twin20240429_8k.htm
false 0000100378 0000100378 2024-04-30 2024-04-30
 
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) April 30, 2024
 
 
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.)
 
 
222 East Erie Street, Suite 400         Milwaukee, Wisconsin 53202
 
(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 2024 financial results. The Company's press release dated April 30, 2024 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. Certain risks regarding the Company’s forward-looking statement are discussed in the Company’s filings with the Securities and Exchange Commission, including an extensive discussion of these risks in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023. 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: April 30, 2024
Twin Disc, Inc.
   
 
/s/ JEFFREY S. KNUTSON
 
Jeffrey S. Knutson
 
Vice President-Finance, Chief Financial Officer, Treasurer & Secretary
 
 
ex_663149.htm

Exhibit 99.1

 

 

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Twin Disc Announces Third Quarter Results

 

 

MILWAUKEE, Wis., April 30, 2024 (GLOBE NEWSWIRE) -- Twin Disc, Inc. (NASDAQ: TWIN), today reported results for the fiscal 2024 third quarter ended March 29, 2024.

 

Fiscal Third Quarter 2024 Highlights

•  Sales increased 50 basis points year-over-year to $74.2 million

•  Gross margin of 28.2%, expanded 210 basis points on a year-over-year basis

•  Net income attributable to Twin Disc was $3.8 million and EBITDA* of $7.0 million

•  Robust operating cash flow year to date of $22.3 million  compared to $6.9 million in the year-ago period

•  Free cash flow* year to date of $14.7 million compared to breakeven in the year-ago period

•  Solid six-month backlog of $130.5 million bolstered by healthy ongoing demand

 

CEO Perspective

 

“We continued our trend of solid performance in the third quarter as we captured healthy end market demand in an evolving environment. Through our focus on operational discipline and working capital management, we delivered margin expansion, strong EBITDA generation, and impressive free cash generation despite lingering macroeconomic headwinds. Critically, these results highlight the impact of improvements we have made throughout our business in recent years, which we expect to serve as a tailwind well into the future,” commented John H. Batten, President and Chief Executive Officer of Twin Disc. “We are also pleased to have announced an agreement to acquire Katsa Oy earlier in the quarter, which will expand our global footprint and broaden our offerings within the industrial, marine and hybrid/electrification space. With our strong balance sheet and flexible financial profile, we will continue to explore similar opportunities to drive sustainable growth for Twin Disc while enabling long-term value creation for our stakeholders.”

 

Third Quarter Results

 

Sales for the fiscal 2024 third quarter increased 50 basis points year-over-year to $74.2 million, driven by continued demand for the Company’s Marine and Propulsion Systems market and favorable product mix. The Company saw total sales increase in Europe, decrease in North America, and remain flat in Asia-Pacific.

 

 

Sales by product group:

 

Product Group

 

 

   

 

   

 

 

(Thousands of $):

  Q3 FY24 Sales     Q3 FY23 Sales     Change (%)  

Marine and Propulsion Systems

  $ 45,244     $ 43,854       3.2 %

Land-Based Transmissions

    19,089       19,574       -2.5 %

Industrial

    6,232       7,303       -14.7 %

Other

    3,596       3,041       18.3 %

Total

  $ 74,161     $ 73,772       0.5 %

 

Gross profit increased 8.7% to $20.9 million compared to $19.3 million for the third fiscal quarter of 2023. Third quarter gross margin increased approximately 210 basis points sequentially to 28.2%. This improvement reflects the benefit of prior pricing actions, continued easing of supply chain headwinds, a favorable product mix and successfully executing our operational playbook.

 

Marketing, engineering and administrative (ME&A) expense increased by $2.6 million, or 17.6%, to $17.2 million, compared to $14.6 million in the prior year quarter. The increased ME&A expense was primarily driven by the investment in resources to drive our hybrid electric strategy, the impact of inflation and currency translation.

 

Net income attributable to Twin Disc for the quarter was $3.8 million, or $0.27 per diluted share, compared to net income attributable to Twin Disc of $3.3 million, or $0.24 per share, for the third fiscal quarter of 2023. The year-over-year increase was driven by favorable operating results.

 

 

 

Earnings before interest, taxes, depreciation, and amortization (EBITDA) remained strong at $7.0 million in the third quarter, compared to $7.0 million in the third fiscal quarter of 2023.

 

On a consolidated basis, the backlog of orders to be shipped over the next six months is approximately $130.5 million, compared to $125.2 million at the end of the second fiscal quarter of 2024. As a percentage of six-month backlog, inventory decreased from 105.3% at the end of the second quarter to 99.5% at the end of the third fiscal quarter of 2024. Compared to the third fiscal quarter of 2023, cash increased 70.0% to $23.8 million, total debt decreased 45.5% to $17.0 million and net debt* decreased $24.1 million to $(6.8) million. The improvement was primarily attributable to net payoff of long-term debt as a result of our strong cash from operations.

 

CFO Perspective

Jeffrey S. Knutson, Vice President of Finance, Chief Financial Officer, Treasurer, and Secretary stated, “Our solid results, underscored by profitable growth and healthy free cash flow, have continued to strengthen our balance sheet. We are seeing ongoing improvements in backlog, and believe there is even more runway for enhanced cash generation as we target additional inventory reductions in the fourth quarter. As we near the end of the fiscal year, we remain well-positioned to keep advancing our capital allocation priorities while making progress towards our strategic and financial goals.”

 

Discussion of Results

Twin Disc will host a conference call to discuss these results and to answer questions at 11:00 a.m. Eastern time on April 30, 2024. The live audio webcast will be available on Twin Disc’s website at https://ir.twindisc.com. To participate in the conference call, please dial (800) 715-9871 approximately ten minutes before the call is scheduled to begin. A replay of the webcast will be available at https://ir.twindisc.com shortly after the call until April 29, 2025.

 

About Twin Disc

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 words “anticipates,” “believes,” “intends,” “estimates,” and “expects,” or similar anticipatory expressions, usually identify forward-looking statements. The Company intends that such forward-looking statements qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. All forward-looking statements are based on current expectations, and are subject to certain risks and uncertainties that could cause actual results or outcomes to differ materially from current expectations. Such risks and uncertainties include the impact of general economic conditions and the cyclical nature of many of the Company’s product markets; foreign currency risks and other risks associated with the Company’s international sales and operations; the ability of the Company to successfully implement price increases to offset increasing commodity costs; the ability of the Company to generate sufficient cash to pay its indebtedness as it becomes due; and the possibility of unforeseen tax consequences and the impact of tax reform in the U.S. or other jurisdictions. These and other risks are described under the caption “Risk Factors” in Item 1A of the Company’s most recent Form 10-K filed with the Securities and Exchange Commission, as supplemented in subsequent periodic reports filed with the Securities and Exchange Commission. Accordingly, 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. The Company assumes no obligation, and disclaims any obligation, to publicly update or revise any forward-looking statements to reflect subsequent events, new information, or otherwise.

 

 

 

 

*Non-GAAP Financial Information

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.

 

Definitions
Earnings before interest, taxes, depreciation and amortization (EBITDA) is calculated as net earnings or loss excluding interest expense, the provision or benefit for income taxes, depreciation and amortization expenses.

 

Net debt is calculated as total debt less cash.

 

Free cash flow is calculated as net cash provided (used) by operating activities less acquisition of fixed assets.

 

 

 

 

 

Investors:

Riveron

TwinDiscIR@riveron.com

 

 

https://cdn.kscope.io/c2133956c9fd885b4b2b71a56da85470-logosmall01.jpg

 

Source: Twin Disc, Incorporated

 

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE

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

 

   

For the Quarter Ended

   

For the Three Quarters Ended

 
           

As Adjusted

           

As Adjusted

 
   

March 29,

2024

   

March 31,

2023

   

March 29,

2024

   

March 31,

2023

 

Net sales

  $ 74,161     $ 73,772     $ 210,709     $ 193,036  

Cost of goods sold

    53,221       54,507       149,377       143,451  

Cost of goods sold - Sale of boat management system product line and related inventory

    -       -       3,099       -  

Gross profit

    20,940       19,265       58,233       49,585  
                                 

Marketing, engineering, and administrative expenses

    17,199       14,626       51,268       45,688  

Restructuring expenses

    139       33       207       208  

Other operating income

    -       1       -       (4,149 )

Income from operations

    3,602       4,605       6,758       7,838  
                                 

Other expense (income):

                               

Interest expense

    263       522       1,049       1,682  

Other expense (income), net

    (959 )     178       (649 )     13  
      (696 )     700       400       1,695  

Income before income taxes and noncontrolling interest

    4,298       3,905       6,358       6,143  
                                 

Income tax expense

    398       548       2,606       2,350  

Net income

    3,900       3,357       3,752       3,793  

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

    (78 )     (76 )     (173 )     (188 )

Net income attributable to Twin Disc

  $ 3,822     $ 3,281     $ 3,579     $ 3,605  
                                 

Dividends per share

  $ 0.04     $ -     $ 0.08     $ -  
                                 

Income per share data:

                               

Basic income per share attributable to Twin Disc common shareholders

  $ 0.28     $ 0.24     $ 0.26     $ 0.27  

Diluted income per share attributable to Twin Disc common shareholders

  $ 0.27     $ 0.24     $ 0.26     $ 0.26  
                                 

Weighted average shares outstanding data:

                               

Basic shares outstanding

    13,742       13,504       13,663       13,455  

Diluted shares outstanding

    13,904       13,662       13,852       13,608  
                                 

Comprehensive income

                               

Net income

  $ 3,900     $ 3,357     $ 3,752     $ 3,793  

Benefit plan adjustments, net of income taxes of $10, $(1), $2 and $(5), respectively

    (191 )     (29 )     (470 )     (1,240 )

Foreign currency translation adjustment

    (3,084 )     1,014       (930 )     3,116  

Unrealized gain (loss) on cash flow hedge, net of income taxes of $0, $0, $0 and $0, respectively

    196       (224 )     (74 )     (26 )

Comprehensive income

    821       4,118       2,278       5,643  

Less: Comprehensive income attributable to noncontrolling interest

    34       67       224       277  

Comprehensive income attributable to Twin Disc

  $ 787     $ 4,051     $ 2,054     $ 5,366  

 

 

 

 

RECONCILIATION OF CONSOLIDATED NET INCOME TO EBITDA

(In thousands; unaudited)

 

   

For the Quarter Ended

   

For the Three Quarters Ended

 
             
   

March 29, 2024

   

March 31, 2023

   

March 29, 2024

   

March 31, 2023

 
                                 

Net income attributable to Twin Disc

  $ 3,822     $ 3,281     $ 3,579     $ 3,605  

Interest expense

    263       522       1,049       1,682  

Income tax expense

    398       548       2,606       2,350  

Depreciation and amortization

    2,474       2,670       7,497       6,936  

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

  $ 6,957     $ 7,021     $ 14,731     $ 14,573  

 

 

 

RECONCILIATION OF TOTAL DEBT TO NET DEBT

(In thousands; unaudited)

 

   

March 29, 2024

   

March 31, 2023

 
                 

Current maturities of long-term debt

  $ 2,000     $ 2,000  

Long-term debt

    15,042       29,276  

Total debt

    17,042       31,276  

Less cash

    23,843       14,024  

Net debt

  $ (6,801 )   $ 17,252  

 

 

 

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW

(In thousands; unaudited)

 

   

For the Quarter Ended

 
   

March 29, 2024

   

March 31, 2023

 

Net cash provided by operating activities

  $ 22,273     $ 6,859  

Acquisition of fixed assets

    (7,598 )     (6,783 )

Free cash flow

  $ 14,675     $ (76 )

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands; except share amounts, unaudited)

 

   

March 29, 2024

   

June 30, 2023

 

ASSETS

               

Current assets:

               

Cash

  $ 23,843     $ 13,263  

Trade accounts receivable, net

    40,950       54,760  

Inventories

    129,845       131,930  

Assets held for sale

    2,968       2,968  

Prepaid expenses

    10,471       8,459  

Other

    10,451       8,326  

Total current assets

    218,528       219,706  
                 

Property, plant and equipment, net

    40,606       38,650  

Right-of-use assets operating leases

    14,498       13,133  

Intangible assets, net

    10,157       12,637  

Deferred income taxes

    2,210       2,244  

Other assets

    2,755       2,811  

Total assets

  $ 288,754     $ 289,181  
                 

LIABILITIES AND EQUITY

               

Current liabilities:

               

Current maturities of long-term debt

  $ 2,000     $ 2,010  

Accounts payable

    33,230       36,499  

Accrued liabilities

    63,406       61,586  

Total current liabilities

    98,636       100,095  
                 

Long-term debt

    15,042       16,617  

Lease obligations

    12,638       10,811  

Accrued retirement benefits

    6,707       7,608  

Deferred income taxes

    2,965       3,280  

Other long-term liabilities

    5,822       5,253  

Total liabilities

    141,810       143,664  
                 

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

    40,428       42,855  

Retained earnings

    122,759       120,299  

Accumulated other comprehensive loss

    (7,094 )     (5,570 )
      156,093       157,584  

Less treasury stock, at cost (638,712 and 814,734 shares, respectively)

    9,797       12,491  
                 

Total Twin Disc shareholders' equity

    146,296       145,093  
                 
Noncontrolling interest     648       424  

Total equity

    146,944       145,517  
                 

Total liabilities and equity

  $ 288,754     $ 289,181  

 

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands; unaudited)

 

   

For the Quarters Ended

 
           

As Adjusted

 
   

March 29, 2024

   

March 31, 2023

 
                 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income

  $ 3,752     $ 3,793  

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

               

Depreciation and amortization

    7,497       6,936  

Gain on sale of assets

    (87 )     (4,237 )

Loss on sale of boat management product line and related inventory

    3,099       -  

Provision for deferred income taxes

    239       (1,462 )

Stock compensation expense and other non-cash changes, net

    2,242       2,355  

Net change in operating assets and liabilities

    5,531       (526 )
                 

Net cash provided by operating activities

    22,273       6,859  
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Acquisition of property, plant, and equipment

    (7,598 )     (6,783 )

Proceeds from sale of fixed assets

    -       7,177  

Other, net

    (167 )     199  
                 

Net cash (used) provided by investing activities

    (7,765 )     593  
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Borrowings under revolving loan arrangements

    66,661       65,862  

Repayments of revolving loan arrangements

    (66,661 )     (69,823 )

Repayments of other long-term debt

    (1,510 )     (1,534 )

Dividends paid to shareholders

    (1,119 )     -  

Payments of finance lease obligations

    (663 )     (231 )

Payments of withholding taxes on stock compensation

    (1,791 )     (463 )
                 

Net cash used by financing activities

    (5,083 )     (6,189 )
                 

Effect of exchange rate changes on cash

    1,155       240  
                 

Net change in cash

    10,580       1,503  
                 

Cash:

               

Beginning of period

    13,263       12,521  
                 

End of period

  $ 23,843     $ 14,024