A.	Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared by Twin Disc, Incorporated (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of the Company, include adjustments, consisting primarily of normal recurring items, necessary for a fair statement of results for each period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules and regulations. The Company believes that the disclosures made are adequate to make the information presented

not

misleading. It is suggested that these financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report filed on Form

-K for

June 30, 2019.

The year-end condensed 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 consolidated financial statements and information presented herein include the financial results of Veth Propulsion Holding BV (“Veth Propulsion”), the acquisition of which was completed on

July 2, 2018.

The financial results included in this Form

-Q related to the acquisition method of accounting for the Veth Propulsion acquisition have been finalized and completed.

Recent events

March 2020,

the World Health Organization (“WHO”) declared that a new strain of coronavirus that originated in Wuhan, China, and has rapidly spread around the world (“COVID-

outbreak’) is a pandemic that poses significant risk to the international community. This outbreak has contributed to shelter-in-place policies, unexpected factory closures, supply chain disruptions, and market volatility causing substantial declines in market capitalization, and occurring in the midst of an already challenging economic environment in some of our markets, most notably the oil and gas market. This market has been experiencing an unprecedented drop in prices, steeper than it historically has been, primarily driven by an oversupply occurring around the world, from both the Organization of Petroleum Exporting (“OPEC”) and non-OPEC countries. The occurrence of the COVID-

outbreak drastically impacts the demand side of that market, as economic contractions and social distancing restrictions will likely curtail consumer behaviors, and further exacerbating its dismal prospects.

As a result of the COVID-

outbreak, the Company’s operations have decreased, starting on or around mid-

March 2020,

on a staggered basis, to curtail the spread of the virus and in compliance with regulatory authorities. The Company’s plants and offices around the world have been subject to intermittent shutdowns, impacting the timeliness of supply chain arrangements and product shipments. The operational impacts of decreased Company activity, such as the inability to ship products on time due to supply chain disruptions, occurred during a

one

two

week period out of the fiscal quarter that consisted of

thirteen

weeks, and are included in these financial results.

Aside from operational impacts and its results on our operations during the quarter, the occurrence of the COVID-

outbreak also necessitated a rigorous assessment of the Company’s entire balance sheet.

As described further in Note I, Goodwill and Other Intangibles, the Company recorded significant non-cash impairment charges during the quarter. While the Company continues to have a positive outlook of its operations in Europe, both in the European Propulsion and European Industrial reporting units, and remains committed to supporting those operations, the adverse economic effects of the COVID-

outbreak are

not

fully known. However, there is consensus that the impact will be adverse. Hence, management has modeled those expectations from industry and subject matter experts and determined that prudence in the face of uncertainty warrants a robust scenario modeling approach. This approach was deployed in the Company’s goodwill and long-lived asset impairment analyses. In assessing the current environment, management expects that a contraction of the global economy, as is predicted by many experts, would reduce or shift the demand for its products in the near term. For example, the Company expects that the demand for certain of the reporting units’ end-market products, such as passenger leisure cruise vessels, passenger ferries, and other commercial vessels that operate based on general economic activities, will likely be adversely impacted as social restrictions are put in place by governments to curb the outbreak. As a consequence of these macroeconomic developments, market insights and expectations, the Company has recorded asset impairment charges in the quarter, primarily consisting of goodwill and other intangibles, in the amount of

$27,603.

The full impact of the COVID-

outbreak continues to evolve as of the date of this report. The depth and duration of the pandemic is unknown. Management is actively monitoring the global situation and its effect on its financial condition, liquidity, operations, suppliers, industry, and workforce. This is discussed further in Item

Management’s Discussion and Analysis, of this report.

Recently Adopted Accounting Standards

June 2018,

the Financial Accounting Standards Board (the "FASB") issued guidance (ASU

2018

) intended to simplify the accounting for share based payments granted to nonemployees. Under the amendments in this guidance, payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The Company adopted this guidance effective

July 1, 2019.

The adoption of this guidance did

not

have a material impact on the Company’s financial statements and disclosures.

New Accounting Releases

August 2018,

the FASB issued updated guidance (ASU

2018

) as part of the disclosure framework project, which focuses on improving the effectiveness of disclosures in the notes to the financial statements. The amendments in this update modify the disclosure requirements on fair value measurements in Topic

820,

Fair Value Measurement. The amendments in this guidance are effective for fiscal years, and interim periods within those fiscal years, beginning after

December 15, 2019 (

the Company’s fiscal

2021

), with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on the Company’s disclosures.

August 2018,

the FASB issued updated guidance (ASU

2018

) intended to modify the disclosure requirements for employers that sponsor defined benefit pension or postretirement plans. The amendments in this guidance are effective for fiscal years ending after

December 15, 2020 (

the Company’s fiscal

2021

), with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on the Company’s disclosures.

December 2019,

the FASB issued guidance (ASU

2019

) intended to simplify the accounting for income taxes. The amendments in this guidance are effective for fiscal years, and interim periods within those fiscal years, beginning after

December 15, 2020 (

the Company’s fiscal

2022

), with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on the Company’s disclosures.

March 2020,

the FASB issued guidance (ASU

2020

), intended to provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The amendments in this guidance are effective beginning on

March 12, 2020,

and the Company

may

elect to apply the amendments prospectively through

December 31, 2022.

The Company is currently evaluating the potential impact of this guidance on the Company’s financial statements and disclosures.

Special Note Regarding Smaller Reporting Company Status

Under SEC Release

10513;

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.