false 0000100378 0000100378 2025-02-05 2025-02-05
 
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) February 5, 2025
 
 
TWIN DISC, INCORPORATED
 
(exact name of registrant as specified in its charter)
 
 
Wisconsin
001-7635
39-0667110
     
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
222 East Erie Street, Suite 400         Milwaukee, Wisconsin 53202
 
(Address of principal executive offices)
 
Registrant's telephone number, including area code:         (262)638-4000
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock (No Par Value)
TWIN
The NASDAQ Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
  Emerging growth company
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                             
 
 
 

 
Item 2.02
Results of Operations and Financial Condition
 
Twin Disc, Incorporated (the “Company”) has reported its second quarter 2025 financial results. The Company's press release dated February 5, 2025 announcing the results is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
 
The information set forth in this Item 2.02 of Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
 
Item 7.01
Regulation FD Disclosure
 
The information set forth under Item 2.02 of this report is incorporated herein by reference solely for the purposes of this Item 7.01.
 
The information set forth in this Item 7.01 of Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
 
FORWARD LOOKING STATEMENTS
 
The disclosures in this report on Form 8-K and in the documents incorporated herein by reference contain or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company’s actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Certain risks regarding the Company’s forward-looking statement are discussed in the Company’s filings with the Securities and Exchange Commission, including an extensive discussion of these risks in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.
 
 

 
Item 9.01
Financial Statements and Exhibits
 
(d)
Exhibits
 

 
EXHIBIT NUMBER
DESCRIPTION
   
99.1
   
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 

 
 
SIGNATURE
 
Pursuant to the requirements of section 13 or 15(d) 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.
 
Date: February 5, 2025
Twin Disc, Inc.
   
 
/s/ JEFFREY S. KNUTSON
 
Jeffrey S. Knutson
 
Vice President-Finance, Chief Financial Officer, Treasurer & Secretary
 
 

Exhibit 99.1

 

logobig.jpg

 

 

Twin Disc Announces Second Quarter Results

 

MILWAUKEE, Wis., February 5, 2025 (GLOBE NEWSWIRE) -- Twin Disc, Inc. (NASDAQ: TWIN) today reported results for the second quarter ended December 27, 2024.

 

Fiscal Second Quarter 2025 Highlights

 

● Sales increased 23.2% year-over-year to $89.9 million, organic sales* increased 10.1%

● Net income attributable to Twin Disc was $0.9 million

● EBITDA* increased 13.5% year-over-year to $6.3 million

● Operating cash flow of $4.3M

● Healthy six-month backlog of $124.0 million supported by strong ongoing order activity

 

CEO Perspective

 

“This quarter's performance reflected another period of double-digit top-line growth, partly driven by the acquisition of Katsa Oy. The marine market remained stable, while Veth products continued to expand to record levels in response to strong demand and new orders within the North American market. Challenges in the Asian oil and gas markets persist, though we are beginning to see signs of stabilization. Meanwhile, the industrials segment has already started to recover, with improving order rates through the quarter,” commented John H. Batten, President and Chief Executive Officer of Twin Disc.

 

“Following the successful integration of Katsa, we are focused on executing on our strategic priorities and capitalizing on our niche capabilities to enhance the business, while remaining actively engaged in exploring additional opportunities that align with our long-term growth strategy. With healthy end-market demand, we aim to drive growth, reinforce our financial position, and advance toward becoming the leading provider of hybrid and electric solutions in our industry,” concluded Mr. Batten.

 

Second Quarter Results

 

Sales for the fiscal 2025 second quarter increased 23.2% year-over-year to $89.9 million, driven by a $10.0 million incremental benefit from Katsa Oy. On an organic basis, which excludes the impacts of acquisitions and foreign currency exchange, revenue increased 10.1%, due to strength in the Company’s Marine and Propulsion Systems and Industrial product segments.

 

Sales by product group (certain amounts have been reclassified from Marine and Propulsion to Other):

 

Product Group
(Thousands of $):

Q2 FY25 Sales

 

Q2 FY24 Sales

 

Change (%)

 

Marine and Propulsion Systems

 $ 56,692

 

$ 45,753

 

23.9%

 

Land-Based Transmissions

19,010

 

15,863

 

19.8%

 

Industrial

9,458

 

6,532

 

44.8%

 

Other

4,761

 

4,846

 

(1.8)%

 

Total

 $ 89,891

 

 $ 72,994

 

23.2%

 

 

 

Twin Disc delivered double-digit growth year-over-year in the European and North American regions. The distribution of sales across geographical regions shifted, with a greater proportion of sales coming from the European region, with a lower proportion of sales coming from the Asian Pacific region.

 

Gross profit increased 5.0% to $21.7 million compared to $20.7 million for the second quarter of fiscal 2024. Second quarter gross margin decreased approximately 420 basis points to 24.1% from the prior year period, reflecting the impact of a $1.6 million inventory write-down due to product rationalization association with the acquisition of Katsa, a $0.3 million purchase accounting amortization expense related to the Katsa acquisition and unfavorable product mix.

 

Marketing, engineering and administrative (ME&A) expense increased by $1.7 million, or 9.9%, to $18.9 million, compared to $17.2 million in the prior year quarter. The increased ME&A expense was primarily driven by the addition of Katsa. However, ME&A expenses were decreased by $0.6 million sequentially, primarily due to a reduction in global bonus expense.

 

 

 

Net income attributable to Twin Disc for the quarter was $0.9 million, or $0.07 per diluted share, compared to net income attributable to Twin Disc of $0.9 million, or $0.07 per diluted share, for the second fiscal quarter of 2024. Net income was impacted by an increase in Other Expense related to an increase in the amortization of the net actuarial loss related to the Company’s domestic defined benefit pension plan. Earnings before interest, taxes, depreciation, and amortization (EBITDA) were $6.3 million in the second quarter, up 13.5% compared to the second quarter of fiscal 2024.

 

On a consolidated basis, the backlog of orders to be shipped over the next six months is approximately $124.0 million, compared to $144.3 million at the end of the first quarter. As a percentage of six-month backlog, inventory increased from 99.7% at the end of the first quarter, to 103.4% at the end of the second quarter. Compared to the second fiscal quarter of 2024, cash decreased 24.3% to $15.9 million, total debt increased 40.5% to $24.9 million, and net debt* increased $12.3 million to $9.0 million. The increase was primarily attributable to higher long-term debt related to the Katsa acquisition.

 

CFO Perspective

 

Jeffrey S. Knutson, Vice President of Finance, Chief Financial Officer, Treasurer and Secretary stated, "In the second quarter, we experienced near-term pressure on margins partially due to mix and several charges associated with inventory rationalization from the Katsa acquisition as we eliminated redundant inventory, streamlined operations and implemented synergies. As we move through the year, we are focused on identifying and realizing additional operational efficiencies to reduce margin pressure through prudent cost management and executing on our commercial strategy. During the quarter, we delivered solid operating cash flow marked by our healthy inventory levels, reinforcing our ability to execute on operational priorities. Looking ahead, we remain confident in the strength of our financial position and our ability to support continued growth while maintaining a healthy balance sheet."

 

Discussion of Results

 

Twin Disc will host a conference call to discuss these results and to answer questions at 9:00 a.m. Eastern time on February 5, 2025. The live audio webcast will be available on Twin Disc’s website at https://ir.twindisc.com. To participate in the conference call, please dial (646) 968-2525 approximately ten minutes before the call is scheduled to begin. A replay of the webcast will be available at https://ir.twindisc.com shortly after the call until February 4, 2026.

 

About Twin Disc

 

Twin Disc, Inc. designs, manufactures, and sells marine and heavy-duty off-highway power transmission equipment. Products offered include marine transmissions, azimuth drives, surface drives, propellers, and boat management systems, as well as power-shift transmissions, hydraulic torque converters, power take-offs, industrial clutches, and control systems. The Company sells its products to customers primarily in the pleasure craft, commercial and military marine markets, as well as in the energy and natural resources, government, and industrial markets. The Company’s worldwide sales to both domestic and foreign customers are transacted through a direct sales force and a distributor network. For more information, please visit www.twindisc.com.

 

Forward-Looking Statements

 

 

This press release may contain statements that are forward looking as defined by the Securities and Exchange Commission in its rules, regulations, and releases. The words “anticipates,” “believes,” “intends,” “estimates,” and “expects,” or similar anticipatory expressions, usually identify forward-looking statements. The Company intends that such forward-looking statements qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. All forward-looking statements are based on current expectations and are subject to certain risks and uncertainties that could cause actual results or outcomes to differ materially from current expectations. Such risks and uncertainties include the impact of general economic conditions and the cyclical nature of many of the Company’s product markets; foreign currency risks and other risks associated with the Company’s international sales and operations; the ability of the Company to successfully implement price increases to offset increasing commodity costs; the ability of the Company to generate sufficient cash to pay its indebtedness as it becomes due; and the possibility of unforeseen tax consequences and the impact of tax reform in the U.S. or other jurisdictions. These and other risks are described under the caption “Risk Factors” in Item 1A of the Company’s most recent Form 10-K filed with the Securities and Exchange Commission, as supplemented in subsequent periodic reports filed with the Securities and Exchange Commission. Accordingly, the making of such statements should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. The Company assumes no obligation, and disclaims any obligation, to publicly update or revise any forward-looking statements to reflect subsequent events, new information, or otherwise.

 

 

 

 

*Non-GAAP Financial Information

 

Financial information excluding the impact of asset impairments, restructuring charges, foreign currency exchange rate changes and the impact of acquisitions, if any, in this press release are not measures that are defined in U.S. Generally Accepted Accounting Principles (“GAAP”). These items are measures that management believes are important to adjust for in order to have a meaningful comparison to prior and future periods and to provide a basis for future projections and for estimating our earnings growth prospects. Non-GAAP measures are used by management as a performance measure to judge profitability of our business absent the impact of foreign currency exchange rate changes and acquisitions. Management analyzes the company’s business performance and trends excluding these amounts. These measures, as well as EBITDA, provide a more consistent view of performance than the closest GAAP equivalent for management and investors. Management compensates for this by using these measures in combination with the GAAP measures. The presentation of the non-GAAP measures in this press release are made alongside the most directly comparable GAAP measures.

 

Definitions

 

Organic net sales is defined respectively as net sales excluding the recent acquisitions of Katsa Oy along with the divestiture of BCS while adjusting for the effects of foreign currency exchange.

 

Earnings before interest, taxes, depreciation, and amortization (EBITDA) is calculated as net earnings or loss excluding interest expense, the provision or benefit for income taxes, depreciation, and amortization expenses.

 

Net debt is calculated as total debt less cash.

 

 

Investors:

Riveron

TwinDiscIR@Riveron.com

 

logosmall01.jpg

Source: Twin Disc, Incorporated

 

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

(In thousands, except per-share data; unaudited)

 

   

For the Quarter Ended

   

For the Two Quarters Ended

 
   

December 27,

2024

   

December 29,

2023

   

December 27,

2024

   

December 29,

2023

 
                                 

Net sales

  $ 89,921     $ 72,994     $ 162,818     $ 136,547  

Cost of goods sold

    66,662       52,338       120,237       96,156  

Cost of goods sold - Other

    1,579       -       1,579       3,099  

Gross profit

    21,680       20,656       41,002       37,292  
                                 

Marketing, engineering and administrative expenses

    18,920       17,218       38,407       34,136  

Income from operations

    2,760       3,438       2,595       3,156  
                                 

Other expense (income):

                               

Interest expense

    495       392       1,131       786  

Other expense (income), net

    (386 )     449       958       310  
      109       841       2,089       1,096  
                                 

Income before income taxes and noncontrolling interest

    2,651       2,597       506       2,060  

Income tax expense

    1,552       1,662       2,179       2,208  
                                 

Net income (loss)

    1,099       935       (1,673 )     (148 )

Less: Net income attributable to noncontrolling interest, net of tax

    (180 )     (5 )     (173 )     (95 )

Net income (loss) attributable to Twin Disc, Incorporated

  $ 919     $ 930     $ (1,846 )   $ (243 )
                                 

Dividends per share

  $ 0.04     $ 0.04     $ 0.08     $ 0.04  
                                 

Income (loss) per share data:

                               

Basic income (loss) per share attributable to Twin Disc, Incorporated common shareholders

  $ 0.07     $ 0.07     $ (0.13 )   $ (0.02 )

Diluted income (loss) per share attributable to Twin Disc, Incorporated common shareholders

  $ 0.07     $ 0.07     $ (0.13 )   $ (0.02 )
                                 

Weighted average shares outstanding data:

                               

Basic shares outstanding

    13,868       13,718       13,818       13,629  

Diluted shares outstanding

    14,058       13,923       13,818       13,629  
                                 

Comprehensive income (loss)

                               

Net income (loss)

  $ 1,099       935     $ (1,673 )   $ (148 )

Benefit plan adjustments, net of income taxes of $13, ($13), $2 and ($8), respectively

    (1,668 )     (108 )     (1,446 )     (279 )

Foreign currency translation adjustment

    (11,369 )     5,190       (4,078 )     2,154  
                                 
                                 

Unrealized gain (loss) on hedges, net of income taxes of $0, $0, $0 and $0, respectively

    1,146       (485 )     293       (269 )

Comprehensive (loss) income

    (10,792 )     5,532       (6,904 )     1,458  

Less: Comprehensive income attributable to noncontrolling interest

    122       40       258       190  

Comprehensive (loss) income attributable to Twin Disc, Incorporated

  $ (10,914 )   $ 5,492     $ (7,162 )   $ 1,268  

 

 

 

 

 

RECONCILIATION OF CONSOLIDATED NET LOSS TO EBITDA

(In thousands; unaudited)

 

   

For the Quarter Ended

   

For the Two Quarters Ended

 
   

December 27,

2024

   

December 29,

2023

   

December 27,

2024

   

December 29,

2023

 
                                 

Net income (loss) attributable to Twin Disc, Incorporated

  $ 919     $ 930     $ (1,846 )   $ (243 )

Interest expense

    495       392       1,131       786  

Income tax expense

    1,552       1,662       2,179       2,208  

Depreciation and amortization

    3,296       2,535       6,534       5,023  

Earnings before interest, taxes, depreciation, and amortization (EBITDA)

  $ 6,262     $ 5,519     $ 7,998     $ 7,774  

 

 

RECONCILIATION OF TOTAL DEBT TO NET DEBT

(In thousands; unaudited)

 

   

December 27, 2024

   

December 29, 2023

 
                 

Current maturities of long-term debt

  $ 2,000     $ 2,000  

Long-term debt

    22,873       15,698  

Total debt

    24,873       17,698  

Less cash

    15,906       21,021  

Net debt

  $ 8,967     $ (3,323 )

 

 

 

 

RECONCILIATION OF REPORTED NET SALES TO ORGANIC NET SALES

(In thousands; unaudited)

 

   

For the Quarter Ended

 
   

December 27, 2024

   

December 29, 2023

 

Net Sales

  $ 89,921     $ 72,994  

Less: Acquisitions/Divestitures

    9,987       751  

Less: Foreign Currency Impact

    355       -  

Organic Net Sales

  $ 79,579     $ 72,243  

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands; except share amounts, unaudited)

 

     

December 27, 2024

   

June 30, 2024

 

ASSETS

                 

Current assets:

                 

Cash

    $ 15,906     $ 20,070  

Trade accounts receivable, net

      53,670       52,207  

Inventories, net

      128,278       130,484  

Other current assets

      18,712       16,870  

Total current assets

      216,566       219,631  
                   

Property, plant and equipment, net

      58,508       58,074  

Right-of-use assets operating lease assets

      16,431       16,622  

Intangible assets, net

      10,856       12,686  

Deferred income taxes

      2,277       2,339  

Other noncurrent assets

      2,722       2,706  

Total assets

    $ 307,360     $ 312,058  
                   

LIABILITIES AND EQUITY

                 

Current liabilities:

                 

Current maturities of long-term debt

    $ 2,000     $ 2,000  

Current maturities of right-of use operating lease obligations

      2,813       2,521  

Accounts payable

      28,561       32,586  

Accrued liabilities

      69,284       62,409  

Total current liabilities

      102,658       99,516  
.                  

Long-term debt

      22,873       23,811  

Right-of-use lease obligations

      13,656       14,376  

Accrued retirement benefits

      9,613       7,854  

Deferred income taxes

      4,712       5,340  

Other long-term liabilities

      6,214       6,107  

Total liabilities

      159,726       157,004  
                   

Twin Disc, Incorporated shareholders' equity:

                 

Preferred shares authorized: 200,000; issued: none; no par value

      -       -  

Common shares authorized: 30,000,000; issued: 14,632,802; no par value

      40,111       41,798  

Retained earnings

      126,610       129,592  

Accumulated other comprehensive loss

      (12,222 )     (6,905 )
        154,499       164,485  

Less treasury stock, at cost (486,940 and 637,778 shares, respectively)

      7,475       9,783  
                   

Total Twin Disc, Incorporated shareholders' equity

      147,024       154,702  
                   

Noncontrolling interest

      610       352  

Total equity

      147,634       155,054  
                   

Total liabilities and equity

    $ 307,360     $ 312,058  

 

 

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands; unaudited)

 

   

For the Quarters Ended

 
   

December 27, 2024

   

December 29, 2023

 
                 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net loss

  $ (1,673 )   $ (148 )

Adjustments to reconcile net loss to net cash provided by operating activities:

               

Depreciation and amortization

    6,534       5,023  

Gain on sale of assets

    (39 )     (42 )

Loss on write-down of industrial inventory

    1,579       -  

Loss on sale of boat management product line and related inventory

    -       3,099  

Provision for deferred income taxes

    (363 )     280  

Stock compensation expense and other non-cash changes, net

    1,625       1,413  

Net change in operating assets and liabilities

    (3,348 )     6,422  
                 

Net cash provided by operating activities

    4,315       16,047  
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Acquisition of property, plant, and equipment

    (5,142 )     (5,419 )

Proceeds from sale of fixed assets

    39       -  

Other, net

    (76 )     (252 )
                 

Net cash used by investing activities

    (5,179 )     (5,671 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Borrowings under revolving loan arrangements

    54,824       50,632  

Repayments of revolving loan arrangements

    (54,824 )     (50,632 )

Repayments of other long-term debt

    (500 )     (1,010 )

Dividends paid to shareholders

    (1,136 )     (560 )

Payments of finance lease obligations

    (1,017 )     (471 )

Payments of withholding taxes on stock compensation

    (1,256 )     (1,772 )
                 

Net cash used by financing activities

    (3,909 )     (3,813 )
                 

Effect of exchange rate changes on cash

    609       1,195  
                 

Net change in cash

    (4,164 )     7,758  
                 

Cash:

               

Beginning of period

    20,070       13,263  
                 

End of period

  $ 15,906     $ 21,021  

 

 
v3.25.0.1
Document And Entity Information
Feb. 05, 2025
Document Information [Line Items]  
Entity, Registrant Name TWIN DISC, INCORPORATED
Document, Type 8-K
Document, Period End Date Feb. 05, 2025
Entity, Incorporation, State or Country Code WI
Entity, File Number 001-7635
Entity, Tax Identification Number 39-0667110
Entity, Address, Address Line One 222 East Erie Street, Suite 400
Entity, Address, City or Town Milwaukee
Entity, Address, State or Province WI
Entity, Address, Postal Zip Code 53202
City Area Code 262
Local Phone Number 638-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol TWIN
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000100378

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