twin20220504_8k.htm
false 0000100378 0000100378 2022-04-29 2022-04-29
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)   May 4, 2022 (April 29, 2022)
 
 
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 third quarter 2022 financial results. The Company's press release dated April 29, 2022 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: May 4, 2022
Twin Disc, Inc.
   
 
/s/ JEFFREY S. KNUTSON
 
Jeffrey S. Knutson
 
Vice President-Finance, Chief Financial
Officer, Treasurer & Secretary
 
 
ex_370879.htm

Exhibit 99.1

 

 
https://cdn.kscope.io/194bbe4383bb1f46963b231aaf581431-logo01.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 2022

THIRD QUARTER FINANCIAL RESULTS

●    Third quarter sales up 2.9% year-over-year

●    Gross margin increased 560 basis points year-over-year to 29.8%

    Six-month backlog of $108.9 million at March 25, 2022, up 10.1% since December 31, 2021

●    Management remains optimistic recovery is underway as order rates and demand improve

 

RACINE, WISCONSIN — April 29, 2022 — Twin Disc, Inc. (NASDAQ: TWIN), today reported financial results for the fiscal 2022 third quarter and nine months ended March 25, 2022.

 

Sales for the fiscal 2022 third quarter were $59.3 million, compared to $57.6 million for the same period last year. The 2.9% increase in fiscal 2022 third quarter net 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. The positive impact of improving market conditions was partially offset by global supply chain challenges, which continued to limit sales growth during both the fiscal 2022 third quarter and nine-months. Foreign currency exchange had a $3.0 million negative impact on fiscal 2022 third quarter sales and a $3.5 million negative impact on fiscal 2022 year-to-date sales. Year-to-date sales increased 9.6% to $166.9 million, compared to $152.4 million for the fiscal 2021 nine-months.

 

John H. Batten, President and Chief Executive Officer, commented: “I am pleased with the progress we made during the third quarter and the positive momentum underway across many aspects of our business and global markets. Throughout the quarter, our teams worked with our suppliers and customers to navigate tight raw material supply conditions. As expected, our third quarter financial results also reflect the benefits of our recent pricing initiatives and multi-year strategies focused on improving our global cost structure, which combined with a more profitable mix of sales, drove third quarter gross margin to the highest level in three fiscal years. We remain focused on pursuing initiatives that further diversify our geographic and end markets, while maintaining compelling levels of profitability through an efficient and asset-light operating model, and investing in R&D programs that drive long-term growth and innovation.”

 

“Our six-month backlog at March 25, 2022, was $108.9 million, compared to $70.3 million at June 30, 2021, and $98.9 million at December 31, 2021. The 10.1% sequential increase was due to strong orders and demand trends across many of our global markets. Growth in our backlog also reflects shipping, logistics, and production delays, which impacted the timing of shipments during the third quarter. Aftermarket sales to North American pressure pumping customers remains strong, which we believe indicates a growing investment cycle over the coming quarters within the North American pressure pumping market. In addition, we are experiencing higher global demand for our pressure pumping transmission systems, most notably our 7600 series transmission systems for use in the Chinese oil and gas market. We expect fiscal 2022 to be a strong year of sales growth and profitability as we benefit from the strategies we are pursuing to create long-term and sustainable value for our customers, team members, and shareholders.”

 

 

 

Gross profit percent for the fiscal 2022 third quarter was 29.8%, compared to 24.2% for the same period last year. The 560-basis point year-over-year increase in gross profit margin percentage was primarily due to improved efficiencies, prudent selling price adjustments to offset higher raw material prices, and a more profitable mix of sales. Year-to-date, gross margin was 26.7% compared to 21.4% for the fiscal 2021 nine months.

 

For the fiscal 2022 third quarter, marketing, engineering and administrative (ME&A) expenses increased by $1.2 million to $14.4 million, compared to $13.2 million for the fiscal 2021 third quarter. The 9.1% increase in ME&A expenses in the quarter was primarily due to the accrual for the global bonus program ($0.8 million), professional fees ($0.3 million), increased travel ($0.2 million) and other net spending increases of $1.0 million. These increases were partially offset by a Dutch COVID relief subsidy recorded in the quarter, which reduced ME&A expense by $0.7 million and a currency impact of $0.4 million. As a percent of revenues, ME&A expenses were 24.3% for the fiscal 2022 third quarter, compared to 22.9% for the same period last fiscal year. Year-to-date, ME&A expenses were $42.8 million, compared to $39.0 million for the fiscal 2021 nine-month period. As a percent of revenues, ME&A expenses were 25.6% for both the fiscal 2022 and 2021 nine-month periods.

 

The Company incurred restructuring charges of approximately $1.5 million during the fiscal 2022 nine-month period, which includes $0.3 million during the fiscal 2022 third quarter. Year-to-date restructuring expenses have been primarily associated with the final negotiated settlement related to the Belgian restructuring program announced in June 2021. The total cost of this program is now estimated at $3.3 million, and the Company anticipates annual pre-tax savings of approximately $1.6 million upon completion of this program.

 

During the fiscal 2022 first quarter, Twin Disc completed a sale leaseback of its Rolla production facility in Switzerland for net proceeds of $9.1 million, which resulted in a gain of $2.9 million and was recorded in other operating income.

 

For the fiscal 2022 third quarter and nine-month period, Twin Disc recorded other income of $0.5 million and $0.6 million, respectively, primarily attributable to translation gains related to Euro denominated liabilities. For the fiscal 2021 third quarter and nine-month period, Twin Disc recorded other income of $0.6 million and other expenses of $2.3 million, respectively, also attributable to exchange rate movements related to Euro denominated liabilities.

 

For the nine months ended March 25, 2022, and March 26, 2021, the Company’s effective income tax rate was 76.5% and 28.9%, respectively. The current year rate was impacted by the fact that the domestic entity recognized a full valuation allowance in the fourth quarter of fiscal 2021, resulting in no tax benefits being recognized for current domestic losses.

 

Net income attributable to Twin Disc for the fiscal 2022 third quarter was $2.2 million, or $0.17 per diluted share, compared to net income attributable to Twin Disc of $94,000, or $0.01 per diluted share, for the fiscal 2021 third quarter. Year-to-date, net income attributable to Twin Disc was $0.3 million, or $0.02 per diluted share, compared to a net loss attributable to Twin Disc of $(8.2 million), or $(0.62) per diluted share for the fiscal 2021 nine-month period.

 

 

 

Earnings before interest, taxes, depreciation and amortization (EBITDA)* were $5.8 million for the fiscal 2022 third quarter, compared to $3.8 million for the fiscal 2021 third quarter. For the fiscal 2022 nine-month period, EBITDA was $11.0 million, compared to a loss of $(1.3 million) for the fiscal 2021 comparable period.

 

Jeffrey S. Knutson, Vice President – Finance, Chief Financial Officer, Treasurer and Secretary stated, “While we remain focused on controlling inventory and working capital levels, inventories increased 5.8% over the past three months as we support recent order growth and navigate global supply chain and logistic challenges. With total debt, net of cash, of $21.2 million and a $12.3 million year-over-year improvement in year-to-date EBITDA results, we believe we have the financial flexibility to support our long-term growth initiatives. We also continue to make progress creating a more asset-light business model and, during the third quarter signed an agreement to sell our corporate headquarters for approximately $3.3 million. We believe this transaction will close during our fiscal 2023 first quarter, and we expect to save $0.7 million in annual expenses. We also continue to invest in modernizing our global facilities, which includes adding resources and capabilities to our Lufkin manufacturing facility. We plan to invest approximately $5 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 April 29, 2022. To participate in the conference call, please dial
877-407-9039 five to ten minutes before the call is scheduled to begin. A replay will be available from 2:00 p.m. Eastern Time April 29, 2022, until midnight May 6, 2022. The number to hear the teleconference replay is 844-512-2921. The access code for the replay is 13727780.

 

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 web cast 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)

Net earnings or loss excluding interest expense, the provision or benefit for income taxes, 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 INCOME (LOSS)

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

 

   

For the Quarter Ended

   

For the Three Quarters Ended

 
   

March 25,

2022

   

March 26,

2021

   

March 25,

2022

   

March 26,

2021

 
                                 

Net sales

  $ 59,289     $ 57,640     $ 166,939     $ 152,377  

Cost of goods sold

    41,598       43,678       122,319       119,835  

Gross profit

    17,691       13,962       44,620       32,542  
                                 

Marketing, engineering and administrative expenses

    14,396       13,196       42,753       39,000  

Restructuring expenses

    303       251       1,542       777  

Other operating income

    (63 )     -       (2,957 )     -  

Income (loss) from operations

    3,055       515       3,282       (7,235 )

Interest expense

    490       606       1,594       1,769  

Other (income) expense, net

    (498 )     (557 )     (608 )     2,314  

Income (loss) before income taxes and noncontrolling interest

    3,063       466       2,296       (11,318 )

Income tax expense (benefit)

    753       300       1,757       (3,267 )
                                 

Net income (loss)

    2,310       166       539       (8,051 )

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

    (80 )     (72 )     (223 )     (147 )

Net income (loss) attributable to Twin Disc

  $ 2,231     $ 94     $ 316     $ (8,198 )
                                 

Earnings (loss) per share data:

                               

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

  $ 0.17     $ 0.01     $ 0.02     $ (0.62 )

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

  $ 0.17     $ 0.01     $ 0.02     $ (0.62 )
                                 

Weighted average shares outstanding data:

                               

Basic

    13,397       13,269       13,339       13,240  

Diluted

    13,457       13,295       13,373       13,240  
                                 

Comprehensive income (loss):

                               

Net income (loss)

  $ 2,310     $ 166     $ 539     $ (8,051 )

Benefit plan adjustments, net of taxes of $4, $177, $4, and $529, respectively

    505       583       1,512       1,691  

Foreign currency translation adjustment

    (2,680 )     (3,008 )     (6,359 )     5,503  

Unrealized gain on cash flow hedge, net of income taxes of $0,$60, $0, and $115, respectively

    810       193       1,748       372  

Comprehensive income (loss)

    945       (2,066 )     (2,560 )     (485 )

Less: Comprehensive income (loss) attributable to noncontrolling interest

    38       (34 )     235       (133 )

Comprehensive income (loss) attributable to Twin Disc

  $ 983     $ (2,100 )   $ (2,325 )   $ (618 )

 

 

 

RECONCILIATION OF CONSOLIDATED NET INCOME (LOSS) TO EBITDA

(In thousands; unaudited)

 

   

For the Quarter Ended

   

For the Three Quarters Ended

 
   

March 25,

2022

   

March 26,

2021

   

March 25,

2022

   

March 26,

2021

 

Net income (loss) attributable to Twin Disc

  $ 2,231     $ 94     $ 316     $ (8,198 )

Interest expense

    490       606       1,594       1,769  

Income taxes

    753       300       1,757       (3,267 )

Depreciation and amortization

    2,306       2,843       7,317       8,366  

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

  $ 5,780     $ 3,843     $ 10,984     $ (1,330 )

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands; except share amounts, unaudited)

 

   

March 25,

   

June 30,

 
   

2022

   

2021

 

ASSETS

               

Current assets:

               

Cash

    12,825     $ 12,340  

Trade accounts receivable, net

    38,977       39,491  

Inventories

    131,080       114,967  

Assets held for sale

    3,082       9,539  

Prepaid expenses

    6,984       5,704  

Other

    8,447       9,926  
                 

Total current assets

    201,395       191,967  
                 

Property, plant and equipment, net

    42,753       45,463  

Right-of-use assets operating leases

    13,692       14,736  

Intangible assets, net

    13,944       17,480  

Deferred income taxes

    2,258       2,511  

Other assets

    3,682       3,256  
                 

TOTAL ASSETS

  $ 277,724     $ 275,413  
                 

LIABILITIES AND EQUITY

               

Current liabilities:

               

Current maturities of long-term debt

  $ 2,000     $ 2,000  

Accounts payable

    34,195       31,011  

Accrued liabilities

    48,779       45,549  
                 

Total current liabilities

    84,974       78,560  
                 

Long-term debt

    32,069       30,085  

Lease obligations

    11,543       12,887  

Accrued retirement benefits

    10,065       11,176  

Deferred income taxes

    3,959       5,045  

Other long-term liabilities

    5,659       7,000  
                 

Total liabilities

    148,269       144,753  
                 

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

    42,048       40,972  

Retained earnings

    127,251       126,936  

Accumulated other comprehensive loss

    (25,724 )     (22,615 )
      143,575       145,293  

Less treasury stock, at cost (965,987 and 984,139 shares, respectively)

    14,805       15,083  
                 

Total Twin Disc shareholders' equity

    128,770       130,210  
                 

Noncontrolling interest

    685       450  

Total equity

    129,455       130,660  
                 

TOTAL LIABILITIES AND EQUITY

  $ 277,724     $ 275,413  

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands; unaudited)

 

   

For the Three Quarters Ended

 
   

March 25,

2022

   

March 26,

2021

 
                 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income (loss)

  $ 539     $ (8,051 )

Adjustments to reconcile net income (loss) to net cash (used) provided by operating activities, net of acquired assets:

               

Depreciation and amortization

    7,317       8,366  

Gain on sale of assets

    (2,939 )     -  

Restructuring expenses

    (487 )     215  

Provision for deferred income taxes

    (1,383 )     (6,052 )

Stock compensation expense and other non-cash charges, net

    2,642       1,934  

Net change in operating assets and liabilities

    (12,912 )     8,603  
                 

Net cash (used) provided by operating activities

    (7,223 )     5,015  
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Acquisition of fixed assets

    (2,371 )     (3,851 )

Proceeds from sale of fixed assets

    9,152       76  

Proceeds on note receivable

    500       700  

Other, net

    465       (18 )
                 

Net cash provided (used) by investing activities

    7,746       (3,093 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Borrowings under revolving loan agreement

    78,142       56,463  

Repayments of revolver loans

    (73,192 )     (58,497 )

Repayments of other long-term debt

    (2,789 )     (411 )

Payments of withholding taxes on stock compensation

    (487 )     (224 )
                 

Net cash provided (used) by financing activities

    1,674       (2,669 )
                 

Effect of exchange rate changes on cash

    (1,712 )     1,653  
                 

Net change in cash

    485       906  
                 

Cash:

               

Beginning of period

    12,340       10,688  
                 

End of period

  $ 12,825     $ 11,594  

 

 

####