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Form 8-K

sec.gov

8-K — TWIN DISC INC

Accession: 0001437749-26-015030

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0000100378

SIC: 3560 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — twin20260501_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_954583.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: twin20260501_8k.htm · Sequence: 1

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false

0000100378

0000100378

2026-05-06

2026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported)  May 6, 2026

TWIN DISC, INCORPORATED

(exact name of registrant as specified in its charter)

Wisconsin

001-7635

39-0667110

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

222 East Erie Street, Suite 400                  Milwaukee, Wisconsin 53202

(Address of principal executive offices)

Registrant's telephone number, including area code:         (262) 638-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Item 2.02

Results of Operations and Financial Condition

Twin Disc, Incorporated (the “Company”) has reported its third quarter 2026 financial results. The Company's press release dated May 6, 2026 announcing the results is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

The information set forth in this Item 2.02 of Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01

Regulation FD Disclosure

The information set forth under Item 2.02 of this report is incorporated herein by reference solely for the purposes of this Item 7.01.

The information set forth in this Item 7.01 of Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

FORWARD LOOKING STATEMENTS

The disclosures in this report on Form 8-K and in the documents incorporated herein by reference contain or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company’s actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Certain risks regarding the Company’s forward-looking statement are discussed in the Company’s filings with the Securities and Exchange Commission, including an extensive discussion of these risks in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

EXHIBIT NUMBER

DESCRIPTION

99.1

Press Release announcing third quarter 2026 financial results.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 6, 2026

Twin Disc, Inc.

/s/ JEFFREY S. KNUTSON

Jeffrey S. Knutson

Vice President-Finance, Chief Financial Officer, Treasurer & Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_954583.htm · Sequence: 2

ex_954583.htm

Exhibit 99.1

Twin Disc Announces Third Quarter Results

MILWAUKEE, Wis., May 6, 2026 (GLOBE NEWSWIRE) -- Twin Disc, Inc. (NASDAQ: TWIN) today reported results for the third quarter ended March 27, 2026.

Fiscal Third Quarter 2026 Highlights

Sales increased 19.0% year-over-year to $96.7 million

Gross margin of 28.1%, expanded 134 basis points over prior year

Net income attributable to Twin Disc was $3.3 million and EBITDA* of $9.4 million

Delivered positive Operating Cash Flow of $5.3 million and Free Cash Flow* of $1.8 million during the quarter

Robust six-month backlog of $179.5 million supported by healthy ongoing demand

Continued momentum in defense, supporting Finland facility expansion to deliver long-term growth

CEO Perspective

“Our third quarter results marked the beginning of the strong second-half performance we anticipated. We delivered meaningful sales growth, margin expansion and improved free cash flow generation, driven by solid execution and healthy demand across our end markets. Marine and propulsion systems remained a key driver of both top- and bottom-line expansion, supported by continued demand for our Veth products,” commented John H. Batten, President and Chief Executive Officer of Twin Disc.

“Looking ahead, strong demand continues to support healthy order momentum and a growing, record backlog, including increased activity from our defense-related programs. At the same time, we remain focused on advancing internal initiatives that optimize our manufacturing footprint and support future growth, including relocating production to mitigate tariff exposure and adding capacity to support our expanding defense business. Together with improving profitability, these actions position Twin Disc well to capitalize efficiently on robust end market demand and drive long-term growth,” Mr. Batten concluded.

Third Quarter Results

Sales for the fiscal 2026 third quarter increased 19.0% year-over-year to $96.7 million, driven largely by strength in the Company’s Veth products in Marine and Propulsion Systems. On an organic basis*, which excludes the impacts of acquisitions and foreign currency exchange, fiscal third quarter 2026 sales increased 7.0% year-over-year.

Sales by product group (certain amounts have been reclassified from Marine and Propulsion to Other):

Product Group

(Thousands of $):

Q3 FY26 Sales

Q3 FY25 Sales

Change (%)

Marine and Propulsion Systems

$

59,146

$

49,297

20.0

%

Land-Based Transmissions

21,715

17,776

22.2

%

Industrial

11,215

9,734

15.2

%

Other

4,618

4,435

4.1

%

Total

$

96,684

$

81,242

19.0

%

Twin Disc delivered double-digit growth year-over-year in the North American region which drove a shift in the distribution of sales across geographical regions. A greater proportion of sales came from the North American region, with a lower proportion of sales coming from the Middle East and Asia Pacific.

Gross profit increased 25.0% to $27.1 million compared to $21.7 million for the third quarter of fiscal 2025. Third quarter gross margin increased approximately 134 basis points to 28.1% from the prior year period, reflecting the benefit of incremental volume and successful margin improvement initiatives.

Marketing, engineering and administrative (ME&A) expense increased by $1.5 million, or 7.6%, to $21.3 million, compared to $19.8 million in the prior year quarter. As a percentage of sales, ME&A expenses decreased by 230 basis points primarily driven by operational leverage, partially offset by the addition of Kobelt along with an inflationary impact on wages and benefits.

Net income attributable to Twin Disc for the third quarter of fiscal 2026 was $3.3 million, or $0.23 per diluted share, compared to net loss attributable to Twin Disc of ($1.5) million, or ($0.11) per diluted share for the third fiscal quarter of 2025. The year-over-year change was driven by an increase in operating income and a decrease in other expense of $2.8 million when compared to the prior year period. Earnings before interest, taxes, depreciation, and amortization (EBITDA) were $9.4 million in the third quarter, up 135.1% compared to the third quarter of fiscal 2025.

Certain items impacting EBITDA for the third quarter 2026 include:

(Thousands of $):

Q3 FY26

Q3 FY25

Restructuring

$

309

$

287

Non-cash stock based compensation

748

1,004

Acquisition costs

-

396

Currency translation (gain)/loss

(1,036

)

1,301

Non-cash defined benefit pension amortization

690

231

On a consolidated basis, the backlog of orders to be shipped over the next six months is approximately $179.5 million, compared to $175.3 million at the end of the second quarter. As a percentage of six-month backlog, inventory decreased from 93.1% at the end of the second quarter, to 89.3% at the end of the third quarter. Compared to the third fiscal quarter of 2025, cash decreased 0.8% to $16.1 million, total debt increased 10.5% to $45.1 million, and net debt* increased $4.4 million to $29.0 million. The increase was primarily attributable to higher long-term debt related to the Kobelt acquisition.

CFO Perspective

Jeffrey S. Knutson, Vice President of Finance, Chief Financial Officer, Treasurer and Secretary stated, “Our third quarter results reflected strong year-over-year sales growth, improved profitability and higher free cash flow generation. Margin performance benefited from incremental volumes and stronger operating execution, while free cash flow generation improved significantly from the prior-year period due to effective inventory management and enhanced profitability. Moving forward, we remain focused on disciplined execution across the business, efficient backlog conversion and continued working capital improvements as we progress closer toward our long-term targets.”

Discussion of Results

Twin Disc will host a conference call to discuss these results and to answer questions at 9:00 a.m. Eastern time on May 6, 2026. The live audio webcast will be available on Twin Disc’s website at https://ir.twindisc.com. To participate in the conference call, please dial (646) 307-1963 approximately ten minutes before the call is scheduled to begin. A replay of the webcast will be available at https://ir.twindisc.com shortly after the call until May 7, 2027.

About Twin Disc

Twin Disc, Inc. designs, manufactures, and sells marine and heavy-duty off-highway power transmission equipment. Products offered 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, control systems, and braking systems. The Company sells its products to customers primarily in the pleasure craft, commercial and military marine markets, as well as in the energy and natural resources, government, military 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. For more information, please visit www.twindisc.com.

Forward-Looking Statements

This press release may contain statements that are forward looking as defined by the Securities and Exchange Commission in its rules, regulations, and releases. The words “anticipates,” “believes,” “intends,” “estimates,” and “expects,” or similar anticipatory expressions, usually identify forward-looking statements. The Company intends that such forward-looking statements qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. All forward-looking statements are based on current expectations and are subject to certain risks and uncertainties that could cause actual results or outcomes to differ materially from current expectations. Such risks and uncertainties include the impact of general economic conditions and the cyclical nature of many of the Company’s product markets; foreign currency risks and other risks associated with the Company’s international sales and operations; the ability of the Company to successfully implement price increases to offset increasing commodity costs; the ability of the Company to generate sufficient cash to pay its indebtedness as it becomes due; and the possibility of unforeseen tax consequences and the impact of tax reform in the U.S. or other jurisdictions. These and other risks are described under the caption “Risk Factors” in Item 1A of the Company’s most recent Form 10-K filed with the Securities and Exchange Commission, as supplemented in subsequent periodic reports filed with the Securities and Exchange Commission. Accordingly, the making of such statements should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. The Company assumes no obligation, and disclaims any obligation, to publicly update or revise any forward-looking statements to reflect subsequent events, new information, or otherwise.

*Non-GAAP Financial Information

Financial information excluding the impact of asset impairments, restructuring charges, foreign currency exchange rate changes and the impact of acquisitions, if any, in this press release are not measures that are defined in U.S. Generally Accepted Accounting Principles (“GAAP”). These items are measures that management believes are important to adjust for in order to have a meaningful comparison to prior and future periods and to provide a basis for future projections and for estimating our earnings growth prospects. Non-GAAP measures are used by management as a performance measure to judge profitability of our business absent the impact of foreign currency exchange rate changes and acquisitions. Management analyzes the company’s business performance and trends excluding these amounts. These measures, as well as EBITDA, provide a more consistent view of performance than the closest GAAP equivalent for management and investors. Management compensates for this by using these measures in combination with the GAAP measures. The presentation of the non-GAAP measures in this press release are made alongside the most directly comparable GAAP measures.

Definitions

Organic net sales is defined as net sales excluding the recent acquisition of Kobelt while adjusting for the effects of foreign currency exchange.

Earnings before interest, taxes, depreciation, and amortization (EBITDA) is calculated as net earnings or loss excluding interest expense, the provision or benefit for income taxes, depreciation, and amortization expenses.

Net debt is calculated as total debt less cash.

Free cash flow is calculated as net cash provided (used) by operating activities less acquisition of fixed assets.

Investors:

Riveron

TwinDiscIR@Riveron.com

Source: Twin Disc, Incorporated

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

(In thousands, except per-share data; unaudited)

For the Quarter Ended

For the Three Quarters Ended

March 27, 2026

March 28, 2025

March 27, 2026

March 28, 2025

Net sales

$

96,694

$

81,242

$

266,870

$

244,060

Cost of goods sold

69,563

59,536

194,438

179,773

Cost of goods sold - other

-

-

-

1,579

Gross profit

27,131

21,706

72,432

62,708

Marketing, engineering and administrative expenses

21,255

19,759

62,607

58,166

Other operating income

54

-

(320

)

-

Income (loss) from operations

5,822

1,947

10,145

4,542

Other income (expense):

Interest expense

(790

)

(660

)

(2,363

)

(1,791

)

Other income (expense), net

363

(1,567

)

(1,118

)

(2,525

)

(427

)

(2,227

)

(3,481

)

(4,316

)

Income (loss) before income taxes and noncontrolling interest

5,395

(280

)

6,664

226

Income tax benefit (expense)

(1,839

)

(1,142

)

18,958

(3,320

)

Net income (loss)

3,556

(1,422

)

25,622

(3,094

)

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

231

50

444

223

Net income (loss) attributable to Twin Disc, Incorporated

$

3,325

$

(1,472

)

$

25,178

$

(3,317

)

Dividends per share

$

0.04

$

0.04

$

0.12

$

0.12

Earnings (loss) per share data:

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

$

0.23

$

(0.11

)

$

1.79

$

(0.24

)

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

$

0.23

$

(0.11

)

$

1.76

$

(0.24

)

Weighted average shares outstanding data:

Basic shares outstanding

14,198

13,895

14,095

13,841

Diluted shares outstanding

14,416

13,895

14,313

13,841

Comprehensive income (loss)

Net income (loss)

$

3,556

$

(1,422

)

$

25,622

$

(3,094

)

Benefit plan adjustments, net of income taxes of $146, $5, $146, and $3, respectively

477

201

1,749

(1,246

)

Foreign currency translation adjustment

(3,160

)

4,152

(4,562

)

74

Unrealized gain (loss) on hedges, net of income taxes of ($90), $0, ($83) and $0, respectively

294

(653

)

261

(360

)

Comprehensive income (loss)

1,167

2,278

23,070

(4,626

)

Less: Comprehensive income (loss) attributable to noncontrolling interest

211

82

482

340

Comprehensive income (loss) attributable to Twin Disc, Incorporated

$

956

$

2,196

$

22,588

$

(4,966

)

RECONCILIATION OF CONSOLIDATED NET INCOME (LOSS) TO EBITDA

(In thousands; unaudited)

For the Quarter Ended

For the Three Quarters Ended

March 27, 2026

March 28, 2025

March 27, 2026

March 28, 2025

Net income (loss) attributable to Twin Disc, Incorporated

$

3,326

$

(1,472

)

$

25,178

$

(3,317

)

Interest expense

790

660

2,363

1,791

Income tax expense

1,839

1,142

(18,958

)

3,320

Depreciation and amortization

3,425

3,659

10,225

10,194

Earnings before interest, taxes, depreciation and amortization (EBITDA)

$

9,380

$

3,989

$

18,808

$

11,988

RECONCILIATION OF TOTAL DEBT TO NET DEBT

(In thousands; unaudited)

March 27, 2026

March 28, 2025

Current maturities of long-term debt

$

3,000

$

2,000

Long-term debt

42,068

38,774

Total debt

45,068

40,774

Less cash

16,114

16,245

Net debt

$

28,954

$

24,529

RECONCILIATION OF REPORTED NET SALES TO ORGANIC NET SALES

(In thousands; unaudited)

For the Quarter Ended

March 27, 2026

March 28, 2025

Net Sales

$

96,694

$

81,242

Less: Acquisition

2,248

-

Less: Foreign Currency Impact

7,518

-

Organic Net Sales

$

86,928

$

81,242

RECONCILIATION OF NET CASH PROVIDED (USED) BY OPERATING

ACTIVITIES TO FREE CASH FLOW

(In thousands; unaudited)

For the Quarter Ended

March 27, 2026

March 28, 2025

Net cash provided (used) by operating activities

$

5,307

$

3,216

Acquisition of property, plant, and equipment

(3,556

)

(2,310

)

Free cash flow

$

1,751

$

906

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands; except share amounts, unaudited)

March 27, 2026

June 30, 2025

ASSETS

Current assets:

Cash

$

16,114

$

16,109

Trade accounts receivable, net

64,079

58,941

Inventories, net

160,331

151,951

Other current assets

19,900

19,914

Total current assets

260,424

246,915

Property, plant and equipment, net

70,015

69,576

Right-of-use assets operating lease assets

15,613

17,250

Goodwill

2,833

2,892

Intangible assets, net

12,657

13,361

Deferred income taxes

27,248

2,812

Other noncurrent assets

2,229

2,756

Total assets

$

391,019

$

355,562

LIABILITIES AND EQUITY

Current liabilities:

Current maturities of long-term debt

$

3,000

$

3,000

Current maturities of right-of-use operating lease obligations

3,661

3,393

Accounts payable

36,534

38,745

Accrued liabilities

81,132

80,655

Total current liabilities

124,327

125,793

Long-term debt

42,068

28,446

Right-of-use lease obligations

12,442

14,357

Accrued retirement benefits

11,602

11,832

Deferred income taxes

5,427

4,320

Other long-term liabilities

8,627

6,423

Total liabilities

204,493

191,171

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

38,886

42,269

Retained earnings

148,875

125,414

Accumulated other comprehensive income (loss)

1,140

3,730

188,901

171,413

Less treasury stock, at cost (209,975 and 482,181 shares, respectively)

3,237

7,402

Total Twin Disc, Incorporated shareholders' equity

185,664

164,011

Noncontrolling interest

862

380

Total equity

186,526

164,391

Total liabilities and equity

$

391,019

$

355,562

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands; unaudited)

For the Three Quarters Ended

March 27, 2026

March 28, 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$

25,622

$

(3,094

)

Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:

Depreciation and amortization

10,225

10,194

Gain on sale of assets

(200

)

(72

)

Loss on write-down of industrial product inventory

-

1,579

Provision for deferred income taxes

(23,107

)

(790

)

Stock compensation expense and other non-cash changes, net

2,673

3,124

Net change in operating assets and liabilities

(12,876

)

(3,410

)

Net cash provided (used) by operating activities

2,337

7,531

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of property, plant, and equipment

(10,306

)

(7,452

)

Acquisition of Kobelt, less cash acquired

-

(16,346

)

Proceeds from sale of property, plant, and equipment

228

102

Other, net

(82

)

(274

)

Net cash provided (used) by investing activities

(10,160

)

(23,970

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings under long-term debt agreement

-

6,500

Borrowings under revolving loan arrangements

91,397

95,727

Repayments of revolving loan arrangements

(75,847

)

(86,434

)

Repayments of other long-term debt

(1,500

)

(1,000

)

Dividends paid to shareholders

(1,717

)

(1,702

)

Payments of finance lease obligations

(1,008

)

(1,646

)

Cash used in net share settlement of restricted stock units

(11

)

-

Payments of withholding taxes on stock compensation

(1,675

)

(1,256

)

Net cash provided (used) by financing activities

9,639

10,189

Effect of exchange rate changes on cash

(1,811

)

2,425

Net change in cash

5

(3,825

)

Cash:

Beginning of period

16,109

20,070

End of period

$

16,114

$

16,245

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v3.26.1

Document And Entity Information

May 06, 2026

Document Information [Line Items]

Entity, Registrant Name

TWIN DISC, INCORPORATED

Document, Type

8-K

Document, Period End Date

May 06, 2026

Entity, Incorporation, State or Country Code

WI

Entity, File Number

001-7635

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

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false

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Section 425

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