SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) July 31, 2012
TWIN DISC, INCORPORATED
(exact name of registrant as specified in its charter)
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WISCONSIN
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001-7635
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39-0667110
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1328 Racine Street Racine, Wisconsin 53403
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02
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Results of Operations and Financial Condition
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On July 31, 2012, Twin Disc, Incorporated (the “Company”) issued a press release containing its unaudited financial results for the fiscal 2012 fourth quarter and year ended June 30, 2012. As part of the year-end preparation of the audited financial statements, the Company discovered a computational error and determined that the press release and the accompanying unaudited financial statements had overstated the Company’s tax expense for the fiscal 2012 fourth quarter by $281,000. Accordingly, the Company’s net earnings attributable to Twin Disc were understated by an equivalent amount.
The Company is furnishing herewith as Exhibit 99.1 revised financial tables correcting this error. In the revised tables, net earnings attributable to Twin Disc increased to $1,281,000, or $0.11 per basic and diluted share, for the fiscal 2012 fourth quarter, and net earnings attributable to Twin Disc for the full fiscal year increased to $26,112,000, or $2.29 and $2.26 per basic and diluted share, respectively, for the full 2012 fiscal year. These adjustments would likewise apply to any other references to these results within the press release.
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.
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Item 7.01
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Regulation FD Disclosure
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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. 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.
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Item 9.01
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Financial Statements and Exhibits
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(c)
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Exhibits
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EXHIBIT NUMBER
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DESCRIPTION
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99.1
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Revised Financial Tables.
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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.
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Date: August 17, 2012
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Twin Disc, Inc.
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_/s/ THOMAS E. VALENTYN
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Thomas E. Valentyn
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General Counsel & Secretary
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Exhibit 99.1
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE (LOSS) INCOME
(In thousands, except per-share data, unaudited)
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Three Months Ended
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Twelve Months Ended
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|||||||||||||||
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June 30,
2012
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June 30,
2011
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June 30,
2012
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June 30,
2011
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Net sales
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$ | 96,109 | $ | 97,367 | $ | 355,870 | $ | 310,393 | ||||||||
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Cost of goods sold
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67,863 | 61,246 | 234,238 | 202,710 | ||||||||||||
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Gross profit
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28,246 | 36,121 | 121,632 | 107,683 | ||||||||||||
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Marketing, engineering and
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||||||||||||||||
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administrative expenses
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19,339 | 22,497 | 73,091 | 72,967 | ||||||||||||
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Impairment charge
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3,670 | 0 | 3,670 | 0 | ||||||||||||
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Earnings from operations
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5,237 | 13,624 | 44,871 | 34,716 | ||||||||||||
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Interest expense
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346 | 410 | 1,475 | 1,719 | ||||||||||||
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Other (income) expense, net
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(887 | ) | 132 | (1,360 | ) | 968 | ||||||||||
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Earnings before income
taxes and noncontrolling interest
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5,778 | 13,082 | 44,756 | 32,029 | ||||||||||||
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Income taxes
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4,407 | 5,416 | 18,446 | 13,064 | ||||||||||||
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Net earnings
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1,371 | 7,666 | 26,310 | 18,965 | ||||||||||||
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Less: Net earnings attributable to
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||||||||||||||||
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noncontrolling interest, net of tax
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(90 | ) | (74 | ) | (198 | ) | (135 | ) | ||||||||
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Net earnings attributable to Twin Disc
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$ | 1,281 | $ | 7,592 | $ | 26,112 | $ | 18,830 | ||||||||
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Earnings per share data:
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Basic earnings per share attributable to
Twin Disc common shareholders
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$ | 0.11 | $ | 0.67 | $ | 2.29 | $ | 1.66 | ||||||||
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Diluted earnings per share attributable to
Twin Disc common shareholders
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$ | 0.11 | $ | 0.66 | $ | 2.26 | $ | 1.64 | ||||||||
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Weighted average shares outstanding data:
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Basic shares outstanding
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11,384 | 11,355 | 11,410 | 11,319 | ||||||||||||
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Diluted shares outstanding
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11,534 | 11,510 | 11,556 | 11,463 | ||||||||||||
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Dividends per share
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$ | 0.09 | $ | 0.08 | $ | 0.34 | $ | 0.30 | ||||||||
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Comprehensive income (loss):
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Net earnings
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$ | 1,371 | $ | 7,666 | $ | 26,310 | $ | 18,965 | ||||||||
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Foreign currency translation adjustment
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(5,446 | ) | 4,496 | (11,738 | ) | 19,272 | ||||||||||
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Benefit plan adjustments, net
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(12,993 | ) | 9,841 | (11,690 | ) | 11,506 | ||||||||||
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Comprehensive income (loss)
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(17,068 | ) | 22,003 | 2,882 | 49,743 | |||||||||||
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Comprehensive earnings attributable to
noncontrolling interest
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(90 | ) | (74 | ) | (198 | ) | (135 | ) | ||||||||
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Comprehensive income (loss) attributable to
Twin Disc
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$ | (17,158 | ) | $ | 21,929 | $ | 2,684 | $ | 49,608 | |||||||
Exhibit 99.1
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RECONCILIATION OF CONSOLIDATED NET EARNINGS TO EBITDA
(In thousands, unaudited)
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Three Months Ended
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Twelve Months Ended
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June 30,
2012
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June 30,
2011
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June 30,
2012
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June 30,
2011
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Net earnings attributable to Twin Disc
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$ | 1,281 | $ | 7,592 | $ | 26,112 | $ | 18,830 | ||||||||
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Interest expense
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346 | 410 | 1,475 | 1,719 | ||||||||||||
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Income taxes
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4,407 | 5,416 | 18,446 | 13,064 | ||||||||||||
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Depreciation and amortization
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2,746 | 2,921 | 10,756 | 9,904 | ||||||||||||
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Earnings before interest, taxes,
depreciation and amortization
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$ | 8,780 | $ | 16,339 | $ | 56,789 | $ | 43,517 | ||||||||
Exhibit 99.1
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CONDENSED CONSOLIDATED BALANCE SHEETS
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(In thousands, unaudited)
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June 30,
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June 30,
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|||||||
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2012
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2011
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ASSETS
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Current assets:
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Cash
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$ | 15,701 | $ | 20,167 | ||||
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Trade accounts receivable, net
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63,438 | 61,007 | ||||||
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Inventories, net
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103,178 | 99,139 | ||||||
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Deferred income taxes
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3,745 | 3,346 | ||||||
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Other
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11,099 | 11,509 | ||||||
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Total current assets
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197,161 | 195,168 | ||||||
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Property, plant and equipment, net
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66,356 | 65,791 | ||||||
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Goodwill, net
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13,116 | 17,871 | ||||||
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Deferred income taxes
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14,335 | 16,480 | ||||||
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Intangible assets, net
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4,996 | 6,439 | ||||||
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Other assets
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7,868 | 7,371 | ||||||
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TOTAL ASSETS
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$ | 303,832 | $ | 309,120 | ||||
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LIABILITIES AND EQUITY
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Current liabilities:
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Short-term borrowings and current maturities of long-term debt
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$ | 3,744 | $ | 3,915 | ||||
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Accounts payable
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23,550 | 38,372 | ||||||
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Accrued liabilities
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39,331 | 41,673 | ||||||
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Total current liabilities
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66,625 | 83,960 | ||||||
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Long-term debt
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28,401 | 25,784 | ||||||
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Accrued retirement benefits
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64,009 | 50,063 | ||||||
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Deferred income taxes
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3,340 | 4,170 | ||||||
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Other long-term liabilities
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4,171 | 7,089 | ||||||
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Total liabilities
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166,546 | 171,066 | ||||||
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Twin Disc shareholders’ equity:
Common shares authorized: 30,000,000;
Issued: 13,099,468; no par value
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12,759 | 10,863 | ||||||
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Retained earnings
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185,083 | 162,857 | ||||||
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Accumulated other comprehensive loss
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(34,797 | ) | (11,383 | ) | ||||
| 163,045 | 162,337 | |||||||
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Less treasury stock, at cost
(1,794,981 and 1,739,574 shares, respectively)
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26,781 | 25,252 | ||||||
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Total Twin Disc shareholders' equity
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136,264 | 137,085 | ||||||
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Noncontrolling interest
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1,022 | 969 | ||||||
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Total equity
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137,286 | 138,054 | ||||||
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TOTAL LIABILITIES AND EQUITY
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$ | 303,832 | $ | 309,120 | ||||
Exhibit 99.1
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
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Twelve Months Ended
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||||||||
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June 30,
2012
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June 30,
2011
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net earnings
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$ | 26,310 | $ | 18,965 | ||||
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Adjustments to reconcile net earnings to net cash provided
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by operating activities:
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Depreciation and amortization
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10,756 | 9,904 | ||||||
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Loss on sale of plant assets
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315 | 120 | ||||||
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Impairment charge
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3,670 | - | ||||||
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Stock compensation expense
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1,642 | 6,148 | ||||||
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Provision for deferred income taxes
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7,486 | 1,354 | ||||||
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Changes in operating assets and liabilities:
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Trade accounts receivable, net
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(5,982 | ) | (13,605 | ) | ||||
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Inventories, net
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(9,563 | ) | (17,258 | ) | ||||
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Other assets
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(915 | ) | (1,736 | ) | ||||
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Accounts payable
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(13,279 | ) | 11,839 | |||||
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Accrued liabilities
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(2,273 | ) | 6,713 | |||||
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Accrued/prepaid retirement benefits
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(3,723 | ) | (8,584 | ) | ||||
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Net cash provided by operating activities
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14,444 | 13,860 | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Proceeds from sale of plant assets
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116 | 296 | ||||||
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Acquisitions of plant assets
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(13,733 | ) | (12,028 | ) | ||||
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Other, net
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(293 | ) | (293 | ) | ||||
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Net cash used by investing activities
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(13,910 | ) | (12,025 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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||||||||
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Proceeds from notes payable
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3 | 84 | ||||||
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Payments of notes payable
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(145 | ) | (83 | ) | ||||
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Proceeds from (payments of) long-term debt
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2,590 | (1,405 | ) | |||||
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Proceeds from exercise of stock options
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169 | 322 | ||||||
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Acquisition of treasury stock
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(2,425 | ) | - | |||||
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Dividends paid to shareholders
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(3,886 | ) | (3,411 | ) | ||||
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Dividends paid to noncontrolling interest
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(131 | ) | (138 | ) | ||||
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Excess tax benefits from stock compensation
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535 | 317 | ||||||
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Other
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(184 | ) | 136 | |||||
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Net cash used by financing activities
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(3,474 | ) | (4,178 | ) | ||||
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Effect of exchange rate changes on cash
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(1,526 | ) | 3,488 | |||||
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Net change in cash
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(4,466 | ) | 1,145 | |||||
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Cash:
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||||||||
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Beginning of year
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20,167 | 19,022 | ||||||
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End of year
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$ | 15,701 | $ | 20,167 | ||||
####