FORM 10-Q/A
Amendment No. 2
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 December 28, 2003
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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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
907 West Fifth Street, Dayton, Ohio 45407
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(Address of principal executive offices) (Zip Code)
(937) 586-5600
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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
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Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act.)
Yes No X
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The number of shares of Common Stock, $0.01 par value, of the registrant
outstanding as of February 9, 2004 was 23,601,732.
This Form 10-Q/A (Amendment No. 2) is being filed solely to amend and restate
"Item 1. Financial Statements" and to file new certifications pursuant to
"Item 6. Exhibits and Reports on Form 8-K."
EXPLANATORY NOTE
The Company is filing this Quarterly Report on Form 10-Q/A (Amendment No. 2) for
the fiscal quarter ended December 28, 2003 to correct certain information in
the Consolidated Financial Statements contained in Item 1 of Part I of the Form
10-Q/A filed with the Securities and Exchange Commission on March 11, 2004
("Amendment No. 1"). The following balance sheet line items were erroneously
transposed (and therefore appeared under the wrong column) in Amendment No. 1
as a result of a financial printer error and should read as follows:
December 28, 2003 June 29, 2003
----------------- -------------
(restated)
ASSETS
Other assets, net $ 3,881 $ 5,265
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of other long-term debt $ 45 $ 74
Long-term debt $ 31 $ 51
Stockholders' equity:
Unearned portion of restricted stock $ (114) $ (178)
Except for the corrected entries in the balance sheet in Item 1 of Part I of
this Form 10-Q/A and the filing of updated certifications pursuant to Item 6 of
Part II of this Form 10-Q/A, no other information included in Amendment No. 1
is amended by this Form 10-Q/A. The Company has not updated disclosures in
this Form 10-Q/A to reflect any event subsequent to the Company's filing of
Amendment No. 1.
DT INDUSTRIES, INC.
INDEX
PAGE 1
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Page
Number
Part I Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at December 28, 2003
(Restated) and June 29, 2003 2
Consolidated Statement of Operations for the Three and
Six months ended December 28, 2003 (Restated)
and December 29, 2002 3
Consolidated Statement of Changes in Stockholders'
Equity for the Six months ended December 28,
2003 (Restated) 4
Consolidated Statement of Cash Flows for the Six
months ended December 28, 2003 (Restated) and
December 29, 2002 5
Notes to Consolidated Financial Statements 6-18
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K 19
Signature
DT INDUSTRIES, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
PAGE 2
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December 28, June 29,
2003 2003
------------- -------------
(Restated)
ASSETS
Current assets:
Cash and cash equivalents $ 1,798 $ 4,912
Accounts receivable, net 26,656 20,531
Costs and estimated earnings in excess of amounts billed on uncompleted
Contracts 28,865 29,187
Inventories, net 10,160 10,375
Prepaid expenses and other 3,533 4,955
Assets of discontinued operations (Note 5) 25,065 43,650
------------- -------------
Total current assets 96,077 113,610
Property, plant and equipment, net 26,434 27,197
Goodwill 63,656 63,817
Other assets, net 3,881 5,265
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$ 190,048 $ 209,889
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Senior secured term and revolving credit facility (Note 6) $ 47,422 $ 39,492
Current portion of other long-term debt 45 74
Accounts payable 14,578 12,457
Customer advances 5,908 7,494
Billings in excess of costs and estimated earnings on uncompleted
contracts 10,267 5,003
Accrued liabilities 23,266 22,740
Liabilities related to discontinued operations (Note 6) 13,606 17,058
------------- -------------
Total current liabilities 115,092 104,318
Long-term debt 31 51
Other long-term liabilities 25,841 24,134
------------- -------------
Total long-term obligations 25,872 24,185
Commitments and contingencies (Note 12)
Company-obligated, mandatorily redeemable convertible
preferred securities of subsidiary DT Capital Trust holding
solely convertible junior subordinated debentures of the Company 37,807 37,005
Stockholders' equity:
Preferred stock, $0.01 par value; 1,500,000 shares authorized; no
shares issued and outstanding -- --
Common stock, $0.01 par value; 100,000,000 shares authorized;
23,601,732 and 23,647,932 shares issued and outstanding at
December 28, 2003 and June 29, 2003, respectively 246 246
Additional paid-in capital 188,060 188,060
Accumulated deficit (133,500) (103,394)
Accumulated other comprehensive (loss) (20,845) (17,836)
Unearned portion of restricted stock (114) (178)
Less - Treasury stock 1,029,688 and 983,488 shares at December
28, 2003 and June 29, 2003, respectively), at cost (22,570) (22,517)
------------- -------------
Total stockholders' equity 11,277 44,381
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$ 190,048 $ 209,889
============= =============
See accompanying Notes to Consolidated Financial Statements.
DT INDUSTRIES, INC.
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 Six months ended
------------------------------- ------------------------------
December 28, December 29, December 28, December 29,
2003 2002 2003 2002
------------- ------------- ------------- -------------
(Restated) (Restated)
Net sales $ 40,218 $ 46,696 $ 75,409 $ 102,415
Cost of sales 36,324 40,947 67,586 86,109
------------- ------------- ------------- -------------
Gross profit 3,894 5,749 7,823 16,306
Selling, general and
administrative expenses 8,733 8,928 17,269 18,775
Asset Impairment 423
Restructuring charges (Note 13) 610 1,700 1,630 1,700
------------- ------------- ------------- -------------
Operating (loss) (5,449) (4,879) (11,499) (4,169)
Interest expense, net 1,548 1,204 2,879 2,302
Accrued dividends on Company-
obligated, mandatorily redeemable
convertible preferred securities of
subsidiary DT Capital Trust holding
solely convertible junior subordinated
debentures of the Company 401 401 802 802
------------- ------------- ------------- -------------
Loss from continuing operations
before benefit for income taxes (7,398) (6,484) (15,180) (7,273)
Benefit for income taxes -- -- -- --
------------- ------------- ------------- -------------
Loss from continuing operations (7,398) (6,484) (15,180) (7,273)
Discontinued operations (Note 5):
Loss from discontinued operations,
before benefit for income taxes:
Converting Technologies (3,504) (1,010) (2,832) (1,251)
Packaging Systems (11,432) (598) (12,094) (730)
Benefit for income taxes -- -- -- --
------------- ------------- ------------- -------------
Loss on discontinued operations (14,936) (1,608) (14,926) (1,981)
------------- ------------- ------------- -------------
Net loss $ (22,334) $ (8,092) $ (30,106) $ (9,254)
============= ============= ============= =============
Net loss per common share:
Basic
From continuing operations $ (0.31) $ (0.27) $ (0.64) $ (0.31)
From discontinued operations (0.63) (0.07) (0.63) (0.08)
------------- ------------- ------------- -------------
Net loss $ (0.94) $ (0.34) $ (1.27) $ (0.39)
============= ============= ============= =============
Diluted
From continuing operations $ (0.31) $ (0.27) $ (0.64) $ (0.31)
From discontinued operations (0.63) (0.07) (0.63) (0.08)
------------- ------------- ------------- -------------
Net loss $ (0.94) $ (0.34) $ (1.27) $ (0.39)
============= ============= ============= =============
Weighted average common shares outstanding:
Basic 23,626,239 23,647,932 23,639,659 23,647,932
Diluted 23,626,239 23,647,932 23,639,659 23,647,932
See accompanying Notes to Consolidated Financial Statements.
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS)
(UNAUDITED)
PAGE 4
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Accumulated
Additional other
Common paid-in Accumulated comprehensive Treasury
stock capital deficit loss stock
------------- ------------- ------------- ------------- -------------
(Restated)
Balance, June 29, 2003 $ 246 $ 188,060 $ (103,394) $ (17,836) $ (22,517)
Comprehensive loss:
Net loss (30,106)
Deferred Hedging Gain (Loss) (375)
Foreign currency translation (2,634)
Total comprehensive loss
Amortization of earned portion
of restricted stock
Repurchase of restricted shares (53)
------------- ------------- ------------- ------------- -------------
Balance, December 28, 2003 $ 246 $ 188,060 $ (133,500) $ (20,845) $ (22,570)
============= ============= ============= ============= =============
Unearned
portion of
restricted
stock Total
------------- -------------
(Restated)
Balance, June 29, 2003 $ (178) $ 44,381
Comprehensive loss:
Net loss (30,106)
Deferred Hedging Gain (Loss) (375)
Foreign currency translation (2,634)
-------------
Total comprehensive loss (33,115)
Amortization of earned portion
of restricted stock 64 64
Repurchase of restricted shares (53)
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Balance, December 28, 2003 $ (114) $ 11,277
============= =============
See accompanying Notes to Consolidated Financial Statements.
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
PAGE 5
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Six Months Ended
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December 28, December 29,
2003 2002
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(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (30,106) $ (9,254)
Loss from discontinued operations 14,926 1,981
------------- -------------
Loss from continuing operations
(15,180) (7,273)
Adjustments to reconcile loss from continuing operations to net cash provided
(used) by operating activities:
Depreciation 1,399 1,778
Amortization 1,138 1,180
Asset Impairment 423
Deferral of dividends on convertible trust preferred securities 802 802
Deferred taxes (5) (577)
(Increase) decrease in current assets, excluding
the effect of discontinued operations:
Accounts receivable (5,435) 9,748
Costs and earnings in excess of amounts billed on uncompleted contracts 441 (136)
Inventories 514 (3,117)
Prepaid expenses and other 2,020 (844)
Increase (decrease) in current liabilities, excluding the
effect of discontinued operations:
Accounts payable 2,216 (4,625)
Customer advances (1,754) 2,688
Billings in excess of costs and estimated earnings on uncompleted contracts 5,088 (461)
Accrued liabilities and other 363 (4,255)
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Net cash provided (used) by operating activities of continuing operations (7,970) (5,092)
Net cash provided (used) by operating activities of discontinued operations (405) (1,625)
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Net cash provided (used) by operating activities (8,375) (6,717)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of assets 4 679
Capital expenditures (181) (2,224)
------------- -------------
Net cash provided (used) by investing activities (177) (1,545)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (paydowns) on senior credit facility 5,393 991
Payments on other indebtedness (49) (5,109)
Financing costs paid (175) (306)
Repurchase of Restricted Shares (53) --
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Net cash provided (used) by financing activities 5,116 (4,424)
Effect of exchange rate changes 322 840
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Net increase (decrease) in cash (3,114) (11,846)
Cash and cash equivalents at beginning of period 4,912 18,847
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Cash and cash equivalents at end of period $ 1,798 $ 7,001
============= =============
See accompanying Notes to Consolidated Financial Statements.
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 6
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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 accounting principles generally
accepted in the United States 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 29, 2003.
2. RESTATEMENT
The Company is filing this Quarterly Report on Form 10-Q/A (Amendment
No. 1) for the fiscal quarter ended December 28, 2003 to reflect an
increase in the goodwill impairment charge recorded at its Packaging
Systems segment. In the Company's Quarterly Report on Form 10-Q
originally filed with the SEC on February 11, 2004, the Company did not
separately test goodwill for impairment for the Packaging Systems
segment that it classified as held for sale. Subsequent to the date the
initial Form 10-Q was filed, the Company determined that Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" required this test. As a result of this process, the Company
determined it was required to write-off the remainder of its Packaging
Systems segment goodwill of $5.7 million, as reflected by:
o the non-cash charge for goodwill impairment recorded in the
period ended December 28, 2003 increased by $5.7 million to
$11.6 million and is included in the "Loss from discontinued
operations before benefit for income taxes - Packaging
Systems" on the Company's Consolidated Statement of
Operations;
o total assets related to discontinued operations has decreased
from $30.7 million to $25.1 million as of December 28, 2003;
and
o the loss from discontinued operations before benefit for
income taxes has increased from $9.255 million to $14.936
million and from $9.245 million to $14.926 million for the
three and six months ended December 28, 2003, respectively.
The above noted changes had no impact on previously reported results
from the Company's continuing operations.
On March 8, 2004, the Company completed the sale of its Packaging
Systems segment. The net proceeds (after expenses) of $10,460 received
by the Company were used to repay its senior bank indebtedness. The
Company anticipates it will record a gain on disposal of discontinued
operations (no taxes are required to be recorded) of $5,500 in the
period ending March 28, 2004 as a result of this transaction.
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 7
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3. LIQUIDITY AND CAPITAL RESOURCES
The Company has experienced operating losses in the past several years,
has an accumulated deficit of $133,500 and its operating performance
continues to be adversely impacted by depressed levels of capital
spending in the markets it serves. In addition, the Company is
currently in default on its senior credit facility due to its failure
to make principal payments of approximately $2.7 million due on
December 31, 2003 and violation of a minimum net worth covenant. The
Company has requested a forebearance agreement from its bank group, but
the bank group had neither waived the defaults nor issued forebearance
from accelerating payment. The Company's current senior credit facility
matures on July 2, 2004 and, to date, the bank group has not indicated
its willingness to extend the facility beyond that date. These
circumstances raise substantial doubt about the Company's ability to
continue as a going concern. The Company's lines of credit are
currently overdrawn, it is not able to access any availability under
the senior credit facility and it is operating through the management
of its cash, including efforts to collect customer payments and
delaying payment to vendors, where feasible, to meet its liquidity
needs. The Company's ability to meet its short-term liquidity needs and
debt obligations would be materially adversely affected if the Company
obtains a significant amount of new orders which are not accompanied by
advance payments from the customers.
The Company will be required to replace its existing credit facility on
July 2, 2004 unless its current bank group elects to extend the
facility beyond the maturity date. The Company has had continuing
discussions with other potential lenders who could replace the current
bank group. In addition, in order to generate cash to reduce its level
of indebtedness, the Company has sold the assets of its Converting
Technologies operations (see Note 5) and has signed a letter of intent
to sell the assets of its Packaging Systems segment. While the Company
believes it will be able to identify a new lending source to replace
the current bank group, it may not be able to find new financing on
terms acceptable to the Company or at a level which would provide
acceptable repayment terms to the current bank group, in either case on
a timely basis. If the current bank group is not willing to extend the
credit facility, new financing at acceptable terms is not available or
the Company is not able to generate sufficient cash by selling assets,
the Company will not be able to make the lump sum payment that is due
on July 2, 2004. If sufficient funds to satisfy obligations under the
senior credit facility are not available, the Company will not be able
to continue its operations as currently anticipated and may need to
initiate bankruptcy proceedings in order to continue its operations
with minimal disruption and preserve the value of its assets.
The Company's senior credit facility (see Note 6) matures on July 2,
2004 and borrowings thereunder of $47,422 are presented as current debt
in the accompanying December 28, 2003 consolidated balance sheet.
The Company is required to begin paying quarterly distributions of $626
under its 7.16% convertible preferred securities ("TIDES") on September
30, 2004. The Company may elect to defer future quarterly distribution
through the maturity date of the TIDES, May 31, 2008, provided it makes
the initial distribution on September 30, 2004.
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 8
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4. ACCOUNTING POLICIES
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 accounting principles generally accepted in
the United States.
STOCK COMPENSATION PLANS
The Company accounts for employee stock options in accordance with
Accounting Principles Board No. 25, "Accounting for Stock Issued to
Employees" (APB 25). Under APB 25, the Company applies the intrinsic
value method of accounting. For employee stock options accounted for
using the intrinsic value method, no compensation expense is recognized
because the options are granted with an exercise price equal to the
market value of the stock on the date of grant. Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
(SFAS 123) prescribes the recognition of compensation expense based on
the fair value of options or stock awards determined on the date of
grant. However, SFAS 123 allows companies to continue to apply the
valuation methods set forth in APB 25. For companies that continue to
apply the valuation methods set forth in APB 25, SFAS 123 mandates
certain pro forma disclosures, as amended by Statement of Financial
Accounting Standards No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure", as if the fair value method had been
utilized.
Had compensation costs for the Company's stock incentive plans been
determined based on the fair value of the options on the grant dates
consistent with the methodology prescribed by SFAS 123, the Company's
net loss and net loss per basic and diluted share would have been
increased to the pro forma amounts indicated below. Because future
stock based compensation may be awarded, the pro forma impacts shown
below are not necessarily indicative of the impact in future years.
For the Three Months Ended For the Six Months Ended
-------------------------------- --------------------------------
December December December December
28, 2003 29, 2002 28, 2003 29, 2002
------------- ------------- ------------- -------------
(Restated) (Restated)
Net loss - as reported $ (22,334) $ (8,092) $ (30,106) $ (9,254)
Add: Total stock-based compensation
expense included in net loss - as reported 32 81 64 162
Deduct: Total stock-based compensation
expense determined under fair value
method for all awards (76) (164) (152) (328)
------------- ------------- ------------- -------------
Net loss - pro forma $ (22,378) $ (8,175) $ (30,194) $ (9,420)
============= ============= ============= =============
Loss per basic and diluted share - as reported $ (0.94) $ (0.34) $ (1.27) $ (0.39)
Loss per basic and diluted share - pro forma $ (0.95) $ (0.35) $ (1.28) $ (0.40)
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 9
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GOODWILL
The changes in the carrying amount of goodwill for the six months ended
December 28, 2003 were as follows:
Material Assembly &
Processing Test
segment segment Total
------------- ------------- -------------
Balance as of June 29, 2003 $ 30,946 $ 32,871 $ 63,817
Goodwill impairment charge -- (423) (423)
Foreign currency translation -- (32) (32)
------------- ------------- -------------
Balance as of September 28, 2003 30,946 32,416 63,362
Foreign currency translation -- 294 294
------------- ------------- -------------
Balance as of December 28, 2003 $ 30,946 $ 32,710 $ 63,656
============= ============= =============
5. DISCONTINUED OPERATIONS
On December 16, 2003, the Company entered into an agreement for the
sale of substantially all of the assets of its Converting Technologies
division (included in the Material Processing segment). The Company
also had entered into a non-binding letter of intent to dispose of
substantially all of the assets of its Packaging Systems business
segment. The Company has presented the assets sold or to be sold, the
liabilities assumed or to be assumed by the buyers and the operating
results of these businesses as discontinued operations in these
financial statements.
The sale of the Converting Technologies assets was completed on January
16, 2004. The Company received net proceeds of $6,000 from the sale,
which were used to reduce the Company's indebtedness to its senior
lenders. Under the Converting Technologies asset purchase agreement,
the Company is responsible for any product liability claims made on
equipment sold prior to the asset sale date. The estimated liability
for such claims is recorded in the Company's balance sheet accruals at
December 28, 2003. The Company expected to sell the assets of the
Packaging Systems segment prior to the end of March 2004. See Note 2
for an update regarding completion of this sale.
The assets and liabilities of these business units have been separately
identified in the Company's balance sheets as of December 28, 2003 and
June 29, 2003. The major classes of assets and liabilities of the
discontinued entities are as follows:
December 28, June 29,
2003 2003
------------- -------------
Assets: (Restated)
Accounts receivable (net) $ 6,983 $ 8,468
Inventory (net) 14,388 18,585
Property, Plant and Equipment (net) 2,548 2,845
Goodwill -- 11,500
Other 1,146 2,252
------------- -------------
Assets of Discontinued Operations $ 25,065 $ 43,650
============= =============
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 10
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December 28, June 29,
2003 2003
--------------- ---------------
Liabilities:
Accounts Payable $ 3,585 $ 3,743
Customer Advances 5,043 8,244
Accrued Liabilities 3,211 3,397
Long-Term Debt - Leases 1,519 1,440
Other Liabilities 248 234
--------------- ---------------
Liabilities of Discontinued Operations $ 13,606 $ 17,058
=============== ===============
Summary operating results of the discontinued operations are as
follows:
Three Months Ended Six Months Ended
------------------------------------ ------------------------------------
December 28, December 29, December 28, December 29,
2003 2002 2003 2002
--------------- --------------- --------------- ---------------
(Restated) (Restated)
Net Sales $ 12,471 $ 15,572 $ 24,094 $ 29,295
Gross Profit 3,424 3,428 6,456 6,745
Selling, General &
Administrative Expense 2,129 4,696 4,811 8,046
Interest Expense 350 340 690 680
(Charge) to record Assets at
Fair Market Value (15,881) (15,881)
(Loss) before Benefit for
Income Taxes (14,936) (1,608) (14,926) (1,981)
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 11
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During December 2003, the Company recorded a charge of $15,881, for
goodwill impairment and lower of cost or market adjustments related to
inventory and other assets, to adjust the carrying basis of the assets
of the Converting Technologies division and Packaging Systems segment
to their estimated fair market value, based on indicative offers
received from purchasers or potential purchasers of those assets.
Included in the charge of $15,881 was $3,100 related to the write-down
of inventories at Converting Technologies and $11,600 related to the
impairment of goodwill and $1,200 related to establishing additional
inventory reserves and write-down of other assets at Packaging Systems.
As discussed under Note 2, the goodwill impairment charge at Packaging
Systems was determined under SFAS No. 142 by comparing the implied fair
value of goodwill to the carrying amount of goodwill at the measurement
date. In January 2004, the assets of Converting Technologies were sold,
with the proceeds from the sale approximating the adjusted carrying
basis of the assets.
The interest expense included above is interest on debt that has been
or is expected to be repaid as a result of the disposal transactions,
calculated at the average rate of interest the Company paid on its
revolving bank loans during the applicable periods.
6. FINANCING
As of December 28, 2003 and June 29, 2003, current and long-term debt
consisted of the following:
DECEMBER 28, JUNE 29,
2003 2003
--------------- ---------------
Term and revolving loans under senior secured credit facility:
Term loan $ 5,464 $ 5,996
Revolving loans 41,958 33,496
Other debt 76 125
--------------- ---------------
47,498 39,617
Less - current portion of senior secured credit facility 47,422 39,492
Less - current portions of other debt 45 74
--------------- ---------------
Long-term debt $ 31 $ 51
=============== ===============
The Company is currently in default on its senior credit facility due
to its failure to make principal payments of approximately $2.7 million
due on December 31, 2003 and violation of a minimum net worth covenant.
The Company has requested a forebearance agreement from its bank group,
but the bank group had neither waived the defaults nor issued
forebearance from accelerating payment. The amended senior credit
facility consists of a $5,464 term loan and a $42,783 revolving loan
($783 represents a restricted line of credit requiring lender consent
to utilize) of which $2,066 is reserved for outstanding letters of
credit. After renewal of a British Pound Sterling bank borrowing on
December 30, 2003, the total of the amount borrowed under the line of
credit ($41,910) plus letters of credit outstanding ($2,066) exceeded
the revolving credit line at that date. As a result, the Company does
not presently have any availability under the senior credit facility
while in default of its credit agreement. In January 2004, the Company
repaid $5.7 million of the amount outstanding under the loan using
proceeds from the sale of Converting Technologies. However, the Company
remains in default of the credit agreement despite this payment.
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 12
--------------------------------------------------------------------------------
Significant terms of the senior credit agreement as amended through the
date hereof are:
o $1,500 quarterly scheduled commitment reductions prorated
between the term and revolving loan commitments through June
2004;
o Interest rates for amounts borrowed under the credit facility
are based on Prime Rate plus 4.0% or Eurodollar Rate plus
4.5%. The interest rates increased 1/2 percentage point on
January 31, 2004 as the Company did not reduce the outstanding
revolving loans to $18,000 or less, as required under the
latest amendment to the credit facility. At December 28, 2003,
interest rates on outstanding indebtedness were 8.0% on
domestic borrowings and 8.34% on Pound Sterling borrowings.
o Commitment fees of 0.50% per annum payable quarterly on any
unused portion of the revolving credit facility, an annual
agency fee of $150 and a 1% annual facility fee. An additional
fee of $765,000 is due if the credit facility is not repaid in
full on or before July 2, 2004.
o Borrowings under the credit facility are collateralized by
substantially all of the assets of DTI and its domestic
subsidiaries.
The Company has a $4,094 credit facility available from a foreign
financial institution, secured by certain of its foreign assets. The
facility may be used only to issue bank guarantees, with $3,617 of such
guarantees outstanding at December 28, 2003.
7. COMPANY-OBLIGATED, MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED
SECURITIES OF SUBSIDIARY DT CAPITAL TRUST HOLDING SOLELY CONVERTIBLE
JUNIOR SUBORDINATED DEBENTURES OF THE COMPANY (CONVERTIBLE PREFERRED
SECURITIES OR TIDES)
The conversion price of the $35,000 outstanding TIDES (and the Junior
Debentures of the Company held by the DT Capital Trust) is $14.00 per
share, distributions on the TIDES payable are not required to be paid
from April 1, 2002 until July 2, 2004, and the maturity date of the
TIDES is May 31, 2008. Distributions are payable on the TIDES at 7.16%
beginning September 2004 through their maturity date of May 31, 2008.
However, annual dividend expense of $1,604 on the TIDES is being
recorded, reflecting an approximate effective yield of 4.6% over the
life of the TIDES. Distributions accrued during the period through July
2, 2004 are added to the amount outstanding ($37,807 at December 28,
2003).
8. BUSINESS SEGMENTS
In July 2003, the Company announced the closure of its Precision
Assembly segment manufacturing facility in Buffalo Grove, Illinois and
the transfer of its manufacturing operation to the Material Processing
segment's Lebanon, Missouri facilities. An engineering, sales and
service office remains in Illinois to serve Precision Assembly's
customers. Accordingly, the Precision Assembly segment has been
consolidated into the Material Processing segment for financial
reporting purposes and the financial information presented for fiscal
2003 has been reclassified to reflect that the Company currently has
two continuing business segments.
During the quarter ended December 28, 2003, the Company identified its
Packaging Systems segment as discontinued operations and accordingly
eliminated this segment from the following disclosure. In addition,
data of the Converting Technologies business, also identified as a
discontinued operation, has been eliminated from the Material
Processing segment.
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 13
--------------------------------------------------------------------------------
Net sales for the Company's reportable segments for its continuing
operations consisted of the following:
Three months ended Six months ended
------------------------------- -------------------------------
December 28, December 29, December 28, December 29,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Material Processing $ 10,873 $ 26,663 $ 25,272 $ 60,731
Assembly & Test 29,345 20,033 50,137 41,684
------------- ------------- ------------- -------------
Consolidated total $ 40,218 $ 46,696 $ 75,409 $ 102,415
============= ============= ============= =============
The reconciliation of segment operating income (loss) to consolidated
loss from continuing operations before income taxes consisted of the
following:
Three months ended Six months ended
-------------------------------- --------------------------------
December 28, December 29, December 28, December 29,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Material Processing $ (3,084) $ (1,002) $ (6,503) $ 2,482
Assembly & Test 918 (2,072) 589 (2,741)
------------- ------------- ------------- -------------
Operating income (loss)
for continuing operations
reportable segments (2,166) (3,074) (5,914) (259)
Corporate/Other (3,283) (1,805) (5,585) (3,910)
Interest expense, net (1,548) (1,204) (2,879) (2,302)
Dividends on Company- obligated,
mandatorily redeemable
convertible preferred
securities of subsidiary
DT Capital Trust holding
solely convertible junior
subordinated debentures of the Company (401) (401) (802) (802)
------------- ------------- ------------- -------------
Loss from continuing
operations before benefit
for income taxes $ (7,398) $ (6,484) $ (15,180) $ (7,273)
============= ============= ============= =============
Total assets for the Company's reportable segments and corporate entity
and assets of the discontinued operations are as follows:
December 28, June 29,
2003 2003
--------------- ---------------
(Restated)
Material Processing $ 63,875 $ 71,881
Assembly & Test 90,136 83,324
Corporate 10,972 11,034
Assets of Discontinued Operations 25,065 43,650
--------------- ---------------
Consolidated total $ 190,048 $ 209,889
=============== ===============
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 14
--------------------------------------------------------------------------------
9. SUPPLEMENTAL BALANCE SHEET INFORMATION
DECEMBER 28, JUNE 29,
2003 2003
------------- -------------
Accounts receivable
Trade receivables $ 27,262 $ 21,166
Less - allowance for doubtful accounts (606) (635)
------------- -------------
$ 26,656 $ 20,531
============= =============
Costs and estimated earnings in excess of amounts billed on
uncompleted contracts
Costs incurred on uncompleted contracts $ 140,843 $ 101,601
Estimated earnings 10,802 12,035
------------- -------------
151,645 113,636
Less - Billings to date (133,047) (89,452)
------------- -------------
$ 18,598 $ 24,184
============= =============
Included in the accompanying balance sheets:
Costs and estimated earnings in excess of amounts billed $ 28,865 $ 29,187
Billings in excess of costs and estimated earnings (10,267) (5,003)
------------- -------------
$ 18,598 $ 24,184
============= =============
Inventories, net
Raw materials $ 4,841 $ 1,741
Work in process 8,327 11,390
Less - inventory reserves (3,008) (2,756)
------------- -------------
$ 10,160 $ 10,375
============= =============
Accrued liabilities
Accrued employee compensation and benefits $ 5,623 $ 6,091
Accrued warranty 1,574 1,712
Restructuring accrual 1,440 1,004
Income tax refund accrual 8,285 8,285
Other 6,344 5,648
------------- -------------
$ 23,266 $ 22,740
============= =============
The Company routinely incurs warranty costs after projects are
installed and completed. The Company reserves for such warranty costs
based on its historical warranty experience and consideration of any
known warranty issues. A summary of the warranty reserves for the three
and six months is as follows:
For the Three Months Ended For the Six Months Ended
------------------------------ ------------------------------
December December December December
28, 2003 29, 2002 28, 2003 29, 2002
------------- ------------- ------------- -------------
Beginning $ 1,790 $ 2,346 $ 1,712 $ 2,720
Expenses 412 330 865 464
Charges (628) (724) (1,003) (1,232)
------------- ------------- ------------- -------------
Ending $ 1,574 $ 1,952 $ 1,574 $ 1,952
============= ============= ============= =============
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 15
--------------------------------------------------------------------------------
10. CONTRACT COSTS
Included in Costs and Estimated Earnings in Excess of Amounts Billed on
Uncompleted Contract (CIE) and in Raw Materials Inventory is $5.9
million of costs incurred to manufacture equipment to produce
biodegradable food packaging products. Netted against the costs in CIE
is a payment of $3.3 million from a customer under a contract to
purchase this equipment, which contract was subsequently cancelled by
the customer (see Note 11). The Company has filed a claim for in excess
of $6.4 million of cancellation charges on this contract.
Subsequent to the above contract cancellation, the Company signed an
agreement with another customer to manufacture equipment to produce a
product similar to that noted above. The Company expects to use a
significant portion of the CIE and inventory noted above to manufacture
this equipment. The current customer contract requires the equipment to
satisfy certain production specifications before the customer will take
delivery of the equipment and further production specifications before
the customer will pay for the equipment. In addition, the equipment
must produce commercially saleable product for the customer, which
includes products at a rate, quality and cost allowing the customer to
sell the products into its marketplace. If the equipment does not meet
all of these criteria, the customer may reject the equipment and cancel
the contract with no obligation to the Company. The Company has not yet
met these criteria and does not anticipate being able to achieve these
criteria within the timeframe required under the current customer
contract. However, the Company has requested an extension of time from
the customer to achieve the specified production criteria and is
optimistic that the customer will grant such an extension. The Company
believes that it will be able to attain the production criteria under
the present contract.
At December 28, 2003, the Company was carrying $2.6 million of net CIE
and Inventory in its accounts. If the Company is unable to meet all of
the aforementioned production criteria/specifications under the current
customer contract, it will likely have to take impairment against a
portion of all of the carrying costs of the equipment.
11. ACCOUNTING PRONOUNCEMENTS
In December 2003, the FASB issued a revision to FASB Statement No. 132,
"Employers' Disclosures about Pensions and Other Postretirement
Benefits" that revises employers' disclosures about pension plans and
other postretirement benefit plans. It does not change the measurement
or recognition of those plans required by FASB Statements No. 87,
Employers' Accounting for Pensions, No. 88, Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits, and No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions. This Statement retains the
disclosure requirements contained in FASB Statement No. 132, Employers'
Disclosures about Pensions and Other Postretirement Benefits, which it
replaces. It requires additional disclosures to those in the original
FAS 132 about the assets, obligations, cash flows, and net periodic
benefit cost of defined benefit pension plans and other defined benefit
postretirement plans. The required information should be provided
separately for pension plans and for other postretirement benefit
plans. The provisions of FAS 132 remain in effect until the provisions
of this Statement are adopted. This Statement is effective for
financial statements with fiscal years ending after December 15, 2003,
except that disclosure of information about foreign plans required by
this Statement is effective for fiscal years ending after June 15,
2004. The interim-period disclosures required by this Statement are
effective for interim periods beginning after December 15, 2003.
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 16
--------------------------------------------------------------------------------
In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46),
"Consolidation of Variable Interest Entities," which addresses the
reporting and consolidation of variable interest entities as they
relate to a business enterprise. This interpretation incorporates and
supersedes the guidance set forth in ARB No. 51, "Consolidated
Financial Statements." It requires the consolidation of variable
interests into the financial statements of a business enterprise if
that enterprise holds a controlling financial interest via other means
than the traditional voting majority. The provisions of FIN 46 are
effective immediately for variable interest entities created after
January 31, 2003 and thereafter. In December 2003, the FASB issued
FIN46R, a revision to the previously issued FIN46, which defers the
implementation date. The effective date for FIN46R is the end of the
first interim or annual period subsequent to March 15, 2004, which is
the third quarter of fiscal 2004 for the Company. Pursuant to FIN 46R,
the Company's wholly-owned consolidated subsidiary trust (the "Trust")
will be required to be deconsolidated. The Company, would, however
maintain a liability to the Trust relative to the debentures of the
Company held by the Trust. The Company has not created any new variable
interest entities since January 31, 2003.
In May 2003, the FASB issued FASB Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities
and Equity." This Statement establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liabilities and equity and requires that an
issuer classify a financial instrument that is within its scope as a
liability. Certain provisions of this statement that are applicable to
the Company have been indefinitely deferred.
12. COMMITMENTS AND CONTINGENCIES
The staff of the Securities and Exchange Commission (the "Commission")
is conducting an investigation of the accounting practices at the
Company's Kalish and Sencorp subsidiaries that led to the restatements
of its consolidated financial statements for fiscal years 1997, 1998
and 1999 and the first three quarters of fiscal 2000, as well as the
issues at the Company's AMI subsidiary that led to the accounting
adjustments to the Company's previously reported audited consolidated
financial results for the fiscal years ended June 24, 2001, June 25,
2000 and June 27, 1999, and to the Company's previously reported
unaudited consolidated financial results for the first three fiscal
quarters of 2002. The Company is cooperating fully with the Commission
in connection with its investigation.
In November 1998, pursuant to the agreement by which the Company
acquired Kalish, Mr. Graham L. Lewis, a former executive officer and
director of DTI, received an additional payment based on Kalish's
earnings for each of the three years after the closing. As a result of
the prior restatement due to accounting practices at Kalish, the
Company believes that the additional payment should not have been made.
During fiscal 2001, we commenced legal action against Mr. Lewis in
Superior Court, Civil Division in Montreal, Quebec to recover this
payment and certain bonuses paid to Mr. Lewis. Mr. Lewis has
counter-sued for wrongful termination and is seeking to recover
monetary damages, including severance, loss of future income, emotional
distress and harm to reputation, equal to $2.8 million Canadian
dollars. There has been little discovery in these actions to date.
Management believes that the Company's suit against Mr. Lewis has
merit. Management further believes that Mr. Lewis' counter-suit is
without merit. The Company intends to pursue vigorously its claims
against Mr. Lewis and defend against his counter-suit.
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 17
--------------------------------------------------------------------------------
In July 2003, Green Packaging SDN BHD and Green Earth Packaging Corp.
(collectively, "Green Packaging") filed a complaint against Detroit
Tool & Engineering Company ("DTE"), a wholly-owned subsidiary of DTI,
in the Superior Court of the State of California, County of Santa
Barbara. As causes of action, the complaint alleges breach of contract,
misappropriation of trade secrets, breach of confidence, unfair
business practices, conversion and similar claims arising out of a
purchase order pursuant to which DTE was to manufacture for Green
Packaging four lines of equipment for the purpose of producing
biodegradable food packaging using technology and processes licensed by
Green Packaging from Earthshell Corporation. In its complaint, Green
Packaging seeks damages "believed to be in excess of $3.3 million,"
punitive damages and injunctive relief. Prior to the filing of the
complaint, Green Packaging had notified DTE that it was canceling its
purchase order for the equipment, and DTE had invoiced Green Packaging
for cancellation charges in excess of $6.4 million, which has not been
paid, nor has it been recognized in the Company's financial statements.
DTE filed a motion to quash service of the summons and complaint for
lack of personal jurisdiction. Rather than responding to the motion, on
September 29, 2003, Green Packaging amended its complaint and added DTI
as a defendant in that action. The causes of action in the amended
complaint are the same as those asserted in the original complaint,
with additional claims made for breach of guarantee and breach of an
additional agreement. The Company and DTE have filed a motion to quash
service of the summons and amended complaint for lack of personal
jurisdiction. The motion is noticed to be heard on April 22, 2004. In
addition, the Company intends to vigorously defend Green Packaging's
action and to vigorously pursue its claim again Green Packaging for the
above-referenced cancellation charges.
Product liability claims are asserted against the Company from time to
time for various injuries alleged to have resulted from defects in the
manufacture and/or design of its products. At December 28, 2003, there
were seven such claims either pending or that may be asserted against
the Company. The Company does not believe that the resolution of these
claims, either individually or in the aggregate, will have a material
adverse effect on its financial condition, results of operations or
cash flow. Product liability claims are covered by the Company's
comprehensive general liability insurance policies, subject to certain
deductible amounts. The Company has established reserves for these
deductible amounts, which it believes to be adequate based on its
previous claims experience. However, there can be no assurance that
resolution of product liability claims in the future will not have a
material adverse effect on the Company's financial condition, results
of operations or cash flow.
The Company is from time to time subject to claims and suits arising in
the ordinary course of business. Although the ultimate disposition of
such proceedings is not presently determinable, management does not
believe that the ultimate resolution of these matters will have a
material adverse effect on the Company's financial condition, results
of operations or cash flows. The Company maintains comprehensive
general liability insurance that it believes to be adequate its
business.
13. RESTRUCTURING
As outlined in its Annual Report on Form 10-K for the fiscal year ended
June 29, 2003, during fiscal 2003, 2002 and 2001, the Company took
several actions in connection with a plan to restructure its business
operations.
DT INDUSTRIES, INC.
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR PERIOD ENDED DECEMBER 28, 2003
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
PAGE 18
--------------------------------------------------------------------------------
In July 2003, the Company announced the decision to transfer its
manufacturing operations in Buffalo Grove, Illinois of the Precision
Assembly segment to its Lebanon, Missouri manufacturing facilities as
part of the Material Processing segment. Accordingly, the Precision
Assembly segment has been consolidated into the Material Processing
segment for financial reporting purposes. Due to the transfer of these
operations, the Company recorded a restructuring charge of $1,230 in
the first six months of fiscal 2004 ($210 in the three months ended
December 28, 2003), including severance costs of $1,173 for the
termination of 69 employees.
The restructuring reserve at June 29, 2003 pertains to two vacant
facilities and one facility sublet at approximately 75% of the current
lease rates. The reserve represents lease payments on the vacant
facilities through June 2004 and the partial lease payments on the
sublet facility through the life of the sublease (2013). The Company's
Packaging Systems segment leases a now vacant manufacturing facility,
the liability for which the Company does not expect to be assumed by a
buyer of the business. Although the Company continues to actively seek
a tenant for the facility, it has not, to date, been able to locate
such a tenant. Therefore, the Company provided an additional $400 in
its reserve for future lease costs on closed facilities in December
2003. The $400 reserve represents the discounted value of the excess of
the Company's rental payments for the remaining lease term over current
market rental payments for a similar property.
A summary of the restructuring reserve for the six months and three
months ended December 28, 2003 is as follows:
FOR THE SIX MONTHS ENDED
-----------------------------------------------------------------------
JUNE 29, CHARGED TO CASH DECEMBER 28,
2003 EXPENSE PAYMENTS 2003
--------------- --------------- --------------- ---------------
Severance costs $ -- $ 1,173 $ (820) $ 353
Future lease costs on closed facilities 1,004 400 (317) 1,087
Other -- 57 (57) --
--------------- --------------- --------------- ---------------
$ 1,004 $ 1,630 $ (1,194) $ 1,440
=============== =============== =============== ===============
FOR THE THREE MONTHS ENDED
-----------------------------------------------------------------------
SEPTEMBER 28, CHARGED TO CASH DECEMBER 28,
2003 EXPENSE PAYMENTS 2003
--------------- --------------- --------------- ---------------
Severance costs $ 669 $ 178 $ (494) $ 353
Future lease costs on closed facilities 772 400 (85) 1,087
Other -- 32 (32) --
--------------- --------------- --------------- ---------------
$ 1,441 $ 610 $ (611) $ 1,440
=============== =============== =============== ===============
DT INDUSTRIES, INC.
PART II. OTHER INFORMATION
PAGE 19
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
31.1 Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a) under the Securities Exchange
Act of 1934
31.2 Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a) under the Securities Exchange
Act of 1934
32 Certification Pursuant to 18 U.S.C. Section 1350 As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(b) Reports on Form 8-K:
On October 22, 2003, a Current Report on Form 8-K was filed,
pursuant to items 5 and 7 thereof, announcing that the Company
had reached an agreement with its lenders to amend its senior
credit facility.
On November 12, 2003, a Current Report on Form 8-K was filed
to report, pursuant to Items 5 and 7 thereof, the release of
the Company's earnings for the three months ended September
28, 2003.
DT INDUSTRIES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
DT INDUSTRIES, INC.
Date: March 29, 2004 /s/ John M. Casper
----------------------------------------
(Signature)
John M. Casper
Senior Vice President, Finance and Chief
Financial Officer
(Principal Financial and Accounting
Officer)