0000100378 TWIN DISC INC false --06-30 Q2 2025 200,000 200,000 0 0 0 0 30,000,000 30,000,000 14,632,802 14,632,802 0 0 486,940 637,778 13 13 2 8 0 0 0 0 2 3 3 0 0 1 3 3 3 3 1,552 1,683 2,406 2,199 0 21 227 9 0 0 http://fasb.org/us-gaap/2024#OperatingLeaseRightOfUseAsset 1 504 13,000 http://fasb.org/us-gaap/2024#OtherAssetsCurrent http://fasb.org/us-gaap/2024#OtherAssetsCurrent http://fasb.org/us-gaap/2024#OtherAssetsNoncurrent http://fasb.org/us-gaap/2024#OtherAssetsNoncurrent false false false false These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note G, "Pension and Other Postretirement Benefit Plans" for further details). 00001003782024-07-012024-12-27 xbrli:shares 00001003782025-01-20 iso4217:USD 00001003782024-12-27 00001003782024-06-30 iso4217:USDxbrli:shares 00001003782024-09-282024-12-27 00001003782023-09-302023-12-29 00001003782023-07-012023-12-29 0000100378twin:ServiceExcludingOtherGoodsMember2024-09-282024-12-27 0000100378twin:ServiceExcludingOtherGoodsMember2023-09-302023-12-29 0000100378twin:ServiceExcludingOtherGoodsMember2024-07-012024-12-27 0000100378twin:ServiceExcludingOtherGoodsMember2023-07-012023-12-29 0000100378twin:OtherGoodsMember2024-09-282024-12-27 0000100378twin:OtherGoodsMember2023-09-302023-12-29 0000100378twin:OtherGoodsMember2024-07-012024-12-27 0000100378twin:OtherGoodsMember2023-07-012023-12-29 0000100378twin:BoatManagementSystemProductLineMember2024-07-012024-12-27 0000100378twin:BoatManagementSystemProductLineMember2023-07-012023-12-29 00001003782023-06-30 00001003782023-12-29 xbrli:pure 0000100378twin:KatsaOyMember2024-05-31 0000100378twin:IndustrialProductsMember2024-09-282024-12-27 0000100378twin:BoatManagementSystemProductLineMember2023-07-012023-09-29 0000100378twin:BoatManagementSystemProductLineMembercountry:US2023-09-302023-12-29 00001003782024-09-27 00001003782023-09-29 0000100378us-gaap:OperatingSegmentsMembertwin:ManufacturingSegmentMember2024-09-282024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:ManufacturingSegmentMember2023-09-302023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:ManufacturingSegmentMember2024-07-012024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:ManufacturingSegmentMember2023-07-012023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:DistributionSegmentMember2024-09-282024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:DistributionSegmentMember2023-09-302023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:DistributionSegmentMember2024-07-012024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:DistributionSegmentMember2023-07-012023-12-29 0000100378us-gaap:IntersegmentEliminationMembertwin:ManufacturingSegmentMember2024-09-282024-12-27 0000100378us-gaap:IntersegmentEliminationMembertwin:ManufacturingSegmentMember2023-09-302023-12-29 0000100378us-gaap:IntersegmentEliminationMembertwin:ManufacturingSegmentMember2024-07-012024-12-27 0000100378us-gaap:IntersegmentEliminationMembertwin:ManufacturingSegmentMember2023-07-012023-12-29 0000100378us-gaap:IntersegmentEliminationMembertwin:DistributionSegmentMember2024-09-282024-12-27 0000100378us-gaap:IntersegmentEliminationMembertwin:DistributionSegmentMember2023-09-302023-12-29 0000100378us-gaap:IntersegmentEliminationMembertwin:DistributionSegmentMember2024-07-012024-12-27 0000100378us-gaap:IntersegmentEliminationMembertwin:DistributionSegmentMember2023-07-012023-12-29 0000100378us-gaap:CorporateNonSegmentMember2024-09-282024-12-27 0000100378us-gaap:CorporateNonSegmentMember2023-09-302023-12-29 0000100378us-gaap:CorporateNonSegmentMember2024-07-012024-12-27 0000100378us-gaap:CorporateNonSegmentMember2023-07-012023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:ManufacturingSegmentMember2024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:ManufacturingSegmentMember2024-06-30 0000100378us-gaap:OperatingSegmentsMembertwin:DistributionSegmentMember2024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:DistributionSegmentMember2024-06-30 0000100378us-gaap:CorporateNonSegmentMember2024-12-27 0000100378us-gaap:CorporateNonSegmentMember2024-06-30 0000100378us-gaap:OperatingSegmentsMembertwin:IndustrialMembertwin:ManufacturingSegmentMember2024-09-282024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:IndustrialMembertwin:DistributionSegmentMember2024-09-282024-12-27 0000100378us-gaap:IntersegmentEliminationMembertwin:IndustrialMember2024-09-282024-12-27 0000100378twin:IndustrialMember2024-09-282024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:LandBasedTransmissionsMembertwin:ManufacturingSegmentMember2024-09-282024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:LandBasedTransmissionsMembertwin:DistributionSegmentMember2024-09-282024-12-27 0000100378us-gaap:IntersegmentEliminationMembertwin:LandBasedTransmissionsMember2024-09-282024-12-27 0000100378twin:LandBasedTransmissionsMember2024-09-282024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:MarineAndPropulsionSystemsMembertwin:ManufacturingSegmentMember2024-09-282024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:MarineAndPropulsionSystemsMembertwin:DistributionSegmentMember2024-09-282024-12-27 0000100378us-gaap:IntersegmentEliminationMembertwin:MarineAndPropulsionSystemsMember2024-09-282024-12-27 0000100378twin:MarineAndPropulsionSystemsMember2024-09-282024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:OtherMembertwin:ManufacturingSegmentMember2024-09-282024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:OtherMembertwin:DistributionSegmentMember2024-09-282024-12-27 0000100378us-gaap:IntersegmentEliminationMembertwin:OtherMember2024-09-282024-12-27 0000100378twin:OtherMember2024-09-282024-12-27 0000100378us-gaap:IntersegmentEliminationMember2024-09-282024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:IndustrialMembertwin:ManufacturingSegmentMember2023-09-302023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:IndustrialMembertwin:DistributionSegmentMember2023-09-302023-12-29 0000100378us-gaap:IntersegmentEliminationMembertwin:IndustrialMember2023-09-302023-12-29 0000100378twin:IndustrialMember2023-09-302023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:LandBasedTransmissionsMembertwin:ManufacturingSegmentMember2023-09-302023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:LandBasedTransmissionsMembertwin:DistributionSegmentMember2023-09-302023-12-29 0000100378us-gaap:IntersegmentEliminationMembertwin:LandBasedTransmissionsMember2023-09-302023-12-29 0000100378twin:LandBasedTransmissionsMember2023-09-302023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:MarineAndPropulsionSystemsMembertwin:ManufacturingSegmentMember2023-09-302023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:MarineAndPropulsionSystemsMembertwin:DistributionSegmentMember2023-09-302023-12-29 0000100378us-gaap:IntersegmentEliminationMembertwin:MarineAndPropulsionSystemsMember2023-09-302023-12-29 0000100378twin:MarineAndPropulsionSystemsMember2023-09-302023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:OtherMembertwin:ManufacturingSegmentMember2023-09-302023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:OtherMembertwin:DistributionSegmentMember2023-09-302023-12-29 0000100378us-gaap:IntersegmentEliminationMembertwin:OtherMember2023-09-302023-12-29 0000100378twin:OtherMember2023-09-302023-12-29 0000100378us-gaap:IntersegmentEliminationMember2023-09-302023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:IndustrialMembertwin:ManufacturingSegmentMember2024-07-012024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:IndustrialMembertwin:DistributionSegmentMember2024-07-012024-12-27 0000100378us-gaap:IntersegmentEliminationMembertwin:IndustrialMember2024-07-012024-12-27 0000100378twin:IndustrialMember2024-07-012024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:LandBasedTransmissionsMembertwin:ManufacturingSegmentMember2024-07-012024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:LandBasedTransmissionsMembertwin:DistributionSegmentMember2024-07-012024-12-27 0000100378us-gaap:IntersegmentEliminationMembertwin:LandBasedTransmissionsMember2024-07-012024-12-27 0000100378twin:LandBasedTransmissionsMember2024-07-012024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:MarineAndPropulsionSystemsMembertwin:ManufacturingSegmentMember2024-07-012024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:MarineAndPropulsionSystemsMembertwin:DistributionSegmentMember2024-07-012024-12-27 0000100378us-gaap:IntersegmentEliminationMembertwin:MarineAndPropulsionSystemsMember2024-07-012024-12-27 0000100378twin:MarineAndPropulsionSystemsMember2024-07-012024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:OtherMembertwin:ManufacturingSegmentMember2024-07-012024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:OtherMembertwin:DistributionSegmentMember2024-07-012024-12-27 0000100378us-gaap:IntersegmentEliminationMembertwin:OtherMember2024-07-012024-12-27 0000100378twin:OtherMember2024-07-012024-12-27 0000100378us-gaap:IntersegmentEliminationMember2024-07-012024-12-27 0000100378us-gaap:OperatingSegmentsMembertwin:IndustrialMembertwin:ManufacturingSegmentMember2023-07-012023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:IndustrialMembertwin:DistributionSegmentMember2023-07-012023-12-29 0000100378us-gaap:IntersegmentEliminationMembertwin:IndustrialMember2023-07-012023-12-29 0000100378twin:IndustrialMember2023-07-012023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:LandBasedTransmissionsMembertwin:ManufacturingSegmentMember2023-07-012023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:LandBasedTransmissionsMembertwin:DistributionSegmentMember2023-07-012023-12-29 0000100378us-gaap:IntersegmentEliminationMembertwin:LandBasedTransmissionsMember2023-07-012023-12-29 0000100378twin:LandBasedTransmissionsMember2023-07-012023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:MarineAndPropulsionSystemsMembertwin:ManufacturingSegmentMember2023-07-012023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:MarineAndPropulsionSystemsMembertwin:DistributionSegmentMember2023-07-012023-12-29 0000100378us-gaap:IntersegmentEliminationMembertwin:MarineAndPropulsionSystemsMember2023-07-012023-12-29 0000100378twin:MarineAndPropulsionSystemsMember2023-07-012023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:OtherMembertwin:ManufacturingSegmentMember2023-07-012023-12-29 0000100378us-gaap:OperatingSegmentsMembertwin:OtherMembertwin:DistributionSegmentMember2023-07-012023-12-29 0000100378us-gaap:IntersegmentEliminationMembertwin:OtherMember2023-07-012023-12-29 0000100378twin:OtherMember2023-07-012023-12-29 0000100378us-gaap:IntersegmentEliminationMember2023-07-012023-12-29 0000100378twin:The2021LongtermIncentivePlanMember2024-12-27 0000100378twin:The2020DirectorsPlanMember2024-12-27 0000100378twin:AmendedAndRestated2021OmnibusIncentivePlanMember2024-12-27 0000100378twin:PerformanceStockAwardsMember2024-07-012024-12-27 0000100378twin:PerformanceStockAwardsMember2023-07-012023-12-29 utr:Y 0000100378twin:PerformanceStockAwardsMember2024-12-27 0000100378twin:PerformanceStockAwardsMember2023-12-29 0000100378twin:PerformanceStockAwardsMember2024-09-282024-12-27 0000100378twin:PerformanceStockAwardsMember2023-09-302024-12-29 0000100378twin:PerformanceStockAwardsMember2023-07-012023-09-29 0000100378twin:PerformanceStockUnitAwardsMember2024-07-012024-09-27 0000100378twin:PerformanceStockUnitAwardsMember2024-07-012024-12-27 0000100378twin:PerformanceStockUnitAwardsMember2023-07-012023-12-29 0000100378twin:PerformanceStockUnitAwardsMember2024-12-27 0000100378twin:PerformanceStockUnitAwardsMember2023-12-29 0000100378twin:PerformanceStockUnitAwardsMember2024-09-282024-12-27 0000100378twin:PerformanceStockUnitAwardsMember2023-09-302023-12-29 0000100378us-gaap:RestrictedStockMembersrt:MinimumMember2024-09-282024-12-27 0000100378us-gaap:RestrictedStockMembersrt:MaximumMember2024-09-282024-12-27 0000100378us-gaap:RestrictedStockMember2024-07-012024-12-27 0000100378us-gaap:RestrictedStockMember2023-07-012023-12-29 0000100378us-gaap:RestrictedStockMember2024-12-27 0000100378us-gaap:RestrictedStockMember2023-12-29 0000100378us-gaap:RestrictedStockMember2024-09-282024-12-27 0000100378us-gaap:RestrictedStockMember2023-09-302023-12-29 0000100378us-gaap:RestrictedStockUnitsRSUMember2024-07-012024-12-27 0000100378us-gaap:RestrictedStockUnitsRSUMember2023-07-012023-12-29 0000100378us-gaap:RestrictedStockUnitsRSUMember2024-12-27 0000100378us-gaap:RestrictedStockUnitsRSUMember2023-12-29 0000100378us-gaap:RestrictedStockUnitsRSUMember2024-09-282024-12-27 0000100378us-gaap:RestrictedStockUnitsRSUMember2023-09-302023-12-29 0000100378us-gaap:PensionPlansDefinedBenefitMember2024-09-282024-12-27 0000100378us-gaap:PensionPlansDefinedBenefitMember2023-09-302023-12-29 0000100378us-gaap:PensionPlansDefinedBenefitMember2024-07-012024-12-27 0000100378us-gaap:PensionPlansDefinedBenefitMember2023-07-012023-12-29 0000100378us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2024-09-282024-12-27 0000100378us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2023-09-302023-12-29 0000100378us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2024-07-012024-12-27 0000100378us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2023-07-012023-12-29 0000100378us-gaap:PensionPlansDefinedBenefitMember2024-12-27 0000100378us-gaap:CustomerRelationshipsMember2024-06-30 0000100378us-gaap:TechnologyBasedIntangibleAssetsMember2024-06-30 0000100378us-gaap:TradeNamesMember2024-06-30 0000100378us-gaap:OtherIntangibleAssetsMember2024-06-30 0000100378us-gaap:CustomerRelationshipsMember2024-07-012024-12-27 0000100378us-gaap:TechnologyBasedIntangibleAssetsMember2024-07-012024-12-27 0000100378us-gaap:TradeNamesMember2024-07-012024-12-27 0000100378us-gaap:OtherIntangibleAssetsMember2024-07-012024-12-27 0000100378us-gaap:CustomerRelationshipsMember2024-12-27 0000100378us-gaap:TechnologyBasedIntangibleAssetsMember2024-12-27 0000100378us-gaap:TradeNamesMember2024-12-27 0000100378us-gaap:OtherIntangibleAssetsMember2024-12-27 0000100378twin:RevolvingLoanMember2024-12-27 0000100378twin:RevolvingLoanMember2024-06-30 0000100378twin:TermLoanMember2024-12-27 0000100378twin:TermLoanMember2024-06-30 0000100378twin:OtherLongtermDebtMember2024-12-27 0000100378twin:OtherLongtermDebtMember2024-06-30 0000100378us-gaap:RevolvingCreditFacilityMembertwin:The2018CreditAgreementMembertwin:BMOMember2018-06-29 0000100378twin:The2018CreditAgreementMembertwin:BMOMembertwin:TermLoanMember2024-12-27 0000100378twin:The2018CreditAgreementMembertwin:BMOMembertwin:TermLoanMember2024-07-012024-12-27 0000100378us-gaap:RevolvingCreditFacilityMembertwin:TheTenthAmendmentMembertwin:BMOMember2024-04-01 0000100378us-gaap:RevolvingCreditFacilityMembertwin:The2018CreditAgreementMembertwin:BMOMembersrt:MaximumMember2024-04-01 0000100378us-gaap:RevolvingCreditFacilityMembertwin:TheNinthAmendmentMembertwin:BMOMembersrt:MinimumMember2024-07-012024-12-27 0000100378us-gaap:RevolvingCreditFacilityMembertwin:TheNinthAmendmentMembertwin:BMOMembersrt:MaximumMember2024-07-012024-12-27 0000100378twin:TheNinthAmendmentMembertwin:BMOMembertwin:TermLoanMembersrt:MinimumMember2024-07-012024-12-27 0000100378twin:TheNinthAmendmentMembertwin:BMOMembertwin:TermLoanMembersrt:MaximumMember2024-07-012024-12-27 0000100378twin:TheNinthAmendmentMembertwin:BMOMembertwin:UnusedRevolvingCreditCommitmentMembersrt:MinimumMember2024-07-012024-12-27 0000100378twin:TheNinthAmendmentMembertwin:BMOMembertwin:UnusedRevolvingCreditCommitmentMembersrt:MaximumMember2024-07-012024-12-27 0000100378us-gaap:RevolvingCreditFacilityMembertwin:TheNinthAmendmentMembertwin:BMOMembersrt:MinimumMember2024-12-27 0000100378us-gaap:RevolvingCreditFacilityMembertwin:TheNinthAmendmentMembertwin:BMOMembersrt:MaximumMember2024-12-27 0000100378twin:KatsaOyMember2024-12-27 0000100378twin:TheNinthAmendmentMembertwin:BMOMembertwin:TermLoanMember2024-12-27 0000100378twin:The2018CreditAgreementMembertwin:BMOMember2024-12-27 0000100378twin:The2018CreditAgreementMembertwin:BMOMembertwin:TermLoanMember2024-09-282024-12-27 0000100378us-gaap:RevolvingCreditFacilityMembertwin:The2018CreditAgreementMembertwin:BMOMember2024-09-282024-12-27 0000100378us-gaap:RevolvingCreditFacilityMembertwin:The2018CreditAgreementMembertwin:BMOMember2024-12-27 0000100378twin:BankOfMontrealMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2018-06-29 0000100378twin:BankOfMontrealMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-27 0000100378us-gaap:CommonStockMember2024-06-30 0000100378us-gaap:RetainedEarningsMember2024-06-30 0000100378us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-30 0000100378us-gaap:TreasuryStockCommonMember2024-06-30 0000100378us-gaap:NoncontrollingInterestMember2024-06-30 0000100378us-gaap:RetainedEarningsMember2024-07-012024-09-27 0000100378us-gaap:NoncontrollingInterestMember2024-07-012024-09-27 00001003782024-07-012024-09-27 0000100378us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-27 0000100378us-gaap:CommonStockMember2024-07-012024-09-27 0000100378us-gaap:TreasuryStockCommonMember2024-07-012024-09-27 0000100378us-gaap:CommonStockMember2024-09-27 0000100378us-gaap:RetainedEarningsMember2024-09-27 0000100378us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-27 0000100378us-gaap:TreasuryStockCommonMember2024-09-27 0000100378us-gaap:NoncontrollingInterestMember2024-09-27 0000100378us-gaap:RetainedEarningsMember2024-09-282024-12-27 0000100378us-gaap:NoncontrollingInterestMember2024-09-282024-12-27 0000100378us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-282024-12-27 0000100378us-gaap:CommonStockMember2024-09-282024-12-27 0000100378us-gaap:TreasuryStockCommonMember2024-09-282024-12-27 0000100378us-gaap:CommonStockMember2024-12-27 0000100378us-gaap:RetainedEarningsMember2024-12-27 0000100378us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-27 0000100378us-gaap:TreasuryStockCommonMember2024-12-27 0000100378us-gaap:NoncontrollingInterestMember2024-12-27 0000100378us-gaap:CommonStockMember2023-06-30 0000100378us-gaap:RetainedEarningsMember2023-06-30 0000100378us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-30 0000100378us-gaap:TreasuryStockCommonMember2023-06-30 0000100378us-gaap:NoncontrollingInterestMember2023-06-30 0000100378us-gaap:RetainedEarningsMember2023-07-012023-09-29 0000100378us-gaap:NoncontrollingInterestMember2023-07-012023-09-29 00001003782023-07-012023-09-29 0000100378us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-012023-09-29 0000100378us-gaap:CommonStockMember2023-07-012023-09-29 0000100378us-gaap:TreasuryStockCommonMember2023-07-012023-09-29 0000100378us-gaap:CommonStockMember2023-09-29 0000100378us-gaap:RetainedEarningsMember2023-09-29 0000100378us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-29 0000100378us-gaap:TreasuryStockCommonMember2023-09-29 0000100378us-gaap:NoncontrollingInterestMember2023-09-29 0000100378us-gaap:RetainedEarningsMember2023-09-302023-12-29 0000100378us-gaap:NoncontrollingInterestMember2023-09-302023-12-29 0000100378us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-302023-12-29 0000100378us-gaap:CommonStockMember2023-09-302023-12-29 0000100378us-gaap:TreasuryStockCommonMember2023-09-302023-12-29 0000100378us-gaap:CommonStockMember2023-12-29 0000100378us-gaap:RetainedEarningsMember2023-12-29 0000100378us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-29 0000100378us-gaap:TreasuryStockCommonMember2023-12-29 0000100378us-gaap:NoncontrollingInterestMember2023-12-29 0000100378us-gaap:AccumulatedTranslationAdjustmentMember2024-06-30 0000100378us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2024-06-30 0000100378us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-06-30 0000100378twin:AccumulatedGainLossNetNetInvestmentHedgeMember2024-06-30 0000100378us-gaap:AccumulatedTranslationAdjustmentMember2024-07-012024-09-27 0000100378us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2024-07-012024-09-27 0000100378us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-07-012024-09-27 0000100378twin:AccumulatedGainLossNetNetInvestmentHedgeMember2024-07-012024-09-27 0000100378us-gaap:AccumulatedTranslationAdjustmentMember2024-09-27 0000100378us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2024-09-27 0000100378us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-09-27 0000100378twin:AccumulatedGainLossNetNetInvestmentHedgeMember2024-09-27 0000100378us-gaap:AccumulatedTranslationAdjustmentMember2024-09-282024-12-27 0000100378us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2024-09-282024-12-27 0000100378us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-09-282024-12-27 0000100378twin:AccumulatedGainLossNetNetInvestmentHedgeMember2024-09-282024-12-27 0000100378us-gaap:AccumulatedTranslationAdjustmentMember2024-12-27 0000100378us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2024-12-27 0000100378us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-27 0000100378twin:AccumulatedGainLossNetNetInvestmentHedgeMember2024-12-27 0000100378us-gaap:AccumulatedTranslationAdjustmentMember2023-06-30 0000100378us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2023-06-30 0000100378us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-06-30 0000100378twin:AccumulatedGainLossNetNetInvestmentHedgeMember2023-06-30 0000100378us-gaap:AccumulatedTranslationAdjustmentMember2023-07-012023-09-29 0000100378us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2023-07-012023-09-29 0000100378us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-07-012023-09-29 0000100378twin:AccumulatedGainLossNetNetInvestmentHedgeMember2023-07-012023-09-29 0000100378us-gaap:AccumulatedTranslationAdjustmentMember2023-09-29 0000100378us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2023-09-29 0000100378us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-09-29 0000100378twin:AccumulatedGainLossNetNetInvestmentHedgeMember2023-09-29 0000100378us-gaap:AccumulatedTranslationAdjustmentMember2023-09-302023-12-29 0000100378us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2023-09-302023-12-29 0000100378us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-09-302023-12-29 0000100378twin:AccumulatedGainLossNetNetInvestmentHedgeMember2023-09-302023-12-29 0000100378us-gaap:AccumulatedTranslationAdjustmentMember2023-12-29 0000100378us-gaap:AccumulatedDefinedBenefitPlansAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2023-12-29 0000100378us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-12-29 0000100378twin:AccumulatedGainLossNetNetInvestmentHedgeMember2023-12-29 0000100378us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-09-282024-12-27 0000100378us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-07-012024-12-27 0000100378us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-09-302023-12-29 0000100378us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-07-012023-12-29 0000100378us-gaap:PerformanceSharesMember2024-07-012024-12-27 0000100378twin:PsuaAwardMember2024-07-012024-12-27 0000100378us-gaap:RestrictedStockMember2024-07-012024-12-27 0000100378us-gaap:RestrictedStockUnitsRSUMember2024-07-012024-12-27 0000100378us-gaap:PerformanceSharesMember2023-07-012023-12-29 0000100378twin:PsuaAwardMember2023-07-012023-12-29 0000100378us-gaap:RestrictedStockMember2023-07-012023-12-29 0000100378us-gaap:RestrictedStockUnitsRSUMember2023-07-012023-12-29 thunderdome:item 0000100378us-gaap:InterestRateSwapMember2024-09-27 0000100378twin:BankOfMontrealMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-06-30 iso4217:EUR 0000100378twin:EuroDenominatedRevolvingLoanMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-06-30 0000100378twin:EuroDenominatedRevolvingLoanMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-07-012024-12-27 0000100378twin:EuroDenominatedRevolvingLoanMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-07-012024-06-30 0000100378us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-27 0000100378us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-06-30 0000100378us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestExpenseMember2024-09-282024-12-27 0000100378us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestExpenseMember2023-09-302023-12-29 0000100378us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestExpenseMember2024-07-012024-12-27 0000100378us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestExpenseMember2023-07-012023-12-29 0000100378us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMembertwin:UnrealizedGainLossOnHedgesMember2024-09-282024-12-27 0000100378us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMembertwin:UnrealizedGainLossOnHedgesMember2023-09-302023-12-29 0000100378us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMembertwin:UnrealizedGainLossOnHedgesMember2024-07-012024-12-27 0000100378us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMembertwin:UnrealizedGainLossOnHedgesMember2023-07-012023-12-29 0000100378twin:EuroDenominatedRevolvingLoanMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMembertwin:UnrealizedGainLossOnHedgesMember2024-09-282024-12-27 0000100378twin:EuroDenominatedRevolvingLoanMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMembertwin:UnrealizedGainLossOnHedgesMember2023-09-302023-12-29 0000100378twin:EuroDenominatedRevolvingLoanMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMembertwin:UnrealizedGainLossOnHedgesMember2024-07-012024-12-27 0000100378twin:EuroDenominatedRevolvingLoanMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMembertwin:UnrealizedGainLossOnHedgesMember2023-07-012023-12-29
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

 

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

 

For the quarter ended December 27, 2024

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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.)

 

222 East Erie Street, Suite 400, Milwaukee, Wisconsin 53202

(Address of principal executive offices)

 

(262) 638-4000

(Registrant's telephone number, including area code)

 

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 (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 ☑                  No ☐   

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).             Yes ☑                  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐Accelerated Filer
Non-accelerated filer ☐Smaller reporting company  
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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes                  No ☑

 

At January 20, 2025, the registrant had 14,145,862 shares of its common stock outstanding.

 

 

 

Part I.         FINANCIAL INFORMATION

 

Item 1.         Financial Statements

TWIN DISC, INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

(UNAUDITED)

 
   

December 27, 2024

  

June 30, 2024

 

ASSETS

         

Current assets:

         

Cash

  $15,906  $20,070 

Trade accounts receivable, net

   53,670   52,207 

Inventories, net

   128,278   130,484 

Other current assets

   18,712   16,870 

Total current assets

   216,566   219,631 
          

Property, plant and equipment, net

   58,508   58,074 

Right-of-use operating lease assets

   16,431   16,622 

Intangible assets, net

   10,856   12,686 

Deferred income taxes

   2,277   2,339 

Other noncurrent assets

   2,722   2,706 
          

Total assets

  $307,360  $312,058 
          

LIABILITIES AND EQUITY

         

Current liabilities:

         

Current maturities of long-term debt

  $2,000  $2,000 

Current maturities of right-of use operating lease obligations

   2,813   2,521 

Accounts payable

   28,561   32,586 

Accrued liabilities

   69,284   62,409 

Total current liabilities

   102,658   99,516 
          

Long-term debt

   22,873   23,811 

Right-of-use operating lease obligations

   13,656   14,376 

Accrued retirement benefits

   9,613   7,854 

Deferred income taxes

   4,712   5,340 

Other long-term liabilities

   6,214   6,107 

Total liabilities

   159,726   157,004 
          

Twin Disc, Incorporated 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

   40,111   41,798 

Retained earnings

   126,610   129,592 

Accumulated other comprehensive loss

   (12,222)  (6,905)
    154,499   164,485 

Less treasury stock, at cost (486,940 and 637,778 shares, respectively)

   7,475   9,783 
          

Total Twin Disc, Incorporated shareholders' equity

   147,024   154,702 
          

Noncontrolling interest

   610   352 

Total equity

   147,634   155,054 
          

Total liabilities and equity

  $307,360  $312,058 

 

The notes to condensed consolidated financial statements are an integral part of these statements.

 

 

2

 

 

TWIN DISC, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

 
  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 
                 

Net sales

 $89,921  $72,994  $162,818  $136,547 

Cost of goods sold

  66,662   52,338   120,237   96,156 

Cost of goods sold - Other

  1,579   -   1,579   3,099 

Gross profit

  21,680   20,656   41,002   37,292 
                 

Marketing, engineering and administrative expenses

  18,920   17,218   38,407   34,136 

Income from operations

  2,760   3,438   2,595   3,156 
                 

Other (expense) income:

                

Interest expense

  (495)  (392)  (1,131)  (786)

Other income (expense), net

  386   (449)  (958)  (310)
   (109)  (841)  (2,089)  (1,096)
                 

Income before income taxes and noncontrolling interest

  2,651   2,597   506   2,060 

Income tax expense

  1,552   1,662   2,179   2,208 
                 

Net income (loss)

  1,099   935   (1,673)  (148)

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

  (180)  (5)  (173)  (95)

Net income (loss) attributable to Twin Disc, Incorporated

 $919  $930  $(1,846) $(243)
                 

Dividends per share

 $0.04  $0.04  $0.08  $0.04 
                 

Income (loss) per share data:

                

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

 $0.07  $0.07  $(0.13) $(0.02)

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

 $0.07  $0.07  $(0.13) $(0.02)
                 

Weighted average shares outstanding data:

                

Basic shares outstanding

  13,868   13,718   13,818   13,629 

Diluted shares outstanding

  14,058   13,923   13,818   13,629 
                 

Comprehensive (loss) income 

                

Net income (loss)

 $1,099  $935  $(1,673) $(148)

Benefit plan adjustments, net of income taxes of $13, ($13), $2 and ($8), respectively

  (1,668)  (108)  (1,446)  (279)

Foreign currency translation adjustment

  (11,369)  5,190   (4,078)  2,154 

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

  1,146   (485)  293   (269)

Comprehensive (loss) income

  (10,792)  5,532   (6,904)  1,458 

Less: Comprehensive income attributable to noncontrolling interest

  (122)  (40)  (258)  (190)

Comprehensive (loss) income attributable to Twin Disc, Incorporated

 $(10,914) $5,492  $(7,162) $1,268 

 

The notes to condensed consolidated financial statements are an integral part of these statements.

 

3

 

 

TWIN DISC, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

 
   

For the Two Quarters Ended

 
   

December 27, 2024

   

December 29, 2023

 
                 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net loss

  $ (1,673 )   $ (148 )

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

               

Depreciation and amortization

    6,534       5,023  

Gain on sale of assets

    (39 )     (42 )

Loss on write-down of industrial product inventory 

    1,579       -  

Loss on sale of boat management product line and related inventory

    -       3,099  

(Benefit) provision for deferred income taxes

    (363 )     280  

Stock compensation expense and other non-cash changes, net

    1,625       1,413  

Net change in operating assets and liabilities

    (3,348 )     6,422  
                 

Net cash provided by operating activities

    4,315       16,047  
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Acquisition of property, plant, and equipment

    (5,142 )     (5,419 )

Proceeds from sale of fixed assets

    39       -  

Other, net

    (76 )     (252 )
                 

Net cash used by investing activities

    (5,179 )     (5,671 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Borrowings under revolving loan arrangements

    54,824       50,632  

Repayments of revolving loan arrangements

    (54,824 )     (50,632 )

Repayments of other long-term debt

    (500 )     (1,010 )

Dividends paid to shareholders

    (1,136 )     (560 )

Payments of right-of-use finance lease obligations

    (1,017 )     (471 )

Payments of withholding taxes on stock compensation

    (1,256 )     (1,772 )
                 

Net cash used by financing activities

    (3,909 )     (3,813 )
                 

Effect of exchange rate changes on cash

    609       1,195  
                 

Net change in cash

    (4,164 )     7,758  
                 

Cash:

               

Beginning of period

    20,070       13,263  
                 

End of period

  $ 15,906     $ 21,021  

 

The notes to condensed consolidated financial statements are an integral part of these statements.

 

4

 

 

TWIN DISC, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

 

A.         Basis of Presentation

 

The unaudited condensed consolidated financial statements have been prepared by Twin Disc, Incorporated (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of the Company, include adjustments, consisting primarily 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 accounting 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. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report filed on Form 10-K for  June 30, 2024. The prior year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States.

 

The condensed consolidated financial statements and information presented herein include the financial results of Katsa Oy (“Katsa”). On May 31, 2024, the Company completed the acquisition of 100% of the outstanding common stock of Katsa. Based in Finland, Katsa is a European manufacturer of custom-designed, high-quality power transmission components and gearboxes for industrial and marine end-markets for a broad range of end market applications. Katsa also provides a wide range of after-sales services, including spare part deliveries, reverse engineering, modeling, and gearbox refurbishment. The provisional fair value estimates of Katsa's property, plant and equipment, net, intangible assets, net, and deferred income taxes are pending final review by the Company, and Katsa is included in the Company's manufacturing segment.

 

The Company’s condensed consolidated financial statements include the accounts of Twin Disc, Incorporated and its wholly-owned domestic and foreign subsidiaries. The Company's reporting period ends on the last Friday of the quarterly calendar period.  The Company's fiscal year ends on  June 30, regardless of the day of the week on which  June 30 falls. One foreign subsidiary is included based on a fiscal year ending May 31, to facilitate prompt reporting of consolidated results. All significant intercompany transactions have been eliminated.

 

Certain prior year immaterial amounts have been reclassified to conform with the current year's presentation.  The changes did not have a material impact on the Company's condensed consolidated financial position, results of operations, or cash flows in any of the periods presented.

 

Recently Issued Not Yet Adopted Accounting Standards

 

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”) to expand expense disclosures by requiring disaggregated disclosure of certain income statement expense line items, including those that contain purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, or the Company’s fiscal 2028, and subsequent interim periods, with early adoption permitted. The amendments should be applied prospectively, but retrospective application is permitted. The company is currently assessing the impact of the requirements on our Condensed Consolidated Financial Statements.  The Company is currently evaluating the impact of adopting this standard on it financial statement disclosures.

 

In November 2023, the FASB issued guidance ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The Company expects to adopt the new annual disclosures as required for fiscal 2025 and the interim disclosures as required beginning with the first quarter of fiscal 2026.

 

In December 2023, the FASB issued guidance ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income rate. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) disaggregated between domestic and foreign. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of adopting this standard on its financial statement disclosures.

 

 

5

 

Special Note Regarding Smaller Reporting Company Status

 

Under SEC Release 33-10513; 34-83550, Amendments to Smaller Reporting Company Definition, the Company qualifies as a smaller reporting company and accordingly, it has scaled some of its disclosures of financial and non-financial information in this quarterly report. The Company will continue to determine whether to provide additional scaled disclosures of financial or non-financial information in future quarterly reports, annual reports and/or proxy statements if it remains a smaller reporting company under SEC rules.

 

B.         Inventories

 

The major classes of inventories were as follows:

 

  

December 27, 2024

  

June 30, 2024

 

Inventories:

        

Finished parts

 $59,396  $60,166 

Work in process

  24,503   23,096 

Raw materials

  44,379   47,222 
  $128,278  $130,484 

 

In the second quarter of fiscal year 2025, the Company completed a product rationalization evaluation on its industrial product offerings. As a result of the evaluation, an inventory write-down on certain industrial products, totaling $1.6 million, was recorded.

 

In the first quarter of fiscal year 2024, the Company entered into an agreement to sell most of its boat management system product line located at one of its subsidiaries in Italy. The sale amount was below cost and resulted in the Company recognizing an inventory write-down of $2.1 million. The Company also evaluated its other boat management system inventory, not associated with the sale. This evaluation resulted in the Company recognizing an additional inventory write-down of $1.6 million for inventory located in the U.S. These write-downs were partially offset by certain liabilities transferred to the buyer at the time of the sale. The sale was completed in the second quarter of fiscal year 2024.

 

C.         Warranty

 

The Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its suppliers. However, its warranty obligation is affected by product failure rates, the number of units affected by the failure and the expense involved in satisfactorily addressing the situation. The warranty reserve is established based on our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. When evaluating the adequacy of the reserve for warranty costs, management takes into consideration the term of the warranty coverage, historical claim rates and costs of repair, knowledge of the type and volume of new products and economic trends. While we believe the warranty reserve is adequate and that the judgment applied is appropriate, such amounts estimated to be due and payable in the future could differ materially from what actually transpires. The following is a listing of the activity in the warranty reserve for the quarters ended December 27, 2024 and December 29, 2023:

 

  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Reserve balance, beginning of period

 $4,450  $4,160  $4,220  $3,476 

Current period expense and adjustments

  1,762   1,208   2,598   2,724 

Payments or credits to customers

  (1,851)  (898)  (2,517)  (1,718)

Translation

  198   18   258   6 

Reserve balance, end of period

 $4,559  $4,488  $4,559  $4,488 

 

6

 

The current portion of the warranty accrual ($3,467 and $3,549 as of December 27, 2024 and December 29, 2023, respectively) is reflected in accrued liabilities, while the long-term portion ($1,092 and $939 as of December 27, 2024 and December 29, 2023, respectively) is included in other long-term liabilities on the consolidated balance sheets.

 

D.         Contingencies

 

The Company is involved in litigation of which the ultimate outcome and liability to the Company, if any, is not presently determinable. Management believes that final disposition of such litigation will not have a material impact on the Company’s results of operations, financial position or cash flows.

 

E.         Business Segments

 

The Company and its subsidiaries are engaged in the manufacture and sale of marine and heavy-duty off-highway power transmission equipment. Principal products 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 controls systems. The Company sells to both domestic and foreign customers in a variety of market areas, principally 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.

 

The Company has two reportable segments: manufacturing and distribution.  These segment structures reflect the way management makes operating decisions and manages the growth and profitability of the business. It also corresponds with management’s approach of allocating resources and assessing the performance of its segments. The accounting practices of the segments are the same as those described in the summary of significant accounting policies. Transfers among segments are at established inter-company selling prices.  Management evaluates the performance of its segments based on net earnings.

 

Information about the Company’s segments is summarized as follows:

 

  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Net sales

                

Manufacturing segment sales

 $76,463  $58,368  $139,781  $112,906 

Distribution segment sales

  35,727   37,242   65,311   70,095 

Inter/Intra segment elimination – manufacturing

  (14,673)  (18,795)  (28,045)  (38,979)

Inter/Intra segment elimination – distribution

  (7,596)  (3,821)  (14,229)  (7,475)
  $89,921  $72,994  $162,818  $136,547 

Net income (loss) attributable to Twin Disc, Incorporated

                

Manufacturing segment net income

 $3,131  $2,078  $5,000  $3,636 

Distribution segment net income

  1,228   3,173   2,179   4,179 

Corporate and eliminations

  (3,440)  (4,321)  (9,025)  (8,058)
  $919  $930  $(1,846) $(243)

 

Assets

 

December 27, 2024

  

June 30, 2024

 

Manufacturing segment assets

 $459,422  $443,149 

Distribution segment assets

  39,376   73,033 

Corporate assets and elimination of intercompany assets

  (191,438)  (204,124)
  $307,360  $312,058 

 

7

 

Disaggregated revenue:

 

The following table presents details deemed most relevant to the users of the financial statements for the quarters ended December 27, 2024 and December 29, 2023.

 

Net sales by product group for the quarter ended December 27, 2024 is summarized as follows:

 

          

Elimination of

     
  

Manufacturing

  

Distribution

  

Intercompany Sales

  

Total

 

Industrial

 $9,329  $1,053  $(923) $9,459 

Land-based transmissions

  18,594   2,101   (1,685)  19,010 

Marine and propulsion systems

  48,512   27,659   (19,479)  56,692 

Other

  28   4,914   (182)  4,760 

Total

 $76,463  $35,727  $(22,269) $89,921 

 

 

Net sales by product group for the quarter ended December 29, 2023 is summarized as follows:

 

          

Elimination of

     
  

Manufacturing

  

Distribution

  

Intercompany Sales

  

Total

 

Industrial

 $5,704  $1,557  $(730) $6,531 

Land-based transmissions

  15,003   7,953   (7,093)  15,863 

Marine and propulsion systems

  37,661   24,058   (14,773)  46,946 

Other

  -   3,674   (20)  3,654 

Total

 $58,368  $37,242  $(22,616) $72,994 

 

 

Net Sales by product group for the two quarters ended December 27, 2024 is summarized as follows:

 

          Elimination of     
  

Manufacturing

  

Distribution

  

Intercompany Sales

  

Total

 

Industrial

 $18,126  $2,106  $(1,604) $18,628 

Land-based transmissions

  36,747   5,664   (6,117)  36,294 

Marine and propulsion systems

  84,859   48,992   (34,057)  99,794 

Other

  49   8,549   (496)  8,102 

Total

 $139,781  $65,311  $(42,274) $162,818 

 

 

 

Net Sales by product group for the two quarters ended December 29, 2023 is summarized as follows:

 

          

Elimination of

     
  

Manufacturing

  

Distribution

  

Intercompany Sales

  

Total

 

Industrial

 $10,994  $2,586  $(1,364) $12,216 

Land-based transmissions

  29,684   20,623   (15,867)  34,440 

Marine and propulsion systems

  72,228   40,378   (29,197)  83,409 

Other

  -   6,508   (26)  6,482 

Total

 $112,906  $70,095  $(46,454) $136,547 
 

F.         Stock-Based Compensation

 

In the first quarter of fiscal 2025, the Company adopted the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan (the “Omnibus Plan”), which was subsequently approved by the Company’s shareholders.  The Omnibus Plan amended and restated the Twin Disc, Incorporated 2021 Long-Term Incentive Plan (the “2021 LTI Plan”), and effectively replaced the Twin Disc, Incorporated 2020 Stock Incentive Plan for Non-Employee Directors (the “2020 Directors' Plan”).  Benefits under the Omnibus Plan may be granted, awarded or paid in any one or a combination of stock options, stock appreciation rights, restricted stock awards, restricted stock units, cash-settled restricted stock units, performance stock awards, performance stock unit awards, performance unit awards, and dividend equivalent awards.  The Omnibus Plan is designed to benefit key employees and consultants of the Company and its subsidiaries, as well as non-employee directors of the Company.

 

8

 

There is reserved for issuance under the Plan an aggregate of 1,636,550 shares of the Company’s common stock, which consists of the previously-approved 715,000 shares of common stock reserved for issuance under the 2021 LTI Plan prior to its amendment and restatement to become the Omnibus Plan; 521,550 shares of common stock that remained available for issuance under the 2020 Directors' Plan; and 400,000 newly authorized shares of common stock. Shares issued under the Omnibus Plan may be authorized and unissued shares or shares reacquired by the Company in the open market or a combination of both. The aggregate amount is subject to proportionate adjustments for stock dividends, stock splits and similar changes.

 

Performance Stock Awards (PSA)

 

During the first two quarters of fiscal 2025 and 2024, the Company granted a target number of 116.1 and 119.3 PSAs, respectively, to various employees of the Company, including executive officers.

 

The fiscal 2025 PSAs will vest if the Company achieves performance-based target objectives relating to average return on invested capital and cumulative EBITDA (as defined in the PSA Grant Agreement), in the cumulative three fiscal year period ending June 30, 2027. These PSAs are subject to adjustment if the Company’s return on invested capital and cumulative EBITDA falls below or exceeds the specified target objective, and the maximum number of performance shares that can be awarded if the target objective is exceeded is 232.2.

 

The fiscal 2024 PSAs will vest if the Company achieves performance-based target objectives relating to average return on invested capital and cumulative EBITDA (as defined in the PSA Grant Agreement), in the cumulative three fiscal year period ending June 30, 2026. These PSAs are subject to adjustment if the Company’s return on invested capital and cumulative EBITDA falls below or exceeds the specified target objective, and the maximum number of performance shares that can be awarded if the target objective is exceeded is 238.7.

 

There were 350.0 and 335.2 unvested PSAs outstanding at December 27, 2024 and December 29, 2023, respectively. The fair value of the PSAs (on the date of grant) is expensed over the performance period for the shares that are expected to ultimately vest. Compensation expense of $376 and $325 was recognized for the quarters ended December 27, 2024 and December 29, 2023, respectively, related to PSAs. Compensation expense of $1,035 and $379 was recognized for the two quarters ended December 27, 2024 and December 29, 2023, respectively, related to PSAs. The weighted average grant date fair value of the unvested awards at December 27, 2024 was $10.85. At December 27, 2024, the Company had $2,296 of unrecognized compensation expense related to the unvested shares that would vest if the specified target objective was achieved for the fiscal 2024 and 2023 awards. The total fair value of PSAs vested as of December 27, 2024 and December 29, 2023 was $0.

 

Performance Stock Unit Awards (PSUA)

 

The PSUAs entitle an individual to shares of common stock of the Company or cash in lieu of shares of Company common stock if specific terms and conditions or restrictions are met through a specified date. During the first two quarters of fiscal 2024 and 2023, the Company granted a target number of 0 and 10.5 PSUAs, respectively, to various individuals in the Company. The fiscal 2024 PSUAs will vest if the Company achieves performance-based target objectives relating to average return on invested capital and cumulative EBITDA (as defined in the PSUA Grant Agreement), in the cumulative three fiscal year period ending June 30, 2026. These PSUAs are subject to adjustment if the Company’s return on invested capital and cumulative EBITDA falls below or exceeds the specified target objective, and the maximum number of performance shares that can be awarded if the target objective is exceeded is 20.9.

 

There were 10.5 and 10.5 unvested PSUAs outstanding at December 27, 2024 and December 29, 2023, respectively. The fair value of the PSUAs (on the date of grant) is expensed over the performance period for the shares that are expected to ultimately vest. Compensation expense of $11 and $11 was recognized for the quarters ended December 27, 2024 and December 29, 2023, respectively, related to PSUAs. Compensation expense of $22 and $18 was recognized for the two quarters ended December 27, 2024 and December 29, 2023, respectively, related to PSUAs. The weighted average grant date fair value of the unvested awards at December 27, 2024 was $12.15. At December 27, 2024, the Company had $65 of unrecognized compensation expense related to the unvested shares that would vest if the specified target objective was achieved for the fiscal 2024 awards. The total fair value of PSUAs vested as of December 27, 2024 and December 29, 2023 was $0.

 

9

 

Restricted Stock Awards (RS)

 

The Company has unvested RS awards outstanding that will vest if certain service conditions are fulfilled. The fair value of the RS grants is recorded as compensation expense over the vesting period, which is generally 1 to 3 years. During the first two quarters of fiscal 2024 and 2023, the Company granted 44.0 and 115.7 service based restricted shares, respectively, to employees and non-employee directors. There were 251.0 and 251.3 unvested shares outstanding at December 27, 2024 and December 29, 2023, respectively. A total of 0 and 2.4 shares of restricted stock were forfeited during the two quarters ended December 27, 2024 and December 29, 2023, respectively. Compensation expense of $317 and $310 was recognized for the quarters ended December 27, 2024 and December 29, 2023, respectively. Compensation expense of $628 and $623 was recognized for the two quarters ended December 27, 2024 and December 29, 2023, respectively. The total fair value of restricted stock grants vested as of December 27, 2024 and December 29, 2023 was $437 and $2,206, respectively. As of December 27, 2024, the Company had $1,176 of unrecognized compensation expense related to restricted stock which will be recognized over the next three years.

 

Restricted Stock Unit Awards (RSU)

 

The RSUs entitle an individual to shares of common stock of the Company or cash in lieu of shares of Company common stock if specific terms and conditions or restrictions are met through a specified date, generally three years from the date of grant or when performance conditions have been met. The fair value of the RSUs (on the date of grant) is recorded as compensation expense over the vesting period. During the first two quarters of fiscal 2024 and 2023, the Company granted 77.4 and 7.1 of employment based RSUs, respectively. There were 159.9 and 135.0 unvested RSUs outstanding at December 27, 2024 and December 29, 2023, respectively. Compensation expense of $149 and $126 was recognized for the quarters ended December 27, 2024 and December 29, 2023, respectively. Compensation expense of $192 and $247 was recognized for the two quarters ended December 27, 2024 and December 29, 2023, respectively. The total fair value of restricted stock units vested as of December 27, 2024 and December 29, 2023 was $701 and $25, respectively. The weighted average grant date fair value of the unvested awards at December 27, 2024 was $10.88. As of December 27, 2024, the Company had $1,022 of unrecognized compensation expense related to restricted stock which will be recognized over the next three years.

 

G.         Pension and Other Postretirement Benefit Plans

 

The Company has non-contributory, qualified defined benefit plans covering substantially all domestic employees hired prior to October 1, 2003 and certain foreign employees. Additionally, the Company provides healthcare and life insurance benefits for certain domestic retirees.

 

The components of the net periodic benefit cost for the defined benefit pension plans and the other postretirement benefit plan are as follows:

 

  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Pension Benefits:

                

Service cost

 $81  $94  $164  $188 

Prior service cost

  5   -   10   - 

Interest cost

  836   896   1,672   1,792 

Expected return on plan assets

  (826)  (1,048)  (1,652)  (2,096)

Amortization of transition obligation

  10   10   20   19 

Amortization of prior service cost

  6   9   13   17 

Amortization of actuarial net loss

  246   16   493   31 

Net periodic benefit cost (gain)

 $358  $(23) $720  $(49)
                 

Postretirement Benefits:

                

Service cost

 $2  $2  $5  $4 

Interest cost

  53   48   106   95 

Amortization of prior service benefit

  (69)  (22)  (137)  (44)

Amortization of actuarial net gain

  (10)  (155)  (19)  (310)

Net periodic benefit gain 

 $(24) $(127) $(45) $(255)

 

10

 

The service cost component is included in cost of goods sold and marketing, engineering, and administrative expenses. All other components of net periodic benefit cost are included in other (expense) income, net.

 

The Company expects to contribute approximately $535 to its pension plans in fiscal 2024. As of December 27, 2024, $396 in contributions to the pension plans have been made.

 

The Company has reclassified $140 (net of $13 in taxes) of benefit plan adjustments from accumulated other comprehensive loss during the quarter ended December 27, 2024, and ($108) (net of ($13) in taxes) during the quarter ended December 29, 2023. These reclassifications are included in the computation of net periodic benefit cost (gain). The Company has reclassified $361 (net of $2 in taxes) of benefit plan adjustments from accumulated other comprehensive loss during the two quarters ended December 27, 2024, and ($279) (net of ($8) in taxes) during the two quarters ended December 29, 2023. These reclassifications are included in the computation of net periodic benefit cost (gain).

 

H.         Income Taxes

 

Accounting policies for interim reporting require the Company to adjust its effective tax rate each quarter to be consistent with the estimated Annual Effective Tax Rate (AETR). Under this effective tax rate methodology, the Company applies an estimated annual income tax rate to its year-to-date ordinary earnings to derive its income tax provision each quarter. To calculate its AETR, an entity must estimate its ordinary income or loss and the related tax expense or benefit for its full fiscal year. In situations in which an entity is in a loss position and recognizes a full valuation allowance, the guidance in ASC 740-270-25-9 applies. Due to continued historical domestic losses and uncertain future domestic earnings, the Company continues to recognize a full domestic valuation allowance.

 

Permanent differences continue to fluctuate and are significant compared to projected ordinary income. Therefore, per ASC guidance, the fully valued domestic entity was removed from the annualized effective rate calculation. Because of the full U.S. valuation allowance, the U.S. entity may only recognize tax expense (benefit) recorded for ASC 740-10 adjustments.

 

  

For the Quarter-Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Foreign earnings, before income taxes of $1,552, $1,683, $2,406, and $2,199, respectively

 $5,660  $6,209  $9,100  $8,264 

Domestic losses, before income taxes of $0, ($21), ($227) and $9, respectively

  (3,009)  (3,612)  (8,594)  (6,204)

Earnings before income taxes and noncontrolling interest

 $2,651  $2,597  $506  $2,060 
                 

Income tax expense

 $1,552  $1,662  $2,179  $2,208 

Effective income tax rate

  58.5%  64.0%  430.6%  107.2%

 

Due to the full US valuation allowance currently in place, no tax benefit can be recognized on the domestic losses.

 

A discrete expense was recorded during the period of $148 related to foreign returns filed compared to income tax provision accrued.

 

11

 
 

I.         Intangible Assets

 

As of December 27, 2024, the following acquired intangible assets have definite useful lives and are subject to amortization:

 

  

Net Book Value Rollforward

  

Net Book Value By Asset Type

 
  

Gross Carrying Amount

  

Accumulated Amortization / Impairment

  

Net Book

Value

  

Customer Relationships

  

Technology

Know-how

  

Trade Name

  

Other

  

Total

 

Balance at June 30, 2024

 $34,533  $(21,847) $12,686  $6,720  $2,098  $1,511  $2,357  $12,686 

Addition

  203   -   203   -   -   -   203   203 

Amortization

  -   (1,806)  (1,806)  (650)  (627)  (125)  (404)  (1,806)

Translation adjustment

  (227)  -   (227)  (156)  (50)  (18)  (3)  (227)

Balance at December 27, 2024

 $34,509  $(23,653) $10,856  $5,914  $1,421  $1,368  $2,153  $10,856 

 

Other intangibles consist mainly of computer software. Amortization is recorded on the basis of straight-line or accelerated, as appropriate, over the estimated useful lives of the assets.

 

The weighted average remaining useful life of the intangible assets included in the table above is approximately 5 years.

 

Intangible amortization expense was $880 and $817 for the quarters ended December 27, 2024, and December 29, 2023, respectively. Intangible amortization expense was $1,806 and $1,636 for the two quarters ended December 27, 2024, and December 29, 2023, respectively. Estimated intangible amortization expense for the remainder of fiscal 2025 and each of the next five fiscal years and thereafter is as follows:

 

 

Fiscal Year

    

2025

 $1,678 

2026

  2,552 

2027

  1,992 

2028

  1,785 

2029

  1,331 

2030

  307 

Thereafter

  1,211 
  $10,856 
 

J.

Long-term Debt

 

Long-term debt at December 27, 2024 and June 30, 2024 consisted of the following:

 

  

December 27, 2024

  

June 30, 2024

 

Credit Agreement Debt

        

Revolving loans (expire April 2027)

 $15,851  $16,288 

Term loan (due April 2027)

  9,000   9,500 

Other

  22   23 

Subtotal

  24,873   25,811 

Less: current maturities

  (2,000)  (2,000)

Total long-term debt

 $22,873  $23,811 

 

12

 

Credit Agreement Debt: On June 29, 2018, the Company entered into a Credit Agreement (the “Credit Agreement”) with BMO Harris Bank N.A. (“BMO”) that provided for the assignment and assumption of the previously existing loans between the Company and Bank of Montreal (the “2016 Credit Agreement”) and subsequent amendments into a term loan (the “Term Loan”) and revolving credit loans (each a “Revolving Loan” and, collectively, the “Revolving Loans,” and, together with the Term Loan, the “Loans”). Pursuant to the Credit Agreement, BMO agreed to make the Term Loan to the Company in a principal amount not to exceed $35.0 million and the Company may, from time to time prior to the maturity date, enter into Revolving Loans in amounts not to exceed, in the aggregate, $50.0 million (the “Revolving Credit Commitment”), subject to a Borrowing Base based on Eligible Inventory and Eligible Receivables. Subsequent amendments to the Credit Agreement reduced the Term Loan to $20.0 million, extended the maturity date of the Term Loan to April 1, 2027, and require the Company to make principal installment payments on the Term Loan of $0.5 million per quarter. In addition, under subsequent amendments to the Credit Agreement, BMO’s Revolving Credit Commitment is currently $45.0 million. The Credit Agreement also allows the Company to obtain Letters of Credit from BMO, which if drawn upon by the beneficiary thereof and paid by BMO, would become Revolving Loans. Under the Credit Agreement, the Company may not pay cash dividends on its common stock in excess of $5.0 million in any fiscal year. The term of the Revolving Loans under the Credit Agreement currently runs through April 1, 2027.

 

Under the Credit Agreement as amended, interest rates are based on either the secured overnight financing rate (“SOFR”) or the euro interbank offered rate (the “EURIBO Rate”). Loans are designated either as “SOFR Loans,” which accrue interest at an Adjusted Term SOFR plus an Applicable Margin, or “Eurodollar Loans,” which accrue interest at the EURIBO Rate plus an Applicable Margin. Amounts drawn on a Letter of Credit that are not timely reimbursed to the Bank bear interest at a Base Rate plus an Applicable Margin. The Company also pays a commitment fee on the average daily Unused Revolving Credit Commitment equal to an Applicable Margin. Currently, the Applicable Margins are between 2.00% and 3.50% for Revolving Loans and Letters of Credit; 2.125% and 3.625% for Term Loans; and 0.15% and 0.30% for the Unused Revolving Credit Commitment (each depending on the Company’s Total Funded Debt to EBITDA ratio).

 

The Credit Agreement, as amended, requires the Company to meet certain financial covenants. Specifically, the Company’s Total Funded Debt to EBITDA ratio may not exceed 3.50 to 1.00, and the Company’s Fixed Charge Coverage Ratio may not be less than 1.10 to 1.00. In determining whether the Company is in compliance with its Total Funded Debt/EBITDA Ratio, the Company’s EBITDA will include transaction expenses of up to $0.6 million for the Katsa acquisition, as well as pro-forma EBITDA of Katsa as permitted by the Bank. The Company’s Tangible Net Worth may not be less than $100.0 million plus 50% of positive Net Income for each fiscal year ending on or after June 30, 2023.

 

Borrowings under the Credit Agreement are secured by substantially all of the Company’s personal property, including accounts receivable, inventory, machinery and equipment, and intellectual property. The Company has also pledged 100% of its equity interests in certain domestic subsidiaries and 65% of its equity interests in certain foreign subsidiaries. The Company also entered into a Collateral Assignment of Rights under Purchase Agreement for its acquisition of Veth Propulsion. To effect these security interests, the Company entered into various amendment and assignment agreements that consent to the assignment of certain agreements previously entered into between the Company and the Bank of Montreal in connection with the 2016 Credit Agreement. The Company also amended and assigned to BMO a Negative Pledge Agreement that it has previously entered into with Bank of Montreal, pursuant to which it agreed not to sell, lease or otherwise encumber real estate that it owns except as permitted by the Credit Agreement and the Negative Pledge Agreement.

 

The Company has also entered into a Deposit Account Control Agreement with the Bank, reflecting the Bank’s security interest in deposit accounts the Company maintains with the Bank. The Bank may not provide a notice of exclusive control of a deposit account (thereby obtaining exclusive control of the account) prior to the occurrence or existence of a Default or an Event of Default under the Credit Agreement or otherwise upon the occurrence or existence of an event or condition that would, but for the passage of time or the giving of notice, constitute a Default or an Event of Default under the Credit Agreement.

 

Upon the occurrence of an Event of Default, BMO may take the following actions upon written notice to the Company: (1) terminate its remaining obligations under the Credit Agreement; (2) declare all amounts outstanding under the Credit Agreement to be immediately due and payable; and (3) demand the Company to immediately Cash Collateralize L/C Obligations in an amount equal to 105% of the aggregate L/C Obligations or a greater amount if BMO determines a greater amount is necessary. If such Event of Default is due to the Company’s bankruptcy, BMO may take the three actions listed above without notice to the Company.

 

The Company remains in compliance with its liquidity and other covenants.

 

As of December 27, 2024, current maturities include $2,000 of term loan payments due within the coming year.

 

Other: During the quarter ended December 27, 2024, the average interest rate was 7.94% on the Term Loan, and 6.09% on the Revolving Loans.

 

As of December 27, 2024, the Company’s borrowing capacity on the Revolving Loans under the terms of the Credit Agreement was $42,909, and the Company had approximately $27,058 of available borrowings. In addition to the Credit Agreement, the Company has established unsecured lines of credit that are used from time to time to secure certain performance obligations by the Company.

 

13

 

The Company’s borrowings described above approximate fair value at December 27, 2024 and June 30, 2024. If measured at fair value in the financial statements, long-term debt (including the current portion) would be classified as Level 2 in the fair value hierarchy.

 

The Company is party to an interest rate swap arrangement with Bank of Montreal, with an initial notional amount of $20,000 and a maturity date of March 4, 2026 to hedge the Term Loan. As of December 27, 2024, the notional amount was $9,000. This swap has been designated as a cash flow hedge under ASC 815, Derivatives and Hedging. This swap is included in the disclosures in Note O, Derivative Financial Instruments.

 

During the fourth quarter of fiscal 2021, the Company designated its euro denominated Revolving Loan as a net investment hedge to mitigate the risk of variability in its euro denominated net investments in wholly-owned foreign companies. Effective upon the designation, all changes in the fair value of the euro revolver are reported in accumulated other comprehensive loss along with the foreign currency translation adjustments on those foreign investments. This net investment hedge is included in the disclosures in Note O, Derivative Financial Instruments.

 

K.

Shareholders Equity

 

The Company, from time to time, makes open market purchases of its common stock under authorizations given to it by the Board of Directors, of which 315.0 shares as of December 27, 2024 remain authorized for purchase.  The Company did not make any open market purchases of its shares during the quarters ended December 27, 2024 and December 29, 2023.

 

The following is a reconciliation of the Company’s equity balances for the first two fiscal quarters of 2025 and 2024:

 

  

Twin Disc, Inc. Shareholders’ Equity

 
          

Accumulated

             
          

Other

      

Non-

     
  

Common

  

Retained

  

Comprehensive

  

Treasury

  

Controlling

  

Total

 
  

Stock

  

Earnings

  

Loss

  

Stock

  

Interest

  

Equity

 

Balance, June 30, 2024

  41,798   129,592   (6,905)  (9,783)  352  $155,054 

Net loss

      (2,765)          (7)  (2,772)

Dividends paid to shareholders

      (570)              (570)

Translation adjustments

          7,148       143   7,291 

Benefit plan adjustments, net of tax

          221           221 

Unrealized loss on hedges, net of tax

          (853)          (853)

Compensation expense

  1,024                   1,024 

Stock awards, net

  (2,920)          1,671       (1,249)

Balance, September 27, 2024

  39,902   126,257   (389)  (8,112)  488   158,146 

Net income

      919           180   1,099 

Dividends paid to shareholders

      (566)              (566)

Translation adjustments

          (11,311)      (58)  (11,369)

Benefit plan adjustments, net of tax

          (1,668)          (1,668)

Unrealized gain on hedges, net of tax

          1,146           1,146 

Compensation expense

  853                   853 

Stock awards, net

  (644)          637       (7)

Balance, December 27, 2024

 $40,111  $126,610  $(12,222) $(7,475) $610  $147,634 

 

14

 
  

Twin Disc, Inc. Shareholders’ Equity

 
          

Accumulated

             
          

Other

      

Non-

     
  

Common

  

Retained

  

Comprehensive

  

Treasury

  

Controlling

  

Total

 
  

Stock

  

Earnings

  

Loss

  

Stock

  

Interest

  

Equity

 

Balance, June 30, 2023

  42,855   120,299   (5,570)  (12,491)  424  $145,517 

Net (loss) income

      (1,173)          90   (1,083)

Translation adjustments

          (3,096)      60   (3,036)

Benefit plan adjustments, net of tax

          (171)          (171)

Unrealized gain on hedges, net of tax

          216           216 

Compensation expense

  495                   495 

Stock awards, net

  (3,911)          2,148       (1,763)

Balance, September 29, 2023

  39,439   119,126   (8,621)  (10,343)  574   140,175 

Net income

      930           5   935 

Dividends paid to shareholders

      (560)              (560)

Translation adjustments

          5,155       35   5,190 

Benefit plan adjustments, net of tax

          (108)          (108)

Unrealized loss on hedges, net of tax

          (485)          (485)

Compensation expense

  772                   772 

Stock awards, net

  (550)          541       (9)

Balance, December 29, 2023

 $39,661  $119,496  $(4,059) $(9,802) $614  $145,910 

 

Reconciliations for the changes in accumulated other comprehensive loss, net of tax, by component for the quarters ended December 27, 2024 and December 29, 2023 are as follows:

 

  

Translation

  

Benefit Plan

  

Cash Flow

  

Net Investment

 
  

Adjustment

  

Adjustment

  

Hedges

  

Hedges

 

Balance, June 30, 2024

 $(849) $(8,062) $504  $1,502 

Translation adjustment during the quarter

  7,148   -   -   - 

Amounts reclassified from accumulated other comprehensive loss

  -   221   (169)  (684)

Net current period other comprehensive income (loss)

  7,148   221   (169)  (684)

Balance, September 27, 2024

 $6,299  $(7,841) $335  $818 

Translation adjustment during the quarter

  (11,311)  -   -   - 

Return on plan assets

      (1,808)        

Amounts reclassified from accumulated other comprehensive loss

  -   140   24   1,122 

Net current period other comprehensive (loss) income

  (11,311)  (1,668)  24   1,122 

Balance, December 27, 2024

 $(5,012) $(9,509) $359  $1,940 

 

  

Translation

  

Benefit Plan

  

Cash Flow

  

Net Investment

 
  

Adjustment

  

Adjustment

  

Hedges

  

Hedges

 

Balance, June 30, 2023

 $(1,582) $(5,948) $688  $1,272 

Translation adjustment during the quarter

  (3,096)  -   -   - 

Amounts reclassified from accumulated other comprehensive loss

  -   (171)  (6)  222 

Net current period other comprehensive (loss) income

  (3,096)  (171)  (6)  222 

Balance, September 29, 2023

 $(4,678) $(6,119) $682  $1,494 

Translation adjustment during the quarter

  5,155   -   -   - 

Amounts reclassified from accumulated other comprehensive loss

  -   (108)  (183)  (302)

Net current period other comprehensive income (loss)

  5,155   (108)  (183)  (302)

Balance, December 29, 2023

 $477  $(6,227) $499  $1,192 

 

15

 

Reconciliation for the changes in benefit plan adjustments, net of tax for the quarter ended December 27, 2024 are as follows:

 

  

Quarter Ended

   

Two Quarters

Ended

 
  

December 27, 2024

   

December 27, 2024

 

Changes in benefit plan items

         

Actuarial losses

 $180(a) 

 

 $464(a) 

Transition asset and prior service benefit

  (53)(a)

 

  (104)(a)

Return on plan assets

  (1,808)   (1,808)

Total amortization

  (1,681)   (1,448)

Income taxes

  13    2 

Total reclassification, net of tax

 $(1,668)  $(1,446)

 

Reconciliation for the changes in benefit plan adjustments, net of tax for the quarter ended December 29, 2023 is as follows:

 

  

Quarter Ended

   

Two Quarters Ended

 
  

December 29, 2023

   

December 29, 2023

 

Changes in benefit plan items

         

Actuarial losses

 $(91)(a)

 

 $(263)(a)

Transition asset and prior service benefit

  (4)(a)

 

  (8)(a)

Total amortization

  (95)   (271)

Income taxes

  (13)   (8)

Total reclassification, net of tax

 $(108)  $(279)

 

 

(a)

These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note G, "Pension and Other Postretirement Benefit Plans" for further details).

 

L.

Earnings Per Share

 

The Company calculates basic earnings per share based upon the weighted average number of common shares outstanding during the period, while the calculation of diluted earnings per share includes the dilutive effect of potential common shares outstanding during the period.  The calculation of diluted earnings per share excludes all potential common shares if their inclusion would have an anti-dilutive effect.  Certain restricted stock award recipients have a non-forfeitable right to receive dividends declared by the Company and are therefore included in computing earnings per share pursuant to the two-class method. 

 

16

 

The components of basic and diluted earnings per share were as follows:

 

  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Basic:

                

Net income (loss)

 $1,099  $935  $(1,673) $(148)

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

  (180)  (5)  (173)  (95)

Net income (loss) attributable to Twin Disc, Incorporated

  919   930   (1,846)  (243)
                 

Weighted average shares outstanding - basic

  13,868   13,718   13,818   13,629 
                 

Basic Income (Loss) Per Share:

                

Net earnings (loss) per share - basic

 $0.07  $0.07  $(0.13) $(0.02)
                 

Diluted:

                

Net income (loss)

 $1,099  $935  $(1,673) $(148)

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

  (180)  (5)  (173)  (95)

Net income (loss) attributable to Twin Disc, Incorporated

  919   930   (1,846)  (243)
                 

Weighted average shares outstanding - basic

  13,868   13,718   13,818   13,629 

Effect of dilutive stock awards

  190   205   -   - 

Weighted average shares outstanding - diluted

  14,058   13,923   13,818   13,629 
                 

Diluted Income (Loss) Per Share:

                

Net earnings (loss) per share - diluted

 $0.07  $0.07  $(0.13) $(0.02)

 

The following potential common shares were excluded from diluted EPS for the two quarters ended December 27, 2024 as the Company reported a net loss: 404.3 related to the Company’s unvested PSAs, 7.9 related to the Company’s unvested PSAUs, 171.0 related to the Company’s unvested RS awards, and 68.0 related to the Company’s unvested RSUs.

 

The following potential common shares were excluded from diluted EPS for the two quarters ended December 29, 2023 as the Company reported a net loss: 330.0 related to the Company’s unvested PSAs, 10.5 related to the Company’s unvested PSAUs, 80.2 related to the Company’s unvested RS awards, and 87.4 related to the Company’s unvested RSUs.

 

M.

Lease Liabilities

 

The Company leases certain office and warehouse space, as well as production and office equipment.

 

The Company determines if an arrangement is a lease at contract inception. The lease term begins upon lease commencement, which is when the Company takes possession of the asset, and may include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. As its lease agreements typically do not provide an implicit rate, the Company primarily uses an incremental borrowing rate based upon the information available at lease commencement. In determining the incremental borrowing rate, the Company considers its current borrowing rate, the term of the lease, and the economic environments where the lease activity is concentrated. Some of the Company’s leases contain non-lease components (e.g., common area, other maintenance costs, etc.) that relate to the lease components of the agreement. Non-lease components and the lease components to which they relate are accounted for as a single lease component.

 

17

 

The following table provides a summary of leases recorded on the condensed consolidated balance sheet.

 

 

Condensed Consolidated Balance Sheet

Location

 

December 27, 2024

  

June 30, 2024

 

Lease Assets

         

Right-of-use operating lease assets

Right-of-use operating lease assets

 $16,431  $16,622 

Right-of-use finance lease assets

Property, plant and equipment, net

  5,435   5,210 
          

Lease Liabilities

         

Right-of use operating lease liabilities, current

Current maturities of right-of use operating lease obligations

 $2,813  $2,521 

Right-of use operating lease liabilities, non-current

Right-of use operating lease obligations

  13,656   14,376 

Right of use finance lease liabilities, current

Accrued liabilities

  880   713 

Right of use finance lease liabilities, non-current

Other long-term liabilities

  4,980   4,795 

 

The components of lease expense were as follows:

 

  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Finance lease cost:

                

Amortization of right-of-use assets

 $237  $175  $469  $397 

Interest on lease liabilities

  96   77   189   151 

Operating lease cost

  1,003   882   1,942   1,775 

Short-term lease cost

  22   6   33   9 

Variable lease cost

  139   99   239   199 

Total lease cost

  1,497   1,239   2,874   2,531 

Less: Sublease income

  (21)  (20)  (42)  (41)

Net lease cost

 $1,476  $1,219  $2,830  $2,490 

 

Other information related to leases was as follows:

 

  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Cash paid for amounts included in the measurement of lease liabilities:

                

Operating cash flows from operating leases

 $1,084  $934  $2,086  $1,871 

Operating cash flows from finance leases

  97   76   192   149 

Financing cash flows from finance leases

  471   207   1,017   471 

Right-of-use-assets obtained in exchange for lease obligations:

                

Operating leases

  1,255   188   1,581   188 

Finance leases

  224   123   732   657 

Weighted average remaining lease term (years):

             

Operating leases

          7.9   8.1 

Finance lease

          8.1   9.5 

Weighted average discount rate:

                

Operating leases

          8.5%  7.6%

Finance leases

          6.4%  5.8%

 

18

 

Approximate future minimum rental commitments under non-cancellable leases as of December 27, 2024 were as follows:         

 

  

Operating Leases

  

Finance Leases

 

2024

 $2,095  $593 

2025

  3,869   1,154 

2026

  3,233   1,085 

2027

  2,339   986 

2028

  2,215   695 

2029

  1,774   526 

Thereafter

  7,661   2,285 

Total future lease payments

  23,186   7,324 

Less: Amount representing interest

  (6,717)  (1,464)

Present value of future payments

 $16,469  $5,860 
 

N.

Derivative Financial Instruments

 

From time to time, the Company enters into derivative instruments to manage volatility arising from risks relating to interest rates and foreign currency exchange rates. The Company does not purchase, hold or sell derivative financial instruments for trading purposes. The Company’s practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if it determines the underlying forecasted transaction is no longer probable of occurring.

 

The Company reports all derivative instruments on its condensed consolidated balance sheets at fair value and establishes criteria for designation and effectiveness of transactions entered into for hedging purposes.

 

Interest Rate Swap Contracts

 

The Company has one outstanding interest rate swap contract as of December 27, 2024, with a notional amount of $9,000. It has been designated as a cash flow hedge in accordance with ASC 815, Derivatives and Hedging.

 

The primary purpose of the Company’s cash flow hedging activities is to manage the potential changes in value associated with interest payments on the Company’s SOFR-based indebtedness. The Company records gains and losses on interest rate swap contracts qualifying as cash flow hedges in accumulated other comprehensive loss to the extent that these hedges are effective and until the Company recognizes the underlying transactions in net earnings, at which time these gains and losses are recognized in interest expense on its condensed consolidated statements of operations and comprehensive income (loss). Cash flows from derivative financial instruments are classified as cash flows from financing activities on the consolidated statements of cash flows. These contracts generally have original maturities of greater than twelve months.

 

Net unrealized after-tax gains related to cash flow hedging activities that were included in accumulated other comprehensive loss were $359 and $504 as of December 27, 2024, and June 30, 2024, respectively. The unrealized amounts in accumulated other comprehensive loss will fluctuate based on changes in the fair value of open contracts during each reporting period.

 

The Company estimates that $132 of net unrealized losses related to cash flow hedging activities included in accumulated other comprehensive loss will be reclassified into earnings within the next twelve months.

 

Derivatives Designated as Net Investment Hedges

 

The Company is exposed to foreign currency exchange rate risk related to its investment in net assets in foreign countries. During the fourth quarter of fiscal 2021, the Company designated its euro denominated Revolving Loan, with a notional amount of €13,000, as a net investment hedge to mitigate the risk of variability in its euro denominated net investments in wholly-owned foreign subsidiaries. All changes in the fair value of the euro revolver were then recorded in accumulated other comprehensive loss along with the foreign currency translation adjustments on those foreign investments. Net unrealized after-tax income related to net investment hedging activities that were included in accumulated other comprehensive loss were $1,940 and $1,502 as of December 27, 2024 and June 30, 2024, respectively.

 

19

 

Fair Value of Derivative Instruments

 

The fair value of derivative instruments included in the condensed consolidated balance sheets were as follows:         

 

 

Condensed Consolidated Balance

Sheet Location

 

December 27, 2024

  

June 30, 2024

 

Derivative designated as hedge:

         

Interest rate swap

Other current assets

 $123  $218 

Interest rate swap

Other noncurrent assets

  26   76 

 

The impact of the Company’s derivative instruments on the condensed consolidated statements of operations and comprehensive (loss) income for the quarters ended December 27, 2024 and December 29, 2023, respectively, was as follows:

 

 

Condensed Consolidated Statements

of Operations and Comprehensive

 

For the Quarter Ended

   

For the Two Quarters Ended

 
 

(Loss) Income Location

 

December 27, 2024

   

December 29, 2023

   

December 27, 2024

   

December 29, 2023

 

Derivative designated as hedge:

                                 

Interest rate swap

Interest expense

  $ 55     $ 67     $ 112     $ 138  

Interest rate swap

Unrealized gain (loss) on hedges

    (24 )     183       145       189  

Net investment hedge

Unrealized gain (loss) on hedges

    (1,122 )     302       (438 )     80  

 

20

 
 
 

Item 2.         Management Discussion and Analysis

 

In the financial review that follows, we discuss our results of operations, financial condition and certain other information. This discussion should be read in conjunction with our consolidated financial statements as of December 27, 2024, and related notes, as reported in Item 1 of this Quarterly Report.

 

Some of the statements in this Quarterly Report on Form 10-Q are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include the Company’s description of plans and objectives for future operations and assumptions behind those plans. The words “anticipates,” “believes,” “intends,” “estimates,” and “expects,” or similar anticipatory expressions, usually identify forward-looking statements. In addition, goals established by the Company should not be viewed as guarantees or promises of future performance. There can be no assurance the Company will be successful in achieving its goals.

 

In addition to the assumptions and information referred to specifically in the forward-looking statements, other factors, including but not limited to those factors discussed under Item 1A, Risk Factors, of the Company’s Annual Report filed on Form 10-K for June 30, 2024, as supplemented in this Quarterly Report, could cause actual results to be materially different from what is expressed or implied in any forward-looking statement.

 

Results of Operations

 

   

Quarter Ended

   

Two Quarters Ended

 
   

December 27, 2024

   

% of Net

Sales

   

December 29, 2023

   

% of Net

Sales

   

December 27, 2024

   

% of Net

Sales

   

December 29, 2023

   

% of Net

Sales

 

Net sales

  $ 89,921             $ 72,994             $ 162,818             $ 136,547          

Cost of goods sold

    66,662               52,338               120,237               96,156          

Cost of goods sold - other

    1,579               -               1,579               3,099          

Gross profit

    21,680       24.1 %     20,656       28.3 %     41,002       25.2 %     37,292       27.3 %

Marketing, engineering and administrative expenses

    18,920       21.0 %     17,218       23.6 %     38,407       23.6 %     34,136       25.0 %

Income from operations

  $ 2,760       3.1 %   $ 3,438       4.7 %   $ 2,595       1.6 %   $ 3,156       2.3 %

 

Comparison of the Second Quarter of Fiscal 2025 with the Second Quarter of Fiscal 2024

 

Net sales for the second quarter increased 23.2%, or $16.9 million, to $89.9 million from $73.0 million in the same quarter a year ago. The acquisition of Katsa Oy, completed in the fourth quarter of fiscal 2024, contributed $10.0 million of additional revenue in the quarter. This was partially offset by the sale of the boat management system product line in the prior year, reducing revenue by $0.8 million in the quarter. The remaining increase of $7.1 million primarily reflects continued growth in demand for the company’s Veth propulsion systems, along with improved shipments of the Company’s products for the airport rescue and firefighting (“ARFF”) market. The Company experienced a decline in demand for oilfield transmissions, negatively impacting revenue for the quarter. Global sales of marine and propulsion products improved 20.8% from the prior year, while shipments of industrial products improved by 44.8%. Shipments of off-highway transmission products improved by 19.8%, with improving ARFF shipments. The European region saw a significant increase in revenue ($5.4 million or 21.5%) thanks primarily to the acquisition of Katsa. Sales into North America increased 13.3%, or $2.7 million, on improved industrial and commercial marine shipments in the quarter. The Asia Pacific region increased 2.1%, or $0.4 million, on flat demand for oilfield transmissions into China. Currency translation had a favorable impact on second quarter fiscal 2025 sales compared to the second quarter of the prior year totaling $0.4 million primarily due to the strengthening of the euro, Singapore dollar and Australian dollar against the U.S. dollar.

 

Sales at our manufacturing segment increased 31.0%, or $18.1 million, versus the same quarter last year. The Company’s new acquisition, Katsa Oy, in Finland contributed $10.0 million of incremental revenue. The U.S. manufacturing operations experienced a 10.3%, or $2.9 million, increase in sales versus the second fiscal quarter of 2024, with improvement in demand for ARFF and industrial products. The Company’s operation in the Netherlands saw increased revenue of $8.2 million (48.6%) compared to the second fiscal quarter of 2024, as this operation continues to experience record demand for its propulsion systems. The Company’s Belgian operation saw a decrease compared to the prior year first quarter (20.3% or $1.4 million), with weaker demand for its marine transmission products. The Company’s Italian manufacturing operations were down $2.4 million (47.8%) compared to the second quarter of fiscal 2024, due primarily to the sale of the boat management product line in the prior year, along with weaker European demand for industrial and commercial marine products. The Company’s Swiss manufacturing operation, which supplies customized propellers for the global mega yacht and patrol boat markets, was up $0.1 million (6.1%) compared to the prior year second quarter.

 

21

 

Our distribution segment experienced a decrease in sales of $1.5 million (6.1%) in the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024. The Company’s Asian distribution operations in Singapore, China and Japan were up 39.8% or $4.6 million from the prior year on improved deliveries of commercial marine transmissions. The Company’s North America distribution operation saw a decrease ($2.2 million or 27.2%) on timing of shipments from European manufacturing operations and some softening in North American demand. The Company’s European distribution operation saw a decline ($0.9 million or 12.3%) on weaker shipments of commercial marine projects. The Company’s distribution operation in Australia and New Zealand, which provides boat accessories, propulsion and marine transmission systems for the pleasure craft market, saw a decrease in revenue of 17.9% from the prior year first fiscal quarter, primarily due to weaker pleasure craft demand partially offset by a favorable currency impact.

 

Gross profit as a percentage of sales for the second quarter of fiscal 2025 declined to 24.1%, compared to 28.3% for the same period last year. The current quarter includes the impact of a non-cash inventory write-down of $1.6 million. This write-down reflects the results of a product rationalization exercise of the Company’s industrial product line following the acquisition of Katsa. Excluding this adjustment, the second quarter gross profit percent was 26.0%. The shortfall to the prior year gross profit percentage is attributed to a less favorable product mix, purchase accounting amortization related to Katsa and surcharges related to the purchase of electric motors in the quarter.

 

For the fiscal 2025 second quarter, marketing, engineering and administrative (“ME&A”) expenses, as a percentage of sales, were 21.0%, compared to 23.6% for the fiscal 2024 second quarter. ME&A expenses increased $1.7 million (9.9%) over the same period last fiscal year. The increase in ME&A spending for the quarter was comprised of the addition of Katsa ($1.6 million) and an increase in professional fees ($0.8 million). These increases were offset by a decrease in global bonus expense ($0.8 million).

 

Interest expense was up $0.1 million to $0.5 million in the second quarter of fiscal 2025, with a higher average outstanding revolver balance following the Katsa acquisition.

 

Other expense (benefit) of ($0.4) million for the second fiscal quarter was primarily attributable to a currency gain ($0.5 million), partially offset by pension amortization expense ($0.2 million).

 

The fiscal 2025 second quarter effective tax rate was 58.5% compared to 64.0% in the prior fiscal year second quarter. The full domestic valuation allowance, along with the mix of foreign earnings by jurisdiction, resulted in the change to the effective tax rate.

 

Comparison of the First Six Months of Fiscal 2025 with the First Six Months of Fiscal 2024

 

Net sales for the first six months increased 19.2%, or $26.3 million, to $162.8 million from $136.5 million in the same period a year ago. The acquisition of Katsa Oy, completed in the fourth quarter of fiscal 2024, contributed $19.2 million of additional revenue in the first half. This was partially offset by the sale of the boat management system product line in the prior year, reducing revenue by $2.6 million in the period. The remaining increase of $9.7 million primarily reflects continued growth in demand for the company’s Veth propulsion systems, along with improved shipments of the Company’s products for the airport rescue and firefighting (“ARFF”) market. Global sales of marine and propulsion products improved 19.6% from the prior year, driven by strong demand for the Veth product. Shipments of industrial products improved by 52.5%, driven by the addition of Katsa. Shipments of off-highway transmission products improved by 5.4%, with improving ARFF shipments. The European region saw a significant increase in revenue ($19.5 million or 41.6%) thanks primarily to the acquisition of Katsa. Sales into North America increased 4.3%, or $1.7 million, on improved industrial and commercial marine shipments in the second quarter. The Asia Pacific region increased 6.6%, or $2.6 million, on steady demand for oilfield transmissions into China, strong commercial marine activity and a favorable currency impact. Currency translation had a favorable impact on first half fiscal 2025 sales compared to the first half of the prior year totaling $1.0 million primarily due to the strengthening of the euro, Singapore dollar and Australian dollar against the U.S. dollar.

 

22

 

Sales at our manufacturing segment increased 22.8%, or $26.9 million, versus the same period last year. The Company’s new acquisition, Katsa Oy, in Finland contributed $19.2 million of incremental revenue. The U.S. manufacturing operations experienced a 6.1%, or $3.4 million, increase in sales versus the first half of fiscal 2024, with improvement in demand for ARFF and industrial products. The Company’s operation in the Netherlands saw increased revenue of $8.9 million (27.9%) compared to the first half of fiscal 2024, as this operation continues to experience record demand for its propulsion systems and has begun to increase capacity to satisfy the growing demand. The Company’s Belgian operation saw a decrease compared to the prior year first half (14.6% or $1.8 million), with weaker demand for its marine transmission products. The Company’s Italian manufacturing operations were down $4.4 million (44.4%) compared to the first half of fiscal 2024, due primarily to the sale of the boat management product line in the prior year, along with weaker European demand for industrial and commercial marine products. The Company’s Swiss manufacturing operation, which supplies customized propellers for the global mega yacht and patrol boat markets, was up $0.3 million (8.9%) compared to the prior year first half.

 

Our distribution segment experienced a decrease in sales of $4.8 million (6.8%) in the first half of fiscal 2025 compared to the first half of fiscal 2024. The Company’s Asian distribution operations in Singapore, China and Japan were down 5.7% or $1.7 million from the prior year on weaker demand for oilfield transmissions into China. The Company’s North America distribution operation saw a decrease ($1.9 million or 14.5%) on timing of shipments from European manufacturing operations and some softening in North American demand. The Company’s European distribution operation saw an increase ($1.2 million or 11.3%) on stronger shipments of commercial marine projects. The Company’s distribution operation in Australia and New Zealand, which provides boat accessories, propulsion and marine transmission systems for the pleasure craft market, saw a decrease in revenue of 2.4% from the prior year first fiscal half, primarily due to weaker pleasure craft demand partially offset by a favorable currency impact.

 

Gross profit as a percentage of sales for the first half of fiscal 2025 declined to 25.2%, compared to 27.3% for the same period last year. The current year includes the impact of a non-cash inventory write-down of $1.6 million. This write-down reflects the results of a product rationalization exercise of the Company’s industrial product line following the acquisition of Katsa. Excluding this adjustment, the first half gross profit percent was 26.2%. The shortfall to the prior year gross profit percentage is attributed to a less favorable product mix, along with purchase accounting amortization related to Katsa.

 

For the fiscal 2025 first half, marketing, engineering and administrative (“ME&A”) expenses, as a percentage of sales, were 23.6%, compared to 25.0% for the first half of fiscal 2024. ME&A expenses increased $4.3 million (12.5%) over the same period last fiscal year. The increase in ME&A spending for the first half was comprised of the addition of Katsa ($3.0 million), a catch up adjustment to non-cash stock compensation ($0.6 million), a legal settlement ($0.4 million), an increase in professional fees ($0.4 million) and other inflation related increases ($0.7 million). These increases were offset by a decrease in global bonus expense ($0.8 million).

 

Interest expense was up $0.3 million to $1.1 million in the first half of fiscal 2025, with a higher average outstanding revolver balance following the Katsa acquisition.

 

Other expense of $1.0 million for the first half was primarily attributable to a currency loss ($0.6 million), along with pension amortization expense ($0.5 million).

 

The fiscal 2025 first half effective tax rate was 430.6% compared to 107.2% in the prior fiscal year first half. The full domestic valuation allowance, along with the mix of foreign earnings by jurisdiction, resulted in the change to the effective tax rate.

 

Financial Condition, Liquidity and Capital Resources

 

Comparison between December 27, 2024 and June 30, 2024

 

As of December 27, 2024, the Company had net working capital of $113.9 million, which represents a decrease of $6.2 million, or 5.2%, from the net working capital of $120.1 million as of June 30, 2024.

 

Cash decreased by $4.2 million to $15.9 million as of December 27, 2024, versus $20.1 million as of June 30, 2024. As of December 27, 2024, the majority of the cash is at the Company’s overseas operations in Europe ($4.6 million) and Asia-Pacific ($9.0 million).

 

23

 

Trade receivables of $53.7 million were down $1.5 million, or 2.8%, when compared to last fiscal year-end. The impact of foreign currency translation was to decrease accounts receivable by $0.9 million versus June 30, 2024. As a percent of sales, trade receivables finished at 59.7% in the second quarter of fiscal 2025 compared to 56.8% for the comparable period in fiscal 2024 and 61.8% for the fourth quarter of fiscal 2024.

 

Inventories decreased by $2.2 million, or 1.7%, versus June 30, 2024 to $128.3 million. The impact of foreign currency translation was to decrease inventories by $2.6 million versus June 30, 2024. The largest decrease came at our operations in the United States ($2.4 million), favorably impacted by the non-cash write down of industrial inventory in the quarter ($1.6 million). Our operation in the Netherlands saw an increase ($1.4 million) in support of growing backlog for the Veth product. The Singapore distribution entity experienced a $4.1 million increase primarily related to customer delays of deliveries on oilfield transmissions into China. Additional increases were seen at our facilities in Belgium ($1.1 million) and Australia ($0.8 million). The global operations team is focused on driving inventory improvements in the second half and beyond. On a consolidated basis, as of December 27, 2024, the Company’s backlog of orders to be shipped over the next six months approximates $124.0 million, compared to $133.7 million at June 30, 2024 and $125.2 million at December 29, 2023. The reduction in backlog since June 30, 2024 ($9.7 million) is largely due to a currency translation impact ($5.5 million). As a percentage of six-month backlog, inventory has increased from 98% at June 30, 2024 to 103% at December 27, 2024.

 

Net property, plant and equipment increased $0.4 million (0.7%) to $58.5 million versus $58.1 million at June 30, 2024. The Company had capital spending of $5.1 million in the first half, and an unfavorable exchange impact of $0.8 million. These increases were offset by depreciation of $4.0 million. Capital spending occurring in the first half was primarily related to replacement capital, along with capital to drive growth and operating efficiencies. In total, the Company expects to invest between $12 and $15 million in capital assets in fiscal 2025. The Company continues to review its capital plans based on overall market conditions and availability of capital and may make changes to its capital plans accordingly. The Company’s capital program is focused on modernizing key core manufacturing, assembly and testing processes and improving efficiencies at its facilities around the world.

 

Accounts payable as of December 27, 2024 of $28.6 million was down $4.0 million, or 12.3%, from June 30, 2024. The impact of foreign currency translation was to decrease accounts payable by $0.4 million versus June 30, 2024. The remaining decrease is primarily related to the inventory reduction during the second quarter.

 

Total borrowings and long-term debt as of December 27, 2024 decreased $0.9 million to $24.9 million versus $25.8 million at June 30, 2024. During the first half, the Company reported negative free cash flow of $0.5 million (defined as operating cash flow less acquisitions of fixed assets), driven by favorable working capital movement offset by capital spending. The Company ended the quarter with total debt, net of cash, of $9.0 million, compared to $5.7 million at June 30, 2024, for a net degradation of $3.3 million.

 

Total equity decreased $7.4 million, or 4.8%, to $147.6 million as of December 27, 2024. The net loss during the first half decreased equity by $1.7 million, while other decreases related to a favorable foreign currency translation of $4.1 million and dividends paid to shareholders of $1.1 million. The net change in common stock and treasury stock resulting from the accounting for stock-based compensation increased equity by $0.6 million. The net remaining decrease in equity of $1.1 million primarily represents the amortization of net actuarial loss and prior service cost on the Company’s defined benefit pension plans, along with the unrealized loss on cash flow hedges.

 

On June 29, 2018, the Company entered into a Credit Agreement (the “Credit Agreement”) with BMO Harris Bank N.A. (“BMO”) that provided for the assignment and assumption of the previously existing loans between the Company and Bank of Montreal (the “2016 Credit Agreement”) and subsequent amendments into a term loan (the “Term Loan”) and revolving credit loans (each a “Revolving Loan” and, collectively, the “Revolving Loans,” and, together with the Term Loan, the “Loans”). Pursuant to the Credit Agreement, BMO agreed to make the Term Loan to the Company in a principal amount not to exceed $35.0 million and the Company may, from time to time prior to the maturity date, enter into Revolving Loans in amounts not to exceed, in the aggregate, $50.0 million (the “Revolving Credit Commitment”), subject to a Borrowing Base based on Eligible Inventory and Eligible Receivables. Subsequent amendments to the Credit Agreement reduced the Term Loan to $20.0 million, extended the maturity date of the Term Loan to April 1, 2027, and require the Company to make principal installment payments on the Term Loan of $0.5 million per quarter. In addition, under subsequent amendments to the Credit Agreement, BMO’s Revolving Credit Commitment is currently $45.0 million. The Credit Agreement also allows the Company to obtain Letters of Credit from BMO, which if drawn upon by the beneficiary thereof and paid by BMO, would become Revolving Loans. Under the Credit Agreement, the Company may not pay cash dividends on its common stock in excess of $5.0 million in any fiscal year. The term of the Revolving Loans under the Credit Agreement currently runs through April 1, 2027.

 

24

 

Under the Credit Agreement as amended, interest rates are based on either the secured overnight financing rate (“SOFR”) or the euro interbank offered rate (the “EURIBO Rate”). Loans are designated either as “SOFR Loans,” which accrue interest at an Adjusted Term SOFR plus an Applicable Margin, or “Eurodollar Loans,” which accrue interest at the EURIBO Rate plus an Applicable Margin. Amounts drawn on a Letter of Credit that are not timely reimbursed to the Bank bear interest at a Base Rate plus an Applicable Margin. The Company also pays a commitment fee on the average daily Unused Revolving Credit Commitment equal to an Applicable Margin. Currently, the Applicable Margins are between 2.00% and 3.50% for Revolving Loans and Letters of Credit; 2.125% and 3.625% for Term Loans; and 0.15% and 0.30% for the Unused Revolving Credit Commitment (each depending on the Company’s Total Funded Debt to EBITDA ratio).

 

The Credit Agreement, as amended, requires the Company to meet certain financial covenants. Specifically, the Company’s Total Funded Debt to EBITDA ratio may not exceed 3.50 to 1.00, and the Company’s Fixed Charge Coverage Ratio may not be less than 1.10 to 1.00. In determining whether the Company is in compliance with its Total Funded Debt/EBITDA Ratio, the Company’s EBITDA will include transaction expenses of up to $0.6 million for the Katsa acquisition, as well as pro-forma EBITDA of Katsa as permitted by the Bank. The Company’s Tangible Net Worth may not be less than $100.0 million plus 50% of positive Net Income for each fiscal year ending on or after June 30, 2023.

 

Borrowings under the Credit Agreement are secured by substantially all of the Company’s personal property, including accounts receivable, inventory, machinery and equipment, and intellectual property. The Company has also pledged 100% of its equity interests in certain domestic subsidiaries and 65% of its equity interests in certain foreign subsidiaries. The Company also entered into a Collateral Assignment of Rights under Purchase Agreement for its acquisition of Veth Propulsion. To effect these security interests, the Company entered into various amendment and assignment agreements that consent to the assignment of certain agreements previously entered into between the Company and the Bank of Montreal in connection with the 2016 Credit Agreement. The Company also amended and assigned to BMO a Negative Pledge Agreement that it has previously entered into with Bank of Montreal, pursuant to which it agreed not to sell, lease or otherwise encumber real estate that it owns except as permitted by the Credit Agreement and the Negative Pledge Agreement.

 

The Company has also entered into a Deposit Account Control Agreement with the Bank, reflecting the Bank’s security interest in deposit accounts the Company maintains with the Bank. The Bank may not provide a notice of exclusive control of a deposit account (thereby obtaining exclusive control of the account) prior to the occurrence or existence of a Default or an Event of Default under the Credit Agreement or otherwise upon the occurrence or existence of an event or condition that would, but for the passage of time or the giving of notice, constitute a Default or an Event of Default under the Credit Agreement.

 

Upon the occurrence of an Event of Default, BMO may take the following actions upon written notice to the Company: (1) terminate its remaining obligations under the Credit Agreement; (2) declare all amounts outstanding under the Credit Agreement to be immediately due and payable; and (3) demand the Company to immediately Cash Collateralize L/C Obligations in an amount equal to 105% of the aggregate L/C Obligations or a greater amount if BMO determines a greater amount is necessary. If such Event of Default is due to the Company’s bankruptcy, BMO may take the three actions listed above without notice to the Company.

 

The Company remains in compliance with its liquidity and other covenants.

 

Management believes that available cash, the Credit Agreement, the unsecured lines of credit, cash generated from future operations, and potential access to debt markets will be adequate to fund the Company's cash and capital requirements for the foreseeable future.

 

Other significant contractual obligations as of December 27, 2024 are disclosed in Note M "Lease Liabilities" in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.  There are no material undisclosed guarantees.  As of December 27, 2024, the Company had no additional material purchase obligations other than those created in the ordinary course of business related to inventory and property, plant, and equipment, which generally have terms of less than 90 days.  The Company has long-term obligations related to its postretirement plans which are discussed in detail in Note G "Pension and Other Postretirement Benefit Plans” in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1of this Quarterly Report on Form 10-Q.  Postretirement medical claims are paid by the Company as they are submitted.  In fiscal 2025, the Company expects to contribute $0.5 million to postretirement benefits based on actuarial estimates; however, these amounts can vary significantly from year to year because the Company is self-insured.  In fiscal 2025, the Company expects to contribute $0.5 million to its defined benefit pension plans.  The Company does not have any material off-balance sheet arrangements.

 

25

 

New Accounting Releases

 

See Note A, Basis of Presentation, to the condensed consolidated financial statements for a discussion of recently issued accounting standards.

 

Critical Accounting Policies

 

The preparation of this Quarterly Report requires management’s judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

 

The Company’s critical accounting policies are described in Item 7 of the Company’s Annual Report filed on Form 10-K for June 30, 2024. There have been no significant changes to those accounting policies subsequent to June 30, 2024.

 

 

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

 

The Company is electing not to provide this disclosure due to its status as a Smaller Reporting Company.

 

 

Item 4.

Controls and Procedures

 

(a)         Evaluation of Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”) as of the end of the period covered by this report.  Based on such evaluation,  the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

 

(b)         Changes in Internal Control Over Financial Reporting

 

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). During the most recent fiscal quarter, no changes were made which have materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

 

26

 

 

Part II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

The Company is a defendant in several product liability or related claims which are considered either adequately covered by appropriate liability insurance or involving amounts not deemed material to the business or financial condition of the Company.

 

Item 1A.

Risk Factors

 

There have been no material changes to the risk factors previously disclosed in response to Item 1A to Part I of our 2024 Annual Report on Form 10-K.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)

Unregistered Sales of Equity Securities

 

There were no securities of the Company sold by the Company during the quarter ended December 27, 2024, 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.

 

(b)

Use of Proceeds

 

Not applicable.

 

(c)

Issuer Purchases of Equity Securities

 

Issuer Purchases of Equity Securities

 

Period

 

(a) Total

Number of

Shares

Purchased

 

(b)

Average

Price Paid

per Share

 

(c) Total Number of

Shares Purchased as

Part of Publicly

Announced Plans or

Programs

 

(d) Maximum Number of

Shares that May Yet Be

Purchased Under the Plans

or Programs

 
                     

September 28 – October 25, 2024

    0  

NA

  0   315,000  
                     

October 2 – November 29, 2024

    0  

NA

  0   315,000  
                     

November 30 – December 27, 2024

    592  

NA

  0   315,000  
                     

Total

    0  

NA

  0   315,000  

 

The amounts shown in Column (a) above represent shares of common stock delivered to the Company as payment of withholding taxes due on the vesting of restricted stock and performance stock issued under the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan (the “Omnibus Plan”).

 

Under authorizations granted by the Board of Directors on February 1, 2008 and July 27, 2012, the Company was authorized to purchase 500,000 shares of its common stock.  This authorization has no expiration, and as of December 27, 2024, 315,000 may yet be purchased under these authorizations. The Company did not purchase any shares of its common stock pursuant to these authorizations during the quarter ended December 27, 2024.

 

The discussion of limitations upon the payment of dividends as a result of the Credit Agreement between the Company and BMO Harris Bank, N.A., as discussed in Part I, Item 2, "Management's Discussion and Analysis " under the heading "Financial Condition, Liquidity and Capital Resources," is incorporated herein by reference.

 

Item 3.

Defaults Upon Senior Securities

 

None.

 

 

Item 5.

Other Information

 

None.

 

 

27

 

 

Item 6.

Exhibits

 

31a Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31b Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32a Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32b Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS Inline XBRL Instance Document
   
101.SCH Inline XBRL Schema
   
101.CAL Inline XBRL Calculation Linkbase
   
101.DEF Inline XBRL Definition Linkbase
   
101.LAB Inline XBRL Label Linkbase
   
101.PRE Inline XBRL Presentation Linkbase
   
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

28

 

 

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)

   
   

Date: February 5, 2025

/s/ JEFFREY S. KNUTSON

 

Jeffrey S. Knutson

 

Vice President – Finance, Chief Financial Officer, Treasurer and Secretary

 

Chief Accounting Officer

 

29

 

Exhibit 31a

CERTIFICATION

 

I, John H. Batten, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

Date: February 5, 2025

/s/ JOHN H. BATTEN

 

John H. Batten

 

President and Chief Executive Officer

 

 

 

Exhibit 31b

CERTIFICATION

 

I, Jeffrey S. Knutson, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Twin Disc, Incorporated;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

Date: February 5, 2025

/s/ JEFFREY S. KNUTSON

 

Jeffrey S. Knutson

 

Vice President – Finance, Chief Financial Officer, Treasurer and Secretary

 

 

 

EXHIBIT 32a

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending December 27, 2024, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, John H. Batten, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Date: February 5, 2025

/s/ JOHN H. BATTEN

 

John H. Batten

 

President and Chief Executive Officer

 

 

 

EXHIBIT 32b

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Twin Disc, Incorporated (the “Company”) on Form 10-Q for the fiscal quarter ending December 27, 2024, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Jeffrey S. Knutson, Vice President – Finance, Chief Financial Officer, Treasurer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Date: February 5, 2025

/s/ JEFFREY S. KNUTSON

 

Jeffrey S. Knutson

 

Vice President – Finance, Chief Financial Officer, Treasurer and Secretary

 

 
v3.25.0.1
Document And Entity Information - shares
6 Months Ended
Dec. 27, 2024
Jan. 20, 2025
Document Information [Line Items]    
Entity Central Index Key 0000100378  
Entity Registrant Name TWIN DISC INC  
Amendment Flag false  
Current Fiscal Year End Date --06-30  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2025  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 27, 2024  
Document Transition Report false  
Entity File Number 1-7635  
Entity Incorporation, State or Country Code WI  
Entity Tax Identification Number 39-0667110  
Entity Address, Address Line One 222 East Erie Street, Suite 400  
Entity Address, City or Town Milwaukee  
Entity Address, State or Province WI  
Entity Address, Postal Zip Code 53202  
City Area Code 262  
Local Phone Number 638-4000  
Title of 12(b) Security Common Stock (No Par Value)  
Trading Symbol TWIN  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   14,145,862
v3.25.0.1
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Dec. 27, 2024
Jun. 30, 2024
Assets, Current [Abstract]    
Cash $ 15,906 $ 20,070
Trade accounts receivable, net 53,670 52,207
Inventories, net 128,278 130,484
Other current assets 18,712 16,870
Total current assets 216,566 219,631
Property, plant and equipment, net 58,508 58,074
Right-of-use operating lease assets 16,431 16,622
Intangible assets, net 10,856 12,686
Deferred income taxes 2,277 2,339
Other noncurrent assets 2,722 2,706
Total assets 307,360 312,058
Current liabilities:    
Current maturities of long-term debt 2,000 2,000
Current maturities of right-of use operating lease obligations 2,813 2,521
Accounts payable 28,561 32,586
Accrued liabilities 69,284 62,409
Total current liabilities 102,658 99,516
Long-term debt 22,873 23,811
Right-of-use operating lease obligations 13,656 14,376
Accrued retirement benefits 9,613 7,854
Deferred income taxes 4,712 5,340
Other long-term liabilities 6,214 6,107
Total liabilities 159,726 157,004
Twin Disc, Incorporated shareholders' equity:    
Preferred shares authorized: 200,000; issued: none; no par value 0 0
Common shares authorized: 30,000,000; issued: 14,632,802; no par value 40,111 41,798
Retained earnings 126,610 129,592
Accumulated other comprehensive loss (12,222) (6,905)
Equity before treasury stock 154,499 164,485
Less treasury stock, at cost (486,940 and 637,778 shares, respectively) 7,475 9,783
Total Twin Disc, Incorporated shareholders' equity 147,024 154,702
Noncontrolling interest 610 352
Total equity 147,634 155,054
Total liabilities and equity $ 307,360 $ 312,058
v3.25.0.1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
$ / shares in Thousands
Dec. 27, 2024
Jun. 30, 2024
Preferred Shares, Authorized (in shares) 200,000 200,000
Preferred Shares, Issued (in shares) 0 0
Preferred Shares, No Par Value (in dollars per share) $ 0 $ 0
Common shares, authorized (in shares) 30,000,000 30,000,000
Common shares, shares issued (in shares) 14,632,802 14,632,802
Common shares, no par value (in dollars per share) $ 0 $ 0
Treasury Stock, Common, Shares (in shares) 486,940 637,778
v3.25.0.1
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Net sales $ 89,921 $ 72,994 $ 162,818 $ 136,547
Gross profit 21,680 20,656 41,002 37,292
Marketing, engineering and administrative expenses 18,920 17,218 38,407 34,136
Income from operations 2,760 3,438 2,595 3,156
Other (expense) income:        
Interest expense (495) (392) (1,131) (786)
Other income (expense), net 386 (449) (958) (310)
Non-operating income (expense) (109) (841) (2,089) (1,096)
Earnings before income taxes and noncontrolling interest 2,651 2,597 506 2,060
Income tax expense 1,552 1,662 2,179 2,208
Net income (loss) 1,099 935 (1,673) (148)
Less: Net income attributable to noncontrolling interest, net of tax (180) (5) (173) (95)
Net income (loss) attributable to Twin Disc, Incorporated $ 919 $ 930 $ (1,846) $ (243)
Dividends per share (in dollars per share) $ 0.04 $ 0.04 $ 0.08 $ 0.04
Income (loss) per share data:        
Basic income (loss) per share attributable to Twin Disc, Incorporated common shareholders (in dollars per share) 0.07 0.07 (0.13) (0.02)
Diluted income (loss) per share attributable to Twin Disc, Incorporated common shareholders (in dollars per share) $ 0.07 $ 0.07 $ (0.13) $ (0.02)
Weighted average shares outstanding data:        
Basic shares outstanding (in shares) 13,868 13,718 13,818 13,629
Diluted shares outstanding (in shares) 14,058 13,923 13,818 13,629
Comprehensive (loss) income        
Net income (loss) $ 1,099 $ 935 $ (1,673) $ (148)
Benefit plan adjustments, net of income taxes of $13, ($13), $2 and ($8), respectively (1,668) (108) (1,446) (279)
Translation adjustment during the quarter (11,369) 5,190 (4,078) 2,154
Unrealized gain (loss) on hedges, net of income taxes of $0, $0, $0 and $0, respectively 1,146 (485) 293 (269)
Comprehensive (loss) income (10,792) 5,532 (6,904) 1,458
Less: Comprehensive income attributable to noncontrolling interest (122) (40) (258) (190)
Comprehensive (loss) income attributable to Twin Disc, Incorporated (10,914) 5,492 (7,162) 1,268
Service Excluding Other Goods [Member]        
Cost of goods sold 66,662 52,338 120,237 96,156
Other Goods [Member]        
Cost of goods sold $ 1,579 $ 0 $ 1,579 $ 3,099
v3.25.0.1
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parentheticals) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Benefit plan adjustments, income taxes $ 13 $ (13) $ 2 $ (8)
Unrealized loss on cash flow hedge, income taxes $ 0 $ 0 $ 0 $ 0
v3.25.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (1,673) $ (148)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 6,534 5,023
Gain on sale of assets (39) (42)
Loss on write-down of industrial product inventory 1,579 0
(Benefit) provision for deferred income taxes (363) 280
Stock compensation expense and other non-cash changes, net 1,625 1,413
Net change in operating assets and liabilities (3,348) 6,422
Net cash provided by operating activities 4,315 16,047
CASH FLOWS FROM INVESTING ACTIVITIES:    
Acquisition of property, plant, and equipment (5,142) (5,419)
Proceeds from sale of fixed assets 39 0
Other, net (76) (252)
Net cash used by investing activities (5,179) (5,671)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Borrowings under revolving loan arrangements 54,824 50,632
Repayments of revolving loan arrangements (54,824) (50,632)
Repayments of other long-term debt (500) (1,010)
Dividends paid to shareholders (1,136) (560)
Payments of right-of-use finance lease obligations (1,017) (471)
Payments of withholding taxes on stock compensation (1,256) (1,772)
Net cash used by financing activities (3,909) (3,813)
Effect of exchange rate changes on cash 609 1,195
Net change in cash (4,164) 7,758
Cash:    
Beginning of period 20,070 13,263
End of period 15,906 21,021
Boat Management System Product Line [Member]    
Adjustments to reconcile net loss to net cash provided by operating activities:    
Loss on sale of boat management product line and related inventory $ 0 $ 3,099
v3.25.0.1
Note A - Basis of Presentation
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

A.         Basis of Presentation

 

The unaudited condensed consolidated financial statements have been prepared by Twin Disc, Incorporated (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of the Company, include adjustments, consisting primarily 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 accounting 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. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report filed on Form 10-K for  June 30, 2024. The prior year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States.

 

The condensed consolidated financial statements and information presented herein include the financial results of Katsa Oy (“Katsa”). On May 31, 2024, the Company completed the acquisition of 100% of the outstanding common stock of Katsa. Based in Finland, Katsa is a European manufacturer of custom-designed, high-quality power transmission components and gearboxes for industrial and marine end-markets for a broad range of end market applications. Katsa also provides a wide range of after-sales services, including spare part deliveries, reverse engineering, modeling, and gearbox refurbishment. The provisional fair value estimates of Katsa's property, plant and equipment, net, intangible assets, net, and deferred income taxes are pending final review by the Company, and Katsa is included in the Company's manufacturing segment.

 

The Company’s condensed consolidated financial statements include the accounts of Twin Disc, Incorporated and its wholly-owned domestic and foreign subsidiaries. The Company's reporting period ends on the last Friday of the quarterly calendar period.  The Company's fiscal year ends on  June 30, regardless of the day of the week on which  June 30 falls. One foreign subsidiary is included based on a fiscal year ending May 31, to facilitate prompt reporting of consolidated results. All significant intercompany transactions have been eliminated.

 

Certain prior year immaterial amounts have been reclassified to conform with the current year's presentation.  The changes did not have a material impact on the Company's condensed consolidated financial position, results of operations, or cash flows in any of the periods presented.

 

Recently Issued Not Yet Adopted Accounting Standards

 

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”) to expand expense disclosures by requiring disaggregated disclosure of certain income statement expense line items, including those that contain purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, or the Company’s fiscal 2028, and subsequent interim periods, with early adoption permitted. The amendments should be applied prospectively, but retrospective application is permitted. The company is currently assessing the impact of the requirements on our Condensed Consolidated Financial Statements.  The Company is currently evaluating the impact of adopting this standard on it financial statement disclosures.

 

In November 2023, the FASB issued guidance ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The Company expects to adopt the new annual disclosures as required for fiscal 2025 and the interim disclosures as required beginning with the first quarter of fiscal 2026.

 

In December 2023, the FASB issued guidance ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income rate. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) disaggregated between domestic and foreign. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of adopting this standard on its financial statement disclosures.

 

 

Special Note Regarding Smaller Reporting Company Status

 

Under SEC Release 33-10513; 34-83550, Amendments to Smaller Reporting Company Definition, the Company qualifies as a smaller reporting company and accordingly, it has scaled some of its disclosures of financial and non-financial information in this quarterly report. The Company will continue to determine whether to provide additional scaled disclosures of financial or non-financial information in future quarterly reports, annual reports and/or proxy statements if it remains a smaller reporting company under SEC rules.

v3.25.0.1
Note B - Inventories
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

B.         Inventories

 

The major classes of inventories were as follows:

 

  

December 27, 2024

  

June 30, 2024

 

Inventories:

        

Finished parts

 $59,396  $60,166 

Work in process

  24,503   23,096 

Raw materials

  44,379   47,222 
  $128,278  $130,484 

 

In the second quarter of fiscal year 2025, the Company completed a product rationalization evaluation on its industrial product offerings. As a result of the evaluation, an inventory write-down on certain industrial products, totaling $1.6 million, was recorded.

 

In the first quarter of fiscal year 2024, the Company entered into an agreement to sell most of its boat management system product line located at one of its subsidiaries in Italy. The sale amount was below cost and resulted in the Company recognizing an inventory write-down of $2.1 million. The Company also evaluated its other boat management system inventory, not associated with the sale. This evaluation resulted in the Company recognizing an additional inventory write-down of $1.6 million for inventory located in the U.S. These write-downs were partially offset by certain liabilities transferred to the buyer at the time of the sale. The sale was completed in the second quarter of fiscal year 2024.

v3.25.0.1
Note C - Warranty
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Product Warranty Disclosure [Text Block]

C.         Warranty

 

The Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its suppliers. However, its warranty obligation is affected by product failure rates, the number of units affected by the failure and the expense involved in satisfactorily addressing the situation. The warranty reserve is established based on our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. When evaluating the adequacy of the reserve for warranty costs, management takes into consideration the term of the warranty coverage, historical claim rates and costs of repair, knowledge of the type and volume of new products and economic trends. While we believe the warranty reserve is adequate and that the judgment applied is appropriate, such amounts estimated to be due and payable in the future could differ materially from what actually transpires. The following is a listing of the activity in the warranty reserve for the quarters ended December 27, 2024 and December 29, 2023:

 

  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Reserve balance, beginning of period

 $4,450  $4,160  $4,220  $3,476 

Current period expense and adjustments

  1,762   1,208   2,598   2,724 

Payments or credits to customers

  (1,851)  (898)  (2,517)  (1,718)

Translation

  198   18   258   6 

Reserve balance, end of period

 $4,559  $4,488  $4,559  $4,488 

 

The current portion of the warranty accrual ($3,467 and $3,549 as of December 27, 2024 and December 29, 2023, respectively) is reflected in accrued liabilities, while the long-term portion ($1,092 and $939 as of December 27, 2024 and December 29, 2023, respectively) is included in other long-term liabilities on the consolidated balance sheets.

v3.25.0.1
Note D - Contingencies
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

D.         Contingencies

 

The Company is involved in litigation of which the ultimate outcome and liability to the Company, if any, is not presently determinable. Management believes that final disposition of such litigation will not have a material impact on the Company’s results of operations, financial position or cash flows.

v3.25.0.1
Note E - Business Segments
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

E.         Business Segments

 

The Company and its subsidiaries are engaged in the manufacture and sale of marine and heavy-duty off-highway power transmission equipment. Principal products 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 controls systems. The Company sells to both domestic and foreign customers in a variety of market areas, principally 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.

 

The Company has two reportable segments: manufacturing and distribution.  These segment structures reflect the way management makes operating decisions and manages the growth and profitability of the business. It also corresponds with management’s approach of allocating resources and assessing the performance of its segments. The accounting practices of the segments are the same as those described in the summary of significant accounting policies. Transfers among segments are at established inter-company selling prices.  Management evaluates the performance of its segments based on net earnings.

 

Information about the Company’s segments is summarized as follows:

 

  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Net sales

                

Manufacturing segment sales

 $76,463  $58,368  $139,781  $112,906 

Distribution segment sales

  35,727   37,242   65,311   70,095 

Inter/Intra segment elimination – manufacturing

  (14,673)  (18,795)  (28,045)  (38,979)

Inter/Intra segment elimination – distribution

  (7,596)  (3,821)  (14,229)  (7,475)
  $89,921  $72,994  $162,818  $136,547 

Net income (loss) attributable to Twin Disc, Incorporated

                

Manufacturing segment net income

 $3,131  $2,078  $5,000  $3,636 

Distribution segment net income

  1,228   3,173   2,179   4,179 

Corporate and eliminations

  (3,440)  (4,321)  (9,025)  (8,058)
  $919  $930  $(1,846) $(243)

 

Assets

 

December 27, 2024

  

June 30, 2024

 

Manufacturing segment assets

 $459,422  $443,149 

Distribution segment assets

  39,376   73,033 

Corporate assets and elimination of intercompany assets

  (191,438)  (204,124)
  $307,360  $312,058 

 

Disaggregated revenue:

 

The following table presents details deemed most relevant to the users of the financial statements for the quarters ended December 27, 2024 and December 29, 2023.

 

Net sales by product group for the quarter ended December 27, 2024 is summarized as follows:

 

          

Elimination of

     
  

Manufacturing

  

Distribution

  

Intercompany Sales

  

Total

 

Industrial

 $9,329  $1,053  $(923) $9,459 

Land-based transmissions

  18,594   2,101   (1,685)  19,010 

Marine and propulsion systems

  48,512   27,659   (19,479)  56,692 

Other

  28   4,914   (182)  4,760 

Total

 $76,463  $35,727  $(22,269) $89,921 

 

 

Net sales by product group for the quarter ended December 29, 2023 is summarized as follows:

 

          

Elimination of

     
  

Manufacturing

  

Distribution

  

Intercompany Sales

  

Total

 

Industrial

 $5,704  $1,557  $(730) $6,531 

Land-based transmissions

  15,003   7,953   (7,093)  15,863 

Marine and propulsion systems

  37,661   24,058   (14,773)  46,946 

Other

  -   3,674   (20)  3,654 

Total

 $58,368  $37,242  $(22,616) $72,994 

 

 

Net Sales by product group for the two quarters ended December 27, 2024 is summarized as follows:

 

          Elimination of     
  

Manufacturing

  

Distribution

  

Intercompany Sales

  

Total

 

Industrial

 $18,126  $2,106  $(1,604) $18,628 

Land-based transmissions

  36,747   5,664   (6,117)  36,294 

Marine and propulsion systems

  84,859   48,992   (34,057)  99,794 

Other

  49   8,549   (496)  8,102 

Total

 $139,781  $65,311  $(42,274) $162,818 

 

 

 

Net Sales by product group for the two quarters ended December 29, 2023 is summarized as follows:

 

          

Elimination of

     
  

Manufacturing

  

Distribution

  

Intercompany Sales

  

Total

 

Industrial

 $10,994  $2,586  $(1,364) $12,216 

Land-based transmissions

  29,684   20,623   (15,867)  34,440 

Marine and propulsion systems

  72,228   40,378   (29,197)  83,409 

Other

  -   6,508   (26)  6,482 

Total

 $112,906  $70,095  $(46,454) $136,547 
v3.25.0.1
Note F - Stock-based Compensation
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

F.         Stock-Based Compensation

 

In the first quarter of fiscal 2025, the Company adopted the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan (the “Omnibus Plan”), which was subsequently approved by the Company’s shareholders.  The Omnibus Plan amended and restated the Twin Disc, Incorporated 2021 Long-Term Incentive Plan (the “2021 LTI Plan”), and effectively replaced the Twin Disc, Incorporated 2020 Stock Incentive Plan for Non-Employee Directors (the “2020 Directors' Plan”).  Benefits under the Omnibus Plan may be granted, awarded or paid in any one or a combination of stock options, stock appreciation rights, restricted stock awards, restricted stock units, cash-settled restricted stock units, performance stock awards, performance stock unit awards, performance unit awards, and dividend equivalent awards.  The Omnibus Plan is designed to benefit key employees and consultants of the Company and its subsidiaries, as well as non-employee directors of the Company.

 

There is reserved for issuance under the Plan an aggregate of 1,636,550 shares of the Company’s common stock, which consists of the previously-approved 715,000 shares of common stock reserved for issuance under the 2021 LTI Plan prior to its amendment and restatement to become the Omnibus Plan; 521,550 shares of common stock that remained available for issuance under the 2020 Directors' Plan; and 400,000 newly authorized shares of common stock. Shares issued under the Omnibus Plan may be authorized and unissued shares or shares reacquired by the Company in the open market or a combination of both. The aggregate amount is subject to proportionate adjustments for stock dividends, stock splits and similar changes.

 

Performance Stock Awards (PSA)

 

During the first two quarters of fiscal 2025 and 2024, the Company granted a target number of 116.1 and 119.3 PSAs, respectively, to various employees of the Company, including executive officers.

 

The fiscal 2025 PSAs will vest if the Company achieves performance-based target objectives relating to average return on invested capital and cumulative EBITDA (as defined in the PSA Grant Agreement), in the cumulative three fiscal year period ending June 30, 2027. These PSAs are subject to adjustment if the Company’s return on invested capital and cumulative EBITDA falls below or exceeds the specified target objective, and the maximum number of performance shares that can be awarded if the target objective is exceeded is 232.2.

 

The fiscal 2024 PSAs will vest if the Company achieves performance-based target objectives relating to average return on invested capital and cumulative EBITDA (as defined in the PSA Grant Agreement), in the cumulative three fiscal year period ending June 30, 2026. These PSAs are subject to adjustment if the Company’s return on invested capital and cumulative EBITDA falls below or exceeds the specified target objective, and the maximum number of performance shares that can be awarded if the target objective is exceeded is 238.7.

 

There were 350.0 and 335.2 unvested PSAs outstanding at December 27, 2024 and December 29, 2023, respectively. The fair value of the PSAs (on the date of grant) is expensed over the performance period for the shares that are expected to ultimately vest. Compensation expense of $376 and $325 was recognized for the quarters ended December 27, 2024 and December 29, 2023, respectively, related to PSAs. Compensation expense of $1,035 and $379 was recognized for the two quarters ended December 27, 2024 and December 29, 2023, respectively, related to PSAs. The weighted average grant date fair value of the unvested awards at December 27, 2024 was $10.85. At December 27, 2024, the Company had $2,296 of unrecognized compensation expense related to the unvested shares that would vest if the specified target objective was achieved for the fiscal 2024 and 2023 awards. The total fair value of PSAs vested as of December 27, 2024 and December 29, 2023 was $0.

 

Performance Stock Unit Awards (PSUA)

 

The PSUAs entitle an individual to shares of common stock of the Company or cash in lieu of shares of Company common stock if specific terms and conditions or restrictions are met through a specified date. During the first two quarters of fiscal 2024 and 2023, the Company granted a target number of 0 and 10.5 PSUAs, respectively, to various individuals in the Company. The fiscal 2024 PSUAs will vest if the Company achieves performance-based target objectives relating to average return on invested capital and cumulative EBITDA (as defined in the PSUA Grant Agreement), in the cumulative three fiscal year period ending June 30, 2026. These PSUAs are subject to adjustment if the Company’s return on invested capital and cumulative EBITDA falls below or exceeds the specified target objective, and the maximum number of performance shares that can be awarded if the target objective is exceeded is 20.9.

 

There were 10.5 and 10.5 unvested PSUAs outstanding at December 27, 2024 and December 29, 2023, respectively. The fair value of the PSUAs (on the date of grant) is expensed over the performance period for the shares that are expected to ultimately vest. Compensation expense of $11 and $11 was recognized for the quarters ended December 27, 2024 and December 29, 2023, respectively, related to PSUAs. Compensation expense of $22 and $18 was recognized for the two quarters ended December 27, 2024 and December 29, 2023, respectively, related to PSUAs. The weighted average grant date fair value of the unvested awards at December 27, 2024 was $12.15. At December 27, 2024, the Company had $65 of unrecognized compensation expense related to the unvested shares that would vest if the specified target objective was achieved for the fiscal 2024 awards. The total fair value of PSUAs vested as of December 27, 2024 and December 29, 2023 was $0.

 

Restricted Stock Awards (RS)

 

The Company has unvested RS awards outstanding that will vest if certain service conditions are fulfilled. The fair value of the RS grants is recorded as compensation expense over the vesting period, which is generally 1 to 3 years. During the first two quarters of fiscal 2024 and 2023, the Company granted 44.0 and 115.7 service based restricted shares, respectively, to employees and non-employee directors. There were 251.0 and 251.3 unvested shares outstanding at December 27, 2024 and December 29, 2023, respectively. A total of 0 and 2.4 shares of restricted stock were forfeited during the two quarters ended December 27, 2024 and December 29, 2023, respectively. Compensation expense of $317 and $310 was recognized for the quarters ended December 27, 2024 and December 29, 2023, respectively. Compensation expense of $628 and $623 was recognized for the two quarters ended December 27, 2024 and December 29, 2023, respectively. The total fair value of restricted stock grants vested as of December 27, 2024 and December 29, 2023 was $437 and $2,206, respectively. As of December 27, 2024, the Company had $1,176 of unrecognized compensation expense related to restricted stock which will be recognized over the next three years.

 

Restricted Stock Unit Awards (RSU)

 

The RSUs entitle an individual to shares of common stock of the Company or cash in lieu of shares of Company common stock if specific terms and conditions or restrictions are met through a specified date, generally three years from the date of grant or when performance conditions have been met. The fair value of the RSUs (on the date of grant) is recorded as compensation expense over the vesting period. During the first two quarters of fiscal 2024 and 2023, the Company granted 77.4 and 7.1 of employment based RSUs, respectively. There were 159.9 and 135.0 unvested RSUs outstanding at December 27, 2024 and December 29, 2023, respectively. Compensation expense of $149 and $126 was recognized for the quarters ended December 27, 2024 and December 29, 2023, respectively. Compensation expense of $192 and $247 was recognized for the two quarters ended December 27, 2024 and December 29, 2023, respectively. The total fair value of restricted stock units vested as of December 27, 2024 and December 29, 2023 was $701 and $25, respectively. The weighted average grant date fair value of the unvested awards at December 27, 2024 was $10.88. As of December 27, 2024, the Company had $1,022 of unrecognized compensation expense related to restricted stock which will be recognized over the next three years.

v3.25.0.1
Note G - Pension and Other Postretirement Benefit Plans
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Retirement Benefits [Text Block]

G.         Pension and Other Postretirement Benefit Plans

 

The Company has non-contributory, qualified defined benefit plans covering substantially all domestic employees hired prior to October 1, 2003 and certain foreign employees. Additionally, the Company provides healthcare and life insurance benefits for certain domestic retirees.

 

The components of the net periodic benefit cost for the defined benefit pension plans and the other postretirement benefit plan are as follows:

 

  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Pension Benefits:

                

Service cost

 $81  $94  $164  $188 

Prior service cost

  5   -   10   - 

Interest cost

  836   896   1,672   1,792 

Expected return on plan assets

  (826)  (1,048)  (1,652)  (2,096)

Amortization of transition obligation

  10   10   20   19 

Amortization of prior service cost

  6   9   13   17 

Amortization of actuarial net loss

  246   16   493   31 

Net periodic benefit cost (gain)

 $358  $(23) $720  $(49)
                 

Postretirement Benefits:

                

Service cost

 $2  $2  $5  $4 

Interest cost

  53   48   106   95 

Amortization of prior service benefit

  (69)  (22)  (137)  (44)

Amortization of actuarial net gain

  (10)  (155)  (19)  (310)

Net periodic benefit gain 

 $(24) $(127) $(45) $(255)

 

The service cost component is included in cost of goods sold and marketing, engineering, and administrative expenses. All other components of net periodic benefit cost are included in other (expense) income, net.

 

The Company expects to contribute approximately $535 to its pension plans in fiscal 2024. As of December 27, 2024, $396 in contributions to the pension plans have been made.

 

The Company has reclassified $140 (net of $13 in taxes) of benefit plan adjustments from accumulated other comprehensive loss during the quarter ended December 27, 2024, and ($108) (net of ($13) in taxes) during the quarter ended December 29, 2023. These reclassifications are included in the computation of net periodic benefit cost (gain). The Company has reclassified $361 (net of $2 in taxes) of benefit plan adjustments from accumulated other comprehensive loss during the two quarters ended December 27, 2024, and ($279) (net of ($8) in taxes) during the two quarters ended December 29, 2023. These reclassifications are included in the computation of net periodic benefit cost (gain).

v3.25.0.1
Note H - Income Taxes
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

H.         Income Taxes

 

Accounting policies for interim reporting require the Company to adjust its effective tax rate each quarter to be consistent with the estimated Annual Effective Tax Rate (AETR). Under this effective tax rate methodology, the Company applies an estimated annual income tax rate to its year-to-date ordinary earnings to derive its income tax provision each quarter. To calculate its AETR, an entity must estimate its ordinary income or loss and the related tax expense or benefit for its full fiscal year. In situations in which an entity is in a loss position and recognizes a full valuation allowance, the guidance in ASC 740-270-25-9 applies. Due to continued historical domestic losses and uncertain future domestic earnings, the Company continues to recognize a full domestic valuation allowance.

 

Permanent differences continue to fluctuate and are significant compared to projected ordinary income. Therefore, per ASC guidance, the fully valued domestic entity was removed from the annualized effective rate calculation. Because of the full U.S. valuation allowance, the U.S. entity may only recognize tax expense (benefit) recorded for ASC 740-10 adjustments.

 

  

For the Quarter-Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Foreign earnings, before income taxes of $1,552, $1,683, $2,406, and $2,199, respectively

 $5,660  $6,209  $9,100  $8,264 

Domestic losses, before income taxes of $0, ($21), ($227) and $9, respectively

  (3,009)  (3,612)  (8,594)  (6,204)

Earnings before income taxes and noncontrolling interest

 $2,651  $2,597  $506  $2,060 
                 

Income tax expense

 $1,552  $1,662  $2,179  $2,208 

Effective income tax rate

  58.5%  64.0%  430.6%  107.2%

 

Due to the full US valuation allowance currently in place, no tax benefit can be recognized on the domestic losses.

 

A discrete expense was recorded during the period of $148 related to foreign returns filed compared to income tax provision accrued.

 

v3.25.0.1
Note I - Intangible Assets
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]

I.         Intangible Assets

 

As of December 27, 2024, the following acquired intangible assets have definite useful lives and are subject to amortization:

 

  

Net Book Value Rollforward

  

Net Book Value By Asset Type

 
  

Gross Carrying Amount

  

Accumulated Amortization / Impairment

  

Net Book

Value

  

Customer Relationships

  

Technology

Know-how

  

Trade Name

  

Other

  

Total

 

Balance at June 30, 2024

 $34,533  $(21,847) $12,686  $6,720  $2,098  $1,511  $2,357  $12,686 

Addition

  203   -   203   -   -   -   203   203 

Amortization

  -   (1,806)  (1,806)  (650)  (627)  (125)  (404)  (1,806)

Translation adjustment

  (227)  -   (227)  (156)  (50)  (18)  (3)  (227)

Balance at December 27, 2024

 $34,509  $(23,653) $10,856  $5,914  $1,421  $1,368  $2,153  $10,856 

 

Other intangibles consist mainly of computer software. Amortization is recorded on the basis of straight-line or accelerated, as appropriate, over the estimated useful lives of the assets.

 

The weighted average remaining useful life of the intangible assets included in the table above is approximately 5 years.

 

Intangible amortization expense was $880 and $817 for the quarters ended December 27, 2024, and December 29, 2023, respectively. Intangible amortization expense was $1,806 and $1,636 for the two quarters ended December 27, 2024, and December 29, 2023, respectively. Estimated intangible amortization expense for the remainder of fiscal 2025 and each of the next five fiscal years and thereafter is as follows:

 

 

Fiscal Year

    

2025

 $1,678 

2026

  2,552 

2027

  1,992 

2028

  1,785 

2029

  1,331 

2030

  307 

Thereafter

  1,211 
  $10,856 
v3.25.0.1
Note J - Long-term Debt
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

J.

Long-term Debt

 

Long-term debt at December 27, 2024 and June 30, 2024 consisted of the following:

 

  

December 27, 2024

  

June 30, 2024

 

Credit Agreement Debt

        

Revolving loans (expire April 2027)

 $15,851  $16,288 

Term loan (due April 2027)

  9,000   9,500 

Other

  22   23 

Subtotal

  24,873   25,811 

Less: current maturities

  (2,000)  (2,000)

Total long-term debt

 $22,873  $23,811 

 

Credit Agreement Debt: On June 29, 2018, the Company entered into a Credit Agreement (the “Credit Agreement”) with BMO Harris Bank N.A. (“BMO”) that provided for the assignment and assumption of the previously existing loans between the Company and Bank of Montreal (the “2016 Credit Agreement”) and subsequent amendments into a term loan (the “Term Loan”) and revolving credit loans (each a “Revolving Loan” and, collectively, the “Revolving Loans,” and, together with the Term Loan, the “Loans”). Pursuant to the Credit Agreement, BMO agreed to make the Term Loan to the Company in a principal amount not to exceed $35.0 million and the Company may, from time to time prior to the maturity date, enter into Revolving Loans in amounts not to exceed, in the aggregate, $50.0 million (the “Revolving Credit Commitment”), subject to a Borrowing Base based on Eligible Inventory and Eligible Receivables. Subsequent amendments to the Credit Agreement reduced the Term Loan to $20.0 million, extended the maturity date of the Term Loan to April 1, 2027, and require the Company to make principal installment payments on the Term Loan of $0.5 million per quarter. In addition, under subsequent amendments to the Credit Agreement, BMO’s Revolving Credit Commitment is currently $45.0 million. The Credit Agreement also allows the Company to obtain Letters of Credit from BMO, which if drawn upon by the beneficiary thereof and paid by BMO, would become Revolving Loans. Under the Credit Agreement, the Company may not pay cash dividends on its common stock in excess of $5.0 million in any fiscal year. The term of the Revolving Loans under the Credit Agreement currently runs through April 1, 2027.

 

Under the Credit Agreement as amended, interest rates are based on either the secured overnight financing rate (“SOFR”) or the euro interbank offered rate (the “EURIBO Rate”). Loans are designated either as “SOFR Loans,” which accrue interest at an Adjusted Term SOFR plus an Applicable Margin, or “Eurodollar Loans,” which accrue interest at the EURIBO Rate plus an Applicable Margin. Amounts drawn on a Letter of Credit that are not timely reimbursed to the Bank bear interest at a Base Rate plus an Applicable Margin. The Company also pays a commitment fee on the average daily Unused Revolving Credit Commitment equal to an Applicable Margin. Currently, the Applicable Margins are between 2.00% and 3.50% for Revolving Loans and Letters of Credit; 2.125% and 3.625% for Term Loans; and 0.15% and 0.30% for the Unused Revolving Credit Commitment (each depending on the Company’s Total Funded Debt to EBITDA ratio).

 

The Credit Agreement, as amended, requires the Company to meet certain financial covenants. Specifically, the Company’s Total Funded Debt to EBITDA ratio may not exceed 3.50 to 1.00, and the Company’s Fixed Charge Coverage Ratio may not be less than 1.10 to 1.00. In determining whether the Company is in compliance with its Total Funded Debt/EBITDA Ratio, the Company’s EBITDA will include transaction expenses of up to $0.6 million for the Katsa acquisition, as well as pro-forma EBITDA of Katsa as permitted by the Bank. The Company’s Tangible Net Worth may not be less than $100.0 million plus 50% of positive Net Income for each fiscal year ending on or after June 30, 2023.

 

Borrowings under the Credit Agreement are secured by substantially all of the Company’s personal property, including accounts receivable, inventory, machinery and equipment, and intellectual property. The Company has also pledged 100% of its equity interests in certain domestic subsidiaries and 65% of its equity interests in certain foreign subsidiaries. The Company also entered into a Collateral Assignment of Rights under Purchase Agreement for its acquisition of Veth Propulsion. To effect these security interests, the Company entered into various amendment and assignment agreements that consent to the assignment of certain agreements previously entered into between the Company and the Bank of Montreal in connection with the 2016 Credit Agreement. The Company also amended and assigned to BMO a Negative Pledge Agreement that it has previously entered into with Bank of Montreal, pursuant to which it agreed not to sell, lease or otherwise encumber real estate that it owns except as permitted by the Credit Agreement and the Negative Pledge Agreement.

 

The Company has also entered into a Deposit Account Control Agreement with the Bank, reflecting the Bank’s security interest in deposit accounts the Company maintains with the Bank. The Bank may not provide a notice of exclusive control of a deposit account (thereby obtaining exclusive control of the account) prior to the occurrence or existence of a Default or an Event of Default under the Credit Agreement or otherwise upon the occurrence or existence of an event or condition that would, but for the passage of time or the giving of notice, constitute a Default or an Event of Default under the Credit Agreement.

 

Upon the occurrence of an Event of Default, BMO may take the following actions upon written notice to the Company: (1) terminate its remaining obligations under the Credit Agreement; (2) declare all amounts outstanding under the Credit Agreement to be immediately due and payable; and (3) demand the Company to immediately Cash Collateralize L/C Obligations in an amount equal to 105% of the aggregate L/C Obligations or a greater amount if BMO determines a greater amount is necessary. If such Event of Default is due to the Company’s bankruptcy, BMO may take the three actions listed above without notice to the Company.

 

The Company remains in compliance with its liquidity and other covenants.

 

As of December 27, 2024, current maturities include $2,000 of term loan payments due within the coming year.

 

Other: During the quarter ended December 27, 2024, the average interest rate was 7.94% on the Term Loan, and 6.09% on the Revolving Loans.

 

As of December 27, 2024, the Company’s borrowing capacity on the Revolving Loans under the terms of the Credit Agreement was $42,909, and the Company had approximately $27,058 of available borrowings. In addition to the Credit Agreement, the Company has established unsecured lines of credit that are used from time to time to secure certain performance obligations by the Company.

 

The Company’s borrowings described above approximate fair value at December 27, 2024 and June 30, 2024. If measured at fair value in the financial statements, long-term debt (including the current portion) would be classified as Level 2 in the fair value hierarchy.

 

The Company is party to an interest rate swap arrangement with Bank of Montreal, with an initial notional amount of $20,000 and a maturity date of March 4, 2026 to hedge the Term Loan. As of December 27, 2024, the notional amount was $9,000. This swap has been designated as a cash flow hedge under ASC 815, Derivatives and Hedging. This swap is included in the disclosures in Note O, Derivative Financial Instruments.

 

During the fourth quarter of fiscal 2021, the Company designated its euro denominated Revolving Loan as a net investment hedge to mitigate the risk of variability in its euro denominated net investments in wholly-owned foreign companies. Effective upon the designation, all changes in the fair value of the euro revolver are reported in accumulated other comprehensive loss along with the foreign currency translation adjustments on those foreign investments. This net investment hedge is included in the disclosures in Note O, Derivative Financial Instruments.

v3.25.0.1
Note K - Shareholders' Equity
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Equity [Text Block]

K.

Shareholders Equity

 

The Company, from time to time, makes open market purchases of its common stock under authorizations given to it by the Board of Directors, of which 315.0 shares as of December 27, 2024 remain authorized for purchase.  The Company did not make any open market purchases of its shares during the quarters ended December 27, 2024 and December 29, 2023.

 

The following is a reconciliation of the Company’s equity balances for the first two fiscal quarters of 2025 and 2024:

 

  

Twin Disc, Inc. Shareholders’ Equity

 
          

Accumulated

             
          

Other

      

Non-

     
  

Common

  

Retained

  

Comprehensive

  

Treasury

  

Controlling

  

Total

 
  

Stock

  

Earnings

  

Loss

  

Stock

  

Interest

  

Equity

 

Balance, June 30, 2024

  41,798   129,592   (6,905)  (9,783)  352  $155,054 

Net loss

      (2,765)          (7)  (2,772)

Dividends paid to shareholders

      (570)              (570)

Translation adjustments

          7,148       143   7,291 

Benefit plan adjustments, net of tax

          221           221 

Unrealized loss on hedges, net of tax

          (853)          (853)

Compensation expense

  1,024                   1,024 

Stock awards, net

  (2,920)          1,671       (1,249)

Balance, September 27, 2024

  39,902   126,257   (389)  (8,112)  488   158,146 

Net income

      919           180   1,099 

Dividends paid to shareholders

      (566)              (566)

Translation adjustments

          (11,311)      (58)  (11,369)

Benefit plan adjustments, net of tax

          (1,668)          (1,668)

Unrealized gain on hedges, net of tax

          1,146           1,146 

Compensation expense

  853                   853 

Stock awards, net

  (644)          637       (7)

Balance, December 27, 2024

 $40,111  $126,610  $(12,222) $(7,475) $610  $147,634 

 

  

Twin Disc, Inc. Shareholders’ Equity

 
          

Accumulated

             
          

Other

      

Non-

     
  

Common

  

Retained

  

Comprehensive

  

Treasury

  

Controlling

  

Total

 
  

Stock

  

Earnings

  

Loss

  

Stock

  

Interest

  

Equity

 

Balance, June 30, 2023

  42,855   120,299   (5,570)  (12,491)  424  $145,517 

Net (loss) income

      (1,173)          90   (1,083)

Translation adjustments

          (3,096)      60   (3,036)

Benefit plan adjustments, net of tax

          (171)          (171)

Unrealized gain on hedges, net of tax

          216           216 

Compensation expense

  495                   495 

Stock awards, net

  (3,911)          2,148       (1,763)

Balance, September 29, 2023

  39,439   119,126   (8,621)  (10,343)  574   140,175 

Net income

      930           5   935 

Dividends paid to shareholders

      (560)              (560)

Translation adjustments

          5,155       35   5,190 

Benefit plan adjustments, net of tax

          (108)          (108)

Unrealized loss on hedges, net of tax

          (485)          (485)

Compensation expense

  772                   772 

Stock awards, net

  (550)          541       (9)

Balance, December 29, 2023

 $39,661  $119,496  $(4,059) $(9,802) $614  $145,910 

 

Reconciliations for the changes in accumulated other comprehensive loss, net of tax, by component for the quarters ended December 27, 2024 and December 29, 2023 are as follows:

 

  

Translation

  

Benefit Plan

  

Cash Flow

  

Net Investment

 
  

Adjustment

  

Adjustment

  

Hedges

  

Hedges

 

Balance, June 30, 2024

 $(849) $(8,062) $504  $1,502 

Translation adjustment during the quarter

  7,148   -   -   - 

Amounts reclassified from accumulated other comprehensive loss

  -   221   (169)  (684)

Net current period other comprehensive income (loss)

  7,148   221   (169)  (684)

Balance, September 27, 2024

 $6,299  $(7,841) $335  $818 

Translation adjustment during the quarter

  (11,311)  -   -   - 

Return on plan assets

      (1,808)        

Amounts reclassified from accumulated other comprehensive loss

  -   140   24   1,122 

Net current period other comprehensive (loss) income

  (11,311)  (1,668)  24   1,122 

Balance, December 27, 2024

 $(5,012) $(9,509) $359  $1,940 

 

  

Translation

  

Benefit Plan

  

Cash Flow

  

Net Investment

 
  

Adjustment

  

Adjustment

  

Hedges

  

Hedges

 

Balance, June 30, 2023

 $(1,582) $(5,948) $688  $1,272 

Translation adjustment during the quarter

  (3,096)  -   -   - 

Amounts reclassified from accumulated other comprehensive loss

  -   (171)  (6)  222 

Net current period other comprehensive (loss) income

  (3,096)  (171)  (6)  222 

Balance, September 29, 2023

 $(4,678) $(6,119) $682  $1,494 

Translation adjustment during the quarter

  5,155   -   -   - 

Amounts reclassified from accumulated other comprehensive loss

  -   (108)  (183)  (302)

Net current period other comprehensive income (loss)

  5,155   (108)  (183)  (302)

Balance, December 29, 2023

 $477  $(6,227) $499  $1,192 

 

Reconciliation for the changes in benefit plan adjustments, net of tax for the quarter ended December 27, 2024 are as follows:

 

  

Quarter Ended

   

Two Quarters

Ended

 
  

December 27, 2024

   

December 27, 2024

 

Changes in benefit plan items

         

Actuarial losses

 $180(a) 

 

 $464(a) 

Transition asset and prior service benefit

  (53)(a)

 

  (104)(a)

Return on plan assets

  (1,808)   (1,808)

Total amortization

  (1,681)   (1,448)

Income taxes

  13    2 

Total reclassification, net of tax

 $(1,668)  $(1,446)

 

Reconciliation for the changes in benefit plan adjustments, net of tax for the quarter ended December 29, 2023 is as follows:

 

  

Quarter Ended

   

Two Quarters Ended

 
  

December 29, 2023

   

December 29, 2023

 

Changes in benefit plan items

         

Actuarial losses

 $(91)(a)

 

 $(263)(a)

Transition asset and prior service benefit

  (4)(a)

 

  (8)(a)

Total amortization

  (95)   (271)

Income taxes

  (13)   (8)

Total reclassification, net of tax

 $(108)  $(279)

 

 

(a)

These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note G, "Pension and Other Postretirement Benefit Plans" for further details).

v3.25.0.1
Note L - Earnings Per Share
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

L.

Earnings Per Share

 

The Company calculates basic earnings per share based upon the weighted average number of common shares outstanding during the period, while the calculation of diluted earnings per share includes the dilutive effect of potential common shares outstanding during the period.  The calculation of diluted earnings per share excludes all potential common shares if their inclusion would have an anti-dilutive effect.  Certain restricted stock award recipients have a non-forfeitable right to receive dividends declared by the Company and are therefore included in computing earnings per share pursuant to the two-class method. 

 

The components of basic and diluted earnings per share were as follows:

 

  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Basic:

                

Net income (loss)

 $1,099  $935  $(1,673) $(148)

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

  (180)  (5)  (173)  (95)

Net income (loss) attributable to Twin Disc, Incorporated

  919   930   (1,846)  (243)
                 

Weighted average shares outstanding - basic

  13,868   13,718   13,818   13,629 
                 

Basic Income (Loss) Per Share:

                

Net earnings (loss) per share - basic

 $0.07  $0.07  $(0.13) $(0.02)
                 

Diluted:

                

Net income (loss)

 $1,099  $935  $(1,673) $(148)

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

  (180)  (5)  (173)  (95)

Net income (loss) attributable to Twin Disc, Incorporated

  919   930   (1,846)  (243)
                 

Weighted average shares outstanding - basic

  13,868   13,718   13,818   13,629 

Effect of dilutive stock awards

  190   205   -   - 

Weighted average shares outstanding - diluted

  14,058   13,923   13,818   13,629 
                 

Diluted Income (Loss) Per Share:

                

Net earnings (loss) per share - diluted

 $0.07  $0.07  $(0.13) $(0.02)

 

The following potential common shares were excluded from diluted EPS for the two quarters ended December 27, 2024 as the Company reported a net loss: 404.3 related to the Company’s unvested PSAs, 7.9 related to the Company’s unvested PSAUs, 171.0 related to the Company’s unvested RS awards, and 68.0 related to the Company’s unvested RSUs.

 

The following potential common shares were excluded from diluted EPS for the two quarters ended December 29, 2023 as the Company reported a net loss: 330.0 related to the Company’s unvested PSAs, 10.5 related to the Company’s unvested PSAUs, 80.2 related to the Company’s unvested RS awards, and 87.4 related to the Company’s unvested RSUs.

v3.25.0.1
Note M - Lease Liabilities
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Lessee, Operating and Finance Leases [Text Block]

M.

Lease Liabilities

 

The Company leases certain office and warehouse space, as well as production and office equipment.

 

The Company determines if an arrangement is a lease at contract inception. The lease term begins upon lease commencement, which is when the Company takes possession of the asset, and may include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. As its lease agreements typically do not provide an implicit rate, the Company primarily uses an incremental borrowing rate based upon the information available at lease commencement. In determining the incremental borrowing rate, the Company considers its current borrowing rate, the term of the lease, and the economic environments where the lease activity is concentrated. Some of the Company’s leases contain non-lease components (e.g., common area, other maintenance costs, etc.) that relate to the lease components of the agreement. Non-lease components and the lease components to which they relate are accounted for as a single lease component.

 

The following table provides a summary of leases recorded on the condensed consolidated balance sheet.

 

 

Condensed Consolidated Balance Sheet

Location

 

December 27, 2024

  

June 30, 2024

 

Lease Assets

         

Right-of-use operating lease assets

Right-of-use operating lease assets

 $16,431  $16,622 

Right-of-use finance lease assets

Property, plant and equipment, net

  5,435   5,210 
          

Lease Liabilities

         

Right-of use operating lease liabilities, current

Current maturities of right-of use operating lease obligations

 $2,813  $2,521 

Right-of use operating lease liabilities, non-current

Right-of use operating lease obligations

  13,656   14,376 

Right of use finance lease liabilities, current

Accrued liabilities

  880   713 

Right of use finance lease liabilities, non-current

Other long-term liabilities

  4,980   4,795 

 

The components of lease expense were as follows:

 

  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Finance lease cost:

                

Amortization of right-of-use assets

 $237  $175  $469  $397 

Interest on lease liabilities

  96   77   189   151 

Operating lease cost

  1,003   882   1,942   1,775 

Short-term lease cost

  22   6   33   9 

Variable lease cost

  139   99   239   199 

Total lease cost

  1,497   1,239   2,874   2,531 

Less: Sublease income

  (21)  (20)  (42)  (41)

Net lease cost

 $1,476  $1,219  $2,830  $2,490 

 

Other information related to leases was as follows:

 

  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Cash paid for amounts included in the measurement of lease liabilities:

                

Operating cash flows from operating leases

 $1,084  $934  $2,086  $1,871 

Operating cash flows from finance leases

  97   76   192   149 

Financing cash flows from finance leases

  471   207   1,017   471 

Right-of-use-assets obtained in exchange for lease obligations:

                

Operating leases

  1,255   188   1,581   188 

Finance leases

  224   123   732   657 

Weighted average remaining lease term (years):

             

Operating leases

          7.9   8.1 

Finance lease

          8.1   9.5 

Weighted average discount rate:

                

Operating leases

          8.5%  7.6%

Finance leases

          6.4%  5.8%

 

Approximate future minimum rental commitments under non-cancellable leases as of December 27, 2024 were as follows:         

 

  

Operating Leases

  

Finance Leases

 

2024

 $2,095  $593 

2025

  3,869   1,154 

2026

  3,233   1,085 

2027

  2,339   986 

2028

  2,215   695 

2029

  1,774   526 

Thereafter

  7,661   2,285 

Total future lease payments

  23,186   7,324 

Less: Amount representing interest

  (6,717)  (1,464)

Present value of future payments

 $16,469  $5,860 
v3.25.0.1
Note N - Derivative Financial Instruments
6 Months Ended
Dec. 27, 2024
Notes to Financial Statements  
Derivative Instruments and Hedging Activities Disclosure [Text Block]

N.

Derivative Financial Instruments

 

From time to time, the Company enters into derivative instruments to manage volatility arising from risks relating to interest rates and foreign currency exchange rates. The Company does not purchase, hold or sell derivative financial instruments for trading purposes. The Company’s practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if it determines the underlying forecasted transaction is no longer probable of occurring.

 

The Company reports all derivative instruments on its condensed consolidated balance sheets at fair value and establishes criteria for designation and effectiveness of transactions entered into for hedging purposes.

 

Interest Rate Swap Contracts

 

The Company has one outstanding interest rate swap contract as of December 27, 2024, with a notional amount of $9,000. It has been designated as a cash flow hedge in accordance with ASC 815, Derivatives and Hedging.

 

The primary purpose of the Company’s cash flow hedging activities is to manage the potential changes in value associated with interest payments on the Company’s SOFR-based indebtedness. The Company records gains and losses on interest rate swap contracts qualifying as cash flow hedges in accumulated other comprehensive loss to the extent that these hedges are effective and until the Company recognizes the underlying transactions in net earnings, at which time these gains and losses are recognized in interest expense on its condensed consolidated statements of operations and comprehensive income (loss). Cash flows from derivative financial instruments are classified as cash flows from financing activities on the consolidated statements of cash flows. These contracts generally have original maturities of greater than twelve months.

 

Net unrealized after-tax gains related to cash flow hedging activities that were included in accumulated other comprehensive loss were $359 and $504 as of December 27, 2024, and June 30, 2024, respectively. The unrealized amounts in accumulated other comprehensive loss will fluctuate based on changes in the fair value of open contracts during each reporting period.

 

The Company estimates that $132 of net unrealized losses related to cash flow hedging activities included in accumulated other comprehensive loss will be reclassified into earnings within the next twelve months.

 

Derivatives Designated as Net Investment Hedges

 

The Company is exposed to foreign currency exchange rate risk related to its investment in net assets in foreign countries. During the fourth quarter of fiscal 2021, the Company designated its euro denominated Revolving Loan, with a notional amount of €13,000, as a net investment hedge to mitigate the risk of variability in its euro denominated net investments in wholly-owned foreign subsidiaries. All changes in the fair value of the euro revolver were then recorded in accumulated other comprehensive loss along with the foreign currency translation adjustments on those foreign investments. Net unrealized after-tax income related to net investment hedging activities that were included in accumulated other comprehensive loss were $1,940 and $1,502 as of December 27, 2024 and June 30, 2024, respectively.

 

Fair Value of Derivative Instruments

 

The fair value of derivative instruments included in the condensed consolidated balance sheets were as follows:         

 

 

Condensed Consolidated Balance

Sheet Location

 

December 27, 2024

  

June 30, 2024

 

Derivative designated as hedge:

         

Interest rate swap

Other current assets

 $123  $218 

Interest rate swap

Other noncurrent assets

  26   76 

 

The impact of the Company’s derivative instruments on the condensed consolidated statements of operations and comprehensive (loss) income for the quarters ended December 27, 2024 and December 29, 2023, respectively, was as follows:

 

 

Condensed Consolidated Statements

of Operations and Comprehensive

 

For the Quarter Ended

   

For the Two Quarters Ended

 
 

(Loss) Income Location

 

December 27, 2024

   

December 29, 2023

   

December 27, 2024

   

December 29, 2023

 

Derivative designated as hedge:

                                 

Interest rate swap

Interest expense

  $ 55     $ 67     $ 112     $ 138  

Interest rate swap

Unrealized gain (loss) on hedges

    (24 )     183       145       189  

Net investment hedge

Unrealized gain (loss) on hedges

    (1,122 )     302       (438 )     80  

 

v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 27, 2024
Insider Trading Arr Line Items  
Rule 10b5-1 Arrangement Terminated [Flag] false
Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
v3.25.0.1
Note B - Inventories (Tables)
6 Months Ended
Dec. 27, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
  

December 27, 2024

  

June 30, 2024

 

Inventories:

        

Finished parts

 $59,396  $60,166 

Work in process

  24,503   23,096 

Raw materials

  44,379   47,222 
  $128,278  $130,484 
v3.25.0.1
Note C - Warranty (Tables)
6 Months Ended
Dec. 27, 2024
Notes Tables  
Schedule of Product Warranty Liability [Table Text Block]
  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Reserve balance, beginning of period

 $4,450  $4,160  $4,220  $3,476 

Current period expense and adjustments

  1,762   1,208   2,598   2,724 

Payments or credits to customers

  (1,851)  (898)  (2,517)  (1,718)

Translation

  198   18   258   6 

Reserve balance, end of period

 $4,559  $4,488  $4,559  $4,488 
v3.25.0.1
Note E - Business Segments (Tables)
6 Months Ended
Dec. 27, 2024
Notes Tables  
Reconciliation of Revenue from Segments to Consolidated [Table Text Block]
  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Net sales

                

Manufacturing segment sales

 $76,463  $58,368  $139,781  $112,906 

Distribution segment sales

  35,727   37,242   65,311   70,095 

Inter/Intra segment elimination – manufacturing

  (14,673)  (18,795)  (28,045)  (38,979)

Inter/Intra segment elimination – distribution

  (7,596)  (3,821)  (14,229)  (7,475)
  $89,921  $72,994  $162,818  $136,547 

Net income (loss) attributable to Twin Disc, Incorporated

                

Manufacturing segment net income

 $3,131  $2,078  $5,000  $3,636 

Distribution segment net income

  1,228   3,173   2,179   4,179 

Corporate and eliminations

  (3,440)  (4,321)  (9,025)  (8,058)
  $919  $930  $(1,846) $(243)
Reconciliation of Assets from Segment to Consolidated [Table Text Block]

Assets

 

December 27, 2024

  

June 30, 2024

 

Manufacturing segment assets

 $459,422  $443,149 

Distribution segment assets

  39,376   73,033 

Corporate assets and elimination of intercompany assets

  (191,438)  (204,124)
  $307,360  $312,058 
Revenue from External Customers by Products and Services [Table Text Block]
          

Elimination of

     
  

Manufacturing

  

Distribution

  

Intercompany Sales

  

Total

 

Industrial

 $9,329  $1,053  $(923) $9,459 

Land-based transmissions

  18,594   2,101   (1,685)  19,010 

Marine and propulsion systems

  48,512   27,659   (19,479)  56,692 

Other

  28   4,914   (182)  4,760 

Total

 $76,463  $35,727  $(22,269) $89,921 
          

Elimination of

     
  

Manufacturing

  

Distribution

  

Intercompany Sales

  

Total

 

Industrial

 $5,704  $1,557  $(730) $6,531 

Land-based transmissions

  15,003   7,953   (7,093)  15,863 

Marine and propulsion systems

  37,661   24,058   (14,773)  46,946 

Other

  -   3,674   (20)  3,654 

Total

 $58,368  $37,242  $(22,616) $72,994 
          Elimination of     
  

Manufacturing

  

Distribution

  

Intercompany Sales

  

Total

 

Industrial

 $18,126  $2,106  $(1,604) $18,628 

Land-based transmissions

  36,747   5,664   (6,117)  36,294 

Marine and propulsion systems

  84,859   48,992   (34,057)  99,794 

Other

  49   8,549   (496)  8,102 

Total

 $139,781  $65,311  $(42,274) $162,818 

 

          

Elimination of

     
  

Manufacturing

  

Distribution

  

Intercompany Sales

  

Total

 

Industrial

 $10,994  $2,586  $(1,364) $12,216 

Land-based transmissions

  29,684   20,623   (15,867)  34,440 

Marine and propulsion systems

  72,228   40,378   (29,197)  83,409 

Other

  -   6,508   (26)  6,482 

Total

 $112,906  $70,095  $(46,454) $136,547 
v3.25.0.1
Note G - Pension and Other Postretirement Benefit Plans (Tables)
6 Months Ended
Dec. 27, 2024
Notes Tables  
Schedule of Net Benefit Costs [Table Text Block]
  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Pension Benefits:

                

Service cost

 $81  $94  $164  $188 

Prior service cost

  5   -   10   - 

Interest cost

  836   896   1,672   1,792 

Expected return on plan assets

  (826)  (1,048)  (1,652)  (2,096)

Amortization of transition obligation

  10   10   20   19 

Amortization of prior service cost

  6   9   13   17 

Amortization of actuarial net loss

  246   16   493   31 

Net periodic benefit cost (gain)

 $358  $(23) $720  $(49)
                 

Postretirement Benefits:

                

Service cost

 $2  $2  $5  $4 

Interest cost

  53   48   106   95 

Amortization of prior service benefit

  (69)  (22)  (137)  (44)

Amortization of actuarial net gain

  (10)  (155)  (19)  (310)

Net periodic benefit gain 

 $(24) $(127) $(45) $(255)
v3.25.0.1
Note H - Income Taxes (Tables)
6 Months Ended
Dec. 27, 2024
Notes Tables  
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
  

For the Quarter-Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Foreign earnings, before income taxes of $1,552, $1,683, $2,406, and $2,199, respectively

 $5,660  $6,209  $9,100  $8,264 

Domestic losses, before income taxes of $0, ($21), ($227) and $9, respectively

  (3,009)  (3,612)  (8,594)  (6,204)

Earnings before income taxes and noncontrolling interest

 $2,651  $2,597  $506  $2,060 
                 

Income tax expense

 $1,552  $1,662  $2,179  $2,208 

Effective income tax rate

  58.5%  64.0%  430.6%  107.2%
v3.25.0.1
Note I - Intangible Assets (Tables)
6 Months Ended
Dec. 27, 2024
Notes Tables  
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]
  

Net Book Value Rollforward

  

Net Book Value By Asset Type

 
  

Gross Carrying Amount

  

Accumulated Amortization / Impairment

  

Net Book

Value

  

Customer Relationships

  

Technology

Know-how

  

Trade Name

  

Other

  

Total

 

Balance at June 30, 2024

 $34,533  $(21,847) $12,686  $6,720  $2,098  $1,511  $2,357  $12,686 

Addition

  203   -   203   -   -   -   203   203 

Amortization

  -   (1,806)  (1,806)  (650)  (627)  (125)  (404)  (1,806)

Translation adjustment

  (227)  -   (227)  (156)  (50)  (18)  (3)  (227)

Balance at December 27, 2024

 $34,509  $(23,653) $10,856  $5,914  $1,421  $1,368  $2,153  $10,856 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Fiscal Year

    

2025

 $1,678 

2026

  2,552 

2027

  1,992 

2028

  1,785 

2029

  1,331 

2030

  307 

Thereafter

  1,211 
  $10,856 
v3.25.0.1
Note J - Long-term Debt (Tables)
6 Months Ended
Dec. 27, 2024
Notes Tables  
Schedule of Debt [Table Text Block]
  

December 27, 2024

  

June 30, 2024

 

Credit Agreement Debt

        

Revolving loans (expire April 2027)

 $15,851  $16,288 

Term loan (due April 2027)

  9,000   9,500 

Other

  22   23 

Subtotal

  24,873   25,811 

Less: current maturities

  (2,000)  (2,000)

Total long-term debt

 $22,873  $23,811 
v3.25.0.1
Note K - Shareholders' Equity (Tables)
6 Months Ended
Dec. 27, 2024
Notes Tables  
Schedule of Stockholders Equity [Table Text Block]
  

Twin Disc, Inc. Shareholders’ Equity

 
          

Accumulated

             
          

Other

      

Non-

     
  

Common

  

Retained

  

Comprehensive

  

Treasury

  

Controlling

  

Total

 
  

Stock

  

Earnings

  

Loss

  

Stock

  

Interest

  

Equity

 

Balance, June 30, 2024

  41,798   129,592   (6,905)  (9,783)  352  $155,054 

Net loss

      (2,765)          (7)  (2,772)

Dividends paid to shareholders

      (570)              (570)

Translation adjustments

          7,148       143   7,291 

Benefit plan adjustments, net of tax

          221           221 

Unrealized loss on hedges, net of tax

          (853)          (853)

Compensation expense

  1,024                   1,024 

Stock awards, net

  (2,920)          1,671       (1,249)

Balance, September 27, 2024

  39,902   126,257   (389)  (8,112)  488   158,146 

Net income

      919           180   1,099 

Dividends paid to shareholders

      (566)              (566)

Translation adjustments

          (11,311)      (58)  (11,369)

Benefit plan adjustments, net of tax

          (1,668)          (1,668)

Unrealized gain on hedges, net of tax

          1,146           1,146 

Compensation expense

  853                   853 

Stock awards, net

  (644)          637       (7)

Balance, December 27, 2024

 $40,111  $126,610  $(12,222) $(7,475) $610  $147,634 
  

Twin Disc, Inc. Shareholders’ Equity

 
          

Accumulated

             
          

Other

      

Non-

     
  

Common

  

Retained

  

Comprehensive

  

Treasury

  

Controlling

  

Total

 
  

Stock

  

Earnings

  

Loss

  

Stock

  

Interest

  

Equity

 

Balance, June 30, 2023

  42,855   120,299   (5,570)  (12,491)  424  $145,517 

Net (loss) income

      (1,173)          90   (1,083)

Translation adjustments

          (3,096)      60   (3,036)

Benefit plan adjustments, net of tax

          (171)          (171)

Unrealized gain on hedges, net of tax

          216           216 

Compensation expense

  495                   495 

Stock awards, net

  (3,911)          2,148       (1,763)

Balance, September 29, 2023

  39,439   119,126   (8,621)  (10,343)  574   140,175 

Net income

      930           5   935 

Dividends paid to shareholders

      (560)              (560)

Translation adjustments

          5,155       35   5,190 

Benefit plan adjustments, net of tax

          (108)          (108)

Unrealized loss on hedges, net of tax

          (485)          (485)

Compensation expense

  772                   772 

Stock awards, net

  (550)          541       (9)

Balance, December 29, 2023

 $39,661  $119,496  $(4,059) $(9,802) $614  $145,910 
Reconciliation For The Changes In Accumulated Other Comprehensive Income Loss Net Of Tax By Component [Table Text Block]
  

Translation

  

Benefit Plan

  

Cash Flow

  

Net Investment

 
  

Adjustment

  

Adjustment

  

Hedges

  

Hedges

 

Balance, June 30, 2024

 $(849) $(8,062) $504  $1,502 

Translation adjustment during the quarter

  7,148   -   -   - 

Amounts reclassified from accumulated other comprehensive loss

  -   221   (169)  (684)

Net current period other comprehensive income (loss)

  7,148   221   (169)  (684)

Balance, September 27, 2024

 $6,299  $(7,841) $335  $818 

Translation adjustment during the quarter

  (11,311)  -   -   - 

Return on plan assets

      (1,808)        

Amounts reclassified from accumulated other comprehensive loss

  -   140   24   1,122 

Net current period other comprehensive (loss) income

  (11,311)  (1,668)  24   1,122 

Balance, December 27, 2024

 $(5,012) $(9,509) $359  $1,940 
  

Translation

  

Benefit Plan

  

Cash Flow

  

Net Investment

 
  

Adjustment

  

Adjustment

  

Hedges

  

Hedges

 

Balance, June 30, 2023

 $(1,582) $(5,948) $688  $1,272 

Translation adjustment during the quarter

  (3,096)  -   -   - 

Amounts reclassified from accumulated other comprehensive loss

  -   (171)  (6)  222 

Net current period other comprehensive (loss) income

  (3,096)  (171)  (6)  222 

Balance, September 29, 2023

 $(4,678) $(6,119) $682  $1,494 

Translation adjustment during the quarter

  5,155   -   -   - 

Amounts reclassified from accumulated other comprehensive loss

  -   (108)  (183)  (302)

Net current period other comprehensive income (loss)

  5,155   (108)  (183)  (302)

Balance, December 29, 2023

 $477  $(6,227) $499  $1,192 
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]
  

Quarter Ended

   

Two Quarters

Ended

 
  

December 27, 2024

   

December 27, 2024

 

Changes in benefit plan items

         

Actuarial losses

 $180(a) 

 

 $464(a) 

Transition asset and prior service benefit

  (53)(a)

 

  (104)(a)

Return on plan assets

  (1,808)   (1,808)

Total amortization

  (1,681)   (1,448)

Income taxes

  13    2 

Total reclassification, net of tax

 $(1,668)  $(1,446)
  

Quarter Ended

   

Two Quarters Ended

 
  

December 29, 2023

   

December 29, 2023

 

Changes in benefit plan items

         

Actuarial losses

 $(91)(a)

 

 $(263)(a)

Transition asset and prior service benefit

  (4)(a)

 

  (8)(a)

Total amortization

  (95)   (271)

Income taxes

  (13)   (8)

Total reclassification, net of tax

 $(108)  $(279)
v3.25.0.1
Note L - Earnings Per Share (Tables)
6 Months Ended
Dec. 27, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Basic:

                

Net income (loss)

 $1,099  $935  $(1,673) $(148)

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

  (180)  (5)  (173)  (95)

Net income (loss) attributable to Twin Disc, Incorporated

  919   930   (1,846)  (243)
                 

Weighted average shares outstanding - basic

  13,868   13,718   13,818   13,629 
                 

Basic Income (Loss) Per Share:

                

Net earnings (loss) per share - basic

 $0.07  $0.07  $(0.13) $(0.02)
                 

Diluted:

                

Net income (loss)

 $1,099  $935  $(1,673) $(148)

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

  (180)  (5)  (173)  (95)

Net income (loss) attributable to Twin Disc, Incorporated

  919   930   (1,846)  (243)
                 

Weighted average shares outstanding - basic

  13,868   13,718   13,818   13,629 

Effect of dilutive stock awards

  190   205   -   - 

Weighted average shares outstanding - diluted

  14,058   13,923   13,818   13,629 
                 

Diluted Income (Loss) Per Share:

                

Net earnings (loss) per share - diluted

 $0.07  $0.07  $(0.13) $(0.02)
v3.25.0.1
Note M - Lease Liabilities (Tables)
6 Months Ended
Dec. 27, 2024
Notes Tables  
Assets and Liabilities, Lessee [Table Text Block]
 

Condensed Consolidated Balance Sheet

Location

 

December 27, 2024

  

June 30, 2024

 

Lease Assets

         

Right-of-use operating lease assets

Right-of-use operating lease assets

 $16,431  $16,622 

Right-of-use finance lease assets

Property, plant and equipment, net

  5,435   5,210 
          

Lease Liabilities

         

Right-of use operating lease liabilities, current

Current maturities of right-of use operating lease obligations

 $2,813  $2,521 

Right-of use operating lease liabilities, non-current

Right-of use operating lease obligations

  13,656   14,376 

Right of use finance lease liabilities, current

Accrued liabilities

  880   713 

Right of use finance lease liabilities, non-current

Other long-term liabilities

  4,980   4,795 
Lease, Cost [Table Text Block]
  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Finance lease cost:

                

Amortization of right-of-use assets

 $237  $175  $469  $397 

Interest on lease liabilities

  96   77   189   151 

Operating lease cost

  1,003   882   1,942   1,775 

Short-term lease cost

  22   6   33   9 

Variable lease cost

  139   99   239   199 

Total lease cost

  1,497   1,239   2,874   2,531 

Less: Sublease income

  (21)  (20)  (42)  (41)

Net lease cost

 $1,476  $1,219  $2,830  $2,490 
Operating and Finance Leases, Other Disclosures [Table Text Block]
  

For the Quarter Ended

  

For the Two Quarters Ended

 
  

December 27, 2024

  

December 29, 2023

  

December 27, 2024

  

December 29, 2023

 

Cash paid for amounts included in the measurement of lease liabilities:

                

Operating cash flows from operating leases

 $1,084  $934  $2,086  $1,871 

Operating cash flows from finance leases

  97   76   192   149 

Financing cash flows from finance leases

  471   207   1,017   471 

Right-of-use-assets obtained in exchange for lease obligations:

                

Operating leases

  1,255   188   1,581   188 

Finance leases

  224   123   732   657 

Weighted average remaining lease term (years):

             

Operating leases

          7.9   8.1 

Finance lease

          8.1   9.5 

Weighted average discount rate:

                

Operating leases

          8.5%  7.6%

Finance leases

          6.4%  5.8%
Schedule of Future Minimum Rental Payments for Operating Leases and Finance Lease, Liability, Maturity [Table Text Block]
  

Operating Leases

  

Finance Leases

 

2024

 $2,095  $593 

2025

  3,869   1,154 

2026

  3,233   1,085 

2027

  2,339   986 

2028

  2,215   695 

2029

  1,774   526 

Thereafter

  7,661   2,285 

Total future lease payments

  23,186   7,324 

Less: Amount representing interest

  (6,717)  (1,464)

Present value of future payments

 $16,469  $5,860 
v3.25.0.1
Note N - Derivative Financial Instruments (Tables)
6 Months Ended
Dec. 27, 2024
Notes Tables  
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]
 

Condensed Consolidated Balance

Sheet Location

 

December 27, 2024

  

June 30, 2024

 

Derivative designated as hedge:

         

Interest rate swap

Other current assets

 $123  $218 

Interest rate swap

Other noncurrent assets

  26   76 
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location [Table Text Block]
 

Condensed Consolidated Statements

of Operations and Comprehensive

 

For the Quarter Ended

   

For the Two Quarters Ended

 
 

(Loss) Income Location

 

December 27, 2024

   

December 29, 2023

   

December 27, 2024

   

December 29, 2023

 

Derivative designated as hedge:

                                 

Interest rate swap

Interest expense

  $ 55     $ 67     $ 112     $ 138  

Interest rate swap

Unrealized gain (loss) on hedges

    (24 )     183       145       189  

Net investment hedge

Unrealized gain (loss) on hedges

    (1,122 )     302       (438 )     80  
v3.25.0.1
Note A - Basis of Presentation (Details Textual)
May 31, 2024
Katsa Oy [Member]  
Business Acquisition, Percentage of Voting Interests Acquired 100.00%
v3.25.0.1
Note B - Inventories (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Sep. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Inventory Write-down       $ 1,579 $ 0
Industrial Products [Member]          
Inventory Write-down $ 1,600        
Boat Management System Product Line [Member]          
Inventory Write-down     $ 2,100    
Boat Management System Product Line [Member] | UNITED STATES          
Inventory Write-down   $ 1,600      
v3.25.0.1
Note B - Inventories - Inventories (Details) - USD ($)
$ in Thousands
Dec. 27, 2024
Jun. 30, 2024
Finished parts $ 59,396 $ 60,166
Work in process 24,503 23,096
Raw materials 44,379 47,222
Total inventories $ 128,278 $ 130,484
v3.25.0.1
Note C - Warranty (Details Textual) - USD ($)
$ in Thousands
Dec. 27, 2024
Dec. 29, 2023
Product Warranty Accrual, Current $ 3,467 $ 3,549
Product Warranty Accrual, Noncurrent $ 1,092 $ 939
v3.25.0.1
Note C - Warranty - Warranty (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Reserve balance, beginning of period $ 4,450 $ 4,160 $ 4,220 $ 3,476
Current period expense and adjustments 1,762 1,208 2,598 2,724
Payments or credits to customers (1,851) (898) (2,517) (1,718)
Translation 198 18 258 6
Reserve balance, end of period $ 4,559 $ 4,488 $ 4,559 $ 4,488
v3.25.0.1
Note E - Business Segments (Details Textual)
3 Months Ended
Dec. 27, 2024
Number of Reportable Segments 2
v3.25.0.1
Note E - Business Segments - Revenues by Segment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Net sales $ 89,921 $ 72,994 $ 162,818 $ 136,547
Manufacturing segment net income 919 930 (1,846) (243)
Intersegment Eliminations [Member]        
Net sales (22,269) (22,616) (42,274) (46,454)
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]        
Manufacturing segment net income (3,440) (4,321) (9,025) (8,058)
Manufacturing Segment [Member] | Operating Segments [Member]        
Net sales 76,463 58,368 139,781 112,906
Manufacturing segment net income 3,131 2,078 5,000 3,636
Manufacturing Segment [Member] | Intersegment Eliminations [Member]        
Net sales (14,673) (18,795) (28,045) (38,979)
Distribution Segment [Member] | Operating Segments [Member]        
Net sales 35,727 37,242 65,311 70,095
Manufacturing segment net income 1,228 3,173 2,179 4,179
Distribution Segment [Member] | Intersegment Eliminations [Member]        
Net sales $ (7,596) $ (3,821) $ (14,229) $ (7,475)
v3.25.0.1
Note E - Business Segments - Assets by Segment (Details) - USD ($)
$ in Thousands
Dec. 27, 2024
Jun. 30, 2024
Segment Assets $ 307,360 $ 312,058
Operating Segments [Member] | Manufacturing Segment [Member]    
Segment Assets 459,422 443,149
Operating Segments [Member] | Distribution Segment [Member]    
Segment Assets 39,376 73,033
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]    
Segment Assets $ (191,438) $ (204,124)
v3.25.0.1
Note E - Business Segments - Net Sales by Product Group (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Net Sales $ 89,921 $ 72,994 $ 162,818 $ 136,547
Intersegment Eliminations [Member]        
Net Sales (22,269) (22,616) (42,274) (46,454)
Manufacturing Segment [Member] | Operating Segments [Member]        
Net Sales 76,463 58,368 139,781 112,906
Manufacturing Segment [Member] | Intersegment Eliminations [Member]        
Net Sales (14,673) (18,795) (28,045) (38,979)
Distribution Segment [Member] | Operating Segments [Member]        
Net Sales 35,727 37,242 65,311 70,095
Distribution Segment [Member] | Intersegment Eliminations [Member]        
Net Sales (7,596) (3,821) (14,229) (7,475)
Industrial [Member]        
Net Sales 9,459 6,531 18,628 12,216
Industrial [Member] | Intersegment Eliminations [Member]        
Net Sales (923) (730) (1,604) (1,364)
Industrial [Member] | Manufacturing Segment [Member] | Operating Segments [Member]        
Net Sales 9,329 5,704 18,126 10,994
Industrial [Member] | Distribution Segment [Member] | Operating Segments [Member]        
Net Sales 1,053 1,557 2,106 2,586
Land Based Transmissions [Member]        
Net Sales 19,010 15,863 36,294 34,440
Land Based Transmissions [Member] | Intersegment Eliminations [Member]        
Net Sales (1,685) (7,093) (6,117) (15,867)
Land Based Transmissions [Member] | Manufacturing Segment [Member] | Operating Segments [Member]        
Net Sales 18,594 15,003 36,747 29,684
Land Based Transmissions [Member] | Distribution Segment [Member] | Operating Segments [Member]        
Net Sales 2,101 7,953 5,664 20,623
Marine and Propulsion Systems [Member]        
Net Sales 56,692 46,946 99,794 83,409
Marine and Propulsion Systems [Member] | Intersegment Eliminations [Member]        
Net Sales (19,479) (14,773) (34,057) (29,197)
Marine and Propulsion Systems [Member] | Manufacturing Segment [Member] | Operating Segments [Member]        
Net Sales 48,512 37,661 84,859 72,228
Marine and Propulsion Systems [Member] | Distribution Segment [Member] | Operating Segments [Member]        
Net Sales 27,659 24,058 48,992 40,378
Other [Member]        
Net Sales 4,760 3,654 8,102 6,482
Other [Member] | Intersegment Eliminations [Member]        
Net Sales (182) (20) (496) (26)
Other [Member] | Manufacturing Segment [Member] | Operating Segments [Member]        
Net Sales 28 0 49 0
Other [Member] | Distribution Segment [Member] | Operating Segments [Member]        
Net Sales $ 4,914 $ 3,674 $ 8,549 $ 6,508
v3.25.0.1
Note F - Stock-based Compensation (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended 15 Months Ended
Dec. 27, 2024
Sep. 27, 2024
Dec. 29, 2023
Sep. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Dec. 29, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) 1,636,550       1,636,550    
Performance Stock Awards [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) 232,200   238,700   232,200 238,700  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)         116,100 119,300  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)         3 years 3 years  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) 350,000   335,200   350,000 335,200  
Share-Based Payment Arrangement, Expense $ 376       $ 1,035 $ 379 $ 325
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value (in dollars per share) $ 10.85       $ 10.85    
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount $ 2,296       $ 2,296    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value       $ 0 $ 0    
Performance Stock Unit Awards [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) 20,900       20,900    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)         0 10,500  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) 10,500   10,500   10,500 10,500  
Share-Based Payment Arrangement, Expense $ 11   $ 11   $ 22 $ 18  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value (in dollars per share) $ 12.15       $ 12.15    
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount $ 65       $ 65    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value   $ 0       $ 0  
Restricted Stock [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)         44,000 115,700  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) 251,000   251,300   251,000 251,300  
Share-Based Payment Arrangement, Expense $ 317   $ 310   $ 628 $ 623  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount $ 1,176       1,176    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value         $ 437 $ 2,206  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in shares)         0 2,400  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)         3 years    
Restricted Stock [Member] | Minimum [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) 1 year            
Restricted Stock [Member] | Maximum [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) 3 years            
Restricted Stock Units (RSUs) [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)         77,400 7,100  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)         3 years    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) 159,900   135,000   159,900 135,000  
Share-Based Payment Arrangement, Expense $ 149   $ 126   $ 192 $ 247  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value (in dollars per share) $ 10.88       $ 10.88    
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount $ 1,022       $ 1,022    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value         $ 701 $ 25  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)         3 years    
The 2021 Long-Term Incentive Plan [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) 715,000       715,000    
The 2020 Directors Plan [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) 521,550       521,550    
Amended and Restated 2021 Omnibus Incentive Plan [Member]              
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) 400,000       400,000    
v3.25.0.1
Note G - Pension and Other Postretirement Benefit Plans (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, after Tax $ (140) $ (108) $ (361) $ (279)
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, Tax 13 $ (13) 2 $ (8)
Pension Plan [Member]        
Defined Benefit Plan, Expected Future Employer Contributions, Current Fiscal Year $ 535   535  
Defined Benefit Plan, Plan Assets, Contributions by Employer     $ 396  
v3.25.0.1
Note G - Pension and Other Postretirement Benefit Plans - Components of Net Periodic Benefit Cost (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Amortization of prior service cost $ (69) $ (22) $ (137) $ (44)
Amortization of actuarial net loss (10) (155) (19) (310)
Pension Plan [Member]        
Service cost 81 94 164 188
Prior service cost 5 0 10 0
Interest cost 836 896 1,672 1,792
Expected return on plan assets (826) (1,048) (1,652) (2,096)
Amortization of transition obligation 10 10 20 19
Amortization of prior service cost 6 9 13 17
Amortization of actuarial net loss 246 16 493 31
Net periodic benefit cost (gain) 358 (23) 720 (49)
Other Postretirement Benefits Plan [Member]        
Service cost 2 2 5 4
Interest cost 53 48 106 95
Net periodic benefit cost (gain) $ (24) $ (127) $ (45) $ (255)
v3.25.0.1
Note H - Income Taxes (Details Textual)
$ in Thousands
3 Months Ended
Dec. 27, 2024
USD ($)
Effective Income Tax Rate Reconciliation, Release of Uncertain Tax Positions, Amount $ 148
v3.25.0.1
Note H - Income Taxes - Reconciliation of Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Foreign earnings, before income taxes of $1,552, $1,683, $2,406, and $2,199, respectively $ 5,660 $ 6,209 $ 9,100 $ 8,264
Domestic losses, before income taxes of $0, ($21), ($227) and $9, respectively (3,009) (3,612) (8,594) (6,204)
Earnings before income taxes and noncontrolling interest 2,651 2,597 506 2,060
Income tax expense $ 1,552 $ 1,662 $ 2,179 $ 2,208
Effective income tax rate 58.50% 64.00% 430.60% 107.20%
v3.25.0.1
Note H - Income Taxes - Reconciliation of Income Taxes (Details) (Parentheticals) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Foreign earnings, tax $ 1,552 $ 1,683 $ 2,406 $ 2,199
Domestic losses, tax $ 0 $ (21) $ (227) $ 9
v3.25.0.1
Note I - Intangible Assets (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Amortization of Intangible Assets $ 880 $ 817 $ 1,806 $ 1,636
v3.25.0.1
Note I - Intangible Assets - Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Balance, Definite Intangible Assets Gross Carrying Amount     $ 34,533  
Balance, Definite Intangible Assets Accumulated Amortization/Impairment     (21,847)  
Balance at June 30, Definite Intangible Assets Net Book Value     12,686  
Addition, Definite Intangible Assets Gross Carrying Amount     203  
Addition, Definite Intangible Assets Net Book Value     203  
Amortization, Intangible Asset $ (880) $ (817) (1,806) $ (1,636)
Translation adjustment, Definite Intangible Assets Gross Carrying Amount     (227)  
Translation adjustment, Definite Intangible Assets Net Book Value     (227)  
Balance, Definite Intangible Assets Gross Carrying Amount 34,509   34,509  
Balance, Definite Intangible Assets Accumulated Amortization/Impairment (23,653)   (23,653)  
Balance at June 30, Definite Intangible Assets Net Book Value 10,856   10,856  
Customer Relationships [Member]        
Balance at June 30, Definite Intangible Assets Net Book Value     6,720  
Addition, Definite Intangible Assets Net Book Value     0  
Amortization, Intangible Asset     (650)  
Translation adjustment, Definite Intangible Assets Net Book Value     (156)  
Balance at June 30, Definite Intangible Assets Net Book Value 5,914   5,914  
Technology-Based Intangible Assets [Member]        
Balance at June 30, Definite Intangible Assets Net Book Value     2,098  
Addition, Definite Intangible Assets Net Book Value     0  
Amortization, Intangible Asset     (627)  
Translation adjustment, Definite Intangible Assets Net Book Value     (50)  
Balance at June 30, Definite Intangible Assets Net Book Value 1,421   1,421  
Trade Names [Member]        
Balance at June 30, Definite Intangible Assets Net Book Value     1,511  
Addition, Definite Intangible Assets Net Book Value     0  
Amortization, Intangible Asset     (125)  
Translation adjustment, Definite Intangible Assets Net Book Value     (18)  
Balance at June 30, Definite Intangible Assets Net Book Value 1,368   1,368  
Other Intangible Assets [Member]        
Balance at June 30, Definite Intangible Assets Net Book Value     2,357  
Addition, Definite Intangible Assets Net Book Value     203  
Amortization, Intangible Asset     (404)  
Translation adjustment, Definite Intangible Assets Net Book Value     (3)  
Balance at June 30, Definite Intangible Assets Net Book Value $ 2,153   $ 2,153  
v3.25.0.1
Note I - Intangible Assets - Estimated Intangibles Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 27, 2024
Jun. 30, 2024
2025 $ 1,678  
2026 2,552  
2027 1,992  
2028 1,785  
2029 1,331  
2030 307  
Thereafter 1,211  
Finite-Lived Intangible Assets, Net $ 10,856 $ 12,686
v3.25.0.1
Note J - Long-term Debt (Details Textual)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
USD ($)
Dec. 27, 2024
USD ($)
Jun. 30, 2024
USD ($)
Apr. 01, 2024
USD ($)
Jun. 29, 2018
USD ($)
Long-Term Debt, Current Maturities $ 2,000 $ 2,000 $ 2,000    
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Bank of Montreal [Member]          
Derivative, Notional Amount 9,000 9,000     $ 20,000
Katsa Oy [Member]          
Business Acquisition, Transaction Costs $ 600 $ 600      
BMO [Member] | The 2018 Credit Agreement [Member]          
Debt Instrument, Percentage of Equity Interest in Domestic Subsidiaries Pledged 100.00% 100.00%      
Debt Instrument, Percentage of Equity Interest in Foreign Subsidiaries Pledged 65.00% 65.00%      
Debt Instrument, Debt Default, Percentage of Letter of Credit Obligations Required to Cash Collateralize 105.00% 105.00%      
Long-Term Debt, Current Maturities $ 2,000 $ 2,000      
BMO [Member] | The 2018 Credit Agreement [Member] | Term Loan [Member]          
Debt Agreement, Maximum Borrowing Capacity $ 20,000 20,000      
Debt Instrument, Periodic Payment, Total   500      
Debt Instrument, Interest Rate During Period 7.94%        
BMO [Member] | The 2018 Credit Agreement [Member] | Revolving Credit Facility [Member]          
Debt Agreement, Maximum Borrowing Capacity         35,000
Line of Credit Facility, Maximum Borrowing Capacity         $ 50,000
Debt Instrument, Interest Rate During Period 6.09%        
Line of Credit Facility, Current Borrowing Capacity $ 42,909 42,909      
Line of Credit Facility, Remaining Borrowing Capacity 27,058 27,058      
BMO [Member] | The 2018 Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member]          
Debt Instrument, Covenant, Maximum Cash Dividends       $ 5,000  
BMO [Member] | The Tenth Amendment [Member] | Revolving Credit Facility [Member]          
Line of Credit Facility, Maximum Borrowing Capacity       $ 45,000  
BMO [Member] | The Ninth Amendment [Member] | Term Loan [Member]          
Debt Instrument, Covenant, Minimum Tangible Net Worth Plus Half of Net Income $ 100,000 $ 100,000      
BMO [Member] | The Ninth Amendment [Member] | Term Loan [Member] | Maximum [Member]          
Debt Instrument, Basis Spread on Variable Rate   3.625%      
BMO [Member] | The Ninth Amendment [Member] | Term Loan [Member] | Minimum [Member]          
Debt Instrument, Basis Spread on Variable Rate   2.125%      
BMO [Member] | The Ninth Amendment [Member] | Unused Revolving Credit Commitment [Member] | Maximum [Member]          
Debt Instrument, Basis Spread on Variable Rate   0.30%      
BMO [Member] | The Ninth Amendment [Member] | Unused Revolving Credit Commitment [Member] | Minimum [Member]          
Debt Instrument, Basis Spread on Variable Rate   0.15%      
BMO [Member] | The Ninth Amendment [Member] | Revolving Credit Facility [Member] | Maximum [Member]          
Debt Instrument, Basis Spread on Variable Rate   3.50%      
Fixed Charge Coverage Ratio 1.1 1.1      
BMO [Member] | The Ninth Amendment [Member] | Revolving Credit Facility [Member] | Minimum [Member]          
Debt Instrument, Basis Spread on Variable Rate   2.00%      
Total Funded Debt To EBITDA Allowable Ratio 3.5 3.5      
v3.25.0.1
Note J - Long-term Debt - Schedule of Long-term Debt (Details) - USD ($)
$ in Thousands
Dec. 27, 2024
Jun. 30, 2024
Long-term debt $ 24,873 $ 25,811
Less: current maturities (2,000) (2,000)
Total long-term debt 22,873 23,811
Revolving Loan [Member]    
Long-term debt 15,851 16,288
Term Loan [Member]    
Long-term debt 9,000 9,500
Other Long-Term Debt [Member]    
Long-term debt $ 22 $ 23
v3.25.0.1
Note K - Shareholders' Equity (Details Textual) - shares
6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Share Repurchase Program, Remaining Authorized, Number of Shares (in shares) 315  
Treasury Stock, Shares, Acquired (in shares) 0 0
v3.25.0.1
Note K - Shareholders' Equity - Shareholders' Equity Reconciliation (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Sep. 27, 2024
Dec. 29, 2023
Sep. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Balance $ 158,146 $ 155,054 $ 140,175 $ 145,517 $ 155,054 $ 145,517
Net income (loss) 1,099 (2,772) 935 (1,083) (1,673) (148)
Dividends paid to shareholders (566) (570) (560)      
Translation adjustments (11,369) 7,291 5,190 (3,036) (4,078) 2,154
Benefit plan adjustments, net of tax (1,668) 221 (108) (171) (1,446) (279)
Unrealized gain (loss) on hedges 1,146 (853) (485) 216 293 (269)
Compensation expense 853 1,024 772 495    
Stock awards, net (7) (1,249) (9) (1,763)    
Balance 147,634 158,146 145,910 140,175 147,634 145,910
Common Stock [Member]            
Balance 39,902 41,798 39,439 42,855 41,798 42,855
Compensation expense 853 1,024 772 495    
Stock awards, net (644) (2,920) (550) (3,911)    
Balance 40,111 39,902 39,661 39,439 40,111 39,661
Retained Earnings [Member]            
Balance 126,257 129,592 119,126 120,299 129,592 120,299
Net income (loss) 919 (2,765) 930 (1,173)    
Dividends paid to shareholders (566) (570) (560)      
Balance 126,610 126,257 119,496 119,126 126,610 119,496
AOCI Attributable to Parent [Member]            
Balance (389) (6,905) (8,621) (5,570) (6,905) (5,570)
Translation adjustments (11,311) 7,148 5,155 (3,096)    
Benefit plan adjustments, net of tax (1,668) 221 (108) (171)    
Unrealized gain (loss) on hedges 1,146 (853) (485) 216    
Balance (12,222) (389) (4,059) (8,621) (12,222) (4,059)
Treasury Stock, Common [Member]            
Balance (8,112) (9,783) (10,343) (12,491) (9,783) (12,491)
Stock awards, net 637 1,671 541 2,148    
Balance (7,475) (8,112) (9,802) (10,343) (7,475) (9,802)
Noncontrolling Interest [Member]            
Balance 488 352 574 424 352 424
Net income (loss) 180 (7) 5 90    
Translation adjustments (58) 143 35 60    
Balance $ 610 $ 488 $ 614 $ 574 $ 610 $ 614
v3.25.0.1
Note K - Shareholders' Equity - Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Sep. 27, 2024
Dec. 29, 2023
Sep. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Balance $ 158,146 $ 155,054 $ 140,175 $ 145,517 $ 155,054 $ 145,517
Translation adjustment during the quarter (11,369) 7,291 5,190 (3,036) (4,078) 2,154
Balance 147,634 158,146 145,910 140,175 147,634 145,910
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]            
Balance 6,299 (849) (4,678) (1,582) (849) (1,582)
Translation adjustment during the quarter (11,311) 7,148 5,155 (3,096)    
Amounts reclassified from accumulated other comprehensive loss 0 0 0 0    
Net current period other comprehensive income (loss) (11,311) 7,148 5,155 (3,096)    
Balance (5,012) 6,299 477 (4,678) (5,012) 477
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member]            
Balance (7,841) (8,062) (6,119) (5,948) (8,062) (5,948)
Translation adjustment during the quarter 0 0 0 0    
Amounts reclassified from accumulated other comprehensive loss 140 221 (108) (171)    
Net current period other comprehensive income (loss) (1,668) 221 (108) (171)    
Return on plan assets (1,808)          
Balance (9,509) (7,841) (6,227) (6,119) (9,509) (6,227)
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member]            
Balance 335 504 682 688 504 688
Translation adjustment during the quarter 0 0 0 0    
Amounts reclassified from accumulated other comprehensive loss 24 (169) (183) (6)    
Net current period other comprehensive income (loss) 24 (169) (183) (6)    
Balance 359 335 499 682 359 499
Accumulated Gain (Loss), Net, Net Investment Hedge [Member]            
Balance 818 1,502 1,494 1,272 1,502 1,272
Translation adjustment during the quarter 0 0 0 0    
Amounts reclassified from accumulated other comprehensive loss 1,122 (684) (302) 222    
Net current period other comprehensive income (loss) 1,122 (684) (302) 222    
Balance $ 1,940 $ 818 $ 1,192 $ 1,494 $ 1,940 $ 1,192
v3.25.0.1
Note K - Shareholders' Equity - Reconciliation for the Reclassifications Out of Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Sep. 27, 2024
Dec. 29, 2023
Sep. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Total amortization $ 2,651   $ 2,597   $ 506 $ 2,060
Income tax expense 1,552   1,662   2,179 2,208
Net income (loss) 1,099 $ (2,772) 935 $ (1,083) (1,673) (148)
Income taxes 1,552   1,662   2,179 2,208
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]            
Actuarial losses 180   (91) [1]   464 (263) [1]
Transition asset and prior service benefit (53) [1]   (4) [1]   (104) (8) [1]
Return on plan assets (1,808)       (1,808)  
Total amortization (1,681)   (95)   (1,448) (271)
Income tax expense 13   (13)   2 (8)
Net income (loss) (1,668)   (108)   (1,446) (279)
Income taxes $ 13   $ (13)   $ 2 $ (8)
[1] These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note G, "Pension and Other Postretirement Benefit Plans" for further details).
v3.25.0.1
Note L - Earnings Per Share (Details Textual) - shares
6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Performance Shares [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 404,300 330,000
PSAU Award [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 7,900 10,500
Restricted Stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 171,000 80,200
Restricted Stock Units (RSUs) [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 68,000 87,400
v3.25.0.1
Note L - Earnings Per Share - Components of Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Sep. 27, 2024
Dec. 29, 2023
Sep. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Net loss $ 1,099 $ (2,772) $ 935 $ (1,083) $ (1,673) $ (148)
Less: Net income attributable to noncontrolling interest, net of tax (180)   (5)   (173) (95)
Net income (loss) attributable to Twin Disc, Incorporated $ 919   $ 930   $ (1,846) $ (243)
Weighted average shares outstanding - basic (in shares) 13,868   13,718   13,818 13,629
Basic income (loss) per share attributable to Twin Disc, Incorporated common shareholders (in dollars per share) $ 0.07   $ 0.07   $ (0.13) $ (0.02)
Effect of dilutive stock awards (in shares) 190   205   0 0
Weighted average shares outstanding - diluted (in shares) 14,058   13,923   13,818 13,629
Diluted income (loss) per share attributable to Twin Disc, Incorporated common shareholders (in dollars per share) $ 0.07   $ 0.07   $ (0.13) $ (0.02)
v3.25.0.1
Note M - Lease Liabilities - Consolidated Balance Sheet (Details) - USD ($)
$ in Thousands
Dec. 27, 2024
Jun. 30, 2024
Assets [Abstract]    
Operating Lease, Right-of-Use Asset $ 16,431 $ 16,622
Right-of-use operating lease assets Right-of-use operating lease assets  
Right-of-use operating lease assets $ 16,431 16,622
Right-of-use finance lease assets 5,435 5,210
Current maturities of right-of use operating lease obligations 2,813 2,521
Right-of use operating lease liabilities, non-current 13,656 14,376
Right of use finance lease liabilities, current 880 713
Right of use finance lease liabilities, non-current $ 4,980 $ 4,795
v3.25.0.1
Note M - Lease Liabilities - Components of Lease Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Amortization of right-of-use assets $ 237 $ 175 $ 469 $ 397
Interest on lease liabilities 96 77 189 151
Operating lease cost 1,003 882 1,942 1,775
Short-term lease cost 22 6 33 9
Variable lease cost 139 99 239 199
Total lease cost 1,497 1,239 2,874 2,531
Less: Sublease income (21) (20) (42) (41)
Net lease cost $ 1,476 $ 1,219 $ 2,830 $ 2,490
v3.25.0.1
Note M - Lease Liabilities - Other Information Related to Leases (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Operating cash flows from operating leases $ 1,084 $ 934 $ 2,086 $ 1,871
Operating cash flows from finance leases 97 76 192 149
Financing cash flows from finance leases 471 207 1,017 471
Right-of-use-assets obtained in exchange for lease obligations: Operating leases 1,255 188 1,581 188
Right-of-use-assets obtained in exchange for lease obligations: Finance leases $ 224 $ 123 $ 732 $ 657
Weighted average remaining lease term (years): Operating leases (Year) 7 years 10 months 24 days 8 years 1 month 6 days 7 years 10 months 24 days 8 years 1 month 6 days
Weighted average remaining lease term (years): Finance lease (Year) 8 years 1 month 6 days 9 years 6 months 8 years 1 month 6 days 9 years 6 months
Weighted average discount rate: Operating leases 8.50% 7.60% 8.50% 7.60%
Weighted average discount rate: Finance leases 6.40% 5.80% 6.40% 5.80%
v3.25.0.1
Note M - Lease Liabilities - Future Minimum Rental Commitments Under Noncancelable Leases (Details)
$ in Thousands
Dec. 27, 2024
USD ($)
2024, Operating Leases $ 2,095
2024, Finance Leases 593
2025, Operating Leases 3,869
2025, Finance Leases 1,154
2026, Operating Leases 3,233
2026, Finance Leases 1,085
2027, Operating Leases 2,339
2027, Finance Leases 986
2028, Operating Leases 2,215
2028, Finance Leases 695
2029, Operating Leases 1,774
2029, Finance Leases 526
Thereafter, Operating Leases 7,661
Thereafter, Finance Leases 2,285
Total future lease payments, Operating Leases 23,186
Total future lease payments, Finance Leases 7,324
Less: Amount representing interest, Operating Leases (6,717)
Less: Amount representing interest, Finance Leases (1,464)
Present value of future payments, Operating Leases 16,469
Present value of future payments, Finance Leases $ 5,860
v3.25.0.1
Note N - Derivative Financial Instruments (Details Textual)
$ in Thousands, € in Millions
3 Months Ended 6 Months Ended 12 Months Ended
Dec. 27, 2024
USD ($)
Dec. 27, 2024
USD ($)
Jun. 30, 2024
USD ($)
Sep. 27, 2024
USD ($)
Dec. 29, 2023
USD ($)
Sep. 29, 2023
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2021
EUR (€)
Jun. 29, 2018
USD ($)
Equity, Including Portion Attributable to Noncontrolling Interest $ 147,634 $ 147,634 $ 155,054 $ 158,146 $ 145,910 $ 140,175 $ 145,517    
Cash Flow Hedge Gain (Loss) to be Reclassified within 12 Months 132                
Interest Rate Swap [Member]                  
Derivative, Number of Instruments Held       1          
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Bank of Montreal [Member]                  
Derivative, Notional Amount 9,000 9,000             $ 20,000
Equity, Including Portion Attributable to Noncontrolling Interest $ (359) (359) (504)            
Euro Denominated Revolving Loan [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member]                  
Derivative, Notional Amount | €               € 13  
Derivative, Gain (Loss) on Derivative, Net   $ (1,940) $ (1,502)            
v3.25.0.1
Note N - Derivative Financial Instruments - Fair Value of Derivative Instruments (Details) - Interest Rate Swap [Member] - Designated as Hedging Instrument [Member] - USD ($)
$ in Thousands
Dec. 27, 2024
Jun. 30, 2024
Interest rate swap $ 123 $ 218
Interest rate swap $ 26 $ 76
v3.25.0.1
Note N - Derivative Financial Instruments - Fair Value of Derivative Instruments (Details) (Parentheticals) - USD ($)
$ in Thousands
Dec. 27, 2024
Jun. 30, 2024
Assets, Current [Abstract]    
Other Assets, Current $ 18,712 $ 16,870
Assets, Noncurrent [Abstract]    
Other Assets, Noncurrent $ 2,722 $ 2,706
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] Other Assets, Current Other Assets, Current
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Assets, Noncurrent Other Assets, Noncurrent
v3.25.0.1
Note N - Derivative Financial Instruments - Impact of the Company's Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 27, 2024
Sep. 27, 2024
Dec. 29, 2023
Sep. 29, 2023
Dec. 27, 2024
Dec. 29, 2023
Unrealized gain (loss) on hedges $ 1,146 $ (853) $ (485) $ 216 $ 293 $ (269)
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Unrealized Gain (Loss) on Hedges [Member] | Cash Flow Hedging [Member]            
Unrealized gain (loss) on hedges (24)   183   145 189
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Interest Expense [Member]            
Gain (loss) on derivative instruments 55   67   112 138
Euro Denominated Revolving Loan [Member] | Designated as Hedging Instrument [Member] | Unrealized Gain (Loss) on Hedges [Member] | Net Investment Hedging [Member]            
Unrealized gain (loss) on hedges $ (1,122)   $ 302   $ (438) $ 80

Twin Disc (NASDAQ:TWIN)
Historical Stock Chart
From Feb 2025 to Mar 2025 Click Here for more Twin Disc Charts.
Twin Disc (NASDAQ:TWIN)
Historical Stock Chart
From Mar 2024 to Mar 2025 Click Here for more Twin Disc Charts.