1
TWIN DISC, INCORPORATED
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2002 Commission File Number 1-7635
TWIN DISC, INCORPORATED
(Exact name of registrant as specified in its charter)
Wisconsin 39-0667110
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1328 Racine Street, Racine, Wisconsin 53403
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (262) 638-4000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
At March 31, 2002, the registrant had 2,807,832 shares of its common stock
outstanding.
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TWIN DISC, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31 June 30
2002 2001
---- ----
Assets
Current assets:
Cash and cash equivalents $ 9,346 $ 5,961
Trade accounts receivable, net 25,330 27,058
Inventories, net 49,215 46,492
Deferred income taxes 8,330 8,330
Other 5,137 3,925
-------- --------
Total current assets 97,358 91,766
Property, plant and equipment, net 29,152 31,584
Investments in affiliates 2,475 2,358
Goodwill 12,179 12,119
Deferred income taxes 6,302 6,302
Intangible pension asset 1,988 1,988
Other assets 9,767 10,617
-------- --------
$159,221 $156,734
-------- --------
-------- --------
Liabilities and Shareholders' Equity
Current liabilities:
Notes payable $ 1,394 $ 4,797
Current maturities on long-term debt 2,857 2,857
Accounts payable 14,861 10,368
Accrued liabilities 24,006 23,428
-------- --------
Total current liabilities 43,118 41,450
Long-term debt 23,434 23,404
Accrued retirement benefits 34,307 33,121
-------- --------
100,859 97,975
Minority Interest 420 337
Shareholders' Equity:
Common stock 11,653 11,653
Retained earnings 86,615 87,431
Accumulated other comprehensive loss (22,845) (23,181)
-------- --------
75,423 75,903
Less treasury stock, at cost 17,481 17,481
-------- --------
Total shareholders' equity 57,942 58,422
-------- --------
$159,221 $156,734
-------- --------
-------- --------
The notes to consolidated financial statements are an integral part of
this statement. Amounts in thousands.
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TWIN DISC, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
March 31 March 31
2002 2001 2002 2001
---- ---- ---- ----
Net sales $41,928 $47,642 $126,545 $133,016
Cost of goods sold 32,314 35,764 98,423 100,938
------- ------- ------- -------
9,614 11,878 28,122 32,078
Marketing, engineering and
administrative expenses 9,238 8,376 25,784 23,954
Interest expense 423 675 1,355 2,118
Minority Interest 49 0 83 0
Gain on sale of affiliate 0 (3,935) 0 (3,935)
Other income, net (588) (159) (879) (390)
------- ------- ------- -------
9,122 4,957 26,343 21,747
------- ------- ------- -------
Earnings before income taxes 492 6,921 1,779 10,331
Income taxes 529 2,888 1,121 4,432
------- ------- ------- -------
Net (loss) earnings $ (37) $ 4,033 $ 658 $ 5,899
------- ------- ------- -------
------- ------- ------- -------
Dividends per share $ 0.175 $ 0.175 $ 0.525 $ 0.525
Earnings per share data:
Basic (loss) earnings per share $ (0.01) $ 1.44 $ 0.23 $ 2.10
Diluted (loss) earnings per share $ (0.01) $ 1.44 $ 0.23 $ 2.10
Shares outstanding data:
Average shares outstanding 2,808 2,808 2,808 2,808
Dilutive stock options 0 0 0 0
------- ------- ------- -------
Diluted shares outstanding 2,808 2,808 2,808 2,808
------- ------- ------- -------
------- ------- ------- -------
Comprehensive income:
Net (loss) earnings $ (37) $ 4,033 $ 658 $ 5,899
Foreign currency translation
adjustment (546) (3,525) 336 (5,320)
------- ------- ------- -------
Comprehensive (loss) income $ (583) $ 508 $ 994 $ 579
------- ------- ------- -------
------- ------- ------- -------
In thousands of dollars except per share statistics. Per share figures are
based on shares outstanding data.
The notes to consolidated financial statements are an integral part of
this statement. Amounts in thousands.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
March 31
2002 2001
---- ----
Cash flows from operating activities:
Net earnings $ 658 $ 5,899
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation and amortization 4,230 4,801
Gain on sale of affiliate 0 (3,935)
Equity in earnings of affiliates (385) (652)
Dividends received from affiliate 267 463
Minority Interest 83 0
Net change in working capital,
excluding cash and debt, and other 4,697 (4,077)
------ ------
9,550 2,499
------ ------
Cash flows from investing activities:
Acquisitions of fixed assets (1,192) (2,107)
Proceeds from sale of fixed assets 30 6
Proceeds from sale of affiliate 0 7,173
Investment in Subsidiary 0 (654)
------ ------
(1,162) 4,418
Cash flows from financing activities:
Decrease in notes payable, net (3,446) (4,300)
Treasury stock activity 0 (34)
Dividends paid (1,474) (1,474)
------ ------
(4,920) (5,808)
------ ------
Effect of exchange rate changes on cash (83) (142)
------ ------
Net change in cash and cash equivalents 3,385 967
Cash and cash equivalents:
Beginning of period 5,961 5,651
------ ------
End of period $ 9,346 $ 6,618
------ ------
------ ------
The notes to consolidated financial statements are an integral part of
this statement. Amounts in thousands.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
A. Basis of Presentation
The unaudited financial statements have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange Commission (SEC)
and, in the opinion of the Company, include all adjustments, consisting only
of normal recurring items, necessary for a fair statement of results for each
period. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted 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. It is suggested that these
financial statements be read in conjunction with financial statements and the
notes thereto included in the Company's latest Annual Report. The year end
condensed balance sheet data was derived from audited financial statements but
does not include all disclosures required by generally accepted accounting
principles.
Certain amounts in the prior year financial statements have been reclassified
to conform to the current year presentation.
B. Inventory
The major classes of inventories were as follows (in thousands):
March 31, June 30
2002 2001
---------- ---------
Inventories:
Finished parts $38,503 $37,711
Work in process 6,217 4,931
Raw materials 4,495 3,850
------- -------
$49,215 $46,492
------- -------
------- -------
C. Contingencies
The Company is involved in various stages of investigation relative to
hazardous waste sites, two of which are on the United States EPA National
Priorities List (Superfund sites). The Company's assigned responsibility at
each of the Superfund sites is less than 2%. The Company has also been
requested to provide administrative information related to two other potential
Superfund sites but has not yet been identified as a potentially responsible
party. Additionally, the Company is subject to certain product liability
matters in the normal course of business.
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At March 31, 2002 the Company has accrued approximately $1,049,000, which
represents management's best estimate available for possible losses related to
these contingencies. This amount has been provided over the past several
years. Based on the information available, the Company does not expect that
any unrecorded liability related to these matters would materially affect the
consolidated financial position, results of operations or cash flows.
D. BUSINESS SEGMENTS
Information about the Company's segments is summarized as follows (in
thousands):
Three Months Ended Nine Months Ended
March 31 March 31
2002 2001 2002 2001
---- ---- ---- ----
Manufacturing segment sales $37,535 $45,591 $110,651 $126,745
Distribution segment sales 14,167 12,219 43,975 34,395
Inter/Intra segment sales ( 9,774) (10,168) (28,081) (28,124)
------- ------- ------- -------
Net sales $41,928 $47,642 $126,545 $133,016
------- ------- ------- -------
------- ------- ------- -------
Manufacturing segment earnings $ 328 $ 2,827 $ 1,114 $ 6,069
Distribution segment earnings 957 946 2,693 2,376
Inter/Intra segment loss (793) 3,148 (2,028) 1,886
------ ------- ------- -------
Pretax earnings $ 492 $ 6,921 $ 1,779 $10,331
------- ------- ------- -------
------- ------- ------- -------
Assets March 31, June 30,
2002 2001
------------- -------------
Manufacturing segment assets $138,416 $141,737
Distribution segment assets 30,081 24,822
Corporate assets and elimination
of inter-company assets ( 9,276) (9,825)
-------- --------
$159,221 $156,734
-------- --------
-------- --------
E. GOODWILL AND OTHER INTANGIBLES
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
Intangible Assets". SFAS No. 142 requires the use of a nonamortization
approach to account for purchased goodwill and certain intangibles. Under a
nonamortization approach, goodwill and certain intangibles will not be
amortized into results of operations, but instead will be reviewed for
impairment and written down in the periods in which the recorded value of
goodwill and certain intangibles is determined to be greater than its fair
value. The Company adopted the provisions of SFAS No. 142 as of July 1, 2001.
The principal effect of adopting SFAS No. 142 was the cessation of the
amortization of goodwill. The initial evaluation of impairment of existing
goodwill was completed with no impairment charge being recorded. This
standard only permits prospective application of the new accounting.
Therefore, adoption of this standard did not affect previously reported
financial information. Goodwill amortization for the quarter and nine months
ended March 31, 2002 would have amounted to approximately $0.1 million and
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$0.3 million net of tax, respectively, which would have impacted the reported
basic and diluted earnings per share by approximately $0.03 and $0.10,
respectively.
F. RESTRUCTURING OF OPERATIONS
During the fourth quarter of 2001, the Company recorded a pre-tax
restructuring charge of $1.5 million in connection with the reduction of its
workforce and consolidation of facilities. These actions were taken in an
effort to streamline the Company=s cost structure and improve utilization of
available capacity at other locations. The charge included $1.0 million in
employee termination and severance benefits, $0.3 million for remaining costs
related to preexisting leases, $0.1 million for the estimated loss on fixed
assets which were held for disposal, and $0.1 million in miscellaneous costs.
During 2001 and the first nine months of 2002 the Company made cash payments
of $0.2 million and $0.9 million, respectively, and has a remaining balance in
accrued liabilities of $0.4 million as of March 31, 2002.
G. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" which amends SFAS No. 19, "Financial Accounting and Reporting by
Oil and Gas Producing Companies", and is effective for all companies. This
statement addresses the financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Company is currently reviewing this
statement to determine its effect on the Company's financial statements.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets" which supersedes SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of" and the accounting and reporting provisions of Accounting
Principle Board (APB) Opinion No. 30, "Reporting the Results of Operations --
Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions."
SFAS No. 144 addresses financial accounting and reporting for the impairment
or disposal of long-lived assets and is effective for fiscal years beginning
after December 15, 2001, and interim periods within those fiscal years. The
Company is currently reviewing this statement to determine its effect on the
Company's financial statements.
In May 2002, The FASB issued SFAS No. 145, "Rescission of FAS Nos. 4, 44, and
64, Amendment of FAS 13, and Technical Corrections as of April 2002." This
statement rescinds FASB Statement No. 4, "Reporting Gains and Losses from
Extinguishment of Debt," and amendment of that statement, as well as FASB
Statement No. 64, "Extinguishment of Debt Made to Satisfy Sinking-Fund
Requirements." This statement also rescinds FASB Statement No. 44,
"Accounting for Intangible Assets of Motor Carriers." This statement amends
Statement No. 13, "Accounting for Leases," to eliminate an inconsistency
between the required accounting for sale-leaseback transactions and the
required accounting for certain lease modifications that have economic effects
that are similar to sale-leaseback transactions. This statement also amends
other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed
conditions. The provisions of this statement related to the rescission of
Statement 4 shall be applied in fiscal years beginning after May 15, 2002.
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The provisions of this statement related to Statement 13 shall be effective
for transactions occurring after May 15, 2002, with early application
encouraged. All other provisions of this statement shall be effective for
financial statements issued on or after May 15, 2002, with early application
encouraged. The Company is currently reviewing this statement to determine
its effects on the Company's financial statements.
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MANAGEMENT DISCUSSION AND ANALYSIS
Continuing weak market conditions led to a further reduction in quarterly
revenues compared with a year ago. Net sales were down 12 percent from last
year's third quarter and lagged year ago levels by 5 percent for the nine
months. The Japanese joint venture established near the end of last fiscal
year has masked the severity of the downturn by adding about $3 million of net
revenues per quarter this fiscal year. Without those newly consolidated
sales, revenue comparisons for the quarter and year-to-date would have been
about ten percentage points further below last year's sales levels.
For both three and nine month periods, market conditions have been similar.
The pleasure craft market demand continues to be very weak and, as in the
previous two fiscal quarters, was the principal reason for the lower sales
revenue. While there has been softness in most of our other markets as well,
it has not been as consistent through the nine months. Sales of marine
transmissions to the commercial boat market were off for the quarter but about
equal to the nine months last year after a favorable comparison in the second
fiscal quarter. Demand for industrial products, primarily power take-offs,
continues to be relatively stable with quarter and year-to-date revenues only
slightly below year ago levels. Sales of powershift transmissions are
modestly lower than last year as increased shipments of product for military
applications have partially offset declines in demand from commercial markets.
Shipments of product to the aftermarket also continued to lag those of a year
ago by about 7 percent for both three and nine month periods.
The consolidated gross margin improved slightly from the second fiscal quarter
but was down from a year ago mainly as a result of reduced production volumes
in Europe. Another unfavorable element of the reduced margins was the
component of consolidated sales contributed by our new sales and engineering
joint venture in Japan. A large part of that operation's sales are made into
the Japanese market by our partner who bears the selling costs. Therefore the
joint venture margins on domestic Japanese business are not as great as export
sales margins. Year-to-date margins have been similarly affected by the
reduced production volume and lower joint venture margins.
Marketing, engineering and administrative (MEA) spending for the three-month
period was 10 percent above a year ago due about equally to the first-time
inclusion of the expenses of operating our new joint venture, higher than
normal corporate development and new product introduction expenses. These
same factors have similarly affected MEA expenses for the nine months.
Interest rates on bank borrowings have dropped throughout the past year and,
with debt levels down 20 percent from a year ago, interest expense is
one-third lower than last year. The income tax rates of our various
operations were comparable to a year ago but two non-recurring adjustments
added significantly to the provision. In Belgium, a tax incentive provided by
the Belgian government several years ago was disallowed by the European
Community and was refunded. The United States tax provision was adjusted
upward for the taxes due on an asset sale gain recorded in last year's third
quarter and the expiration of foreign tax credits.
Working capital was unchanged from the previous quarter but was about $4
million above the beginning of the fiscal year. Inventory, while unchanged
from the second fiscal quarter, increased by almost $3 million; and
depreciation in excess of capital spending increased the cash balance. For
the nine months, cash flows from operating activities were well in excess of
our financing and investing needs and provided for a $3.4 million reduction in
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bank debt. The Company's balance sheet is strong, there are no off-balance
sheet arrangements, and we continue to have sufficient liquidity for near-term
needs. Unused revolving and short-term lines of credit are currently $23
million and are dependent on continued compliance with restrictive covenants.
While covenant compliance is made more difficult by the current economic
conditions, we do not expect any near-term difficulty in maintaining those
credit facilities.
The Company has obligations under non-cancellable operating lease contracts
and a senior note agreement for certain future payments. A summary of those
commitments follows (in thousands):
Contractual Obligations Total Less than 1-3 4-5 After 5
1 year Years Years Years
Short-term debt $ 1,394 $ 1,394
Revolver borrowing $12,000 $12,000
Long-term debt $14,291 $2,857 $ 5,717 $5,717
Operating leases $ 7,493 $2,169 $ 2,789 $1,217 $1,318
Total obligations $35,178 $5,026 $21,900 $6,934 $1,318
The Financial Accounting Standards Board recently issued Statement of
Financial Standards (SFAS) No. 143, "Accounting for Obligations Associated
with the Retirement of Long-Lived Assets" and No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS No. 143 establishes
accounting standards for the measurement and recognition of an asset
retirement obligation and its associated retirement cost. SFAS No. 144 also
addresses financial accounting and reporting issues and supercedes SFAS No.
121. The statements are effective for the Company beginning July 1, 2002,
although early application is encouraged. The Company is currently evaluating
the impact of these statements.
In May 2002, The FASB issued SFAS No. 145, "Rescission of FAS Nos. 4, 44, and
64, Amendment of FAS 13, and Technical Corrections as of April 2002." This
statement rescinds FASB Statement No. 4, "Reporting Gains and Losses from
Extinguishment of Debt," and amendment of that statement, as well as FASB
Statement No. 64, "Extinguishment of Debt Made to Satisfy Sinking-Fund
Requirements." This statement also rescinds FASB Statement No. 44,
"Accounting for Intangible Assets of Motor Carriers." This statement amends
Statement No. 13, "Accounting for Leases," to eliminate an inconsistency
between the required accounting for sale-leaseback transactions and the
required accounting for certain lease modifications that have economic effects
that are similar to sale-leaseback transactions. This statement also amends
other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed
conditions. The provisions of this statement related to the rescission of
Statement 4 shall be applied in fiscal years beginning after May 15, 2002.
The provisions of this statement related to Statement 13 shall be effective
for transactions occurring after May 15, 2002, with early application
encouraged. All other provisions of this statement shall be effective for
financial statements issued on or after May 15, 2002, with early application
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encouraged. The Company is currently reviewing this statement to determine
its effects on the Company's financial statements.
The preparation of this Quarterly Report requires management's judgement 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.
Twin Disc's significant accounting policies are described in Note A in the
Notes to the Consolidated Financial Statements in the Annual Report for June
30, 2001. Not all of these significant accounting policies require management
to make difficult, subjective, or complex judgements or estimates. However,
the policies management considers most critical to understanding and
evaluating our reported financial results are the following:
Twin Disc recognizes revenue from product sales at the time of shipment and
passage of title. While we respect the customer's right to return products
which were shipped in error or do not function properly, historical experience
shows those types of adjustments to be immaterial and thus no provision is
made. With respect to other revenue recognition issues, management has
concluded that its policies are appropriate and in accordance with the
guidance provided by the Securities and Exchange Commissions' Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition".
Twin Disc performs ongoing credit evaluations of our customers and adjusts
credit limits based on payment history and the customer's credit-worthiness as
determined by review of current credit information. We continuously monitor
collections and payments from our customers and maintain a provision for
estimated credit losses based upon our historical experience and any specific
customer collection issues. In addition, senior management reviews the
accounts receivable aging on a monthly basis to determine if any receivable
balances may be uncollectible. Although our accounts receivable are dispersed
among a large customer base, a significant change in the liquidity or
financial position of any one of our largest customers could have a material
adverse impact on the collectability of our accounts receivable and future
operating results.
Inventories are valued at the lower of cost or market. Cost has been
determined by the last-in, first-out (LIFO) method for the parent company, and
by the first-in, first-out (FIFO) method for all other inventories.
Management specifically identifies obsolete products and analyzes historical
usage, forecasted production based on future orders, demand forecasts, and
economic trends when evaluating the adequacy of the reserve for excess and
obsolete inventory. The adjustments to the reserve are estimates that could
vary significantly, either favorably or unfavorably, from the actual
requirements if future economic conditions, customer demand or competitive
conditions differ from expectations.
Twin Disc 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
extent of the market 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
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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
judgement applied is appropriate, such amounts estimated to be due and payable
in the future could differ materially from what actually transpires.
As part of the process of preparing our consolidated financial statements,
income taxes in each of the jurisdictions in which we operate must be
estimated. This process involves estimating the actual current tax exposure
and assessing temporary differences.
Twin Disc recognizes deferred tax assets and liabilities based on the
temporary differences between the financial statement carrying amounts and the
tax bases of assets and liabilities. Deferred tax assets are reviewed
regularly for recoverability and a valuation allowance is established based on
historical taxable income, projected future taxable income, and the expected
timing of the reversals of existing temporary differences. If we are unable
to generate sufficient future taxable income, or if there is a material change
in the actual effective tax rates or time period within which the underlying
temporary differences become taxable or deductible, we could be required to
establish a valuation allowance against all or a significant portion of our
deferred tax assets resulting in a substantial increase in our effective tax
rate and a material adverse impact on our operating results.
The Company sponsors pension and other retirement plans in various forms
covering substantially all employees who meet eligibility requirements.
Several statistical and other factors that attempt to anticipate future events
are used in calculating the expense and liability related to the plans. These
factors include assumptions about the discount rate, expected return on plan
assets and rate of future compensation increases as determined by the Company,
within certain guidelines. In addition, the Company's actuarial consultants
also use subjective factors such as withdrawal and mortality rates to estimate
these factors. The actuarial assumptions used by the Company may differ
materially from actual results due to longer or shorter life spans of
participants. These differences may result in a significant impact to the
amount of pension expense recorded by the Company. Due to recent decreases in
interest rates and in the value of assets in the plans, the pension expense
for fiscal year 2002 is significantly higher than in recent years and further
increases are expected in fiscal year 2003.
The SEC recently issued FR 61 regarding additional disclosures of Certain
Trading Activities and Transactions with Related or Certain Other Parties.
Neither of these situations currently pertains to Twin Disc.
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OTHER INFORMATION
Item 1. Legal Proceedings.
There were no reports on Form 8-K during the nine months ended March 31,
2002.
Item 2. Changes in Securities and Use of Proceeds.
There were no securities of the Company sold by the Company during the nine
months ended March 31, 2002 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.
Item 5. Other Information.
The discussions in this report on Form 10-Q and in the documents incorporated
herein by reference, and oral presentations made by or on behalf of the
Company contain or may contain various forward-looking statements
(particularly those referring to the expectations as to possible strategic
alternatives, future business and/or operations, in the future tense, or using
terms such as "believe", "anticipate", "expect" or "intend") that involve
risks and uncertainties. The Company's actual future results could differ
materially from those discussed, due to the factors which are noted in
connection with the statements and other factors. The factors that could
cause or contribute to such differences include, but are not limited to, those
further described in the "Management's Discussion and Analysis".
14
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TWIN DISC, INCORPORATED
(Registrant)
May 14, 2002 /S/ FRED H. TIMM
----------------------- ---------------------------
(Date) Fred H. Timm
Vice President - Administration and
Secretary
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