twin20200806_8k.htm

 

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) August 7, 2020

 

 

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.)

 

 

1328 Racine Street     Racine, Wisconsin 53403

 

(Address of principal executive offices)

 

Registrant's telephone number, including area code:     (262)638-4000

 

 

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

 


 

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))

 

Indicate by check mark whether registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 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 fourth quarter 2020 financial results. The Company's press release dated August 7, 2020 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. 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

 

(c)

Exhibits

 


 

EXHIBIT NUMBER

DESCRIPTION

99.1

Press Release announcing fourth quarter 2020 financial results.

 

 


 

 

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: August 7, 2020

Twin Disc, Inc.

 

/s/ JEFFREY S. KNUTSON

 

Jeffrey S. Knutson

 

Vice President-Finance, Chief Financial Officer, Treasurer & Secretary

 

 
ex_197785.htm

Exhibit 99.1

 

  NEWS RELEASE

Corporate Offices:

1328 Racine Street

Racine, WI 53403  

   

 

 

FOR IMMEDIATE RELEASE

 

Contact: Jeffrey S. Knutson

(262) 638-4242

 

 

TWIN DISC, INC. ANNOUNCES FISCAL 2020

FOURTH QUARTER FINANCIAL RESULTS

 

●    Fourth quarter gross profit percent improved 60 basis points year-over-year

●    Generated $4.3 million of cash from operating activities during the fourth quarter

●    Veth Propulsion sales increased 6.2% for fiscal 2020

●    $7.2 million of annualized expense reductions announced in response to the COVID-19 crisis

●    Challenging market conditions due to the impacts of the COVID-19 crisis and weaker oil and gas markets

 

RACINE, WISCONSIN—August 7, 2020 — Twin Disc, Inc. (NASDAQ: TWIN), today reported financial results for the fiscal 2020 fourth quarter ended June 30, 2020.

 

Sales for the fiscal 2020 fourth quarter were $59.4 million, compared to $72.4 million for the same period last year. The 18.0% decrease in 2020 fourth quarter sales was primarily due to continued softness in the Company’s oil and gas markets along with weaker demand for industrial and marine products compared to the same period the prior fiscal year. Despite a difficult global economy, our Veth Propulsion acquisition reported a 6.2% increase in sales for fiscal 2020 and a 26.0% increase compared to the prior fiscal year fourth quarter. This growth reflects the acquisition synergies we have been able to achieve with respect to market penetration and product acceptance in Veth’s non-traditional markets of Asia and North America. For the fiscal 2020 full year, sales were $246.8 million, compared to $302.7 million for fiscal 2019. Foreign currency exchange had a $0.9 million unfavorable impact on fiscal 2020 fourth quarter sales and a $4.8 million unfavorable impact on fiscal 2020 year-to-date sales.

 

John H. Batten, Chief Executive Officer, commented: “Our six-month backlog at June 30, 2020, was $66.6 million, compared to $87.4 million at March 27, 2020, and $99.6 million at June 30, 2019. By many accounts, fiscal 2020 was one of the most challenging years in Twin Disc’s 102-year history. As the COVID-19 crisis continues impacting demand across many of our global markets, we are focused on managing the actions that are under our control. Throughout our history we have successfully emerged from challenging industry cycles, and I am confident we will come out of the COVID-19 crisis as a stronger and leaner company that is better positioned to compete within our various markets. Across our global manufacturing and distribution operations, our teams have remained dedicated to delivering quality, craftsmanship and innovation to our worldwide customers. I am proud of the response, hard work and commitment of our global employees during this challenging period.”

 

 

 

Mr. Batten continued: “In response to the COVID-19 crisis and the severe impact the pandemic is having on many of our global markets, we are taking aggressive actions to reduce expenses, while focusing on initiatives that improve Twin Disc’s efficiency, productivity, and cost structure. As a result, we recently announced $7.2 million of annualized expense reductions primarily impacting our domestic operations. Simultaneously, we have pursued strategies to limit the capital requirements of our business, improve manufacturing efficiency, reduce costs, and diversify our geographic footprint and end-market concentration, while enhancing the quality and reliability of Twin Disc’s products. On August 1, 2020, we opened our new manufacturing facility in Lufkin, TX. As this facility ramps up production, we believe it will further improve our manufacturing and logistic capabilities, while concentrating resources closer to many of our end customers.”

 

Gross profit percent for the fiscal 2020 fourth quarter was 23.3%, compared to 22.7% in the fiscal 2019 fourth quarter. The 60 basis point increase in gross profit margin percentage for the fiscal 2020 fourth quarter compared to the fiscal 2019 fourth quarter was primarily due to the positive impact of targeted cost reduction initiatives on certain key products, along with a global focus on cost containment. For the fiscal 2020 full year, gross profit was 22.6%, compared to 29.6% for the fiscal 2019 full year.

 

For the fiscal 2020 fourth quarter, marketing, engineering and administrative (ME&A) expenses decreased $1.2 million to $15.1 million, compared to $16.3 million for the fiscal 2019 fourth quarter. The 7.1% decrease in ME&A expenses in the quarter was primarily due to reduced professional fees ($0.6 million), reduced domestic salaries ($0.4 million), reduced corporate travel ($0.2 million), reduced marketing activities ($0.2 million) and general cost containment actions ($0.3 million). These decreases were partially offset by an increase to amortization expense due to a change in assumptions ($0.5 million). As a percent of revenues, ME&A expenses were 25.5% for the fiscal 2020 fourth quarter, compared to 22.5% for the same period last fiscal year. For the fiscal 2020 full year, ME&A expenses decreased $8.3 million, or (11.6%), to $63.2 million, compared to $71.5 million for the fiscal 2019 full year. As a percent of revenues, for the fiscal 2020 full year, ME&A expenses increased to 25.6%, compared to 23.6% for the fiscal 2019 full year.

 

Twin Disc recorded restructuring charges of $0.2 million in the fiscal 2020 fourth quarter, compared to restructuring charges of $0.4 million in the same period last fiscal year. Restructuring activities during the fiscal 2020 fourth quarter related primarily to cost reduction and productivity actions at the Company’s European operations. For the fiscal 2020 full year, the Company recorded restructuring charges of $5.1 million, compared to $1.2 million for the fiscal 2019 full year.

 

During the fiscal 2020 third quarter, the Company recorded a $27.6 million non-cash goodwill and long-lived asset impairment charge related to the unprecedented uncertainty in the Company’s markets due to the global COVID-19 pandemic, along with an historic decline in oil prices impacting the global energy market.

 

The effective tax rate for fiscal 2020 was 9.5% compared to 25.6% for fiscal 2019. Under the Tax Cuts and Jobs Act, a company is prohibited from recognizing certain foreign global intangible low taxed income (“GILTI”) deductions and credits when in a domestic loss position, but is required to include the foreign GILTI income inclusions. The $5.8 million GILTI inclusion and deemed taxes decreased the fiscal 2020 rate by 2.8%. The Company determined that the carrying value of certain goodwill and intangibles exceeded their fair value and a $27.6 million impairment loss was recorded in the third fiscal quarter, resulting in a decrease to the effective tax rate of 13.3%. Income generated in foreign jurisdictions and other tax preference items also impacted the rate.

 

 

 

Net loss attributable to Twin Disc for the fiscal 2020 fourth quarter was $(1.8 million), or $(0.13) per share, compared to a net loss of $(0.8 million), or $(0.06) per share, for the fiscal 2019 fourth quarter. For the fiscal 2020 full year, net loss attributable to Twin Disc was $(39.8 million), or $(3.03) per diluted share, compared to net income of $10.7 million, or $0.83 per diluted share for the fiscal 2019 full year.

 

Earnings before interest, taxes, depreciation and amortization (EBITDA)* was $1.3 million for the fiscal 2020 fourth quarter, compared to $2.9 million for the fiscal 2019 fourth quarter. For the fiscal 2020 full year, EBITDA was a negative $(30.2 million) compared to EBITDA of $29.9 million for the fiscal 2019 full year.

 

Jeffrey S. Knutson, Vice President – Finance, Chief Financial Officer, Treasurer and Secretary, stated: “Throughout the COVID-19 crisis we have aggressively eliminated expenses and aligned our cost structure with expected sales, while focusing on strengthening our balance sheet and reducing working capital levels. For fiscal year 2020 we generated $9.6 million of cash from operating activities, including $4.3 million of cash from operating activities during the fiscal 2020 fourth quarter. Working capital at June 30, 2020 was $107.2 million, compared to $127.3 million at June 30, 2019. Inventory reduction efforts contributed $5.3 million to this year-over-year improvement. We have deferred all non-essential spending and capital expenditures to conserve cash until the economic environment becomes clearer, and currently expect to invest $7 million to $9 million in capital expenditures during fiscal 2021.”

 

Twin Disc will be hosting a conference call to discuss these results and to answer questions at 11:00 a.m. Eastern Time on Friday, August 7, 2020. To participate in the conference call, please dial 866-548-4713 five to ten minutes before the call is scheduled to begin. A replay will be available from 2:00 p.m. August 7, 2020, until midnight August 14, 2020. The number to hear the teleconference replay is 844-512-2921. The access code for the replay is 7300177.

 

The conference call will also be broadcast live over the Internet. To listen to the call via the Internet, access Twin Disc's website at http://ir.twindisc.com and follow the instructions at the webcast link. The archived webcast will be available shortly after the call on the Company's website.

 

 

 

About Twin Disc, Inc.

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 Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors including those identified in the Company’s most recent periodic report and other filings with the Securities and Exchange Commission. Accordingly, actual results may differ materially from those expressed in the forward-looking statements, and 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. Risk factors also include the effects of the COVID-19 pandemic, and any impact the COVID-19 pandemic may have on the Company’s business operations, as well as its impact on general economic and financial market conditions.

 

*Non-GAAP Financial Disclosures

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.

 

Definition – Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

The sum of, net earnings and adding back provision for income taxes, interest expense, depreciation, and amortization expenses: this is a financial measure of the profit generated excluding the above-mentioned items.

 

--Financial Results Follow--

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (loss) INCOME

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

 

   

Quarter Ended

   

Year Ended

 
   

June 30,

2020

   

June 30,

2019

   

June 30,

2020

   

June 30,

2019

 
                                 

Net sales

  $ 59,376     $ 72,447     $ 246,838     $ 302,663  

Cost of goods sold

    45,564       55,996       191,130       213,022  

Gross profit

    13,812       16,451       55,708       89,641  
                                 

Marketing, engineering and administrative expenses

    15,111       16,272       63,218       71,541  

Restructuring expenses

    237       441       5,138       1,179  

Goodwill and other asset impairment charge

    -       -       27,603       -  

Other operating income

    -       (220 )     -       (1,577 )

(Loss) income from operations

    (1,536 )     (42 )     (40,251 )     18,498  
                                 

Interest expense

    536       344       1,860       1,927  

Other expense, net

    11       456       1,629       2,064  
      547       800       3,489       3,991  

 

(Loss) income before income taxes and noncontrolling interest

    (2,083 )     (842 )     (43,740 )     14,507  

Income tax expense (benefit)

    (447 )     (69 )     (4,169 )     3,711  
                                 

(Loss) income

    (1,636 )     (773 )     (39,571 )     10,796  

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

    (124 )     (49 )     (246 )     (123 )

Net (loss) income attributable to Twin Disc

  $ (1,760 )   $ (822 )   $ (39,817 )   $ 10,673  
                                 

Net (loss) income per share data:

                               

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

  $ (0.13 )   $ (0.06 )   $ (3.03 )   $ 0.84  

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

  $ (0.13 )   $ (0.06 )   $ (3.03 )   $ 0.83  
                                 

Weighted average shares outstanding data:

                               

Basic shares outstanding

    13,175       12,991       13,153       12,571  

Diluted shares outstanding

    13,175       12,991       13,153       12,682  
                                 

Comprehensive income:

                               

Net (loss) income

  $ (1,636 )   $ (773 )   $ (39,571 )   $ 10,796  

Benefit plan adjustments, net of taxes

    (4,373 )     (5,548 )     (1,675 )     (4,121 )

Foreign currency translation adjustment

    1,649       546       (966 )     (2,671 )

Unrealized loss on cash flow hedge, net of taxes

    (16 )     (509 )     (595 )     (509 )

Comprehensive (loss) income

    (4,376 )     (6,284 )     (42,807 )     3,495  

Less: Comprehensive income attributable to noncontrolling interest

    (134 )     (46 )     (266 )     (98 )

 

Comprehensive (loss) income attributable to Twin Disc

  $ (4,510 )   $ (6,330 )   $ (43,073 )   $ 3,397  

 

 

 

Reconciliation of Consolidated net (loss) INCOME to EBITDA

(In thousands; unaudited)

 

 

   

Quarter Ended

   

Year Ended

 
   

June 30,

2020

   

June 30,

2019

   

June 30,

2020

   

June 30,

2019

 

Net (loss) income attributable to Twin Disc

  $ (1,760 )   $ (822 )   $ (39,817 )   $ 10,673  

Interest expense

    536       344       1,860       1,927  

Income taxes

    (447 )     (69 )     (4,169 )     3,711  

Depreciation and amortization

    3,008       3,415       11,925       13,612  

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

  $ 1,337     $ 2,868     $ (30,201 )*   $ 29,923  

 

* Includes $27.6 million impairment charge recorded in the third quarter of fiscal 2020.

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(In thousands; unaudited)

 

 

   

June 30,

   

June 30,

 
   

2020

   

2019

 

ASSETS

               

Current assets:

               

Cash

  $ 10,688     $ 12,362  

Trade accounts receivable, net

    30,682       44,013  

Inventories

    120,607       125,893  

Prepaid expenses

    5,269       11,681  

Other

    6,739       8,420  

Total current assets

    173,985       202,369  
                 

Property, plant and equipment, net

    72,732       71,258  

Goodwill, net

    -       25,954  

Deferred income taxes

    24,445       18,178  

Intangible assets, net

    18,973       25,353  

Other assets

    3,992       3,758  
                 

TOTAL ASSETS

  $ 294,127     $ 346,870  
                 

LIABILITIES AND EQUITY

               

Current liabilities:

               

Short-term borrowings and current maturities of long-term debt

  $ 4,691     $ 2,000  

Accounts payable

    25,663       31,468  

Accrued liabilities

    36,380       41,646  
                 

Total current liabilities

    66,734       75,114  
                 

Long-term debt

    37,896       40,491  

Lease obligations

    13,495       12,646  

Accrued retirement benefits

    27,938       25,878  

Deferred income taxes

    5,501       7,429  

Other long-term liabilities

    2,605       2,494  
                 

Total liabilities

    154,169       164,052  
                 

Twin Disc 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

    42,756       45,047  

Retained earnings

    156,655       196,472  

Accumulated other comprehensive loss

    (41,226 )     (37,971 )
      158,185       203,548  

Less treasury stock, at cost(1,226,809 and 1,392,524 shares, respectively)

    18,796       21,332  
                 

Total Twin Disc shareholders' equity

    139,389       182,216  
                 

Noncontrolling interest

    569       602  

Total equity

    139,958       182,818  
                 

TOTAL LIABILITIES AND EQUITY

  $ 294,127     $ 346,870  

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

 

   

For the Year Ended

 
   

June 30,

2020

   

June 30,

2019

 
                 

Cash flows from operating activities:

               

Net (loss) income

  $ (39,571 )   $ 10,796  

Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities:

               

Depreciation and amortization

    11,925       9,335  

Goodwill and other impairment charge

    27,603       -  

Amortization of inventory fair value step-up

    -       4,277  

Stock compensation expense

    1,158       2,591  

Restructuring of operations

    2,269       -  

Gain on sale of Mill Log

    -       (768 )

Gain on contingent consideration of Veth Propulsion acquisition

    -       (809 )

Provision for deferred income taxes

    (8,072 )     6,846  

Other, net

    258       84  

Net change in operating assets and liabilities

    14,048       (37,813 )

Net cash provided (used) by operating activities

    9,618       (5,461 )
                 

Cash flows from investing activities:

               

Capital expenditures

    (10,699 )     (11,979 )

Acquisition of Veth Propulsion, less cash acquired

    -       (60,195 )

Proceeds from sale of plant assets

    137       239  

Proceeds from sale of Mill Log business

    -       5,158  

Proceeds from life insurance policy

    102       101  

Other, net

    (159 )     (233 )

Net cash used by investing activities

    (10,619 )     (66,909 )
                 

Cash flows from financing activities:

               

Proceeds from issuance of common stock, net

    -       32,210  

Borrowings under long-term debt agreement

    8,200       44,480  

Borrowings under revolving loan agreement

    99,262       147,854  

Repayments under revolving loan agreement

    (105,065 )     (129,548 )

Repayments of long-term borrowings

    (2,241 )     (24,752 )

Payments of withholding taxes on stock compensation

    (913 )     (1,005 )

Dividends paid to noncontrolling interest

    (298 )     (115 )

Proceeds from exercise of stock options

    -       36  

Net cash (used) provided by financing activities

    (1,055 )     69,160  
                 

Effect of exchange rate changes on cash

    382       401  
                 

Net change in cash

    (1,674 )     (2,809 )
                 

Cash:

               

Beginning of year

    12,362       15,171  
                 

End of year

  $ 10,688     $ 12,362