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Mail Stop 0306
May 18, 2005
Via Facsimile and U.S. Mail
Mr. Christopher J. Eperjesy
Chief Financial Officer
Twin Disc Incorporated
1328 Racine Street
Racine, Wisconsin 53403
Re: Twin Disc Incorporated
Form 10-K for the fiscal year ended June 30, 2004
Forms 10-Q for the fiscal quarters ended September 30,
2004, December 31, 2004, and March 31, 2005
SEC File No. 1-07635
Dear Mr. Eperjesy:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
filings
in response to these comments. If you disagree, we will consider
your explanation as to why our comments are inapplicable or a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the Fiscal Year Ended June 30, 2004
Consolidated Financial Statements - Page 23
Revenue Recognition - Page 21
1. Please tell us and revise future filings to disclose how you
recognize revenue. That is, in addition to your current disclosure
regarding general revenue recognition criteria, you should explain
how those criteria specifically apply to the company in
determining
the timing and amount of revenue to recognize.
Note R. Contingencies - Page 37
2. We note in your legal proceedings disclosure on page 3 that you
are a defendant in several product liability suits and these
claims
are "either adequately covered by appropriate liability insurance"
or
deemed not material. If material, please amend to include all of
the
disclosures required by SAB Topic 5Y concerning product liability
claims. Otherwise, please provide these disclosures in future
filings
or tell us why the disclosures are not required.
3. Please note that it is generally not appropriate to offset a
claim
for recovery that is probable of realization against a probable
contingent liability because the conditions for offsetting
specified
in FIN 39 are not met. Please tell us whether or not you record
accruals related to contingent liabilities based on the guidance
in
SFAS 5 on a gross basis before consideration of any insurance
proceeds.
4. A statement that the contingency is not expected to be material
does not satisfy the requirements of paragraph 10 of SFAS 5 if
there
is at least a reasonable possibility that a loss exceeding amounts
already recognized may have been incurred and the amount of that
additional loss would be material to a decision to buy or sell the
registrant`s securities. In that case, you should either (a)
disclose
the estimated additional loss, or range of loss, that is
reasonably
possible, or (b) state that such an estimate cannot be made. See
SFAS
5 and SAB Topic 5:Y. Please revise future filings to comply.
Exhibits 31a and 31b
5. We note that the certifications filed as Exhibits 31a and 31b
to
your Form 10-K were not in the proper form. The required
certifications must be in the exact form prescribed; the wording
of
the required certifications may not be changed in any respect.
Refer
to Part II.B.4 of Release No. 8124. Accordingly, please file an
amendment to your Form 10-K that includes the entire filing
together
with the certifications of each of your current CEO and CFO in the
form currently set forth in Item 601(b)(31) of Regulation S-K.
Please
similarly revise your September 30, 2004, December 31, 2004 and
March
31, 2005 Forms 10-Q.
Form 10-Q for the quarter ended September 30, 2004
Item 4. Controls and Procedures - Page 9
6. We note your disclosure that your chief executive officer and
chief financial officer have evaluated your disclosure controls
and
procedures as of a date within 90 days before the filing date of
your
quarterly report. Please amend your filing to disclose
management`s
conclusion regarding the effectiveness of your disclosure controls
and procedures as of the end of the period covered by the annual
report. Refer to Item 307 of Regulation S-K and Part III.F of
Management`s Reports on Internal Control Over Financial Reporting
and
Certification of Disclosure in Exchange Act Periodic Reports,
Release
No. 33-8238, available on our website at
www.sec.gov/rules/final/33-
8238.htm. Please similarly revise your December 31, 2004 and March
31, 2005 Forms 10-Q.
7. We note your disclosure that "there were no significant changes
in
the Company`s internal controls for financial
reporting....subsequent
to the date of such evaluation." Please revise your disclosure
concerning changes in your internal control over financial
reporting
to also indicate whether there was any change in your internal
control over financial reporting that occurred during the fiscal
quarter that has materially affected or is reasonably likely to
materially affect your internal control over financial reporting,
as
required by Item 308(c) of Regulation S-K as amended effective
August
13, 2003. Please similarly revise your December 31, 2004 and March
31, 2005 Forms 10-Q.
* * * *
As appropriate, please amend your June 30, 2004 10-K,
September
30, 2004 10-Q, December 31, 2004 10-Q and March 31, 2005 10-Q and
respond to these comments within 10 business days or tell us when
you
will provide us with a response. Please furnish a cover letter
that
keys your response to our comments and provides any requested
supplemental information. Detailed cover letters greatly
facilitate
our review. Please file your cover letter on EDGAR. Please
understand that we may have additional comments after reviewing
your
response to our comment.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Heather Tress, Staff Accountant, at (202)
551-
3624 or me at (202) 551-3604 if you have questions regarding
comments
on the financial statements and related matters. In this regard,
do
not hesitate to contact Michele Gohlke, Accounting Branch Chief,
at
(202) 551-3327.
Sincerely,
Kate Tillan
Assistant Chief Accountant
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Mr. Christopher J. Eperjesy
Twin Disc Incorporated
May 18, 2005
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