Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 September 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 October 20, 2024, the registrant had 14,104,256 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)

	September 27, 2024			June 30, 2024
ASSETS
Current assets:
Cash	$	16,711		$	20,070
Trade accounts receivable, net		51,513			52,207
Inventories, net		143,865			130,484
Other current assets		18,158			16,870
Total current assets		230,247			219,631

Property, plant and equipment, net		58,959			58,074
Right-of-use operating lease assets		16,700			16,622
Intangible assets, net		12,291			12,686
Deferred income taxes		2,674			2,339
Other assets		2,676			2,706

Total assets	$	323,547		$	312,058

LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	2,000		$	2,000
Accounts payable		31,106			32,586
Accrued liabilities		70,263			64,930
Total current liabilities		103,369			99,516

Long-term debt		27,794			23,811
Right-of-use lease obligations		14,506			14,376
Accrued retirement benefits		7,867			7,854
Deferred income taxes		5,751			5,340
Other long-term liabilities		6,241			6,107
Total liabilities		165,528			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		39,902			41,798
Retained earnings		126,257			129,592
Accumulated other comprehensive loss		(516	)		(6,905	)
		165,643			164,485
Less treasury stock, at cost (528,546 and 637,778 shares, respectively)		8,112			9,783

Total Twin Disc, Incorporated shareholders' equity		157,531			154,702

Noncontrolling interest		488			352
Total equity		158,019			155,054

Total liabilities and equity	$	323,547		$	312,058

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

TWIN DISC, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

	For the Quarter-Ended
	September 27, 2024			September 29, 2023
Net sales	$	72,897		$	63,554
Cost of goods sold		53,575			43,818
Cost of goods sold - Sale of boat management system product line and related inventory		-			3,099
Gross profit		19,322			16,637

Marketing, engineering and administrative expenses		19,487			16,917
Loss from operations		(165	)		(280	)

Other Income (expense):
Interest expense		(636	)		(394	)
Other (expense) income, net		(1,344	)		137
		(1,980	)		(257	)
Loss before income taxes and noncontrolling interest		(2,145	)		(537	)

Income tax expense		627			546
Net loss		(2,772	)		(1,083	)
Less: Net loss (income) attributable to noncontrolling interest, net of tax		7			(90	)
Net loss attributable to Twin Disc, Incorporated	$	(2,765	)	$	(1,173	)


Dividends per share	$	0.04		$	-

Loss per share data:
Basic loss per share attributable to Twin Disc, Incorporated common shareholders	$	(0.20	)	$	(0.09	)
Diluted loss per share attributable to Twin Disc, Incorporated common shareholders	$	(0.20	)	$	(0.09	)

Weighted average shares outstanding data:
Basic shares outstanding		13,778			13,527
Diluted shares outstanding		13,778			13,527

Comprehensive income (loss)
Net loss	$	(2,772	)	$	(1,083	)
Benefit plan adjustments, net of income taxes of $11 and $5, respectively		221			(171	)
Foreign currency translation adjustment		7,164			(3,036	)
Unrealized (loss) gain on hedges, net of income taxes of $0 and 0, respectively		(853	)		216
Comprehensive income (loss)		3,760			(4,074	)
Less: Comprehensive income attributable to noncontrolling interest		136			150

Comprehensive income (loss) attributable to Twin Disc, Incorporated	$	3,624		$	(4,224	)

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

TWIN DISC, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

	For the Quarter Ended
	September 27,			September 29,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,772	)	$	(1,083	)
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Depreciation and amortization		3,238			2,488
Gain on sale of assets		(9	)		(16	)
Loss on sale of boat management product line and related inventory		-			3,099
Restructuring expenses		-			(57	)
Provision for deferred income taxes		(361	)		97
Stock compensation expense and other non-cash changes, net		1,025			1,140
Net change in operating assets and liabilities		(5,465	)		4,134

Net cash (used) provided by operating activities		(4,344	)		9,802

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant, and equipment		(2,362	)		(3,690	)
Proceeds from sale of fixed assets		9			-
Other, net		(369	)		45

Net cash used by investing activities		(2,722	)		(3,645	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving loan arrangements		30,090			27,184
Repayments of revolving loan arrangements		(26,791	)		(23,423	)
Repayments of other long-term debt		-			(508	)
Dividends paid to shareholders		(570	)		-
Payments of right-of-use finance lease obligations		(546	)		(847	)
Payments of withholding taxes on stock compensation		(1,249	)		(1,763	)

Net cash provided by financing activities		934			643

Effect of exchange rate changes on cash		2,773			365

Net change in cash		(3,359	)		7,165

Cash:
Beginning of period		20,070			13,263

End of period	$	16,711		$	20,428

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

TWIN DISC, INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

A.	Basis of Presentation and Other Information

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.

Recently Issued Not Yet Adopted Accounting Standards

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," 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.

Recently Adopted Accounting Standards

In June 2016, the FASB issued updated guidance (ASU 2016-13) and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-10 (collectively ASC 326). ASC 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This replaces the existing incurred loss model with an expected loss model and requires the use of forward- looking information to calculate credit loss estimates. The amendments in this guidance are effective for filers, excluding smaller reporting companies, for fiscal years beginning after December 15, 2019, and for smaller reporting companies for fiscal years beginning after December 15, 2022 (the Company’s fiscal 2024), with early adoption permitted for certain amendments. ASC 326 must be adopted by applying a cumulative effect adjustment to retained earnings. The adoption of this guidance did not have a material impact on the Company’s financial statements.

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:

	September 27, 2024		June 30, 2024
Inventories:
Finished parts	$	65,318	$	60,166
Work in process		28,000		23,096
Raw materials		50,547		47,222
	$	143,865	$	130,484

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. The 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 September 27, 2024 and September 29, 2023:

	For the Quarter Ended
	September 27, 2024			September 29, 2023
Reserve balance, beginning of period	$	4,220		$	3,476
Current period expense and adjustments		837			1,516
Payments or credits to customers		(821	)		(821	)
Translation		214			(11	)
Reserve balance, end of period	$	4,450		$	4,160

The current portion of the warranty accrual ($3,452 and $3,409 as of September 27, 2024 and September 29, 2023, respectively) is reflected in accrued liabilities, while the long-term portion ($998 and $751 as of September 27, 2024 and September 29, 2023, respectively) is included in other long-term liabilities on the condensed 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 (loss) income.

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

	For the Quarter Ended
	September 27, 2024			September 29, 2023
Net sales
Manufacturing segment sales	$	63,318		$	54,537
Distribution segment sales		29,583			32,853
Inter/Intra segment elimination – manufacturing		(13,372	)		(20,184	)
Inter/Intra segment elimination – distribution		(6,632	)		(3,652	)
	$	72,897		$	63,554
Net (loss) income attributable to Twin Disc
Manufacturing segment net income	$	1,869		$	1,558
Distribution segment net income		951			1,006
Corporate and eliminations		(5,585	)		(3,737	)
	$	(2,765	)	$	(1,173	)

Assets	September 27, 2024			June 30, 2024
Manufacturing segment assets	$	474,502		$	443,149
Distribution segment assets		63,108			73,033
Corporate assets and elimination of intercompany assets		(214,063	)		(204,124	)
	$	323,547		$	312,058

Disaggregated revenue:

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

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

					Elimination of
	Manufacturing		Distribution		Intercompany Sales			Total
Industrial	$	8,797	$	1,053	$	(681	)	$	9,169
Land-based transmissions		18,153		3,563		(4,432	)		17,284
Marine and propulsion systems		36,347		20,331		(14,578	)		42,100
Other		21		4,636		(313	)		4,344
Total	$	63,318	$	29,583	$	(20,004	)	$	72,897

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

					Elimination of
	Manufacturing		Distribution		Intercompany Sales			Total
Industrial	$	5,290	$	1,028	$	(634	)	$	5,684
Land-based transmissions		14,681		12,671		(8,774	)		18,578
Marine and propulsion systems		34,566		16,320		(14,422	)		36,464
Other		-		2,834		(6	)		2,828
Total	$	54,537	$	32,853	$	(23,836	)	$	63,554

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 (including officers) 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 quarter 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 329.9 unvested PSAs outstanding at September 27, 2024 and September 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 $659 and $53 was recognized for the quarters ended September 27, 2024 and September 29, 2023, respectively, related to PSAs. The weighted average grant date fair value of the unvested awards at September 27, 2024 was $10.85. At September 27, 2024, the Company had $2,672 of unrecognized compensation expense related to the unvested shares that would vest if the specified target objective was achieved for the fiscal 2025 and 2024 awards. The total fair value of PSAs vested as of September 27, 2024 and September 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 quarter of fiscal 2025 and 2024, 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 September 27, 2024 and September 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 $7 was recognized for the quarters ended September 27, 2024 and September 29, 2023, respectively, related to PSUAs. The weighted average grant date fair value of the unvested awards at September 27, 2024 was $12.15. At September 27, 2024, the Company had $76 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 September 27, 2024 and September 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 quarter of fiscal 2025 and 2024, the Company granted 1.8 and 81.5 service based restricted shares, respectively, to employees and non-employee directors. There were 244.4 and 260.2 unvested shares outstanding at September 27, 2024 and September 29, 2023, respectively. A total of 0 and 2.4 shares of restricted stock were forfeited during the quarters ended September 27, 2024 and September 29, 2023, respectively. Compensation expense of $311 and $312 was recognized for the quarters ended September 27, 2024 and September 29, 2023, respectively. The total fair value of restricted stock grants vested as of September 27, 2024 and September 29, 2023 was $27 and $1,623, respectively. As of September 27, 2024, the Company had $993 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 quarter of fiscal 2025 and 2024, the Company granted 77.4 and 7.1 of employment based RSUs, respectively. There were 156.9 and 136.8 unvested RSUs outstanding at September 27, 2024 and September 29, 2023, respectively. Compensation expense of $43 and $123 was recognized for the quarters ended September 27, 2024 and September 29, 2023, respectively. The total fair value of restricted stock units vested as of September 27, 2024 and September 29, 2023 was $701 and $0, respectively. The weighted average grant date fair value of the unvested awards at September 27, 2024 was $10.79. As of September 27, 2024, the Company had $1,089 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
	September 27, 2024			September 29, 2023

Pension Benefits:
Service cost	$	82		$	94
Prior service cost		5			-
Interest cost		837			896
Expected return on plan assets		(826	)		(1,048	)
Amortization of transition obligation		10			10
Amortization of prior service cost		6			9
Amortization of actuarial net loss		246			15
Net periodic benefit cost (gain)	$	360		$	(24	)

Postretirement Benefits:
Service cost	$	3		$	2
Interest cost		53			48
Amortization of prior service benefit		(69	)		(22	)
Amortization of actuarial net gain		(10	)		(155	)
Net periodic benefit gain	$	(23	)	$	(127	)

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 $556 to its pension plans in fiscal 2025. As of September 27, 2024, $205 in contributions to the pension plans have been made.

The Company has reclassified $221 (net of $11 in taxes) of benefit plan adjustments from accumulated other comprehensive loss during the quarter ended September 27, 2024, and ($171) (net of $5 in taxes) during the quarter ended September 29, 2023. These reclassifications are included in the computation of net periodic benefit cost.

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
	September 27, 2024			September 29, 2023
Foreign earnings, before income taxes of $854 and $516, respectively	$	3,443		$	2,055
Domestic losses, before income taxes of ($227) and $30, respectively		(5,588	)		(2,592	)
Loss before income taxes and noncontrolling interest	$	(2,145	)	$	(537	)

Income tax expense	$	627		$	546

Effective income tax rate		-29.2	%		-101.7	%

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

A discrete benefit was recorded during the period of ($227) related to the release of an uncertain tax position.

I.	Intangible Assets

As of September 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		186		-			186			-			-			-			186			186
Amortization		-		(926	)		(926	)		(338	)		(360	)		(22	)		(206	)		(926	)
Translation adjustment		345		-			345			241			83			20			1			345
Balance at September 27, 2024	$	35,064	$	(22,773	)	$	12,291		$	6,623		$	1,821		$	1,509		$	2,338		$	12,291

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 $926 and $819 for the quarters ended September 27, 2024, and September 29, 2023, respectively. Estimated intangible amortization expense for the remainder of fiscal 2025 and each of the next five fiscal years is as follows:

Fiscal Year
2025	$	2,701
2026		2,332
2027		2,225
2028		1,981
2029		1,433
2030		312
Thereafter		1,307
	$	12,291

J.	Long-term Debt

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

	September 27, 2024			June 30, 2024
Credit Agreement Debt
Revolving loans (expire April 2027)	$	20,271		$	16,288
Term loan (due April 2027)		9,500			9,500
Other		23			23
Subtotal		29,794			25,811
Less: current maturities		(2,000	)		(2,000	)
Total long-term debt	$	27,794		$	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 September 27, 2024, current maturities include $2,000 of term loan payments due within the coming year.

Other: During the quarter ended September 27, 2024, the average interest rate was 7.52% on the Term Loan, and 6.03% on the Revolving Loans.

As of September 27, 2024, the Company’s borrowing capacity on the Revolving Loans under the terms of the Credit Agreement was $41,027, and the Company had approximately $20,756 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 September 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 September 27, 2024, the notional amount was $9,500. 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 N, 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 September 27, 2024 remain authorized for purchase. The Company did not make any open market purchases of its shares during the quarters ended September 27, 2024 and September 29, 2023.

The following is a reconciliation of the Company’s equity balances for the first fiscal quarter 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								7,021						143			7,164
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		$	(516	)	$	(8,112	)	$	488		$	158,019

	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					(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

Reconciliations for the changes in accumulated other comprehensive loss, net of tax, by component for the quarters ended September 27, 2024 and September 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		7,021			-			-			-
Amounts reclassified from accumulated other comprehensive loss		-			221			(169	)		(684	)
Net current period other comprehensive income (loss)		7,021			221			(169	)		(684	)
Balance, September 27, 2024	$	6,172		$	(7,841	)	$	335		$	818

	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

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

	Amount Reclassified
	Quarter Ended
	September 27, 2024
Changes in benefit plan items
Actuarial gains	$	285		(a)
Transition asset and prior service benefit		(53	)	(a)
Total amortization		232
Income tax expense		(11	)
Total reclassification net of tax	$	221

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

	Amount Reclassified
	Quarter Ended
	September 29, 2023
Changes in benefit plan items
Actuarial losses	$	(172	)	(a)
Transition asset and prior service benefit		(4	)	(a)
Total amortization		(176	)
Income tax expense		5
Total reclassification net of tax	$	(171	)

(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.

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

	September 27, 2024			September 29, 2023
Basic:
Net loss	$	(2,772	)	$	(1,083	)
Less: Net loss (income) attributable to noncontrolling interest		7			(90	)
Net loss attributable to Twin Disc, Incorporated		(2,765	)		(1,173	)

Weighted average shares outstanding - basic		13,778			13,527

Basic loss Per Share:
Net loss per share - basic	$	(0.20	)	$	(0.09	)

Diluted:
Net loss	$	(2,772	)	$	(1,083	)
Less: Net loss (income) attributable to noncontrolling interest		7			(90	)
Net loss attributable to Twin Disc, Incorporated		(2,765	)		(1,173	)

Weighted average shares outstanding - basic		13,778			13,527
Weighted average shares outstanding - diluted		13,778			13,527

Diluted loss Per Share:
Net loss per share - diluted	$	(0.20	)	$	(0.09	)

The following potential common shares were excluded from diluted EPS for the quarter ended September 27, 2024 because they were anti-dilutive: 84.5 related to the Company’s unvested PSAs, 0.0 related to the Company’s unvested PSUA awards, 157.2 related to the Company’s unvested RS awards, and 103.2 related to the Company’s unvested RSUs.

The following potential common shares were excluded from diluted EPS for the quarter ended September 29, 2023 because they were anti-dilutive: 265.0 related to the Company’s unvested PSAs, 5.2 related to the Company’s unvested PSUA awards, 108.5 related to the Company’s unvested RS awards, and 72.6 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.

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

	Condensed Consolidated Balance Sheets Location	September 27, 2024		June 30, 2024
Lease Assets
Right-of-use operating lease assets	Right-of-use assets operating leases	$	16,700	$	16,622
Right-of-use finance lease assets	Property, plant and equipment, net		5,575		5,210

Lease Liabilities
Right-of-use operating lease liabilities, current	Accrued liabilities	$	2,392	$	2,352
Right-of-use operating lease liabilities, non-current	Right-of-use lease obligations		14,506		14,376
Right-of-use finance lease liabilities, current	Accrued liabilities		2,133		3,123
Right-of-use finance lease liabilities, non-current	Other long-term liabilities	$	5,089	$	4,795

The components of lease expense were as follows:

	For the Quarter Ended
	September 27, 2024			September 29, 2023
Finance lease cost:
Amortization of right-of-use assets	$	232		$	222
Interest on lease liabilities		94			73
Operating lease cost		939			893
Short-term lease cost		11			3
Variable lease cost		100			100
Total lease cost		1,376			1,291
Less: Sublease income		(21	)		(20	)
Net lease cost	$	1,355		$	1,271

Other information related to leases was as follows:

	For the Quarter Ended
	September 27, 2024			September 29, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,013		$	924
Operating cash flows from finance leases		94			73
Financing cash flows from finance leases		546			847
Right-of-use-assets obtained in exchange for lease obligations:
Operating leases		330			15
Finance leases		508			484
Weighted average remaining lease term (years):
Operating leases		8.5			8.2
Finance lease		8.4			9.7
Weighted average discount rate:
Operating leases		8.4	%		7.6	%
Finance leases		6.5	%		5.7	%

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

	Operating Leases			Finance Leases
2025	$	2,809		$	2,462
2026		3,431			1,154
2027		3,023			1,097
2028		2,531			995
2029		2,335			680
2030		1,868			503
Thereafter		8,179			1,868
Total future lease payments		24,176			8,759
Less: Amount representing interest		(7,278	)		(1,537	)
Present value of future payments	$	16,898		$	7,222

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 September 27, 2024, with a notional amount of $9,500. 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 condensed 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 $335 and $504 as of September 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 ($110) 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 gains related to net investment hedging activities that were included in accumulated other comprehensive loss were $818 and $1,502 as of September 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 Sheets Location	September 27, 2024		June 30, 2024
Derivative designated as hedge:
Interest rate swap	Other current assets	$	107	$	218
Interest rate swap	Other noncurrent assets		18		76

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

	Condensed Consolidated Statements of Operations	For the Quarter Ended
	and Comprehensive Income (Loss) Location	September 27, 2024			September 29, 2023
Derivative designated as hedge:
Interest rate swap	Interest expense	$	57		$	71
Interest rate swap	Unrealized loss on hedges		(169	)		(6	)
Net investment hedge	Unrealized (loss) gain on hedges		(684	)		222

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 condensed consolidated financial statements as of September 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

(In thousands)
	Quarter Ended
	September 27, 2024			% of Net Sales			September 29, 2023			% of Net Sales
Net sales	$	72,897					$	63,554
Cost of goods sold		53,575						43,818
Cost of goods sold - Sale of boat management system product line and related inventory		-						3,099
Gross profit		19,322			26.5	%		16,637			26.2	%
Marketing, engineering and administrative expenses		19,487			26.7	%		16,917			26.6	%
Loss from operations	$	(165	)		-0.2	%	$	(280	)		-0.4	%

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

Net sales for the first quarter increased 14.7%, or $9.3 million, to $72.9 million from $63.6 million in the same quarter a year ago. The acquisition of Katsa Oy (“Katsa”), completed in the fourth quarter of fiscal 2024, contributed $9.2 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 $1.8 million in the quarter. The remaining increase of $1.9 million reflects continued growth in demand for the company’s Veth propulsion systems, along with improved revenue from the European and Australian distribution entities. The Company experienced a decline in demand for oilfield transmissions in China, negatively impacting revenue for the quarter. Global sales of marine and propulsion products improved 17.0% from the prior year, while shipments of industrial products improved by 61.3%. Shipments of off-highway transmission products declined by 7.0%, with a slow-down in the Chinese oil market. The European region saw a significant increase in revenue ($7.7 million or 35.6%) thanks primarily to the acquisition of Katsa. Sales into North America decreased 5.6%, or $1.0 million, on softer commercial marine shipments in the quarter. The Asia Pacific region declined 15.3%, or $3.0 million, on weaker demand for oilfield transmissions into China. Currency translation had a favorable impact on first quarter fiscal 2025 sales compared to the first quarter of the prior year totaling $0.7 million primarily due to the strengthening of the euro against the U.S. dollar.

Sales at our manufacturing segment increased 14.8%, or $8.1 million, versus the same quarter last year. The Company’s new acquisition in Finland, Katsa, contributed $9.2 million of incremental revenue. The U.S. manufacturing operations experienced a 1.8%, or $0.5 million, increase in sales versus the first fiscal quarter of 2024, with some improvement in demand for industrial products. The Company’s operation in the Netherlands saw increased revenue of $0.7 million (4.5%) compared to the first 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 (7.3% or $0.4 million), with weaker demand for its marine transmission products. The Company’s Italian manufacturing operation was down $2.1 million, 41.0%, compared to the first quarter of fiscal 2024, due primarily to the sale of the boat management product line in the prior year. The Company’s Swiss manufacturing operation, which supplies customized propellers for the global mega yacht and patrol boat markets, was up $0.2 million, 12.1%, compared to the prior year first quarter.

Our distribution segment experienced a decrease in sales of $2.6 million, 7.8%, in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024. The Company’s Asian distribution operations in Singapore, China and Japan were down 34.6% or $6.3 million from the prior year on delayed deliveries for energy related products into China. The Company’s North America distribution operation saw a slight decrease ($0.3 million or 6.2%) on timing of supply of product from the manufacturing operations. The Company’s European distribution operation saw a significant increase ($2.1 million or 58.8%) on a strong backlog 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 an increase in revenue (22.6% increase from the prior year first fiscal quarter), primarily due to strong pleasure craft demand and a favorable currency impact.

Gross profit as a percentage of sales for the first quarter of fiscal 2025 improved to 26.5%, compared to 26.2% for the same period last year. The improvement in the current year first quarter compared to the prior year result reflects the impact of additional volume partially offset by a negative mix impact.

For the fiscal 2025 first quarter, marketing, engineering and administrative (“ME&A”) expenses, as a percentage of sales, were 26.7%, compared to 26.6% for the fiscal 2024 first quarter. ME&A expenses increased $2.6 million, 15.2%, over the same period last fiscal year. The increase in ME&A spending for the quarter was comprised of the addition of Katsa ($1.4 million), a stock-based compensation adjustment ($0.5 million), a legal settlement ($0.4 million) and a general inflationary impact ($0.3 million).

Interest expense was up $0.2 million to $0.6 million in the first quarter of fiscal 2025, with a higher average outstanding revolver balance following the Katsa acquisition.

Other expense of $1.3 million for the first fiscal quarter was primarily attributable to a currency loss ($1.1 million) and pension amortization expense ($0.2 million).

The fiscal 2025 first quarter effective tax rate was (29.2%) compared to (101.9%) in the prior fiscal year first quarter. 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 September 27, 2024 and June 30, 2024

As of September 27, 2024, the Company had net working capital of $126.6 million, which represents an increase of $6.5 million, or 5.4%, from the net working capital of $120.1 million as of June 30, 2024.

Cash decreased by $3.4 million to $16.7 million as of September 27, 2024, versus $20.1 million as of June 30, 2024. As of September 27, 2024, the majority of the cash is at the Company’s overseas operations in Europe ($7.0 million) and Asia-Pacific ($9.5 million).

Trade receivables of $51.5 million were down $0.7 million, or 1.3%, when compared to last fiscal year-end. The impact of foreign currency translation was to increase accounts receivable by $1.4 million versus June 30, 2024. As a percent of sales, trade receivables finished at 70.7% in the first quarter of fiscal 2025 compared to 62.6% for the comparable period in fiscal 2024 and 61.8% for the fourth quarter of fiscal 2024.

Inventories increased by $13.4 million, or 10.3%, versus June 30, 2024 to $143.9 million. The impact of foreign currency translation was to increase inventories by $4.2 million versus June 30, 2024. The largest increase came at our operation in the Netherlands ($4.6 million) in support of growing backlog for the Veth product, also impacted by timing of shipment of several large projects. The Singapore distribution entity experienced a $2.3 million increase related to customer delays of deliveries on oilfield transmissions into China. Additional increases were seen at our facilities in Lufkin ($1.5 million) Belgium ($1.0 million) and Australia ($0.9 million). The global operations team is focused on driving inventory improvements in the second fiscal quarter and beyond, with several large orders expected to ship within the quarter. On a consolidated basis, as of September 27, 2024, the Company’s backlog of orders to be shipped over the next six months approximates $144.3 million, compared to $133.7 million at June 30, 2024 and $122.5 million at September 29, 2023. As a percentage of six-month backlog, inventory has increased from 98% at June 30, 2024 to 100% at September 27, 2024.

Net property, plant and equipment increased $0.9 million (0.1%) to $59.0 million versus $58.1 million at June 30, 2024. The Company had capital spending of $2.2 million in the quarter, and a favorable exchange impact of $0.8 million. These increases were offset by depreciation of $1.9 million. Capital spending occurring in the first quarter was primarily related to replacement capital, along with capital to drive growth and operating efficiencies. In total, the Company expects to invest between $13 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 September 27, 2024 of $31.1 million was down $1.5 million, or 4.5%, from June 30, 2024. The impact of foreign currency translation was to increase accounts payable by $1.0 million versus June 30, 2024. The remaining decrease is primarily related to the timing of inventory receipts within the quarter.

Total borrowings and long-term debt as of September 27, 2024 increased $4.0 million to $29.8 million versus $25.8 million at June 30, 2024. During the first quarter, the Company reported negative free cash flow of $6.7 million (defined as operating cash flow less acquisitions of fixed assets), driven by unfavorable working capital movement related primarily to inventory, the payment of the annual bonus for fiscal 2024 and capital spending. The Company ended the quarter with total debt, net of cash, of $13.1 million, compared to $5.7 million at June 30, 2024, for a net degradation of $7.4 million.

Total equity increased $2.7 million, or 1.8%, to $157.4 million as of September 27, 2024. The net loss during the first quarter decreased equity by $2.9 million, offset by a favorable foreign currency translation of $7.0 million. The net change in common stock and treasury stock resulting from the accounting for stock-based compensation decreased equity by $1.9 million. The net remaining decrease in equity of $0.7 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.

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 September 27, 2024 are disclosed in Note N "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 September 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 $0.6 million to its defined benefit pension plans. The Company does not have any material off-balance sheet arrangements.

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.

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 September 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

July 1, – July 26, 2024		0	NA		0		315,000

July 27 – August 30, 2024		90,894	NA		0		315,000

August 31 – September 27, 2024		0	NA		0		315,000

Total		90,894	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 2021 and 2018 Long-Term Incentive Compensation Plans.

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 September 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 September 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.

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).

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: November 6, 2024	/s/ JEFFREY S. KNUTSON
	Jeffrey S. Knutson
	Vice President – Finance, Chief Financial Officer, Treasurer and Secretary
	Chief Accounting Officer

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;

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:

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;

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;

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

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):

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

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: November 6, 2024	/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;

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):

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: November 6, 2024	/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 September 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: November 6, 2024	/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 September 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: November 6, 2024	/s/ JEFFREY S. KNUTSON
	Jeffrey S. Knutson
	Vice President – Finance, Chief Financial Officer, Treasurer and Secretary

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Sep. 27, 2024	Oct. 20, 2024
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	Q1
Document Fiscal Year Focus	2025
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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		14,104,256

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 27, 2024	Jun. 30, 2024
Assets, Current [Abstract]
Cash	$ 16,711	$ 20,070
Trade accounts receivable, net	51,513	52,207
Inventories, net	143,865	130,484
Other current assets	18,158	16,870
Total current assets	230,247	219,631
Property, plant and equipment, net	58,959	58,074
Right-of-use operating lease assets	16,700	16,622
Intangible assets, net	12,291	12,686
Deferred income taxes	2,674	2,339
Other assets	2,676	2,706
Total assets	323,547	312,058
Current liabilities:
Current maturities of long-term debt	2,000	2,000
Accounts payable	31,106	32,586
Accrued liabilities	70,263	64,930
Total current liabilities	103,369	99,516
Long-term debt	27,794	23,811
Right-of-use lease obligations	14,506	14,376
Accrued retirement benefits	7,867	7,854
Deferred income taxes	5,751	5,340
Other long-term liabilities	6,241	6,107
Total liabilities	165,528	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	39,902	41,798
Retained earnings	126,257	129,592
Accumulated other comprehensive loss	(516)	(6,905)
Equity before treasury stock	165,643	164,485
Less treasury stock, at cost (528,546 and 637,778 shares, respectively)	8,112	9,783
Total Twin Disc, Incorporated shareholders' equity	157,531	154,702
Noncontrolling interest	488	352
Total equity	158,019	155,054
Total liabilities and equity	$ 323,547	$ 312,058

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares $ / shares in Thousands	Sep. 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)	528,546	637,778

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Net sales	$ 72,897	$ 63,554
Gross profit	19,322	16,637
Marketing, engineering and administrative expenses	19,487	16,917
Loss from operations	(165)	(280)
Other Income (expense):
Interest expense	(636)	(394)
Other (expense) income, net	(1,344)	137
Non-operating income (expense)	(1,980)	(257)
Loss before income taxes and noncontrolling interest	(2,145)	(537)
Income tax expense	627	546
Net loss	(2,772)	(1,083)
Less: Net loss (income) attributable to noncontrolling interest, net of tax	7	(90)
Net loss attributable to Twin Disc, Incorporated	$ (2,765)	$ (1,173)
Dividends per share (in dollars per share)	$ 0.04	$ 0
Loss per share data:
Basic loss per share attributable to Twin Disc, Incorporated common shareholders (in dollars per share)	(0.2)	(0.09)
Diluted loss per share attributable to Twin Disc, Incorporated common shareholders (in dollars per share)	$ (0.2)	$ (0.09)
Weighted average shares outstanding data:
Basic shares outstanding (in shares)	13,778	13,527
Diluted shares outstanding (in shares)	13,778	13,527
Comprehensive income (loss)
Net loss	$ (2,772)	$ (1,083)
Benefit plan adjustments, net of income taxes of $11 and $5, respectively	221	(171)
Foreign currency translation adjustment	7,164	(3,036)
Unrealized (loss) gain on hedges, net of income taxes of $0 and 0, respectively	(853)	216
Comprehensive income (loss)	3,760	(4,074)
Less: Comprehensive income attributable to noncontrolling interest	136	150
Comprehensive income (loss) attributable to Twin Disc, Incorporated	3,624	(4,224)
Service Excluding Boat Management System Product Line [Member]
Cost of goods sold	53,575	43,818
Boat Management System Product Line [Member]
Cost of goods sold	$ 0	$ 3,099

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parentheticals) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Benefit plan adjustments, income taxes	$ 11	$ 5
Unrealized loss on cash flow hedge, income taxes	$ 0	$ 0

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,772)	$ (1,083)
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Depreciation and amortization	3,238	2,488
Gain on sale of assets	(9)	(16)
Restructuring expenses	0	(57)
Provision for deferred income taxes	(361)	97
Stock compensation expense and other non-cash changes, net	1,025	1,140
Net change in operating assets and liabilities	(5,465)	4,134
Net cash (used) provided by operating activities	(4,344)	9,802
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant, and equipment	(2,362)	(3,690)
Proceeds from sale of fixed assets	9	0
Other, net	(369)	45
Net cash used by investing activities	(2,722)	(3,645)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving loan arrangements	30,090	27,184
Repayments of revolving loan arrangements	(26,791)	(23,423)
Repayments of other long-term debt	0	(508)
Dividends paid to shareholders	(570)	0
Payments of right-of-use finance lease obligations	(546)	(847)
Payments of withholding taxes on stock compensation	(1,249)	(1,763)
Net cash provided by financing activities	934	643
Effect of exchange rate changes on cash	2,773	365
Net change in cash	(3,359)	7,165
Cash:
Beginning of period	20,070	13,263
End of period	16,711	20,428
Boat Management System Product Line [Member]
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Loss on sale of boat management product line and related inventory	$ 0	$ 3,099

Note A - Basis of Presentation and Other Information

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Significant Accounting Policies [Text Block]

A.	Basis of Presentation and Other Information

Recently Issued Not Yet Adopted Accounting Standards

Recently Adopted Accounting Standards

Special Note Regarding Smaller Reporting Company Status

Note B - Inventories

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Inventory Disclosure [Text Block]

B.	Inventories

The major classes of inventories were as follows:

	September 27, 2024		June 30, 2024
Inventories:
Finished parts	$	65,318	$	60,166
Work in process		28,000		23,096
Raw materials		50,547		47,222
	$	143,865	$	130,484

Note C - Warranty

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Product Warranty Disclosure [Text Block]

C.	Warranty

	For the Quarter Ended
	September 27, 2024			September 29, 2023
Reserve balance, beginning of period	$	4,220		$	3,476
Current period expense and adjustments		837			1,516
Payments or credits to customers		(821	)		(821	)
Translation		214			(11	)
Reserve balance, end of period	$	4,450		$	4,160

Note D - Contingencies

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

D.	Contingencies

Note E - Business Segments

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

E.	Business Segments

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

	For the Quarter Ended
	September 27, 2024			September 29, 2023
Net sales
Manufacturing segment sales	$	63,318		$	54,537
Distribution segment sales		29,583			32,853
Inter/Intra segment elimination – manufacturing		(13,372	)		(20,184	)
Inter/Intra segment elimination – distribution		(6,632	)		(3,652	)
	$	72,897		$	63,554
Net (loss) income attributable to Twin Disc
Manufacturing segment net income	$	1,869		$	1,558
Distribution segment net income		951			1,006
Corporate and eliminations		(5,585	)		(3,737	)
	$	(2,765	)	$	(1,173	)

Assets	September 27, 2024			June 30, 2024
Manufacturing segment assets	$	474,502		$	443,149
Distribution segment assets		63,108			73,033
Corporate assets and elimination of intercompany assets		(214,063	)		(204,124	)
	$	323,547		$	312,058

Disaggregated revenue:

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

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

					Elimination of
	Manufacturing		Distribution		Intercompany Sales			Total
Industrial	$	8,797	$	1,053	$	(681	)	$	9,169
Land-based transmissions		18,153		3,563		(4,432	)		17,284
Marine and propulsion systems		36,347		20,331		(14,578	)		42,100
Other		21		4,636		(313	)		4,344
Total	$	63,318	$	29,583	$	(20,004	)	$	72,897

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

					Elimination of
	Manufacturing		Distribution		Intercompany Sales			Total
Industrial	$	5,290	$	1,028	$	(634	)	$	5,684
Land-based transmissions		14,681		12,671		(8,774	)		18,578
Marine and propulsion systems		34,566		16,320		(14,422	)		36,464
Other		-		2,834		(6	)		2,828
Total	$	54,537	$	32,853	$	(23,836	)	$	63,554

Note F - Stock-based Compensation

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

F.	Stock-Based Compensation

Performance Stock Awards (“PSA”)

During the first quarter 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.

Performance Stock Unit Awards (“PSUA”)

Restricted Stock Awards (“RS”)

Restricted Stock Unit Awards (“RSU”)

Note G - Pension and Other Postretirement Benefit Plans

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Retirement Benefits [Text Block]

G.	Pension and Other Postretirement Benefit Plans

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
	September 27, 2024			September 29, 2023

Pension Benefits:
Service cost	$	82		$	94
Prior service cost		5			-
Interest cost		837			896
Expected return on plan assets		(826	)		(1,048	)
Amortization of transition obligation		10			10
Amortization of prior service cost		6			9
Amortization of actuarial net loss		246			15
Net periodic benefit cost (gain)	$	360		$	(24	)

Postretirement Benefits:
Service cost	$	3		$	2
Interest cost		53			48
Amortization of prior service benefit		(69	)		(22	)
Amortization of actuarial net gain		(10	)		(155	)
Net periodic benefit gain	$	(23	)	$	(127	)

The Company expects to contribute approximately $556 to its pension plans in fiscal 2025. As of September 27, 2024, $205 in contributions to the pension plans have been made.

Note H - Income Taxes

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Income Tax Disclosure [Text Block]

H.	Income Taxes

	For the Quarter-Ended
	September 27, 2024			September 29, 2023
Foreign earnings, before income taxes of $854 and $516, respectively	$	3,443		$	2,055
Domestic losses, before income taxes of ($227) and $30, respectively		(5,588	)		(2,592	)
Loss before income taxes and noncontrolling interest	$	(2,145	)	$	(537	)

Income tax expense	$	627		$	546

Effective income tax rate		-29.2	%		-101.7	%

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

A discrete benefit was recorded during the period of ($227) related to the release of an uncertain tax position.

Note I - Intangible Assets

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

I.	Intangible Assets

As of September 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		186		-			186			-			-			-			186			186
Amortization		-		(926	)		(926	)		(338	)		(360	)		(22	)		(206	)		(926	)
Translation adjustment		345		-			345			241			83			20			1			345
Balance at September 27, 2024	$	35,064	$	(22,773	)	$	12,291		$	6,623		$	1,821		$	1,509		$	2,338		$	12,291

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.

Fiscal Year
2025	$	2,701
2026		2,332
2027		2,225
2028		1,981
2029		1,433
2030		312
Thereafter		1,307
	$	12,291

Note J - Long-term Debt

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Debt Disclosure [Text Block]

J.	Long-term Debt

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

	September 27, 2024			June 30, 2024
Credit Agreement Debt
Revolving loans (expire April 2027)	$	20,271		$	16,288
Term loan (due April 2027)		9,500			9,500
Other		23			23
Subtotal		29,794			25,811
Less: current maturities		(2,000	)		(2,000	)
Total long-term debt	$	27,794		$	23,811

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

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

Other: During the quarter ended September 27, 2024, the average interest rate was 7.52% on the Term Loan, and 6.03% on the Revolving Loans.

Note K - Shareholders' Equity

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Equity [Text Block]

K.	Shareholders’ Equity

The following is a reconciliation of the Company’s equity balances for the first fiscal quarter 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								7,021						143			7,164
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		$	(516	)	$	(8,112	)	$	488		$	158,019

	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					(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

Reconciliations for the changes in accumulated other comprehensive loss, net of tax, by component for the quarters ended September 27, 2024 and September 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		7,021			-			-			-
Amounts reclassified from accumulated other comprehensive loss		-			221			(169	)		(684	)
Net current period other comprehensive income (loss)		7,021			221			(169	)		(684	)
Balance, September 27, 2024	$	6,172		$	(7,841	)	$	335		$	818

	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

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

	Amount Reclassified
	Quarter Ended
	September 27, 2024
Changes in benefit plan items
Actuarial gains	$	285		(a)
Transition asset and prior service benefit		(53	)	(a)
Total amortization		232
Income tax expense		(11	)
Total reclassification net of tax	$	221

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

	Amount Reclassified
	Quarter Ended
	September 29, 2023
Changes in benefit plan items
Actuarial losses	$	(172	)	(a)
Transition asset and prior service benefit		(4	)	(a)
Total amortization		(176	)
Income tax expense		5
Total reclassification net of tax	$	(171	)

(a)

Note L - Earnings Per Share

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Earnings Per Share [Text Block]

L.	Earnings Per Share

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

	September 27, 2024			September 29, 2023
Basic:
Net loss	$	(2,772	)	$	(1,083	)
Less: Net loss (income) attributable to noncontrolling interest		7			(90	)
Net loss attributable to Twin Disc, Incorporated		(2,765	)		(1,173	)

Weighted average shares outstanding - basic		13,778			13,527

Basic loss Per Share:
Net loss per share - basic	$	(0.20	)	$	(0.09	)

Diluted:
Net loss	$	(2,772	)	$	(1,083	)
Less: Net loss (income) attributable to noncontrolling interest		7			(90	)
Net loss attributable to Twin Disc, Incorporated		(2,765	)		(1,173	)

Weighted average shares outstanding - basic		13,778			13,527
Weighted average shares outstanding - diluted		13,778			13,527

Diluted loss Per Share:
Net loss per share - diluted	$	(0.20	)	$	(0.09	)

Note M - Lease Liabilities

3 Months Ended

Sep. 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 following table provides a summary of leases recorded on the condensed consolidated balance sheets.

	Condensed Consolidated Balance Sheets Location	September 27, 2024		June 30, 2024
Lease Assets
Right-of-use operating lease assets	Right-of-use assets operating leases	$	16,700	$	16,622
Right-of-use finance lease assets	Property, plant and equipment, net		5,575		5,210

Lease Liabilities
Right-of-use operating lease liabilities, current	Accrued liabilities	$	2,392	$	2,352
Right-of-use operating lease liabilities, non-current	Right-of-use lease obligations		14,506		14,376
Right-of-use finance lease liabilities, current	Accrued liabilities		2,133		3,123
Right-of-use finance lease liabilities, non-current	Other long-term liabilities	$	5,089	$	4,795

The components of lease expense were as follows:

	For the Quarter Ended
	September 27, 2024			September 29, 2023
Finance lease cost:
Amortization of right-of-use assets	$	232		$	222
Interest on lease liabilities		94			73
Operating lease cost		939			893
Short-term lease cost		11			3
Variable lease cost		100			100
Total lease cost		1,376			1,291
Less: Sublease income		(21	)		(20	)
Net lease cost	$	1,355		$	1,271

Other information related to leases was as follows:

	For the Quarter Ended
	September 27, 2024			September 29, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,013		$	924
Operating cash flows from finance leases		94			73
Financing cash flows from finance leases		546			847
Right-of-use-assets obtained in exchange for lease obligations:
Operating leases		330			15
Finance leases		508			484
Weighted average remaining lease term (years):
Operating leases		8.5			8.2
Finance lease		8.4			9.7
Weighted average discount rate:
Operating leases		8.4	%		7.6	%
Finance leases		6.5	%		5.7	%

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

	Operating Leases			Finance Leases
2025	$	2,809		$	2,462
2026		3,431			1,154
2027		3,023			1,097
2028		2,531			995
2029		2,335			680
2030		1,868			503
Thereafter		8,179			1,868
Total future lease payments		24,176			8,759
Less: Amount representing interest		(7,278	)		(1,537	)
Present value of future payments	$	16,898		$	7,222

Note N - Derivative Financial Instruments

3 Months Ended

Sep. 27, 2024

Notes to Financial Statements

Derivative Instruments and Hedging Activities Disclosure [Text Block]

N.	Derivative Financial Instruments

Interest Rate Swap Contracts

Derivatives Designated as Net Investment Hedges

Fair Value of Derivative Instruments

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

	Condensed Consolidated Balance Sheets Location	September 27, 2024		June 30, 2024
Derivative designated as hedge:
Interest rate swap	Other current assets	$	107	$	218
Interest rate swap	Other noncurrent assets		18		76

	Condensed Consolidated Statements of Operations	For the Quarter Ended
	and Comprehensive Income (Loss) Location	September 27, 2024			September 29, 2023
Derivative designated as hedge:
Interest rate swap	Interest expense	$	57		$	71
Interest rate swap	Unrealized loss on hedges		(169	)		(6	)
Net investment hedge	Unrealized (loss) gain on hedges		(684	)		222

Insider Trading Arrangements

3 Months Ended

Sep. 27, 2024

Insider Trading Arr Line Items

Material Terms of Trading Arrangement [Text Block]

Item 5.

Other Information

None.

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

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Sep. 27, 2024
Accounting Policies [Abstract]
New Accounting Pronouncements, Policy [Policy Text Block]	Recently Issued Not* Yet Adopted Accounting Standards* 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," 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. Recently Adopted Accounting Standards In June 2016, the FASB issued updated guidance (ASU 2016-13) and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-10 (collectively ASC 326). ASC 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This replaces the existing incurred loss model with an expected loss model and requires the use of forward- looking information to calculate credit loss estimates. The amendments in this guidance are effective for filers, excluding smaller reporting companies, for fiscal years beginning after December 15, 2019, and for smaller reporting companies for fiscal years beginning after December 15, 2022 (the Company’s fiscal 2024), with early adoption permitted for certain amendments. ASC 326 must be adopted by applying a cumulative effect adjustment to retained earnings. The adoption of this guidance did not have a material impact on the Company’s financial statements.
Reporting Status [Policy Text Block]	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.

Note B - Inventories (Tables)

3 Months Ended

Sep. 27, 2024

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	September 27, 2024		June 30, 2024
Inventories:
Finished parts	$	65,318	$	60,166
Work in process		28,000		23,096
Raw materials		50,547		47,222
	$	143,865	$	130,484

Note C - Warranty (Tables)

3 Months Ended

Sep. 27, 2024

Notes Tables

Schedule of Product Warranty Liability [Table Text Block]

	For the Quarter Ended
	September 27, 2024			September 29, 2023
Reserve balance, beginning of period	$	4,220		$	3,476
Current period expense and adjustments		837			1,516
Payments or credits to customers		(821	)		(821	)
Translation		214			(11	)
Reserve balance, end of period	$	4,450		$	4,160

Note E - Business Segments (Tables)

3 Months Ended

Sep. 27, 2024

Notes Tables

Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

	For the Quarter Ended
	September 27, 2024			September 29, 2023
Net sales
Manufacturing segment sales	$	63,318		$	54,537
Distribution segment sales		29,583			32,853
Inter/Intra segment elimination – manufacturing		(13,372	)		(20,184	)
Inter/Intra segment elimination – distribution		(6,632	)		(3,652	)
	$	72,897		$	63,554
Net (loss) income attributable to Twin Disc
Manufacturing segment net income	$	1,869		$	1,558
Distribution segment net income		951			1,006
Corporate and eliminations		(5,585	)		(3,737	)
	$	(2,765	)	$	(1,173	)

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

Assets	September 27, 2024			June 30, 2024
Manufacturing segment assets	$	474,502		$	443,149
Distribution segment assets		63,108			73,033
Corporate assets and elimination of intercompany assets		(214,063	)		(204,124	)
	$	323,547		$	312,058

Revenue from External Customers by Products and Services [Table Text Block]

					Elimination of
	Manufacturing		Distribution		Intercompany Sales			Total
Industrial	$	8,797	$	1,053	$	(681	)	$	9,169
Land-based transmissions		18,153		3,563		(4,432	)		17,284
Marine and propulsion systems		36,347		20,331		(14,578	)		42,100
Other		21		4,636		(313	)		4,344
Total	$	63,318	$	29,583	$	(20,004	)	$	72,897

					Elimination of
	Manufacturing		Distribution		Intercompany Sales			Total
Industrial	$	5,290	$	1,028	$	(634	)	$	5,684
Land-based transmissions		14,681		12,671		(8,774	)		18,578
Marine and propulsion systems		34,566		16,320		(14,422	)		36,464
Other		-		2,834		(6	)		2,828
Total	$	54,537	$	32,853	$	(23,836	)	$	63,554

Note G - Pension and Other Postretirement Benefit Plans (Tables)

3 Months Ended

Sep. 27, 2024

Notes Tables

Schedule of Net Benefit Costs [Table Text Block]

	For the Quarter Ended
	September 27, 2024			September 29, 2023

Pension Benefits:
Service cost	$	82		$	94
Prior service cost		5			-
Interest cost		837			896
Expected return on plan assets		(826	)		(1,048	)
Amortization of transition obligation		10			10
Amortization of prior service cost		6			9
Amortization of actuarial net loss		246			15
Net periodic benefit cost (gain)	$	360		$	(24	)

Postretirement Benefits:
Service cost	$	3		$	2
Interest cost		53			48
Amortization of prior service benefit		(69	)		(22	)
Amortization of actuarial net gain		(10	)		(155	)
Net periodic benefit gain	$	(23	)	$	(127	)

Note H - Income Taxes (Tables)

3 Months Ended

Sep. 27, 2024

Notes Tables

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	For the Quarter-Ended
	September 27, 2024			September 29, 2023
Foreign earnings, before income taxes of $854 and $516, respectively	$	3,443		$	2,055
Domestic losses, before income taxes of ($227) and $30, respectively		(5,588	)		(2,592	)
Loss before income taxes and noncontrolling interest	$	(2,145	)	$	(537	)

Income tax expense	$	627		$	546

Effective income tax rate		-29.2	%		-101.7	%

Note I - Intangible Assets (Tables)

3 Months Ended

Sep. 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		186		-			186			-			-			-			186			186
Amortization		-		(926	)		(926	)		(338	)		(360	)		(22	)		(206	)		(926	)
Translation adjustment		345		-			345			241			83			20			1			345
Balance at September 27, 2024	$	35,064	$	(22,773	)	$	12,291		$	6,623		$	1,821		$	1,509		$	2,338		$	12,291

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Fiscal Year
2025	$	2,701
2026		2,332
2027		2,225
2028		1,981
2029		1,433
2030		312
Thereafter		1,307
	$	12,291

Note J - Long-term Debt (Tables)

3 Months Ended

Sep. 27, 2024

Notes Tables

Schedule of Debt [Table Text Block]

	September 27, 2024			June 30, 2024
Credit Agreement Debt
Revolving loans (expire April 2027)	$	20,271		$	16,288
Term loan (due April 2027)		9,500			9,500
Other		23			23
Subtotal		29,794			25,811
Less: current maturities		(2,000	)		(2,000	)
Total long-term debt	$	27,794		$	23,811

Note K - Shareholders' Equity (Tables)

3 Months Ended

Sep. 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								7,021						143			7,164
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		$	(516	)	$	(8,112	)	$	488		$	158,019

	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					(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

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		7,021			-			-			-
Amounts reclassified from accumulated other comprehensive loss		-			221			(169	)		(684	)
Net current period other comprehensive income (loss)		7,021			221			(169	)		(684	)
Balance, September 27, 2024	$	6,172		$	(7,841	)	$	335		$	818

	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

Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]

	Amount Reclassified
	Quarter Ended
	September 27, 2024
Changes in benefit plan items
Actuarial gains	$	285		(a)
Transition asset and prior service benefit		(53	)	(a)
Total amortization		232
Income tax expense		(11	)
Total reclassification net of tax	$	221

	Amount Reclassified
	Quarter Ended
	September 29, 2023
Changes in benefit plan items
Actuarial losses	$	(172	)	(a)
Transition asset and prior service benefit		(4	)	(a)
Total amortization		(176	)
Income tax expense		5
Total reclassification net of tax	$	(171	)

Note L - Earnings Per Share (Tables)

3 Months Ended

Sep. 27, 2024

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	September 27, 2024			September 29, 2023
Basic:
Net loss	$	(2,772	)	$	(1,083	)
Less: Net loss (income) attributable to noncontrolling interest		7			(90	)
Net loss attributable to Twin Disc, Incorporated		(2,765	)		(1,173	)

Weighted average shares outstanding - basic		13,778			13,527

Basic loss Per Share:
Net loss per share - basic	$	(0.20	)	$	(0.09	)

Diluted:
Net loss	$	(2,772	)	$	(1,083	)
Less: Net loss (income) attributable to noncontrolling interest		7			(90	)
Net loss attributable to Twin Disc, Incorporated		(2,765	)		(1,173	)

Weighted average shares outstanding - basic		13,778			13,527
Weighted average shares outstanding - diluted		13,778			13,527

Diluted loss Per Share:
Net loss per share - diluted	$	(0.20	)	$	(0.09	)

Note M - Lease Liabilities (Tables)

3 Months Ended

Sep. 27, 2024

Notes Tables

Assets and Liabilities, Lessee [Table Text Block]

	Condensed Consolidated Balance Sheets Location	September 27, 2024		June 30, 2024
Lease Assets
Right-of-use operating lease assets	Right-of-use assets operating leases	$	16,700	$	16,622
Right-of-use finance lease assets	Property, plant and equipment, net		5,575		5,210

Lease Liabilities
Right-of-use operating lease liabilities, current	Accrued liabilities	$	2,392	$	2,352
Right-of-use operating lease liabilities, non-current	Right-of-use lease obligations		14,506		14,376
Right-of-use finance lease liabilities, current	Accrued liabilities		2,133		3,123
Right-of-use finance lease liabilities, non-current	Other long-term liabilities	$	5,089	$	4,795

Lease, Cost [Table Text Block]

	For the Quarter Ended
	September 27, 2024			September 29, 2023
Finance lease cost:
Amortization of right-of-use assets	$	232		$	222
Interest on lease liabilities		94			73
Operating lease cost		939			893
Short-term lease cost		11			3
Variable lease cost		100			100
Total lease cost		1,376			1,291
Less: Sublease income		(21	)		(20	)
Net lease cost	$	1,355		$	1,271

Operating and Finance Leases, Other Disclosures [Table Text Block]

	For the Quarter Ended
	September 27, 2024			September 29, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,013		$	924
Operating cash flows from finance leases		94			73
Financing cash flows from finance leases		546			847
Right-of-use-assets obtained in exchange for lease obligations:
Operating leases		330			15
Finance leases		508			484
Weighted average remaining lease term (years):
Operating leases		8.5			8.2
Finance lease		8.4			9.7
Weighted average discount rate:
Operating leases		8.4	%		7.6	%
Finance leases		6.5	%		5.7	%

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

	Operating Leases			Finance Leases
2025	$	2,809		$	2,462
2026		3,431			1,154
2027		3,023			1,097
2028		2,531			995
2029		2,335			680
2030		1,868			503
Thereafter		8,179			1,868
Total future lease payments		24,176			8,759
Less: Amount representing interest		(7,278	)		(1,537	)
Present value of future payments	$	16,898		$	7,222

Note N - Derivative Financial Instruments (Tables)

3 Months Ended

Sep. 27, 2024

Notes Tables

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

	Condensed Consolidated Balance Sheets Location	September 27, 2024		June 30, 2024
Derivative designated as hedge:
Interest rate swap	Other current assets	$	107	$	218
Interest rate swap	Other noncurrent assets		18		76

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

	Condensed Consolidated Statements of Operations	For the Quarter Ended
	and Comprehensive Income (Loss) Location	September 27, 2024			September 29, 2023
Derivative designated as hedge:
Interest rate swap	Interest expense	$	57		$	71
Interest rate swap	Unrealized loss on hedges		(169	)		(6	)
Net investment hedge	Unrealized (loss) gain on hedges		(684	)		222

Note A - Basis of Presentation and Other Information (Details Textual)	May 31, 2024
Katsa Oy [Member]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%

Note B - Inventories (Details Textual) - Boat Management System Product Line [Member] - USD ($) $ in Millions	3 Months Ended
	Dec. 29, 2023	Sep. 29, 2023
Inventory Write-down		$ 2.1
UNITED STATES
Inventory Write-down	$ 1.6

Note B - Inventories - Inventories (Details) - USD ($) $ in Thousands	Sep. 27, 2024	Jun. 30, 2024
Finished parts	$ 65,318	$ 60,166
Work in process	28,000	23,096
Raw materials	50,547	47,222
Total inventories	$ 143,865	$ 130,484

Note C - Warranty (Details Textual) - USD ($) $ in Thousands	Sep. 27, 2024	Sep. 29, 2023
Product Warranty Accrual, Current	$ 3,452	$ 3,409
Product Warranty Accrual, Noncurrent	$ 998	$ 751

Note C - Warranty - Warranty (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Reserve balance, beginning of period	$ 4,220	$ 3,476
Current period expense and adjustments	837	1,516
Payments or credits to customers	(821)	(821)
Translation	214	(11)
Reserve balance, end of period	$ 4,450	$ 4,160

Note E - Business Segments (Details Textual)	3 Months Ended
Note E - Business Segments (Details Textual)	Sep. 27, 2024
Number of Reportable Segments	2

Note E - Business Segments - Revenues by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Net sales	$ 72,897	$ 63,554
Manufacturing segment net income	(2,765)	(1,173)
Intersegment Eliminations [Member]
Net sales	(20,004)	(23,836)
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]
Manufacturing segment net income	(5,585)	(3,737)
Manufacturing Segment [Member] \| Operating Segments [Member]
Net sales	63,318	54,537
Manufacturing segment net income	1,869	1,558
Manufacturing Segment [Member] \| Intersegment Eliminations [Member]
Net sales	(13,372)	(20,184)
Distribution Segment [Member] \| Operating Segments [Member]
Net sales	29,583	32,853
Manufacturing segment net income	951	1,006
Distribution Segment [Member] \| Intersegment Eliminations [Member]
Net sales	$ (6,632)	$ (3,652)

Note E - Business Segments - Assets by Segment (Details) - USD ($) $ in Thousands	Sep. 27, 2024	Jun. 30, 2024
Segment Assets	$ 323,547	$ 312,058
Operating Segments [Member] \| Manufacturing Segment [Member]
Segment Assets	474,502	443,149
Operating Segments [Member] \| Distribution Segment [Member]
Segment Assets	63,108	73,033
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]
Segment Assets	$ (214,063)	$ (204,124)

Note E - Business Segments - Net Sales by Product Group (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Net Sales	$ 72,897	$ 63,554
Intersegment Eliminations [Member]
Net Sales	(20,004)	(23,836)
Manufacturing Segment [Member] \| Operating Segments [Member]
Net Sales	63,318	54,537
Manufacturing Segment [Member] \| Intersegment Eliminations [Member]
Net Sales	(13,372)	(20,184)
Distribution Segment [Member] \| Operating Segments [Member]
Net Sales	29,583	32,853
Distribution Segment [Member] \| Intersegment Eliminations [Member]
Net Sales	(6,632)	(3,652)
Industrial [Member]
Net Sales	9,169	5,684
Industrial [Member] \| Intersegment Eliminations [Member]
Net Sales	(681)	(634)
Industrial [Member] \| Manufacturing Segment [Member] \| Operating Segments [Member]
Net Sales	8,797	5,290
Industrial [Member] \| Distribution Segment [Member] \| Operating Segments [Member]
Net Sales	1,053	1,028
Land Based Transmissions [Member]
Net Sales	17,284	18,578
Land Based Transmissions [Member] \| Intersegment Eliminations [Member]
Net Sales	(4,432)	(8,774)
Land Based Transmissions [Member] \| Manufacturing Segment [Member] \| Operating Segments [Member]
Net Sales	18,153	14,681
Land Based Transmissions [Member] \| Distribution Segment [Member] \| Operating Segments [Member]
Net Sales	3,563	12,671
Marine and Propulsion Systems [Member]
Net Sales	42,100	36,464
Marine and Propulsion Systems [Member] \| Intersegment Eliminations [Member]
Net Sales	(14,578)	(14,422)
Marine and Propulsion Systems [Member] \| Manufacturing Segment [Member] \| Operating Segments [Member]
Net Sales	36,347	34,566
Marine and Propulsion Systems [Member] \| Distribution Segment [Member] \| Operating Segments [Member]
Net Sales	20,331	16,320
Other [Member]
Net Sales	4,344	2,828
Other [Member] \| Intersegment Eliminations [Member]
Net Sales	(313)	(6)
Other [Member] \| Manufacturing Segment [Member] \| Operating Segments [Member]
Net Sales	21	0
Other [Member] \| Distribution Segment [Member] \| Operating Segments [Member]
Net Sales	$ 4,636	$ 2,834

Note F - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 27, 2024	Sep. 29, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)		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
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	329,900
Share-Based Payment Arrangement, Expense		$ 659	$ 53
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
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		$ 2,672
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
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
Share-Based Payment Arrangement, Expense		$ 11	$ 7
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
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		$ 76
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)	1,800		81,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares)	244,400		260,200
Share-Based Payment Arrangement, Expense		311	$ 312
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		993
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value		$ 27	$ 1,623
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)		156,900	136,800
Share-Based Payment Arrangement, Expense		$ 43	$ 123
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)		$ 10.79
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		$ 1,089
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value		$ 701	$ 0
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
The 2020 Directors Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)		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

Note G - Pension and Other Postretirement Benefit Plans (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, after Tax	$ 221	$ 171
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, Tax	11	$ 5
Pension Plan [Member]
Defined Benefit Plan, Expected Future Employer Contributions, Current Fiscal Year	556
Defined Benefit Plan, Plan Assets, Contributions by Employer	$ 205

Note G - Pension and Other Postretirement Benefit Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Amortization of prior service cost	$ (69)	$ (22)
Amortization of actuarial net loss	(10)	(155)
Pension Plan [Member]
Service cost	82	94
Prior service cost	5	0
Interest cost	837	896
Expected return on plan assets	(826)	(1,048)
Amortization of transition obligation	10	10
Amortization of prior service cost	6	9
Amortization of actuarial net loss	246	15
Net periodic benefit cost (gain)	360	(24)
Other Postretirement Benefits Plan [Member]
Service cost	3	2
Interest cost	53	48
Net periodic benefit cost (gain)	$ (23)	$ (127)

Note H - Income Taxes (Details Textual) $ in Thousands	3 Months Ended
Note H - Income Taxes (Details Textual) $ in Thousands	Sep. 27, 2024 USD ($)
Effective Income Tax Rate Reconciliation, Release of Uncertain Tax Positions, Amount	$ (227)

Note H - Income Taxes - Reconciliation of Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Foreign earnings, before income taxes of $854 and $516, respectively	$ 3,443	$ 2,055
Domestic losses, before income taxes of ($227) and $30, respectively	(5,588)	(2,592)
Loss before income taxes and noncontrolling interest	(2,145)	(537)
Income tax expense	$ 627	$ 546
Effective income tax rate	(29.20%)	(101.70%)

Note H - Income Taxes - Reconciliation of Income Taxes (Details) (Parentheticals) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Foreign earnings, tax	$ 854	$ 516
Domestic losses, tax	$ (227)	$ 30

Note I - Intangible Assets (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Amortization of Intangible Assets	$ 926	$ 819

Note I - Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 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	186
Addition, Definite Intangible Assets Net Book Value	186
Amortization, Intangible Asset	(926)	$ (819)
Translation adjustment, Definite Intangible Assets Gross Carrying Amount	345
Translation adjustment, Definite Intangible Assets Net Book Value	345
Balance, Definite Intangible Assets Gross Carrying Amount	35,064
Balance, Definite Intangible Assets Accumulated Amortization/Impairment	(22,773)
Balance at June 30, Definite Intangible Assets Net Book Value	12,291
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	(338)
Translation adjustment, Definite Intangible Assets Net Book Value	241
Balance at June 30, Definite Intangible Assets Net Book Value	6,623
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	(360)
Translation adjustment, Definite Intangible Assets Net Book Value	83
Balance at June 30, Definite Intangible Assets Net Book Value	1,821
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	(22)
Translation adjustment, Definite Intangible Assets Net Book Value	20
Balance at June 30, Definite Intangible Assets Net Book Value	1,509
Other Intangible Assets [Member]
Balance at June 30, Definite Intangible Assets Net Book Value	2,357
Addition, Definite Intangible Assets Net Book Value	186
Amortization, Intangible Asset	(206)
Translation adjustment, Definite Intangible Assets Net Book Value	1
Balance at June 30, Definite Intangible Assets Net Book Value	$ 2,338

Note I - Intangible Assets - Estimated Intangibles Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 27, 2024	Jun. 30, 2024
2025	$ 2,701
2026	2,332
2027	2,225
2028	1,981
2029	1,433
2030	312
Thereafter	1,307
Finite-Lived Intangible Assets, Net	$ 12,291	$ 12,686

Note J - Long-term Debt (Details Textual) $ in Thousands	3 Months Ended
Note J - Long-term Debt (Details Textual) $ in Thousands	Sep. 27, 2024 USD ($)	Jun. 30, 2024 USD ($)	Apr. 01, 2024 USD ($)	Jun. 29, 2018 USD ($)
Long-Term Debt, Current Maturities	$ 2,000	$ 2,000
Cash Flow Hedging [Member] \| Designated as Hedging Instrument [Member] \| Interest Rate Swap [Member] \| Bank of Montreal [Member]
Derivative, Notional Amount	9,500			$ 20,000
Katsa Oy [Member]
Business Acquisition, Transaction Costs	$ 600
BMO [Member] \| The 2018 Credit Agreement [Member]
Debt Instrument, Percentage of Equity Interest in Domestic Subsidiaries Pledged	100.00%
Debt Instrument, Percentage of Equity Interest in Foreign Subsidiaries Pledged	65.00%
Debt Instrument, Debt Default, Percentage of Letter of Credit Obligations Required to Cash Collateralize	105.00%
Long-Term Debt, Current Maturities	$ 2,000
BMO [Member] \| The 2018 Credit Agreement [Member] \| Term Loan [Member]
Debt Agreement, Maximum Borrowing Capacity	20,000
Debt Instrument, Periodic Payment, Total	$ 500
Debt Instrument, Interest Rate During Period	7.52%
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	6.03%
Line of Credit Facility, Current Borrowing Capacity	$ 41,027
Line of Credit Facility, Remaining Borrowing Capacity	20,756
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
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
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

Note J - Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 27, 2024	Jun. 30, 2024
Long-term debt	$ 29,794	$ 25,811
Less: current maturities	(2,000)	(2,000)
Total long-term debt	27,794	23,811
Revolving Loan [Member]
Long-term debt	20,271	16,288
Term Loan [Member]
Long-term debt	9,500	9,500
Other Long-Term Debt [Member]
Long-term debt	$ 23	$ 23

Note K - Shareholders' Equity (Details Textual) - shares	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Share Repurchase Program, Remaining Authorized, Number of Shares (in shares)	315
Treasury Stock, Shares, Acquired (in shares)	0	0

Note K - Shareholders' Equity - Shareholders' Equity Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Balance	$ 155,054	$ 145,517
Total reclassification net of tax	(2,772)	(1,083)
Dividends paid to shareholders	(570)
Translation adjustments	7,164	(3,036)
Benefit plan adjustments, net of tax	221	(171)
Unrealized gain (loss) on hedges	(853)	216
Compensation expense	1,024	495
Stock awards, net	(1,249)	(1,763)
Balance	158,019	140,175
Common Stock [Member]
Balance	41,798	42,855
Compensation expense	1,024	495
Stock awards, net	(2,920)	(3,911)
Balance	39,902	39,439
Retained Earnings [Member]
Balance	129,592	120,299
Total reclassification net of tax	(2,765)	(1,173)
Dividends paid to shareholders	(570)
Balance	126,257	119,126
AOCI Attributable to Parent [Member]
Balance	(6,905)	(5,570)
Translation adjustments	7,021	(3,096)
Benefit plan adjustments, net of tax	221	(171)
Unrealized gain (loss) on hedges	(853)	216
Balance	(516)	(8,621)
Treasury Stock, Common [Member]
Balance	(9,783)	(12,491)
Stock awards, net	1,671	2,148
Balance	(8,112)	(10,343)
Noncontrolling Interest [Member]
Balance	352	424
Total reclassification net of tax	(7)	90
Translation adjustments	143	60
Balance	$ 488	$ 574

Note K - Shareholders' Equity - Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Balance	$ 155,054	$ 145,517
Foreign currency translation adjustment	7,164	(3,036)
Balance	158,019	140,175
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Balance	(849)	(1,582)
Foreign currency translation adjustment	7,021	(3,096)
Amounts reclassified from accumulated other comprehensive loss	0	0
Net current period other comprehensive income (loss)	7,021	(3,096)
Balance	6,172	(4,678)
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Balance	(8,062)	(5,948)
Foreign currency translation adjustment	0	0
Amounts reclassified from accumulated other comprehensive loss	221	(171)
Net current period other comprehensive income (loss)	221	(171)
Balance	(7,841)	(6,119)
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member]
Balance	504	688
Foreign currency translation adjustment	0	0
Amounts reclassified from accumulated other comprehensive loss	(169)	(6)
Net current period other comprehensive income (loss)	(169)	(6)
Balance	335	682
Accumulated Gain (Loss), Net, Net Investment Hedge [Member]
Balance	1,502	1,272
Foreign currency translation adjustment	0	0
Amounts reclassified from accumulated other comprehensive loss	(684)	222
Net current period other comprehensive income (loss)	(684)	222
Balance	$ 818	$ 1,494

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

Sep. 27, 2024

Sep. 29, 2023

Total amortization

$ (2,145)

$ (537)

Income tax expense

627

546

Total reclassification net of tax

(2,772)

(1,083)

Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]

Actuarial gains

^[1]

285

(172)

Transition asset and prior service benefit

^[1]

(53)

(4)

Total amortization

232

(176)

Income tax expense

(11)

Total reclassification net of tax

$ 221

$ (171)

[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).

Note L - Earnings Per Share (Details Textual) - shares	3 Months Ended
Note L - Earnings Per Share (Details Textual) - shares	Sep. 27, 2024	Sep. 29, 2023
Performance Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	84,500	265,000
PSAU Award [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	0	5,200
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	157,200	108,500
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	103,200	72,600

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
	Sep. 27, 2024	Sep. 29, 2023
Net loss	$ (2,772)	$ (1,083)
Less: Net loss (income) attributable to noncontrolling interest	7	(90)
Net loss attributable to Twin Disc, Incorporated	$ (2,765)	$ (1,173)
Weighted average shares outstanding - basic (in shares)	13,778	13,527
Basic loss per share attributable to Twin Disc, Incorporated common shareholders (in dollars per share)	$ (0.2)	$ (0.09)
Weighted average shares outstanding - diluted (in shares)	13,778	13,527
Diluted loss per share attributable to Twin Disc, Incorporated common shareholders (in dollars per share)	$ (0.2)	$ (0.09)

Note M - Lease Liabilities - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 27, 2024	Jun. 30, 2024
Right-of-use operating lease assets	$ 16,700	$ 16,622
Right-of-use finance lease assets	5,575	5,210
Right-of-use operating lease liabilities, current	2,392	2,352
Right-of-use operating lease liabilities, non-current	14,506	14,376
Right-of-use finance lease liabilities, current	2,133	3,123
Right-of-use finance lease liabilities, non-current	$ 5,089	$ 4,795

Note M - Lease Liabilities - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Amortization of right-of-use assets	$ 232	$ 222
Interest on lease liabilities	94	73
Operating lease cost	939	893
Short-term lease cost	11	3
Variable lease cost	100	100
Total lease cost	1,376	1,291
Less: Sublease income	(21)	(20)
Net lease cost	$ 1,355	$ 1,271

Note M - Lease Liabilities - Other Information Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 27, 2024	Sep. 29, 2023
Operating cash flows from operating leases	$ 1,013	$ 924
Operating cash flows from finance leases	94	73
Financing cash flows from finance leases	546	847
Right-of-use-assets obtained in exchange for lease obligations: Operating leases	330	15
Right-of-use-assets obtained in exchange for lease obligations: Finance leases	$ 508	$ 484
Weighted average remaining lease term (years): Operating leases (Year)	8 years 6 months	8 years 2 months 12 days
Weighted average remaining lease term (years): Finance lease (Year)	8 years 4 months 24 days	9 years 8 months 12 days
Weighted average discount rate: Operating leases	8.40%	7.60%
Weighted average discount rate: Finance leases	6.50%	5.70%

Note M - Lease Liabilities - Future Minimum Rental Commitments Under Noncancelable Leases (Details) $ in Thousands	Sep. 27, 2024 USD ($)
2025, Operating Leases	$ 2,809
2025, Finance Leases	2,462
2026, Operating Leases	3,431
2026, Finance Leases	1,154
2027, Operating Leases	3,023
2027, Finance Leases	1,097
2028, Operating Leases	2,531
2028, Finance Leases	995
2029, Operating Leases	2,335
2029, Finance Leases	680
2030, Operating Leases	1,868
2030, Finance Leases	503
Thereafter, Operating Leases	8,179
Thereafter, Finance Leases	1,868
Total future lease payments, Operating Leases	24,176
Total future lease payments, Finance Leases	8,759
Less: Amount representing interest, Operating Leases	(7,278)
Less: Amount representing interest, Finance Leases	(1,537)
Present value of future payments, Operating Leases	16,898
Present value of future payments, Finance Leases	$ 7,222

Note N - Derivative Financial Instruments (Details Textual) $ in Thousands, € in Millions	3 Months Ended	12 Months Ended
	Sep. 27, 2024 USD ($)	Jun. 30, 2024 USD ($)	Sep. 29, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2021 EUR (€)	Jun. 29, 2018 USD ($)
Equity, Including Portion Attributable to Noncontrolling Interest	$ 158,019	$ 155,054	$ 140,175	$ 145,517
Cash Flow Hedge Gain (Loss) to be Reclassified within 12 Months	$ 110
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	$ 9,500					$ 20,000
Equity, Including Portion Attributable to Noncontrolling Interest	(335)	(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	$ (818)	$ (1,502)

Note N - Derivative Financial Instruments - Fair Value of Derivative Instruments (Details) - Interest Rate Swap [Member] - Designated as Hedging Instrument [Member] - USD ($) $ in Thousands	Sep. 27, 2024	Jun. 30, 2024
Interest rate swap	$ 107	$ 218
Interest rate swap	$ 18	$ 76

Note N - Derivative Financial Instruments - Fair Value of Derivative Instruments (Details) (Parentheticals) - USD ($) $ in Thousands	Sep. 27, 2024	Jun. 30, 2024
Assets, Current [Abstract]
Other Assets, Current	$ 18,158	$ 16,870
Assets, Noncurrent [Abstract]
Other Assets, Noncurrent	$ 2,676	$ 2,706

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
	Sep. 27, 2024	Sep. 29, 2023
Unrealized gain (loss) on hedges	$ (853)	$ 216
Interest Rate Swap [Member] \| Designated as Hedging Instrument [Member] \| Unrealized Gain (Loss) on Hedges [Member] \| Cash Flow Hedging [Member]
Unrealized gain (loss) on hedges	(169)	(6)
Interest Rate Swap [Member] \| Designated as Hedging Instrument [Member] \| Interest Expense [Member]
Gain (loss) on derivative instruments	57	71
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	$ (684)	$ 222

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