Twin Disc, Inc. Files 8-K: Material Agreement & Financials

TL;DR

Twin Disc (TWIN) filed an 8-K on 3/5/24 for a material definitive agreement. Check financials.

AI Summary

On March 5, 2024, Twin Disc, Inc. entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Wisconsin and its fiscal year ends on June 30.

Why It Matters

This 8-K filing indicates a significant new agreement for Twin Disc, Inc., which could impact its financial performance and operational strategy.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Players & Entities

• TWIN DISC, INCORPORATED (company) — Registrant
• March 5, 2024 (date) — Date of Earliest Event Reported
• Wisconsin (location) — State of Incorporation
• 001-07635 (other) — SEC File Number
• 39-0667110 (other) — IRS Employer Identification No.

FAQ

Filing Documents

• twin20240301_8k.htm (8-K) — 38KB
• ex_633966.htm (EX-2.1) — 570KB
• ex_633766.htm (EX-99.1) — 13KB
• ex_633767.htm (EX-99.2) — 5KB
• a01.jpg (GRAPHIC) — 10KB
• ex_633766img001.jpg (GRAPHIC) — 5KB
• logosmall01.jpg (GRAPHIC) — 5KB
• slide1.jpg (GRAPHIC) — 64KB
• slide2.jpg (GRAPHIC) — 101KB
• slide3.jpg (GRAPHIC) — 67KB
• slide4.jpg (GRAPHIC) — 57KB
• slide5.jpg (GRAPHIC) — 70KB
• slide6.jpg (GRAPHIC) — 19KB
• 0001437749-24-006720.txt ( ) — 1380KB
• twin-20240305.xsd (EX-101.SCH) — 3KB
• twin-20240305_def.xml (EX-101.DEF) — 11KB
• twin-20240305_lab.xml (EX-101.LAB) — 15KB
• twin-20240305_pre.xml (EX-101.PRE) — 11KB
• twin20240301_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On March 5, 2024, TD Finland Holding OY ("TD Finland"), a wholly-owned subsidiary of Twin Disc, Incorporated (the "Company"), entered into a Sale and Purchase Agreement (the "Purchase Agreement") with Katsa Oy ("Katsa") to purchase all shares of capital 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, gearbox refurbishment and modernizations. Under the terms of the Purchase Agreement, TD Finland will pay 21,000,000 for the shares of Katsa, increased by certain cash of Katsa at closing and decreased by certain debt of Katsa at closing. These amounts are subject to adjustment to the extent that the net working capital of Katsa at closing exceeds or is less than a normalized net working capital figure based on the month-end average net working capital of Katsa for the 15-month period ending September 30, 2023. Katsa has also agreed to various customary covenants and agreements, including covenants to cause Katsa, during the period between the execution of the Agreement and the closing of the Purchase Agreement, to conduct its business in the ordinary course of business, as budgeted, and in a manner most likely to preserve its value, keeping its business and its properties substantially intact. The closing of the Purchase Agreement and the transactions contemplated thereby is subject to certain conditions, including, among others, the accuracy of the parties' representations and warranties, no material adverse effect having occurred with respect to Katsa's business, regulatory approval by the Ministry of Economic Affairs and Employment of Finland, continued employment of certain key persons of Katsa, and other custom

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On March 6, 2024, the Company issued a press release announcing that TD Finland entered into the Purchase Agreement with Katsa. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On March 6, 2024, the Company provided slides to accompany its investor presentation on the Purchase Agreement. A copy of the slides is furnished as Exhibit 99.2 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS The disclosures in this report on Form 8-K and in the documents incorporated herein by reference contain or may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believes," "expects," "intends," "plans," "anticipates," "hopes," "likely," "will," and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company's actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Certain risks regarding the Company's forward-looking statement are discussed in the Company's filings with the Securities and Exchange Commission, including an extensive discussion of these risks in the Company's Annual Report on Form 10-K for the year ended June 30, 2023. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management's view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits EXHIBIT NUMBER DESCRIPTION 2.1* Sale and Purchase Agreement dated March 5, 2024, between TD Finland Holding OY and Katsa Oy 99.1 Press Release dated March 6, 2024 issued by Twin Disc, Incorporated 99.2 Investor presentation of Twin Disc, Incorporated, dated March 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules attached to the Sale and Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission. SIGNATURE Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 6, 2024 Twin Disc, Inc. /s/ JEFFREY S. KNUTSON Jeffrey S. Knutson Vice President-Finance, Chief Financial Officer, Treasurer & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR