twin20210812_8k.htm
false 0000100378 0000100378 2021-08-13 2021-08-13
 
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) August 13, 2021
 
 
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
 

 
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 fourth quarter 2021 financial results. The Company's press release dated August 13, 2021 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
 
(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: August 13, 2021
Twin Disc, Inc.
   
 
/s/ JEFFREY S. KNUTSON
 
Jeffrey S. Knutson
 
Vice President-Finance, Chief Financial
Officer, Treasurer & Secretary
 
 
ex_275501.htm

Exhibit 99.1

 

 
https://cdn.kscope.io/cc906e84e63aa8e8d512610648c280d0-logo.jpg
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 2021

FOURTH QUARTER FINANCIAL RESULTS

 

●     Fourth quarter sales up 11.5% year-over-year

●     Fourth quarter gross profit percent improved 440-basis points year-over-year

●     Strong operating cash flow and improving profitability drives net debt to lowest level in three years

●     Restructuring actions in the quarter to drive approximately $2 million of annualized savings

●     Management optimistic recovery is underway

 

RACINE, WISCONSIN — August 13, 2021 — Twin Disc, Inc. (NASDAQ: TWIN), today reported financial results for the fiscal 2021 fourth quarter ended June 30, 2021.

 

Sales for the fiscal 2021 fourth quarter were $66.2 million, compared to $59.4 million for the same period last year, and $57.6 million for the fiscal 2021 third quarter. The 11.5% year-over-year increase in 2021 fourth quarter sales was primarily due to improving demand within the Company’s global oil and gas, industrial and marine markets compared to the same period last fiscal year. For the fiscal 2021 full year, sales were $218.6 million, compared to $246.8 million for fiscal 2020. The year-over-year decline was primarily driven by the global economic impact of the COVID-19 pandemic. Foreign currency exchange had a $4.1 million favorable impact on fiscal 2021 fourth quarter sales and an $11.6 million favorable impact on fiscal 2021 year-to-date sales.

 

John H. Batten, Chief Executive Officer, commented: “Solid fourth quarter sales growth and improving gross profit is encouraging and reflects the significant actions we have undertaken to expand our financial and operating performance. Throughout the year, we focused on investing in our operations, supporting new product development, modernizing our business, and realigning our cost structure. Our Lufkin, Texas operation opened during the year, which improved manufacturing efficiencies and enhanced our position with new and existing industrial customers, as we focus on growing this important segment of our business. We leveraged our leading control systems and mechanical expertise to develop new hybrid and electric products for marine and industrial applications. During the fourth quarter, initial orders were received from a marine customer and an industrial customer, and we are excited by the long-term potential within these developing markets. Finally, we continued to focus on strategies that modernize our global facilities and realign our cost structure. During the fourth quarter, we announced a restructuring action at our Belgium operation, which combined with other restructuring actions, will produce estimated annual savings of approximately $2.0 million once completed in fiscal 2022.”

 

 

 

“Our six-month backlog at June 30, 2021, was $70.3 million, compared to $71.4 million at March 26, 2021, and $66.6 million at June 30, 2020. While our six-month backlog is down slightly over the past three months, our total backlog during this period is up 11% which we believe indicates strengthening underlying trends across our global markets. We ended the year with a strong backlog at our Veth Propulsion subsidiary, driven by robust power control and thruster orders from North American and European marine customers. In addition, we continue experiencing improving global demand for our oil and gas transmission systems and after-market components.”

 

“We believe Twin Disc is emerging from the COVID-19 crisis better positioned to drive profitable growth and increase market share, and we are optimistic a recovery is underway across many of our global markets despite industry-wide supply chain and labor constraints. On behalf of everyone at the Company, I appreciate the support of our customers, employees, and shareholders throughout the COVID-19 crisis,” concluded Mr. Batten.

 

Gross profit percent for the fiscal 2021 fourth quarter was 27.7%, compared to 23.3% in the fiscal 2020 fourth quarter. The 440-basis point increase in gross profit margin percentage for the fiscal 2021 fourth quarter compared to the fiscal 2020 fourth quarter, was primarily due to higher, more profitable sales, the positive outcomes of targeted cost reduction initiatives and the favorable impact of the Employee Retention Credit (“ERC”), a COVID-19 relief program of the U.S. government, recorded in the quarter ($1.2 million). For the fiscal 2021 full year, gross profit was 23.3%, compared to 22.6% for the fiscal 2020 full year.

 

For the fiscal 2021 fourth quarter, marketing, engineering and administrative (ME&A) expenses increased $1.6 million to $16.7 million, compared to $15.1 million for the fiscal 2020 fourth quarter. The 10.8% increase in ME&A expenses in the quarter was primarily due to the partial achievement of global incentive metrics resulting in bonus expense ($2.6 million) and a positive currency translation impact ($0.7 million). These increases were partially offset by the impact of the ERC ($0.6 million) and ongoing focus on cost containment. For the fiscal 2021 full year, ME&A expenses decreased $7.5 million, or 11.8%, to $55.7 million, compared to $63.2 million for the fiscal 2020 full year. As a percent of revenues, for the fiscal 2021 full year, ME&A expenses improved 10 basis points to 25.5%, compared to 25.6% for the fiscal 2020 full year.

 

Twin Disc recorded restructuring charges of $6.6 million in the fiscal 2021 fourth quarter, compared to restructuring charges of $0.2 million in the same period last fiscal year. Restructuring activities during the fiscal 2021 fourth quarter included a $2.3 million provision for a previously announced restructuring program at the Company’s Belgian operation, as well as a $4.3 million impairment to write down the value of the Company’s Racine, Wisconsin corporate office, which is currently held for sale. For the fiscal 2021 full year, the Company recorded restructuring charges of $7.4 million, compared to $5.1 million for the fiscal 2020 full year.

 

During the fiscal 2021 fourth quarter, Twin Disc received full forgiveness of the Company’s Small Business Administration Paycheck Protection Program (“PPP”) loan in the amount of approximately $8.2 million, which was received pursuant to the Coronavirus Aid, Relief and Economic Security Act. This amount is reflected as income from extinguishment of loan in the consolidated statement of operations.

 

 

 

The effective tax rate for fiscal year 2021 was -110.4% compared to 9.5% for fiscal year 2020. During the current fiscal year, the Company received full forgiveness of its PPP loan which resulted in an increase to the effective tax rate of 17.5%. In the prior year the Company determined that the carrying value of certain goodwill and intangibles exceeded the fair value and a $27.6 million impairment loss was calculated which resulted in a decrease to the prior fiscal year effective tax rate of 13.8%. During the current fiscal year, the Company was able to take advantage of the newly enacted high tax exception regulations. The Company filed its federal tax return utilizing this exception and had no GILTI inclusion increasing the current rate by 12%. Due to continued historical domestic losses and uncertain future domestic earnings, the Company recognized a full domestic valuation allowance reducing the effective tax rate by 158.6%.

 

Net loss attributable to Twin Disc for the fiscal 2021 fourth quarter was $(12.7 million), or $(0.96) per diluted share, compared to a net loss of $(1.8 million), or $(0.13) per diluted share, for the fiscal 2020 fourth quarter. For the fiscal 2021 full year, net loss attributable to Twin Disc was $(20.9 million), or $(1.58) per diluted share, compared to net loss of $(39.8 million), or $(3.03) per diluted share for the fiscal 2020 full year.

 

Earnings before interest, taxes, depreciation and amortization (EBITDA)* was $4.9 million for the fiscal 2021 fourth quarter, compared to $1.3 million for the fiscal 2020 fourth quarter. For the fiscal 2021 full year, EBITDA was $3.6 million compared to EBITDA of $(30.2 million) for the fiscal 2020 full year.

 

Jeffrey S. Knutson, Vice President – Finance, Chief Financial Officer, Treasurer and Secretary stated, “We ended fiscal 2021 with net debt of $19.7 million, representing the lowest net debt level in three years, as a result of the successful forgiveness of our PPP loan, strong operating cash flow, and our strategic focus on strengthening our balance sheet. In addition, I am pleased with the continued improvement in inventory levels, and we believe we are well positioned to further reduce inventories as fiscal 2022 progresses and many of our global markets recover. After controlling investments throughout the COVID-19 crisis, we are planning to increase capital expenditures during fiscal 2022 and expect to invest $10 million to $12 million in capital expenditures during fiscal 2022.”

 

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 13, 2021. To participate in the conference call, please dial 800-263-0877 five to ten minutes before the call is scheduled to begin. A replay will be available from 2:00 p.m. August 13, 2021, until midnight August 20, 2021. The number to hear the teleconference replay is 844-512-2921. The access code for the replay is 7124600.

 

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

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

 

   

Quarter Ended

   

Year Ended

 
   

June 30,

2021

   

June 30,

2020

   

June 30,

2021

   

June 30,

2020

 
                                 

Net sales

  $ 66,204     $ 59,376     $ 218,581     $ 246,838  

Cost of goods sold

    47,889       45,564       167,724       191,130  

Gross profit

    18,315       13,812       50,857       55,708  
                                 

Marketing, engineering, and administrative expenses

    16,750       15,111       55,750       63,218  

Restructuring expenses

    6,600       237       7,377       5,138  

Goodwill and other asset impairment charge

    -       -       -       27,603  
                                 

Loss from operations

    (5,035 )     (1,536 )     (12,270 )     (40,251 )

Interest expense

    (588 )     (536 )     (2,358 )     (1,860 )

Income from extinguishment of loan

    8,200       -       8,200       -  

Other (expense), net

    (1,097 )     (11 )     (3,411 )     (1,629 )
      6,515       (547 )     2,431       (3,489 )
                                 

Income (loss) before income taxes and noncontrolling interest

    1,480       (2,083 )     (9,839 )     (43,740 )

Income tax expense (benefit)

    14,127       (447 )     10,859       (4,169 )
                                 

Net loss

    (12,647 )     (1,636 )     (20,698 )     (39,571 )

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

    (53 )     (124 )     (200 )     (246 )

Net loss attributable to Twin Disc

  $ (12,700 )   $ (1,760 )   $ (20,898 )   $ (39,817 )
                                 

Loss per share data:

                               

Basic loss per share attributable to Twin Disc common shareholders

  $ (0.96 )   $ (0.13 )   $ (1.58 )   $ (3.03 )

Diluted loss per share attributable to Twin Disc common shareholders

  $ (0.96 )   $ (0.13 )   $ (1.58 )   $ (3.03 )
                                 

Weighted average shares outstanding data:

                               

Basic shares outstanding

    13,270       13,175       13,247       13,153  

Diluted shares outstanding

    13,270       13,175       13,247       13,153  
                                 

Comprehensive loss:

                               

Net loss

  $ (12,647 )   $ (1,636 )   $ (20,698 )   $ (39,571 )

Foreign currency translation adjustment

    137       1,649       5,639       (966 )

Benefit plan adjustments, net of income taxes of $108, ($1,358), $112 and ($530), respectively

    1,600       (4,373 )     3,292       (1,675 )

Unrealized gain (loss) on hedges, net of income taxes of $0, ($7), $0 and ($185), respectively

    388       (16 )     760       (595 )

Comprehensive loss

    (10,522 )     (4,376 )     (11,007 )     (42,807 )

Less: Comprehensive (loss) income attributable to noncontrolling interest

    32       (134 )     (101 )     (266 )

Comprehensive loss attributable to Twin Disc

  $ (10,490 )     (4,510 )   $ (11,108 )   $ (43,073 )

 

 

 

 

RECONCILIATION OF CONSOLIDATED NET LOSS TO EBITDA

(In thousands; unaudited)

 

   

Quarter Ended

   

Year Ended

 
   

June 30,

2021(1)

   

June 30,

2020

   

June 30,

2021(2)

   

June 30,

2020(3)

 

Net loss attributable to Twin Disc

  $ (12,700 )   $ (1,760 )   $ (20,898 )   $ (39,817 )

Interest expense

    588       536       2,358       1,860  

Income taxes

    14,127       (447 )     10,859       (4,169 )

Depreciation and amortization

    2,877       3,008       11,243       11,925  

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

  $ 4,892     $ 1,337     $ 3,562     $ (30,201 )

 

 

(1) Includes restructuring charges of $6.6 million, and an $8.2 million benefit from the PPP forgiveness

(2) Includes restructuring charges of $7.4 million, and an $8.2 million benefit from the PPP forgiveness

(3) Includes restructuring charges of $5.1 million, and a $27.6 million impairment charge recorded in the third quarter of fiscal 2020.

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(In thousands; unaudited)

 

 

   

June 30,

   

June 30,

 
   

2021

   

2020

 

ASSETS

               

Current assets:

               

Cash

  $ 12,340     $ 10,688  

Trade accounts receivable, net

    39.491       30,682  

Inventories

    114,967       120,607  

Prepaid expenses

    5,704       5,269  

Assets held for sale

    9,539       -  

Other

    9,926       6,739  

Total current assets

    191,967       173,985  
                 

Property, plant and equipment, net

    45,463       58,284  

Right-of-use assets operating leases

    14,736       14,448  

Intangible assets, net

    17,480       18,973  

Deferred income taxes

    2,511       24,445  

Other assets

    3,256       3,992  
                 

TOTAL ASSETS

  $ 275,413     $ 294,127  
                 

LIABILITIES AND EQUITY

               

Current liabilities:

               

Current maturities of long-term debt

  $ 2,000     $ 4,691  

Accounts payable

    31,011       25,663  

Accrued liabilities

    45,549       36,380  
                 

Total current liabilities

    78,560       66,734  
                 

Long-term debt

    30,085       37,896  

Lease obligations

    12,887       12,738  

Accrued retirement benefits

    11,176       27,938  

Deferred income taxes

    5,045       5,501  

Other long-term liabilities

    7,000       3,362  
                 

Total liabilities

    144,753       154,169  
                 

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

    40,972       42,756  

Retained earnings

    135,757       156,655  

Accumulated other comprehensive loss

    (31,436 )     (41,226 )
      145,293       158,185  

Less treasury stock, at cost (984,139 and 1,226,809 shares, respectively)

    15,083       18,796  
                 

Total Twin Disc shareholders' equity

    130,210       139,389  
                 

Noncontrolling interest

    450       569  

Total equity

    130,660       139,958  
                 

TOTAL LIABILITIES AND EQUITY

  $ 275,413     $ 294,127  

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)

 

   

For the Year Ended

 
   

June 30,

2021

   

June 30,

2020

 
                 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net loss

  $ (20,698 )   $ (39,571 )

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

               

Depreciation and amortization

    11,243       11,925  

Gain on extinguishment of loan

    (8,200 )     -  

Restructuring of operations

    6,619       2,269  

Stock compensation expense

    2,154       1,158  

Provision for deferred income taxes

    8,834       (8,072 )

Goodwill and other impairment charge

    -       27,603  

Other, net

    798       258  

Net change in operating assets and liabilities

    5,778       13,548  

Net cash provided by operating activities

    6,528       9,118  
                 

CASH FLOWS FROM INVESTING ACTIVITIES, NET OF ACQUIRED BUSINESS:

               

Capital expenditures

    (4,464 )     (10,699 )

Proceeds on note receivable

    1,500       500  

Proceeds from sale of plant assets

    102       137  

Proceeds from life insurance policy

    253       102  

Other, net

    (133 )     (159 )

Net cash used by investing activities

    (2,742 )     (10,119 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Borrowings under long-term debt agreement

    -       8,200  

Borrowings under revolving loan agreement

    76,335       99,262  

Repayments under revolving loan agreement

    (78,370 )     (105,065 )

Repayments of long-term borrowings

    (1,838 )     (2,241 )

Payments of withholding taxes on stock compensation

    (224 )     (913 )

Dividends paid to noncontrolling interest

    (220 )     (298 )

Net cash used provided by financing activities

    (4,317 )     (1,055 )
                 

Effect of exchange rate changes on cash

    2,183       382  
                 

Net change in cash

    1,652       (1,674 )
                 

Cash:

               

Beginning of year

    10,688       12,362  
                 

End of year

  $ 12,340     $ 10,688