UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 8, 2004
-------------
DT Industries, Inc.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-23400 44-0537828
(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
907 W. Fifth Street, Dayton, OH 45407
------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (937) 586-5600
--------------
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As previously announced by DT Industries, Inc. (the "Company"), on March 8,
2004, the Company sold substantially all of the assets (the "Sale") of its
Packaging Systems division (the "Division") to Nova Packaging Systems, Inc. and
Swiftpack Automation UK Limited (collectively, the "Purchasers"). The Division
was comprised of the Company's Pharma Group, Inc. ("Pharma") and DT Packaging
Systems Limited ("DT Packaging") subsidiaries. The former President of Pharma
and the Managing Director of DT Packaging participated in the Sale as equity
holders in the Purchasers and received transaction bonuses upon the consummation
of the Sale.
The assets involved in the Sale included equipment, inventory, intellectual
property, accounts receivable and interests in leased property of the Division.
The purchase price was $12.5 million in cash, which resulted from a bid
submitted by the Purchasers in an auction process conducted by the Company's
financial adviser. The Purchasers also assumed certain liabilities of the
Division. After deducting transaction and related expenses and an approximately
$758,000 working capital adjustment, the Company received approximately $10.46
million in net cash proceeds, all of which was used to reduce outstanding
indebtedness under the Company's senior credit facility.
The foregoing description of the Sale does not purport to be complete and is
qualified in its entirety by reference to the Asset Purchase Agreement entered
into in connection therewith. A copy of the Asset Purchase Agreement is attached
hereto as Exhibit 2 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information presented below gives effect to
the Sale, but does not give effect to the sale of the Company's Converting
Technologies division as announced on January 20, 2004. The December 28, 2003
unaudited pro forma condensed consolidated balance sheet is presented as if the
Sale was effective on December 28, 2003. The unaudited pro forma condensed
consolidated statement of operations for the fiscal year ended June 29,
2003 assumes the Sale was effective as of the beginning of the fiscal year ended
June 29, 2003. An unaudited pro forma condensed consolidated statement of
operations for the six months ended December 28, 2003 is not included below
because the Company's historical financial statements for that period already
reflected the results of the Division in discontinued operations and, therefore,
the loss from continuing operations already reflected a reduction in the amount
of interest that the Company would have paid to its senior lenders if the
proceeds from the Sale had been used to repay indebtedness as of the beginning
of that period.
The unaudited pro forma financial information contained herein represents, in
the opinion of management, all adjustments necessary to present the Company's
pro forma results of operations and financial position in accordance with
applicable regulations and is based upon available information and certain
assumptions considered reasonable under the circumstances. This information is
presented for illustrative purposes only and may not necessarily be indicative
of what the Company's financial position or results of operations would have
been had the Sale been in effect as of and for the periods presented, nor is
such information necessarily indicative of the Company's financial position or
results of operations for any future period or date.
The unaudited pro forma financial information presented below should be read in
conjunction with the consolidated financial statements and related footnotes
contained in the Company's Annual Report on Form 10-K for the fiscal year ended
June 29, 2003 and the Company's Quarterly Report on Form 10-Q/A for the period
ended December 28, 2003.
-2-
DT INDUSTRIES, INC.
CONSOLIDATED PRO FORMA CONDENSED BALANCE SHEET
DECEMBER 28, 2003
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
December 28, 2003
-------------------------------------------------
Pro Forma Pro Forma
Historical Adjustments Results
-------------- ----------- ---------
(as previously (see note
restated) below)
ASSETS
Current assets:
Cash and cash equivalents $ 1,798 $ $ 1,798
Accounts receivable, net 26,656 26,656
Costs and estimated earnings in excess of amounts billed
on uncompleted contracts 28,865 28,865
Inventories, net 10,160 10,160
Prepaid expenses and other 3,533 3,533
Assets of discontinued operations 25,065 (16,214) 8,851
--------- --------- ---------
Total current assets 96,077 (16,214) 79,863
Property, plant and equipment, net 26,434 26,434
Goodwill 63,656 63,656
Other assets, net 3,881 3,881
--------- --------- ---------
$ 190,048 $ (16,214) $ 173,834
========= ========= ========-
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Senior secured term and revolving credit facilities $ 47,422 $ (10,453) $ 36,969
Current portion of other long-term debt 45 45
Accounts payable 14,578 14,578
Customer advances 5,908 5,908
Billings in excess of costs and estimated earnings on
uncompleted contracts 10,267 10,267
Accrued liabilities 23,266 23,266
Liabilities related to discontinued operations 13,606 (10,703) 2,903
--------- --------- ---------
Total current liabilities 115,092 (21,156) 93,936
Other long-term liabilities 25,872 25,872
Commitments and contingencies
Company-obligated, mandatorily redeemable convertible
preferred
securities of subsidiary DT Capital Trust holding 37,807 37,807
solely
convertible junior subordinated debentures of the Company
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) 4,942 (128,558)
Accumulated other comprehensive (loss) (20,845) (20,845)
Unearned portion of restricted stock (114) (114)
Less - Treasury stock 1,029,688 and 983,488 shares at
December 28, 2003 and June 29, 2003, respectively), at cost (22,570) (22,570)
--------- --------- ---------
Total stockholders' equity 11,277 4,942 16,219
--------- --------- ---------
$ 190,048 $ (16,214) $ 173,834
========= ========= =========
-3-
DT INDUSTRIES, INC.
CONSOLIDATED PRO FORMA CONDENSED BALANCE SHEET
DECEMBER 28, 2003
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Note to Consolidated Pro Forma Condensed Balance Sheet
The Pro Forma Adjustments to the Consolidated Condensed Balance Sheet as of
December 28, 2003 include eliminating the assets of, and liabilities related to,
the discontinued operations of the Division. The pro forma reduction in the
senior secured term and revolving credit facilities line item on the
Consolidated Condensed Balance Sheet reflects that the net proceeds from the
Sale were used to repay outstanding indebtedness under the Company's senior
secured term and revolving credit facilities. Because the Company received
proceeds in excess of its investment in the Division, a pro forma gain on the
Sale was recorded as a reduction in the Company's accumulated deficit account.
The remaining assets of and liabilities related to discontinued operations
represent the balances of the Converting Technologies division which was sold in
January 2004. The Converting Technologies division did not constitute a
significant portion of the Company's business and the impact of its sale was not
required to be included in these pro forma adjustments.
-4-
DT INDUSTRIES, INC.
CONSOLIDATED PRO FORMA CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED JUNE 29, 2003
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Year Ended June 29, 2003
-----------------------------------------------------
Pro Forma Pro Forma
Historical Adjustments Results
-------------- ------------ --------------
(see note
below)
Net sales $ 241,066 $ (34,446) $ 206,620
Cost of sales 199,471 (24,546) 174,925
------------ ------------ --------------
Gross profit 41,595 (9,900) 31,695
Selling, general and administrative expenses 51,337 (7,697) 43,640
Goodwill asset impairment 51,880 (20,990) 30,890
Restructuring and related items 2,200 2,200
Net loss on disposal of assets 974 (250) 724
------------ ------------ --------------
Operating (loss) (64,796) (19,037) (45,759)
Interest expense, net 6,340 (850) 5,490
Accrued dividends on Company-obligated, mandatorily
redeemable convertible preferred securities of subsidiary DT
Capital Trust holding solely convertible junior
subordinated debentures of the Company 1,604 1,604
------------ ------------ --------------
Loss from continuing operations before benefit for income
taxes (72,740) (19,887) (52,853)
Provision for income taxes 4,857 4,857
------------ ------------ --------------
Loss from continuing operations $ (77,597) $ (19,887) $ (57,710)
============ ============ ==============
Net loss per common share:
Basic from continuing operations $ (3.28) $ (0.84) $ (2.44)
============ ============ ==============
Diluted from continuing operations $ (3.28) $ (0.84) $ (2.44)
============ ============ ==============
Weighted average common shares outstanding:
Basic 23,650,439 23,650,439
Diluted 23,650,439 23,650,439
Note to Pro Forma Condensed Statement of Income
The Pro Forma Adjustments for the Fiscal Year Ended June 29, 2003 represent (1)
eliminating the net sales, cost of sales, and other amounts comprising the
operating (loss) of the Division for the period presented, and (2) a reduction
in the amount of interest that the Company would have paid to its senior lenders
if the proceeds from the Sale had been used to repay the Company's indebtedness
as of the beginning of the period presented.
-6-
(c) Exhibits.
* Exhibit 2. Asset Purchase Agreement, dated as of March 8, 2004, by
and among Nova Packaging Systems, Inc., and Swiftpack Automation UK
Limited and DT Industries, Inc., Pharma Group, Inc., and DT
Packaging Systems Ltd.
-----------
* The schedules and exhibits to the Asset Purchase Agreement have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
agrees to furnish supplementally to the Securities and Exchange
Commission, upon request, a copy of any omitted schedule or exhibit.
-7-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DT INDUSTRIES, INC.
By: /s/ Dennis S. Dockins
------------------------------------------
Dennis S. Dockins
General Counsel and Secretary
Dated: March 23, 2004
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER
2 Asset Purchase Agreement, dated as of March 8, 2004, by and
among Nova Packaging Systems, Inc., and Swiftpack Automation UK
Limited and DT Industries, Inc., Pharma Group, Inc., and DT
Packaging Systems Ltd.
-9-