107,274 10,107,274 10,107,274 10,163,246
Diluted 10,216,318 10,111,242 10,169,335 10,254,900
============== ================= ================== =====================
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
DT INDUSTRIES, INC.
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED MARCH 26, 2000
(DOLLARS IN THOUSANDS)
PAGE 4
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Accumulated
other Additional
Retained comprehensive Common paid-in Treasury
earnings income stock capital stock Total
---------- ---------------- ----------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance, June 27, 1999 $ 77,984 $ (1,527) $113 $133,348 $ (30,778) $179,140
Comprehensive income:
Net income (unaudited) 3,268
Foreign currency translation (unaudited) (556)
Total comprehensive income (unaudited) 2,712
---------- ---------------- ----------- ------------ ------------- ------------
Balance, March 26, 2000
(unaudited) $81,252 $ (2,083) $113 $133,348 $(30,778) $181,852
========== ================ =========== ============ ============= ============
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
DT INDUSTRIES, INC.
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
PAGE 5
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Nine Months Ended
March 26, March 28,
2000 1999
----------------- ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $3,268 $5,369
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation 8,252 7,723
Amortization 4,573 4,044
Deferred income tax provision 4,557 2,134
(Increase) decrease in current assets, excluding the
effect of acquisitions:
Accounts receivable (18,973) 3,054
Costs and earnings in excess of amounts billed (3,280) (8,707)
Inventories (6,454) (6,548)
Prepaid expenses and other 320 1,263
Increase (decrease) in current liabilities, excluding the effect of
acquisitions:
Accounts payable (6,436) (6,902)
Customer advances (2,650) (3,255)
Accrued liabilities 5,193 (444)
Other 59 57
----------------- ------------------
Net cash used by operating activities (11,571) (2,212)
----------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,539) (11,185)
Acquisition of C.E. King net assets (2,116) ---
Acquisition of Scheu & Kniss net assets --- (10,352)
Other (621) (1,429)
----------------- ------------------
Net cash used by investing activities (7,276) (22,966)
----------------- ------------------
(continued)
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
<PAGE>
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
(CONTINUED)
PAGE 6
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Nine Months Ended
March 26, March 28,
2000 1999
--------------- ----------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings from revolving loans 18,655 34,190
Proceeds from issuance of debt --- 5,275
Payments on borrowings (443) (128)
Financing costs (1,143) ---
Exercise of stock options --- 119
Payments for repurchase of stock --- (9,985)
Dividends --- (612)
--------------- ----------------
Net cash provided by financing activities 17,069 28,859
--------------- ----------------
Effect of exchange rate changes (1,528) (190)
--------------- ----------------
Net increase (decrease) in cash (3,306) 3,491
Cash and cash equivalents at beginning of period 10,487 6,915
--------------- ----------------
Cash and cash equivalents at end of period $ 7,181 $10,406
=============== ================
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 7
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1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements of DT
Industries, Inc. (DTI or the Company) have been prepared in accordance
with the instructions for Form 10-Q and do not include all of the
information and footnotes required by U.S. generally accepted
accounting principles for complete financial statements. However, in
the opinion of management, the information includes all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the results of operations for the periods presented.
Operating results for any quarter are not necessarily indicative of the
results for any other quarter or for the full year. These statements
should be read in conjunction with the consolidated financial
statements and notes to the consolidated financial statements included
in the Company's Annual Report on Form 10-K for the fiscal year ended
June 27, 1999.
2. PRINCIPLES OF CONSOLIDATION AND FOREIGN CURRENCY TRANSLATION
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated.
The accounts of the Company's foreign subsidiaries are maintained in
their respective local currencies. The accompanying consolidated
financial statements have been translated and adjusted to reflect U.S.
dollars in accordance with U.S. generally accepted accounting
principles.
3. ACQUISITIONS
In July 1999, the Company completed the acquisition of certain net
assets of C. E. King, Ltd. (King), a manufacturer of tablet counting,
liquid filling and capping equipment located in Chertsey, England. The
purchase price of $2,116 was primarily financed by borrowings under the
Company's revolving credit facility. The purchase price has been
allocated to the acquired assets and assumed liabilities based on their
estimated fair value at the date of acquisition. The excess of purchase
price over the estimated fair value of net assets acquired has been
recorded as goodwill. The accompanying consolidated financial
statements include the results of King from the date of acquisition.
In August 1998, the Company completed the acquisition of certain net
assets of Scheu & Kniss, Inc. (S&K). See the consolidated financial
statements and notes thereto included in the Company's Annual Report on
Form 10-K for the fiscal year ended June 27, 1999 for additional
information relating to this acquisition.
The pro forma effects of the above acquisitions are not material to the
Company's financial results for the three and nine months ended March
26, 2000 and March 28, 1999.
<PAGE>
DT INDUSTRIES, INC.
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 8
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4. FINANCING
As of March 26, 2000 and June 27, 1999, long-term debt consisted of the
following:
March 26, June 27,
2000 1999
(Unaudited)
------------------- -----------------
<S> <C> <C>
Term loan $10,000 $10,000
Revolving loans 104,059 85,765
Other long-term debt and capital lease obligations 7,714 8,278
------------------- -----------------
121,773 104,043
Less-current portion of long-term debt 684 384
------------------- -----------------
$121,089 $103,659
=================== =================
</TABLE>
In September 1999, the Company completed an amendment to its $175,000
credit facility. The credit facility, as amended, was reduced to
$135,000, including a $125,000 revolving credit facility and a $10,000
term credit facility. In accordance with the amended credit agreement,
the revolving credit facility increased in December 1999 to $130,000 as
the Company met certain operating cash flow targets. Borrowings under
the amended credit facility bear interest at floating rates based on
the prime rate plus 1 7/8% or LIBOR plus 3% (at the option of DTI). The
credit facility, as amended, matures April 2, 2001. Borrowings under
the amended credit facility are secured by substantially all of the
assets of DTI and its domestic subsidiaries. The amendment to the
credit facility established a revised set of financial and other
covenants and restrictions, including prohibition of acquisitions and
payment of dividends without the consent of the lenders. The Company
was in compliance with the amended credit facility's financial and
other covenants at March 26, 2000. Total borrowing availability under
the amended credit facility as of March 26, 2000 was $22,325.
<PAGE>
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 9
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5. COMPANY-OBLIGATED, MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED
SECURITIES OF SUBSIDIARY DT CAPITAL TRUST HOLDING SOLELY CONVERTIBLE
JUNIOR SUBORDINATED DEBENTURES OF THE COMPANY (CONVERTIBLE PREFERRED
SECURITIES)
On June 12, 1997, the Company completed a private placement to
institutional investors of 1,400,000 7.16% Convertible Preferred
Securities (liquidation preference of $50 per Convertible Preferred
Security). The placement was made through the Company's wholly owned
subsidiary, DT Capital Trust (Trust), a Delaware business trust. The
securities represent undivided beneficial ownership interests in the
Trust. The sole asset of the Trust is the $72,165 aggregate principal
amount of the 7.16% Convertible Junior Subordinated Deferrable Interest
Debentures Due 2012 of the Company, which were acquired by the Trust
with the proceeds from the offering as well as the sale of Common
Securities of the Trust to the Company. The Company's obligations under
the Convertible Junior Subordinated Debentures, the Indenture pursuant
to which they were issued, the Amended and Restated Declaration of
Trust of the Trust and the Guarantee of DTI, taken together, constitute
a full and unconditional guarantee by DTI of amounts due on the
Convertible Preferred Securities. The Convertible Preferred Securities
are convertible at the option of the holders at any time into the
common stock of DTI at an effective conversion price of $38.75 per
share, are redeemable at DTI's option after June 1, 2000 and are
mandatorily redeemable in 2012. The net proceeds of the offering of
approximately $67,750 were used by DTI to retire indebtedness. A
registration statement relating to resales of the Convertible Preferred
Securities was declared effective by the Securities and Exchange
Commission on September 2, 1997. In conjunction with the amendment of
the credit facility as discussed in Note 4, the Company elected to
defer interest payments on the Convertible Junior Subordinated
Debentures. As a result, quarterly distributions on the Convertible
Preferred Securities have also been deferred and DTI will not declare
or pay dividends on its common stock. Dividends on the Convertible
Preferred Securities in the amount of $3,826 have been deferred and
accrued as of March 26, 2000.
6. BUSINESS SEGMENTS
The Company adopted Statement of Financial Accounting Standards No. 131
(SFAS 131), "Disclosures about Segments of an Enterprise and Related
Information", effective June 27, 1999. SFAS 131 requires disclosure of
segment information on the basis that it is used internally for
evaluating segment performance and deciding how to allocate resources
to segments. Accordingly, segment information for the three and nine
months ended March 28, 1999 has been restated to conform with the
requirements of SFAS 131.
Financial information for the Company's reportable segments consisted
of the following:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 26, 2000 March 28, 1999 March 26, 2000 March 28, 1999
--------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Net sales
Automation $81,633 $ 68,563 $209,401 $225,378
Packaging 29,904 27,560 93,721 77,787
Other 10,358 7,974 27,724 25,466
--------------- --------------- --------------- ----------------
Consolidated total $121,895 $104,097 $330,846 $328,631
=============== =============== =============== ================
</TABLE>
<PAGE>
DT INDUSTRIES, INC.
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 10
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The reconciliation of segment operating income to consolidated income
before income taxes consisted of the following:
Three Months Ended Nine Months Ended
March 26, 2000 March 28, 1999 March 26, 2000 March 28, 1999
---------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Automation $5,288 $2,556 $7,535 $16,185
Packaging 4,476 3,383 14,444 7,661
---------------- --------------- --------------- ----------------
Operating income for
reportable segments 9,764 5,939 21,979 23,846
Operating income for
immaterial businesses 1,129 432 1,951 1,599
Corporate (1,949) (2,594) (6,174) (7,173)
Interest expense, net (2,834) (1,724) (7,274) (5,783)
Dividends on Company-
obligated, mandatorily
redeemable convertible
preferred securities (1,298) (1,253) (3,826) (3,759)
---------------- --------------- --------------- ----------------
Consolidated income
before income taxes $4,812 $800 $6,656 $8,730
================ =============== =============== ================
7. RESTRUCTURING RESERVE
In the fourth quarter of fiscal 1999, the Company recorded a
restructuring charge of $2,500 associated with management changes and
workforce reductions, idle facility costs and non-cash asset
write-downs. The restructuring reserve at June 27, 1999 was fully
utilized during the nine months ended March 26, 2000. The breakdown of
the restructuring reserve as of March 26, 2000 and June 27, 1999 was as
follows:
Charges to
June 27, 1999 Reserve March 26, 2000
----------------- ------------------ -------------------
<S> <C> <C> <C>
Severance costs $1,493 $(1,493) $ -
Idle facility costs 264 (264) -
Asset write-downs and other 361 (361) -
----------------- ------------------ ------------------
$2,118 $ (2,118) $ -
================= ================== ==================
</TABLE>
<PAGE>
DT INDUSTRIES, INC.
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 11
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8. SUPPLEMENTAL BALANCE SHEET INFORMATION
March 26, 2000 June 27, 1999
(Unaudited)
-------------------- -----------------
<S> <C> <C>
Inventories, net:
Raw materials $24,672 $ 21,835
Work in process 31,451 25,418
Finished goods 9,207 9,623
----------------- ----------------
$65,330 $56,876
================= ================
Accrued liabilities:
Accrued employee compensation and benefits $13,380 $12,291
Accrued warranty 3,504 4,409
Dividends on convertible preferred securities 3,826 ---
Other 17,440 15,718
----------------- ----------------
$38,150 $32,418
================= ================
The Company has 1,268,488 shares of treasury stock at a total cost of
$30,778, as reflected in the stockholders' equity section of the
consolidated balance sheet. The repurchased shares are being used
primarily for employee benefit programs. In conjunction with the
negotiation of the amendment to the credit facility as discussed in
Note 4, the Company has agreed that it will make no further repurchases
of its common stock.
9. STOCK OPTION PLANS
A summary of stock option transactions pursuant to the 1994 Employee
Stock Option Plan, the 1994 Directors Non-Qualified Stock Option Plan
and the 1996 Long-Term Incentive Plan follows:
AVERAGE SHARES SUBJECT
PRICE TO OPTION
------------------- ---------------------
<S> <C> <C>
Options outstanding at June 27, 1999 $17.43 1,011,938
Options granted 6.40 261,000
Options exercised --- ---
Options forfeited 17.16 (92,775)
---------------------
Options outstanding at March 26, 2000 15.01 1,180,163
=====================
Exercisable at March 26, 2000 560,884
=====================
</TABLE>
10. COMMITMENTS AND CONTINGENCIES
The Company is a party to certain lawsuits involving employee matters,
product liability and other matters. Management does not expect the
outcome of any litigation to have a material adverse effect on the
Company's financial position, results of operations or liquidity.
<PAGE>
DT INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PAGE 12
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GENERAL OVERVIEW
The following discussion summarizes the significant factors affecting the
consolidated operating results and financial condition of DT Industries, Inc.
(DTI or the Company) for the three and nine months ended March 26, 2000 compared
to the three and nine months ended March 28, 1999. This discussion should be
read in conjunction with the consolidated financial statements and notes to the
consolidated financial statements included in the Company's Annual Report on
Form 10-K for the fiscal year ended June 27, 1999.
The Company primarily operates in two business segments, Automation and
Packaging. The Automation segment designs and builds integrated systems for the
assembly, test and handling of discrete products. The Packaging segment
manufactures tablet processing, counting and liquid filling systems and plastics
processing equipment including thermoforming, blister packaging, heat-sealing
and foam extrusion.
The percentage of completion method of accounting is used by the Company to
recognize revenues and related costs. Under the percentage of completion method,
revenues for customer contracts are measured based on the ratio of engineering
and manufacturing labor hours incurred to date compared to total estimated
engineering and manufacturing labor hours or, for certain customer contracts,
the ratio of total costs incurred to date to total estimated costs. Any
revisions in the estimated total costs or values of the contracts during the
course of the work are reflected when the facts that require the revisions
become known.
Costs and related expenses to manufacture the products are recorded as cost of
sales when the related revenue is recognized. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined.
Gross margins may vary in a given period as a result of the variations in
profitability of contracts for large orders of automated production systems or
special machines. In addition, changes in the product mix in a given period
affect gross margins.
In the fourth quarter of fiscal 1999, the Company recorded $10.5 million of
special charges related to cost, performance and collection issues on four
automation projects. The Company has substantially resolved the outstanding
issues with the customers related to two of the projects. Another project is in
litigation regarding collection of an outstanding account receivable and
resolution is not probable over the next twelve months. Warranty work continues
on the final project as the Company continues to attempt resolution with the
customer. Final resolution is expected in the first half of FY2001. Overall, the
Company continues to believe the remaining reserves related to these projects at
March 26, 2000 are adequate.
Certain information contained in this report, particularly the information
appearing under the headings "General Overview", "Results of Operations",
"Liquidity and Capital Resources", "Backlog" and "Market Risk" includes
forward-looking statements. These statements, comprising all statements which
are not historical, are based upon the Company's interpretation of what it
believes are significant factors affecting its businesses, including many
assumptions regarding future events, and are made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. References to "opportunities", "growth
potential", "objectives" and "goals", and the words "anticipate", "believe",
"estimate", "expect", and similar expressions used herein indicate
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, excess
product warranty expenses, collectability of past due customer receivables,
significant cost overruns on certain projects, significant restructuring or
other special, non-recurring charges, foreign currency exchange rate
fluctuations, delays in achieving anticipated cost savings or in fully
implementing project and information
<PAGE>
DT INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PAGE 13
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management systems, availability of financing at acceptable terms, changes in
interest rates, increased inflation and availability of skilled labor.
Additional information regarding important factors that could cause actual
results of operations or outcomes of other events to differ materially from any
forward- looking statement also appears elsewhere in this report, including
under the heading "Seasonality and Fluctuations in Quarterly Results".
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage of
consolidated net sales represented by certain items reflected in the Company's
consolidated statement of operations:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 26, 2000 March 28, 1999 March 26, 2000 March 28, 1999
---------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 76.5 76.5 76.8 76.2
---------------- --------------- --------------- ----------------
Gross profit 23.5 23.5 23.2 23.8
Selling, general and administrative
expenses 16.2 19.9 17.8 18.3
---------------- --------------- --------------- ----------------
Operating income 7.3 3.6 5.4 5.5
Interest expense 2.3 1.7 2.2 1.8
Dividends on Company-obligated,
mandatorily redeemable convertible
preferred securities of subsidiary DT
Capital Trust 1.1 1.2 1.2 1.1
---------------- --------------- --------------- ----------------
Income before provision for income
taxes 3.9 0.7 2.0 2.6
Provision for income taxes 1.7 0.3 1.0 1.0
---------------- --------------- --------------- ----------------
Net income 2.2 % 0.4 % 1.0 % 1.6 %
================ =============== =============== ================
</TABLE>
<PAGE>
DT INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PAGE 14
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<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 26, 2000
COMPARED TO THREE MONTHS ENDED MARCH 28, 1999
Consolidated net sales for the three months ended March 26, 2000 were $121.9
million, an increase of $17.8 million, or 17.1%, from $104.1 million for the
three months ended March 28, 1999. Net sales by segment were as follows (in
millions):
Three Months Ended Three Months Ended
March 26, 2000 March 28, 1999 Increase
-------------------------- ----------------------------- -------------------
<S> <C> <C> <C>
Automation $81.6 $68.6 $13.0
Packaging 29.9 27.6 2.3
Other 10.4 7.9 2.5
-------------------------- ----------------------------- -------------------
$121.9 $104.1 $17.8
========================== ============================= ===================
</TABLE>
Automation segment sales increased $13.0 million, or 19.1%, primarily as a
result of ongoing capital programs within two of the Company's primary markets,
the electronics industry and the tire industry. The Company also continues to
see increased revenues from material-handling systems for the heavy equipment
industry. These increases were partially offset by decreased sales in the
recreational products, appliance and automotive industries. The Company believes
the capital spending within the electronics and tire markets can be attributed
to the strong demand for end products in the electronics market and to
manufacturing improvements regarding tire production. Deferral of capital
spending programs by automotive customers resulted in revenues from the
automotive industry that were significantly below those recorded in the third
quarter of fiscal 1999.
Packaging segment sales increased $2.3 million, or 8.5%, primarily due to the
incremental increase in sales as a result of the acquisition of C.E. King in
July 1999. Significantly higher sales of plastics processing equipment were
offset by lower sales of tablet presses primarily to the nutritional market.
Sales from the Company's stamping and fabrication businesses were up $2.5
million, or 29.9%, as a result of new customer sales in the light truck market
and the transfer of some stamping and fabrication production previously reported
in the Automation segment.
Gross profit increased $4.1 million, or 16.9%, to $28.6 million for the three
months ended March 26, 2000 from $24.5 million for the three months ended March
28, 1999. The gross margin remained unchanged at 23.5%. Gross margins in the
Automation segment were down slightly primarily as a result of the
under-utilization of certain automotive manufacturing facilities and a change in
mix from higher margin duplicate systems. The Packaging segment also experienced
slightly lower gross margins due to the acquisition of C.E. King in July 1999,
which produces lower priced, lower margin tablet counting equipment, and the
under-utilization at the Company's tablet press manufacturing facility. The
stamping and fabrication businesses' gross margins were up significantly in the
current quarter due primarily to better manufacturing overhead absorption
resulting from higher production levels.
SG&A expenses decreased $1.0 million, or 5.0%, to $19.7 million for the three
months ended March 26, 2000 from $20.7 million for the three months ended March
28, 1999. Excluding the incremental costs of approximately $0.9 million
associated with newly-acquired and start-up businesses, operating expenses
decreased approximately 9.2% from the prior year quarter. The decrease was
primarily due to the restructuring and cost containment measures taken in fiscal
1999 and fiscal 2000 across all business segments and at the Corporate office.
The cost cutting measures implemented included headcount reductions and lower
discretionary spending in the general and administrative and sales and marketing
<PAGE>
DT INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PAGE 15
- --------------------------------------------------------------------------------
functions. The incremental costs associated with newly-acquired and start-up
businesses resulted from the acquisition of C.E. King in July 1999, the July
1999 start-up of an advanced automation engineering group on the West Coast
targeting the high-growth medical and electronics markets and the additional
costs being incurred as a result of an agreement to assume the marketing and
distribution of a standard product line manufactured by the Company. Due to the
lower expenses and higher sales as compared to the prior year, SG&A expenses as
a percentage of consolidated net sales decreased to 16.2% from 19.9%.
Operating income increased $5.1 million, or 136.8%, to $8.9 million for the
three months ended March 26, 2000 from $3.8 million for the three months ended
March 28, 1999, as a result of the factors noted above. The operating margin
increased to 7.3% from 3.6% in the prior year.
Interest expense increased $1.1 million, or 64.4%, to $2.8 million for the three
months ended March 26, 2000 from $1.7 million for the three months ended March
28, 1999 primarily from the increase in interest rates on outstanding
borrowings. Dividends on the convertible preferred securities were $1.3 million
for each of the three months ended March 26, 2000 and March 28, 1999. The
dividends are currently being deferred and accrued as a result of the September
1999 amendment to the credit facility.
The provision for income taxes increased to $2.1 million for the three months
ended March 26, 2000 from $0.3 million for the three months ended March 28,
1999, reflecting an effective tax rate of approximately 43.2% and 38.5% for each
period, respectively. These rates differ from statutory rates due to permanent
differences primarily related to the effects of non-deductible goodwill
amortization on certain acquisitions and other tax benefit optimization factors.
Net income increased $2.2 million to $2.7 million for the three months ended
March 26, 2000 from $0.5 million for the three months ended March 28, 1999.
Basic and diluted earnings per share were $0.27 for the three months ended March
26, 2000 compared to basic and diluted earnings per share of $0.05 for the three
months ended March 28, 1999. Basic weighted average shares outstanding for each
of the three months ended March 26, 2000 and March 28, 1999 were 10.1 million.
Diluted weighted average shares outstanding for the three months ended March 26,
2000 were 10.2 million versus 10.1 million for the three months ended March 28,
1999.
<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 26, 2000
COMPARED TO NINE MONTHS ENDED MARCH 28, 1999
Consolidated net sales for the nine months ended March 26, 2000 were $330.8
million, an increase of $2.2 million, or 0.7%, from $328.6 million for the nine
months ended March 28, 1999. Net sales by segment were as follows (in millions):
Nine Months Ended Nine Months Ended Increase
March 26, 2000 March 28, 1999 (Decrease)
-------------------------- ----------------------------- -------------------
<S> <C> <C> <C>
Automation $209.4 $225.4 $ (16.0)
Packaging 93.7 77.8 15.9
Other 27.7 25.4 2.3
-------------------------- ----------------------------- -------------------
$330.8 $328.6 $2.2
========================== ============================= ===================
</TABLE>
Automation segment sales decreased $16.0 million, or 7.1%, primarily as a result
of lower sales to the automotive industry. The Company's automotive sales were
strong in fiscal 1999 led by several projects in fuel systems. The lower
automotive sales in fiscal 2000 can be attributed to the decrease in fuel
systems projects in fiscal 2000 and the general deferral of other capital
spending programs by automotive customers over the last 12 months. Revenues were
also down significantly in the recreational products market reflecting a
significant amount of revenues in the prior year from a large, special project.
The recreational business has been replaced by sales in the electronics industry
which are being fueled by a significant capital spending program by a
significant customer in that industry. Additionally, the Company continues to
see increased revenues from the significant capital spending program within its
tire market and material handling systems for the heavy equipment industry.
<PAGE>
DT INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PAGE 16
- --------------------------------------------------------------------------------
Packaging segment sales increased $15.9 million, or 20.5%, reflecting a
combination of significantly higher sales of plastics processing equipment,
including sales of extrusion and thermoforming systems, and the incremental
increase in sales as a result of the acquisition of C.E. King in July 1999 and
Scheu & Kniss in August 1998. These increases were partially offset by reduced
sales of tablet presses.
Sales from the Company's stamping and fabrication businesses were up $2.3
million as a result of new customer sales in the light truck market and the
transfer of some stamping and fabrication production previously reported in the
Automation segment.
Gross profit decreased $1.6 million, or 2.1%, to $76.7 million for the nine
months ended March 26, 2000 from $78.3 million for the nine months ended March
28, 1999. The gross margin decreased to 23.2% from 23.8%. The decrease in gross
margin reflects the decrease in margins in the Automation segment partially
offset by the increase in gross margins on plastics processing equipment. The
margins in the Automation segment were down from the prior year reflecting
inefficiencies related to the lower utilization of manufacturing resources,
lower margins on new business and the incremental manufacturing overhead costs
associated with the start-up of an advanced automation engineering group on the
West Coast. Packaging gross margins were up sharply from the prior year which
had been adversely affected by cost overruns and inefficiencies on plastics
processing equipment. This increase was partially offset by lower margins on
other packaging machinery sales primarily reflecting the unfavorable
manufacturing volume variances occurring at one of the businesses and an
unfavorable product mix.
SG&A expenses decreased $1.1 million, or 1.9%, to $58.9 million for the nine
months ended March 26, 2000 from $60.0 million for the nine months ended March
28, 1999. Incremental costs associated with newly-acquired and start-up
businesses were offset by cost containment measures taken across business
segments and at the Corporate office, including headcount reductions and lower
discretionary spending in the general and administrative and sales and marketing
functions. The incremental costs associated with newly-acquired and start-up
businesses resulted from the acquisitions of S&K in August 1998 and C.E. King in
July 1999, the July 1999 start-up of an advanced automation engineering group on
the West Coast targeting the high-growth medical and electronics markets and the
additional costs being incurred as a result of an agreement to assume the
marketing and distribution of a standard product line manufactured by the
Company. SG&A expenses as a percentage of consolidated net sales decreased to
17.8% from 18.3%.
Operating income decreased $0.5 million, or 2.8%, to $17.8 million for the nine
months ended March 26, 2000 from $18.3 million for the nine months ended March
28, 1999, as a result of the factors noted above. The operating margin decreased
to 5.4% from 5.5% in the prior year.
Interest expense increased $1.5 million, or 25.8%, to $7.3 million for the nine
months ended March 26, 2000 from $5.8 million for the nine months ended March
28, 1999 primarily from the increase in interest rates on outstanding
borrowings. Dividends on the convertible preferred securities were $3.8 million
for each of the nine months ended March 26, 2000 and March 28, 1999. The
dividends are currently being deferred and accrued as a result of the September
1999 amendment to the credit facility.
The provision for income taxes was $3.4 million for both the nine months ended
March 26, 2000 and March 28, 1999 reflecting an effective tax rate of
approximately 50.9% and 38.5% for each period, respectively. These rates differ
from statutory rates due to permanent differences primarily related to the
effects of non-deductible goodwill amortization on certain acquisitions and
other tax benefit optimization factors. The higher effective tax rate for the
nine months ended March 26, 2000 is a result of the impact of the non-deductible
permanent differences and the relatively low income before taxes in the first
half of the fiscal year.
<PAGE>
DT INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PAGE 17
- --------------------------------------------------------------------------------
Net income decreased $2.1 million to $3.3 million for the nine months ended
March 26, 2000 from $5.4 million for the nine months ended March 28, 1999. Basic
and diluted earnings per share were $0.32 for the nine months ended March 26,
2000 compared to basic and diluted earnings per share of $0.53 and $0.52 for the
nine months ended March 28, 1999, respectively. Basic weighted average shares
outstanding were 10.1 million versus 10.2 million for the nine months ended
March 26, 2000 and March 28, 1999, respectively. Diluted weighted average shares
outstanding were 10.2 million versus 10.3 million for the nine months ended
March 26, 2000 and March 28, 1999, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Net income plus non-cash operating charges provided $20.6 million of operating
cash flow for the nine months ended March 26, 2000. Net increases in working
capital balances used operating cash of $32.2 million, resulting in net cash
used by operating activities of $11.6 million for the nine months ended March
26, 2000. The working capital balances reflect increases in accounts receivable,
costs and earnings in excess of amounts billed and inventory due to increased
work currently in production to meet the increased revenues levels. The increase
in accounts receivable is unusually high due to a few large projects for which
special payment terms were extended. The increases in work in process were
primarily in the Automation segment related to the ongoing increase in business
related to the Company's electronics and tire markets. Inventories also
increased as a result of the purchase of finished goods in connection with an
agreement to assume the marketing and distribution of a standard product line
manufactured by the Company. The increase in accruals is primarily due to the
deferral of payment of dividends to the holders of the convertible preferred
securities.
During the nine months ended March 26, 2000, the Company borrowed $18.7 million
on its revolving credit facility. The funds were used for the acquisition of C.
E. King for $2.1 million, capital expenditures of $4.5 million, financing costs
of $1.1 million, with the remaining amount used for working capital
requirements.
During the nine months ended March 28, 1999, cash used to fund the net increases
in working capital balances of $21.5 million offset the cash provided by net
income plus non-cash operating charges of $19.3 million. The increase in working
capital primarily resulted from unfavorable changes in costs and earnings in
excess of amounts billed, inventories, trade payables and customer advances,
partially offset by the decrease in trade receivables. Within the Automation
Group, increases in accumulated costs on projects resulted from project delays
and cost overruns. Within the Packaging Group, inventories of plastics
processing and packaging machinery increased from the Company stocking some
standard machines to facilitate quicker delivery. Trade receivables were lower
across business groups reflecting lower sales during the period as compared to
the end of fiscal 1998 and increased collection efforts.
During the nine months ended March 28, 1999, the Company borrowed $34.2 million
on its revolving credit facility and raised another $5.3 million primarily
through the issuance of industrial revenue bonds. The funds were used to finance
the purchase of S&K for $10.4 million, repurchase $10.0 million of the Company's
stock, fund capital expenditures of $11.2 million and pay dividends of $0.6
million.
Working capital balances can fluctuate significantly between periods as a result
of the significant costs incurred on individual contracts and the relatively
large amounts invoiced and collected by the Company for a number of large
contracts, and the amounts and timing of customer advances or progress payments
associated with certain contracts.
<PAGE>
DT INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PAGE 18
- --------------------------------------------------------------------------------
In September 1999, the Company completed an amendment to its $175 million credit
facility. The total credit facility, as amended, was reduced to $135 million,
including a $125 million revolving credit facility and a $10 million term credit
facility. In accordance with the amended credit agreement, the revolving credit
facility increased to $130 million based on the Company meeting certain
operating cash flow targets during the six months ended December 26, 1999.
Borrowings under the amended credit facility bear interest at floating rates
based on the prime rate plus 1 7/8% or LIBOR plus 3% (at the option of DTI). The
credit facility, as amended, matures on April 2, 2001. Borrowings under the
amended credit facility are secured by substantially all of the assets of DTI
and its domestic subsidiaries. The amendment to the credit facility established
a revised set of financial and other covenants and restrictions, including
prohibition of acquisitions and payment of dividends without the consent of the
lenders. The Company was in compliance with the amended credit facility's
financial and other covenants at March 26, 2000. Total borrowing availability
under the amended credit facility as of March 26, 2000 was $22.3 million.
Pursuant to the amended credit facility, the Company elected to defer interest
payments on the Convertible Junior Subordinated Debentures. The amended credit
facility requires that the deferral continue until the maturity of the credit
facility. As a result, quarterly distributions on the Convertible Preferred
Securities will also be deferred and DTI will not declare or pay any dividends
on its common stock. Dividends on the Convertible Preferred Securities in the
amount of $3.8 million have been deferred and accrued as of March 26, 2000.
Management anticipates that capital expenditures in the current fiscal year will
be approximately $7.0 million. This includes recurring replacement or
refurbishment of machinery and equipment, and purchases to improve production
methods or processes or to expand manufacturing capabilities. Funding for
capital expenditures is expected to be provided by cash from operating
activities and through the Company's credit facilities.
In July 1999, the Company completed the acquisition of certain net assets of C.
E. King, Ltd., a manufacturer of tablet counting, liquid filling and capping
equipment located in Chertsey, England. The purchase price of $2.1 million was
primarily financed by borrowings under the Company's revolving credit facility.
The purchase price has been allocated to the acquired assets and assumed
liabilities based on their estimated fair value at the date of acquisition. The
excess of purchase price over the estimated fair value of net assets acquired
has been recorded as goodwill. The accompanying consolidated financial
statements include the results of C. E. King from the date of acquisition.
Based on its ability to generate funds from operations and the availability of
funds under its current credit facilities, the Company believes that it will
have sufficient funds available to meet its currently anticipated operating and
capital expenditure requirements.
<PAGE>
DT INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PAGE 19
- --------------------------------------------------------------------------------
BACKLOG
The Company's backlog is based upon customer purchase orders that the Company
believes are firm. As of March 26, 2000, the Company had $257.5 million of
orders in backlog, which compares to a backlog of approximately $203.8 million
as of March 28, 1999.
The backlog for the Automation segment at March 26, 2000 was $214.7 million,
which increased $54.6 million or 34% from a year ago. The increase is a result
of significant bookings primarily from the electronics and tire industries. This
increase was partially offset by a lower backlog with automotive customers,
reflecting a continuation of capital spending reduction and deferral in the
Company's automotive markets, particularly fuel systems through March 2000.
Backlog for the Packaging segment was $35.9 million, a decrease of $4.0 million,
or 10.0%, over the comparable period in fiscal 1999. The decrease was partially
due to the lower demand for tablet presses in the nutritional market. The
decrease was partially offset by the incremental backlog of C.E.King, acquired
in July 1999.
The level of backlog at any particular time is not necessarily indicative of the
future operating performance of the Company. Additionally, certain purchase
orders are subject to cancellation by the customer upon notification. Certain
orders are also subject to delays in completion and shipment at the request of
the customer. The Company expects that less than one-half of the orders in the
backlog will be recognized as sales during the current fiscal year.
SEASONALITY AND FLUCTUATIONS IN QUARTERLY RESULTS
In general, the Company's business is not subject to seasonal variations in
demand for its products. However, because orders for certain of the Company's
products can be several million dollars, a relatively limited number of orders
can constitute a meaningful percentage of the Company's revenue in any one
quarterly period. As a result, a relatively small reduction or delay in the
number of orders can have a material impact on the timing of recognition of the
Company's revenues. Certain of the Company's revenues are derived from fixed
price contracts. To the extent that original cost estimates prove to be
inaccurate, profitability from a particular contract may be adversely affected.
Gross margins may vary between comparable periods as a result of the variations
in profitability of contracts for large orders of special machines as well as
product mix between the various types of custom and proprietary equipment
manufactured by the Company. Accordingly, results of operations of the Company
for any particular quarter are not necessarily indicative of results that may be
expected for any subsequent quarter or related fiscal year.
RECENT ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for
Derivative Instruments and Hedging Activities", establishes accounting and
reporting standards for derivative instruments and for hedging activities and
requires recognition of all derivatives on the balance sheet at fair value. SFAS
133 is effective for all fiscal quarters beginning after June 15, 2000. The
Company is continuing to evaluate the provisions of SFAS 133 to determine its
impact on financial position and results of operations. The Company holds no
material derivative financial instruments at March 26, 2000.
<PAGE>
DT INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PAGE 20
- --------------------------------------------------------------------------------
MARKET RISK
In the ordinary course of business, the Company is exposed to foreign currency
and interest rate risks. These exposures primarily relate to having investments
in assets denominated in foreign currencies and to changes in interest rates.
Fluctuations in currency exchange rates can impact operating results, including
net sales and operating expenses. The Company hedges certain of its foreign
currency exposure by borrowing in the local functional currency in countries
where the Company has significant assets denominated in foreign currencies. Such
borrowings include Pounds Sterling, Canadian dollars and Deutsche Marks in the
United Kingdom, Canada and Germany, respectively. The Company may utilize
derivative financial instruments, including forward exchange contracts and swap
agreements to manage certain of its foreign currency and interest rate risks
that it considers practical to do so. The Company holds no material derivative
financial instruments at March 26, 2000. The Company does not enter into
derivative financial instruments for trading purposes. Market risks that the
Company currently has elected not to hedge primarily relate to its floating-rate
debt.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Management's Discussion and Analysis of Financial Condition and
Results of Operations - Market Risk.
<PAGE>
DT INDUSTRIES, INC.
PART II. OTHER INFORMATION
PAGE 21
- --------------------------------------------------------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 11 - Statement Regarding Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None.
<PAGE>
DT INDUSTRIES, INC.
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 thereunto duly authorized.
DT INDUSTRIES, INC.
Date: May 9, 2000 /s/ Bruce P. Erdel
------------------------
(Signature)
Bruce P. Erdel
Senior Vice President - Finance
and Administration
(Principal Financial and Accounting
Officer)
<PAGE>
EXHIBIT INDEX
Exhibit 11 Statement Regarding Computation of Earnings Per Share
Exhibit 27 Financial Data Schedule
<TABLE>
<CAPTION>
Exhibit 11
DT INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per-share amounts)
Three Months Ended Nine Months Ended
March 26, 2000 March 28, 1999 March 26, 2000 March 28, 1999
---------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Net income $2,733 $492 $3,268 $5,369
================ =============== =============== ================
Basic:
Basic weighted average shares
outstanding 10,107 10,107 10,107 10,163
Basic net income per share $0.27 $0.05 $0.32 $0.53
================ =============== =============== ================
Diluted:
Weighted average shares
outstanding 10,107 10,107 10,107 10,163
Add dilutive effect of stock
options based on treasury
stock method using average
market price 109 4 62 92
---------------- --------------- --------------- ----------------
10,216 10,111 10,169 10,255
================ =============== =============== ================
Diluted net income per share $0.27 $0.05 $0.32 $0.52
================ =============== =============== ================
<FN>
NOTE: For the three and nine months ended March 26, 2000 and March 28,
1999, respectively, the convertible preferred securities were
antidilutive and have been excluded from the computation of diluted
earnings per share.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information (in thousands except per
share data) extracted from the unaudited Consolidated Balance Sheet at March 26,
2000 and the unaudited Consolidated Statement of Operations for the Nine Months
Ended March 26, 2000 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000918999
<NAME> DT Industries, Inc.
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-25-2000
<PERIOD-START> JUN-28-1999
<PERIOD-END> MAR-26-2000
<EXCHANGE-RATE> 1
<CASH> 7,181
<SECURITIES> 0
<RECEIVABLES> 72,615
<ALLOWANCES> 2,910
<INVENTORY> 65,330
<CURRENT-ASSETS> 221,045
<PP&E> 114,882
<DEPRECIATION> 41,179
<TOTAL-ASSETS> 476,162
<CURRENT-LIABILITIES> 89,367
<BONDS> 121,089
0
0
<COMMON> 113
<OTHER-SE> 181,739
<TOTAL-LIABILITY-AND-EQUITY> 476,162
<SALES> 330,846
<TOTAL-REVENUES> 300,846
<CGS> 254,184
<TOTAL-COSTS> 254,184
<OTHER-EXPENSES> 58,741
<LOSS-PROVISION> 165
<INTEREST-EXPENSE> 11,100
<INCOME-PRETAX> 6,656
<INCOME-TAX> 3,388
<INCOME-CONTINUING> 3,268
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,268
<EPS-BASIC> 0.32
<EPS-DILUTED> 0.32
</TABLE>
