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                            SECURITIES AND EXCHANGE COMMISSION
                                        WASHINGTON
                                        Form 10-Q

                        QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                           OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarter ended March 31, 1996      Commission File Number 1-7635

                            TWIN DISC, INCORPORATED

            (Exact name of registrant as specified in its charter)


          Wisconsin                                      39-0667110
(State or other jurisdiction of                       (I.R.S Employer
Incorporation or organization)                        Identification No.)
              

1328 Racine Street, Racine, Wisconsin                       53403
(Address of principal executive offices)                 (Zip  Code)


Registrant's telephone number, including area code      (414)  638-4000 


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period 
that the registrant was required to file such reports ) and (2) has been 
subject to such filing requirements for the past 90 days.  Yes  X  No    .

At March 31, 1996, the registrant had 2,774,374 shares of its common stock
outstanding.

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                         TWIN DISC, INCORPORATED
                    CONDENSED CONSOLIDATED BALANCE SHEETS
March 31 June 30 1996 1995 ---- ---- Assets Cash and cash equivalents $ 2,438 $ 3,741 Accounts and notes receivable 31,785 29,247 Inventories 58,459 47,157 Deferred income taxes 3,865 3,865 Other current assets 7,744 6,480 -------- -------- Total current assets 104,291 90,490 Property, plant and equipment 109,745 109,447 Accumulated depreciation 73,668 72,099 -------- -------- Net property, plant and equipment 36,077 37,348 Deferred income taxes 4,697 4,119 Intangible pension asset 8,293 8,293 Other assets 18,865 18,051 -------- -------- $172,223 $158,301 -------- -------- -------- -------- Liabilities Notes payable $ 4,711 $ 2,415 Accounts payable 14,556 12,395 Accrued liabilities 25,252 22,042 -------- -------- Total current liabilities 44,519 36,852 Long-term debt 20,032 14,000 Accrued postretirement benefits 32,750 32,827 -------- -------- Total liabilities 97,301 83,679 Shareholders' Equity Common stock 11,653 11,653 Retained earnings 68,878 67,054 Translation component 12,232 13,797 -------- -------- 92,763 92,504 Treasury stock 17,841 17,882 -------- -------- 74,922 74,622 -------- -------- $172,223 $158,301 -------- -------- -------- -------- Unaudited. Amounts in thousands.
3 TWIN DISC, INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended March 31 March 31 1996 1995 1996 1995 ---- ---- ---- ---- Net sales $47,209 $42,946 $125,747 $115,648 Cost of goods sold 35,869 33,444 98,019 90,456 ------- ------- -------- -------- 11,340 9,502 27,728 25,192 Marketing, engineering and administrative expenses 7,934 6,746 21,196 19,542 Interest expense 399 359 1,099 939 Other (income)and expense, net 6 76 (117) (236) ------- ------- ------- ------- 8,339 7,181 22,178 20,245 Earnings before income tax 3,001 2,321 5,550 4,947 Income taxes 1,193 916 2,258 1,975 ------- ------- -------- -------- Net Earnings $ 1,808 $ 1,405 $ 3,292 $ 2,972 ------- ------- -------- -------- ------- ------- -------- -------- Earnings per share $ 0.65 $ 0.50 $ 1.18 $ 1.06 ------- ------- -------- -------- ------- ------- -------- -------- Dividends per share $ .175 $ .175 $ .525 $ .525 Average shares outstanding 2,777 2,787 2,777 2,795 Translation component of equity Balance - beginning of the period $12,818 $ 8,420 $ 13,797 $ 7,778 Translation adjustment (586) 2,410 (1,565) 3,052 ------- ------- -------- -------- Balance - end of the period$12,232 $10,830 $ 12,232 $ 10,830 ------- ------- -------- -------- ------- ------- -------- -------- Unaudited. Amounts in thousands except per share data.
4 TWIN DISC,INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended March 31 1996 1995 ---- ---- Cash flows from operating activities: Net earnings $ 3,292 $ 2,972 Non-cash adjustments to net earnings: Depreciation 3,789 3,133 Net change in working capital, excluding cash and debt (11,800) (838) ------- ------- (4,719) 5,267 ------- ------- Cash flows from investing activities: Acquisitions of fixed assets (2,887) (2,748) Proceeds from sale of fixed assets 3 29 Investments in affiliates - (3,168) Investments in licenses (1,238) - Dividends received 548 - ------- ------- (3,574) (5,887) ------- ------- Cash flows from financing activities: Increase (decrease) in notes payable,net 2,391 (615) Proceeds from long-term debt 6,010 2,510 Dividend payments (1,458) (1,465) Treasury stock activity - (524) Proceeds from exercise of stock options 31 - ------- ------- 6,974 (94) ------- ------- Effect of exchange rate changes on cash 16 174 ------- ------- Net change in cash and cash equivalents (1,303) (540) Cash and cash equivalents: Beginning of period 3,741 4,166 ------- ------- End of period $ 2,438 $ 3,626 ------- ------- ------- ------- Unaudited. In thousands of dollars.
5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) A. Basis of Presentation The unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and, in the opinion of the Company, include all adjustments, consisting only of normal recurring items, necessary for a fair statement of results for each period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted account principles have been condensed or omitted pursuant to such SEC rules and regulations. The Company believes that the disclosures made are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with financial statements and the notes thereto included in the Company's latest Annual Report. The year end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. B. Inventory The major classes of inventories were as follows (in thousands): March 31 June 30 1996 1995 -------- -------- Inventories: Finished parts $46,423 $32,887 Work in process 7,162 11,036 Raw materials 4,874 3,234 ------- ------- $58,459 $47,157 ------- ------- ------- ------- C. Contingencies The Company is involved in various stages of investigation relative to hazardous waste sites, two of which are on the United States EPA National Priorities List (Superfund sites). The Company's assigned responsibility at each of the Superfund sites is less than 2%. The Company has also been requested to provide administrative information related to two other potential Superfund sites but has not yet been identified as a potentially responsible party. Additionally, the Company is subject to certain product liability matters. At March 31, 1996, the Company has accrued approximately $1,200,000, which represents the best estimate available for the possible losses. This amount has been accrued over the past several years. Based on the information available, the Company does not expect that any unrecorded liability related to these matters would materially affect the consolidated financial position, results of operations or cash flows. 6 MANAGEMENT DISCUSSION AND ANALYSIS Stable order rates continued to provide the foundation for year-to-year improvements in sales volume. Consolidated sales were up 10 percent from the third quarter last year and are about 9 percent ahead for the nine months. Net earnings were almost 30% higher than last year's third quarter as a result of the higher sales and improved manufacturing productivity overseas. Quarterly net sales from domestic manufacturing operations were about 18 percent higher than a year ago. That increase does not include much recovery of the sales lost to disruptions in the second quarter. The business system implementation problems causing that shortfall have been corrected, but full recovery of those sales will extend into the next quarter. The largest component of the sales increase was marine transmission shipments for use in fishing boats and other commercial applications. Shipments of transmissions for large farm tractors and specialty vehicles and torque converters for gas turbine starting drives also were up from last year. Sales from our Belgian manufacturing subsidiary increased by more than 10 percent over last year. Most of the growth was in shipments of marine transmissions for pleasure craft applications and mobile torque converters for construction equipment. Most of our marketing operations, both domestic and overseas, showed improvement over earlier quarters this year and reported double digit increases over last year s third quarter. The gross margin for the three months was ahead of last year and compared favorably with previous quarters this fiscal year. As in earlier periods, the improvement was due primarily to increased production volume, greater productivity in Europe, and a favorable product mix. Domestic manufacturing margins improved from the first half of the year but were about the same as a year ago. Additional expense was incurred during the quarter as temporary workers were needed to facilitate our transition to the new business systems. That added cost will be eliminated during the fourth quarter. Marketing, engineering and administrative expenses increased by almost 18 percent compared with last year s third quarter and were well ahead as a percent of sales. There were a number of causes, and approximately one-quarter of the increase was for non-recurring items. Marketing and engineering staffing increases, higher expense associated with new product promotion and other marketing expenses, and additional fixed costs associated with new computer systems were the more significant items and accounted for about half of the increase. Interest expense rose by 11 percent as the cost of carrying a higher debt level was mitigated by domestic interest rate declines. 7 Working capital increased by $6 million during the quarter, about the same as the change since the beginning of the fiscal year. However, the current ratio, at 2.3, has had only minor changes in the first nine months. The cash flow from earnings and depreciation covered investment in fixed assets and dividends but was not sufficient to fund the growth in working capital. A significant increase in current assets, primarily domestic inventory, required additional borrowing. Although inventory change for the quarter was in line with the higher sales, domestic manufacturing inventories have grown by more than 20 percent since year-end. Much of the increase early in the year was caused by an increase in past due orders; and while that situation has improved, the resultant inventory reduction has been offset by material purchases to serve production requirements of the Czech contract. Programs to reduce inventory to an acceptable turnover level are in place and should provide positive results in the coming quarter. While the additional borrowing has increased our leverage, we continue to maintain a strong balance sheet. Liquidity is sufficient to cover our near-term needs. 8 OTHER INFORMATION There were no reports on Form 8-K during the three months ended March 31, 1996. The financial statements included herein have been subjected to a limited review by Coopers & Lybrand L.L.P., the registrant's independent public auditors, in accordance with professional standards and procedures for such review. There were no securities of the Company sold by the Company during the three months ended March 31, 1996, which were not registered under the Securities Act of 1933, in reliance upon an exemption from registration provided by Section 4 (2) of the Act. 9 SIGNATURE Pursuant to the requirements 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. TWIN DISC, INCORPORATED (Registrant) May 13, 1996 /s/ Fred H. Timm ______________________________ _____________________________ (Date) Fred H. Timm Corporate Controller/Secretary (Chief Accounting Officer) 10 Report of Independent Accountants Board of Directors Twin Disc, Incorporated Racine, Wisconsin We have reviewed the condensed consolidated balance sheet of Twin Disc, Incorporated and subsidiaries as of March 31, 1996, and the related condensed consolidated statements of operations and cash flows for the three and six-month periods ended March 31, 1996 and 1995. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical review procedures to financial data, and making inquiries of persons responsible for financial accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of June 30, 1995, and the related consolidated statements of operations, changes in shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated July 28, 1995, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of June 30, 1995, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ - ------------------------------------ Coopers & Lybrand Milwaukee, Wisconsin April 11, 1996 11 [TYPE] EX-15 EXHIBIT 15 Awareness Letter of Independent Accountants Securities and Exchange Commission Washington, D.C. RE: Twin Disc, Incorporated We are aware that our report dated April 11, 1996 on our review of interim financial information of Twin Disc, Incorporated for the three and nine-month periods ended March 31, 1996 and 1995 and included in the Company's quarterly report on Form 10-Q for the quarter then ended, is incorporated by reference in the registration statements of Twin Disc, Incorporated on Form S-8 (Twin Disc, Incorporated 1988 Incentive Stock Option Plan and Twin Disc, Incorporated 1988 Non-Qualified Stock Option Plan for Officers, Key Employees and Directors). Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of that Act. /S/ - --------------------------------------- Coopers & Lybrand Milwaukee, Wisconsin April 11, 1996
 

5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE TWIN DISC, INCORPORATED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SET FORTH IN THE THIRD QUARTER REPORT TO SHAREHOLDERS FOR THE NINE MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS JUN-30-1995 MAR-31-1996 2,438 0 32,144 359 58,459 43,464 109,745 73,668 172,223 44,519 20,032 11,653 0 0 63,269 172,223 125,747 125,747 98,019 98,019 0 0 1,099 5,550 2,258 1,484 0 0 0 1,484 1.18 1.18