Wisconsin |
001-01373 |
39-0482000 |
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
1500 DeKoven Avenue, Racine, Wisconsin
|
53403
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code:
|
(262) 636-1200
|
(Former name or former address, if changed since last report.)
|
N/A
|
☐ |
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.625 par value
|
MOD
|
New York Stock Exchange
|
Item 2.02 |
Results of Operations and Financial Condition
|
Item 9.01 |
Financial Statements and Exhibits
|
(d)
|
Exhibits
|
Press Release dated February 1, 2023 announcing the results of operations and financial condition for the third quarter ended
December 31, 2022.
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL)
|
|
Modine Manufacturing Company
|
|
|
By: /s/ Neil D. Brinker
|
|
Neil D. Brinker
|
|
President and Chief Executive Officer
|
|
|
|
Date: February 1, 2023
|
FOR IMMEDIATE RELEASE
|
NEWS RELEASE
|
|
• |
Net sales of $560.0 million, increased 12 percent from the prior year
|
|
• |
Operating income of $39.5 million, decreased $39.9 million from the prior year, due to a significant impairment reversal recorded in the prior year
|
|
• |
Adjusted EBITDA of $53.3 million, increased $14.0 million or 36 percent, from the prior year
|
|
• |
Earnings per share of $0.46, compared to $1.41 in the prior year, and adjusted earnings per share of $0.48, compared to $0.31 in the prior year
|
|
• |
80/20 focus continues to drive significant margin improvement and increased sales
|
|
• |
Climate Solutions segment sales were $248.6 million, compared with $227.3 million one year ago, an increase of 9 percent. On a constant currency basis, sales increased 15 percent from the prior year. This increase was driven by higher sales of data center cooling, heat transfer and HVAC and refrigeration products. The segment reported gross margin of 22.0
percent, which was 360 basis points higher than the prior year, primarily due to higher sales volume and improved operating efficiencies. The segment reported operating income of $30.2 million, an 80 percent increase from the prior year.
Adjusted EBITDA was $35.4 million, an increase of $11.5 million, or 48 percent, from the prior year.
|
|
• |
Performance Technologies segment sales were $317.8 million, compared with $282.0 million one year ago, an increase of 13 percent. On a constant currency basis, sales increased 19 percent. This
increase primarily resulted from higher sales across all product groups as well as favorable commercial pricing. The segment reported gross margin of 13.5 percent, up 180 basis points from the prior year. This margin improvement was
primarily driven by higher sales volume and favorable commercial pricing. This was partially offset by ongoing inflationary pressures, including higher labor and overhead costs, as compared to the prior year. The segment reported operating
income of $17.4 million, a $48.7 million decrease compared to the prior year, primarily due to the absence of the significant impairment reversal related to the liquid-cooled automotive business in the prior year. Adjusted EBITDA was $25.6
million, an increase of $8.3 million, or 48 percent, from the prior year.
|
Fiscal 2023
|
Current Outlook
|
Net Sales
|
+ 6% to 12%
|
Adjusted EBITDA
|
$190 to $200 million
|
Three months ended December 31,
|
Nine months ended December 31,
|
|||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Net sales
|
$
|
560.0
|
$
|
502.2
|
$
|
1,679.8
|
$
|
1,475.7
|
||||||||
Cost of sales
|
462.4
|
427.6
|
1,402.6
|
1,261.6
|
||||||||||||
Gross profit
|
97.6
|
74.6
|
277.2
|
214.1
|
||||||||||||
Selling, general & administrative expenses
|
58.0
|
50.3
|
173.1
|
161.6
|
||||||||||||
Restructuring expenses
|
0.1
|
2.1
|
2.2
|
3.0
|
||||||||||||
Impairment charges (reversals) – net
|
-
|
(57.2
|
)
|
-
|
(55.7
|
)
|
||||||||||
Loss on sale of assets
|
-
|
-
|
-
|
6.6
|
||||||||||||
Operating income
|
39.5
|
79.4
|
101.9
|
98.6
|
||||||||||||
Interest expense
|
(5.9
|
)
|
(3.8
|
)
|
(14.7
|
)
|
(11.8
|
)
|
||||||||
Other expense – net
|
(0.4
|
)
|
(1.1
|
)
|
(4.1
|
)
|
(1.6
|
)
|
||||||||
Earnings before income taxes
|
33.2
|
74.5
|
83.1
|
85.2
|
||||||||||||
Provision for income taxes
|
(8.5
|
)
|
(0.1
|
)
|
(19.8
|
)
|
(7.4
|
)
|
||||||||
Net earnings
|
24.7
|
74.4
|
63.3
|
77.8
|
||||||||||||
Net earnings attributable to noncontrolling interest
|
(0.2
|
)
|
(0.3
|
)
|
(0.1
|
)
|
(1.0
|
)
|
||||||||
Net earnings attributable to Modine
|
$
|
24.5
|
$
|
74.1
|
$
|
63.2
|
$
|
76.8
|
||||||||
Net earnings per share attributable to Modine shareholders – diluted
|
$
|
0.46
|
$
|
1.41
|
$
|
1.20
|
$
|
1.46
|
||||||||
Weighted-average shares outstanding – diluted
|
52.9
|
52.4
|
52.7
|
52.5
|
December 31, 2022
|
March 31, 2022
|
|||||||
Assets
|
||||||||
Cash and cash equivalents
|
$
|
82.2
|
$
|
45.2
|
||||
Trade receivables
|
347.4
|
367.5
|
||||||
Inventories
|
313.6
|
281.2
|
||||||
Other current assets
|
64.6
|
63.7
|
||||||
Total current assets
|
807.8
|
757.6
|
||||||
Property, plant and equipment – net
|
301.0
|
315.4
|
||||||
Intangible assets – net
|
82.8
|
90.3
|
||||||
Goodwill
|
164.8
|
168.1
|
||||||
Deferred income taxes
|
25.6
|
27.2
|
||||||
Other noncurrent assets
|
65.0
|
68.4
|
||||||
Total assets
|
$
|
1,447.0
|
$
|
1,427.0
|
||||
Liabilities and shareholders’ equity
|
||||||||
Debt due within one year
|
$
|
30.9
|
$
|
29.4
|
||||
Accounts payable
|
302.2
|
325.8
|
||||||
Other current liabilities
|
132.8
|
139.3
|
||||||
Total current liabilities
|
465.9
|
494.5
|
||||||
Long-term debt
|
358.9
|
348.4
|
||||||
Other noncurrent liabilities
|
120.7
|
126.0
|
||||||
Total liabilities
|
945.5
|
968.9
|
||||||
Total equity
|
501.5
|
458.1
|
||||||
Total liabilities & equity
|
$
|
1,447.0
|
$
|
1,427.0
|
Nine months ended December 31,
|
||||||||
2022
|
2021
|
|||||||
Cash flows from operating activities:
|
||||||||
Net earnings
|
$
|
63.3
|
$
|
77.8
|
||||
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
40.7
|
40.4
|
||||||
Impairment charges (reversals) – net
|
-
|
(55.7
|
)
|
|||||
Loss on sale of assets
|
-
|
6.6
|
||||||
Stock-based compensation expense
|
5.0
|
4.7
|
||||||
Deferred income taxes
|
(0.9
|
)
|
(4.7
|
)
|
||||
Other – net
|
4.0
|
2.0
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Trade accounts receivable
|
5.4
|
5.8
|
||||||
Inventories
|
(40.0
|
)
|
(66.6
|
)
|
||||
Accounts payable
|
(9.3
|
)
|
24.9
|
|||||
Other assets and liabilities
|
(0.3
|
)
|
(27.8
|
)
|
||||
Net cash provided by operating activities
|
67.9
|
7.4
|
||||||
Cash flows from investing activities:
|
||||||||
Expenditures for property, plant and equipment
|
(35.2
|
)
|
(30.7
|
)
|
||||
Proceeds from (payments for) disposition of assets
|
0.1
|
(7.6
|
)
|
|||||
Other – net
|
(0.1
|
)
|
(3.4
|
)
|
||||
Net cash used for investing activities
|
(35.2
|
)
|
(41.7
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Net increase in debt
|
12.0
|
51.7
|
||||||
Other – net
|
(4.6
|
)
|
(1.5
|
)
|
||||
Net cash provided by financing activities
|
7.4
|
50.2
|
||||||
Effect of exchange rate changes on cash
|
(3.1
|
)
|
(0.7
|
)
|
||||
Net increase in cash, cash equivalents and restricted cash
|
37.0
|
15.2
|
||||||
Cash, cash equivalents and restricted cash - beginning of period
|
45.4
|
46.1
|
||||||
Cash, cash equivalents and restricted cash - end of period
|
$
|
82.4
|
$
|
61.3
|
Three months ended December 31,
|
Nine months ended December 31,
|
|||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Net sales:
|
||||||||||||||||
Climate Solutions
|
$
|
248.6
|
$
|
227.3
|
$
|
748.9
|
$
|
651.0
|
||||||||
Performance Technologies
|
317.8
|
282.0
|
952.1
|
849.9
|
||||||||||||
Segment total
|
566.4
|
509.3
|
1,701.0
|
1,500.9
|
||||||||||||
Corporate and eliminations
|
(6.4
|
)
|
(7.1
|
)
|
(21.2
|
)
|
(25.2
|
)
|
||||||||
Net sales
|
$
|
560.0
|
$
|
502.2
|
$
|
1,679.8
|
$
|
1,475.7
|
Three months ended December 31,
|
Nine months ended December 31,
|
|||||||||||||||||||||||||||||||
|
2022
|
2021
|
2022
|
2021
|
||||||||||||||||||||||||||||
Gross profit:
|
$’s
|
% of sales
|
$’s
|
% of sales
|
$’s
|
% of sales
|
$’s
|
% of sales
|
||||||||||||||||||||||||
Climate Solutions
|
$
|
54.8
|
22.0
|
%
|
$
|
41.9
|
18.4
|
%
|
$
|
162.5
|
21.7
|
%
|
$
|
110.4
|
17.0
|
%
|
||||||||||||||||
Performance Technologies
|
43.0
|
13.5
|
%
|
32.9
|
11.7
|
%
|
115.2
|
12.1
|
%
|
102.6
|
12.1
|
%
|
||||||||||||||||||||
Segment total
|
97.8
|
17.3
|
%
|
74.8
|
14.7
|
%
|
277.7
|
16.3
|
%
|
213.0
|
14.2
|
%
|
||||||||||||||||||||
Corporate and eliminations
|
(0.2
|
)
|
-
|
(0.2
|
)
|
-
|
(0.5
|
)
|
-
|
1.1
|
-
|
|||||||||||||||||||||
Gross profit
|
$
|
97.6
|
17.4
|
%
|
$
|
74.6
|
14.9
|
%
|
$
|
277.2
|
16.5
|
%
|
$
|
214.1
|
14.5
|
%
|
Three months ended December 31,
|
Nine months ended December 31,
|
|||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Operating income:
|
||||||||||||||||
Climate Solutions
|
$
|
30.2
|
$
|
16.8
|
$
|
89.9
|
$
|
41.4
|
||||||||
Performance Technologies
|
17.4
|
66.1
|
41.1
|
83.9
|
||||||||||||
Segment total
|
47.6
|
82.9
|
131.0
|
125.3
|
||||||||||||
Corporate and eliminations
|
(8.1
|
)
|
(3.5
|
)
|
(29.1
|
)
|
(26.7
|
)
|
||||||||
Operating income
|
$
|
39.5
|
$
|
79.4
|
$
|
101.9
|
$
|
98.6
|
Three months ended December 31,
|
Nine months ended December 31,
|
|||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Net earnings
|
$
|
24.7
|
$
|
74.4
|
$
|
63.3
|
$
|
77.8
|
||||||||
Interest expense
|
5.9
|
3.8
|
14.7
|
11.8
|
||||||||||||
Provision for income taxes
|
8.5
|
0.1
|
19.8
|
7.4
|
||||||||||||
Depreciation and amortization expense
|
13.4
|
13.8
|
40.7
|
40.4
|
||||||||||||
Other expense – net
|
0.4
|
1.1
|
4.1
|
1.6
|
||||||||||||
Restructuring expenses (a)
|
0.1
|
2.1
|
2.2
|
3.0
|
||||||||||||
Impairment charges (reversals) – net (b)
|
-
|
(57.2
|
)
|
-
|
(55.7
|
)
|
||||||||||
Loss on sale of assets (c)
|
-
|
-
|
-
|
6.6
|
||||||||||||
Environmental charges (d)
|
0.3
|
-
|
1.8
|
3.6
|
||||||||||||
Strategic reorganization and automotive exit costs (e)
|
-
|
1.2
|
-
|
5.6
|
||||||||||||
Adjusted EBITDA
|
$
|
53.3
|
$
|
39.3
|
$
|
146.6
|
$
|
102.1
|
||||||||
Net earnings per share attributable to Modine shareholders - diluted
|
$
|
0.46
|
$
|
1.41
|
$
|
1.20
|
$
|
1.46
|
||||||||
Restructuring expenses (a)
|
-
|
0.04
|
0.04
|
0.05
|
||||||||||||
Impairment charges (reversals) – net (b)
|
-
|
(1.01
|
)
|
-
|
(0.94
|
)
|
||||||||||
Loss on sale of assets (c)
|
-
|
-
|
-
|
0.13
|
||||||||||||
Environmental charges (d)
|
0.01
|
-
|
0.03
|
0.07
|
||||||||||||
Strategic reorganization and automotive exit costs (e)
|
-
|
0.03
|
-
|
0.11
|
||||||||||||
Debt amendment costs (f)
|
0.01
|
-
|
0.01
|
-
|
||||||||||||
Tax valuation allowances (g)
|
-
|
(0.16
|
)
|
-
|
(0.22
|
)
|
||||||||||
Adjusted earnings per share
|
$
|
0.48
|
$
|
0.31
|
$
|
1.28
|
$
|
0.66
|
(a) |
Restructuring expenses primarily consist of employee severance expenses related to targeted headcount reductions and equipment transfer costs. The tax benefit related to restructuring expenses
during both the first nine months of fiscal 2023 and fiscal 2022 was $0.3 million.
|
(b) |
The net impairment reversals during fiscal 2022 primarily relate to the Company’s liquid-cooled automotive business. During the third quarter of fiscal 2022, the Company and the prospective buyer
terminated an agreement for the sale of the business and the Company remeasured its previously impaired long-lived assets to the lower of (i) carrying value, had held for sale classification never been met, or (ii) fair value. As a result,
the Company recorded a $57.2 million impairment reversal during the third quarter of fiscal 2022. On a year-to-date basis, this impairment reversal was partially offset by net impairment charges related to assets held for sale. The tax
charges related to the net impairment reversals during the third quarter and first nine months of fiscal 2022 were $4.3 million and $6.1 million, respectively.
|
(c) |
The Company’s sale of its air-cooled automotive business in Austria closed on April 30, 2021. As a result of the sale, the Company recorded a $6.6 million loss on sale at Corporate during the
first quarter of fiscal 2022. There was no tax impact associated with this transaction.
|
(d) |
Environmental charges, including related legal costs, are recorded as SG&A expenses at Corporate and relate to a previously-owned U.S. manufacturing facility.
|
(e) |
The fiscal 2022 amounts include costs recorded at Corporate associated with the Company’s strategic reorganization and automotive exit strategy. During the first nine months of fiscal 2022, the
Company recorded SG&A expenses totaling $3.1 million related to recruiting new senior management and the Company’s implementation of 80/20. In addition, the Company recorded $2.5 million of costs associated with its review of strategic
alternatives for its automotive businesses, including costs to prepare the businesses for sale. These costs were primarily recorded as SG&A expenses and consisted of accounting, legal, and IT professional services. There were no tax
benefits related to the strategic reorganization or automotive exit strategy costs during the first nine months of fiscal 2022.
|
(f) |
In October 2022, the Company amended and extended its primary debt agreement in the U.S. that provides for a five-year revolving credit facility and term loans. In connection with the credit
agreement modification, the Company recorded $0.7 million of costs as interest expense during the third quarter of fiscal 2023. There was no tax benefit associated with these costs.
|
(g) |
During fiscal 2022, the Company reversed valuation allowances on deferred tax assets in Italy, China, and the Netherlands. These reversals were partially offset by a valuation allowance
established on other deferred tax assets in China. As a result, the Company recorded net income tax benefits totaling $8.2 million and $11.4 million during the three and nine months ended December 31, 2021, respectively.
|
Three months ended December 31, 2022
|
Three months ended December 31, 2021
|
|||||||||||||||||||||||||||||||
Climate
Solutions
|
Performance
Technologies
|
Corporate and
eliminations
|
Total
|
Climate
Solutions
|
Performance
Technologies
|
Corporate and
eliminations
|
Total
|
|||||||||||||||||||||||||
Operating income
|
$
|
30.2
|
$
|
17.4
|
$
|
(8.1
|
)
|
$
|
39.5
|
$
|
16.8
|
$
|
66.1
|
$
|
(3.5
|
)
|
$
|
79.4
|
||||||||||||||
Depreciation and amortization expense
|
5.2
|
8.1
|
0.1
|
13.4
|
5.6
|
7.8
|
0.4
|
13.8
|
||||||||||||||||||||||||
Restructuring expenses (a)
|
-
|
0.1
|
-
|
0.1
|
1.5
|
0.6
|
-
|
2.1
|
||||||||||||||||||||||||
Impairment charges (reversals) - net (a)
|
-
|
-
|
-
|
-
|
-
|
(57.2
|
)
|
-
|
(57.2
|
)
|
||||||||||||||||||||||
Environmental charges (a)
|
-
|
-
|
0.3
|
0.3
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Strategic reorganization and automotive
exit costs (a)
|
-
|
-
|
-
|
-
|
-
|
-
|
1.2
|
1.2
|
||||||||||||||||||||||||
Adjusted EBITDA
|
$
|
35.4
|
$
|
25.6
|
$
|
(7.7
|
)
|
$
|
53.3
|
$
|
23.9
|
$
|
17.3
|
$
|
(1.9
|
)
|
$
|
39.3
|
||||||||||||||
Net sales
|
$
|
248.6
|
$
|
317.8
|
$
|
(6.4
|
)
|
$
|
560.0
|
$
|
227.3
|
$
|
282.0
|
$
|
(7.1
|
)
|
$
|
502.2
|
||||||||||||||
Adjusted EBITDA margin
|
14.2
|
%
|
8.1
|
%
|
9.5
|
%
|
10.5
|
%
|
6.1
|
%
|
7.8
|
%
|
Nine months ended December 31, 2022
|
Nine months ended December 31, 2021
|
|||||||||||||||||||||||||||||||
Climate
Solutions
|
Performance
Technologies
|
Corporate and
eliminations
|
Total
|
Climate
Solutions
|
Performance
Technologies
|
Corporate and
eliminations
|
Total
|
|||||||||||||||||||||||||
Operating income
|
$
|
89.9
|
$
|
41.1
|
$
|
(29.1
|
)
|
$
|
101.9
|
$
|
41.4
|
$
|
83.9
|
$
|
(26.7
|
)
|
$
|
98.6
|
||||||||||||||
Depreciation and amortization expense
|
16.0
|
23.9
|
0.8
|
40.7
|
17.4
|
21.9
|
1.1
|
40.4
|
||||||||||||||||||||||||
Restructuring expenses (a)
|
0.3
|
1.9
|
-
|
2.2
|
1.7
|
1.3
|
-
|
3.0
|
||||||||||||||||||||||||
Impairment charges (reversals) – net (a)
|
-
|
-
|
-
|
-
|
0.3
|
(56.0
|
)
|
-
|
(55.7
|
)
|
||||||||||||||||||||||
Loss on sale of assets (a)
|
-
|
-
|
-
|
-
|
-
|
-
|
6.6
|
6.6
|
||||||||||||||||||||||||
Environmental charges (a)
|
-
|
-
|
1.8
|
1.8
|
-
|
-
|
3.6
|
3.6
|
||||||||||||||||||||||||
Strategic reorganization and automotive
exit costs (a)
|
-
|
-
|
-
|
-
|
-
|
-
|
5.6
|
5.6
|
||||||||||||||||||||||||
Adjusted EBITDA
|
$
|
106.2
|
$
|
66.9
|
$
|
(26.5
|
)
|
$
|
146.6
|
$
|
60.8
|
$
|
51.1
|
$
|
(9.8
|
)
|
$
|
102.1
|
||||||||||||||
Net sales
|
$
|
748.9
|
$
|
952.1
|
$
|
(21.2
|
)
|
$
|
1,679.8
|
$
|
651.0
|
$
|
849.9
|
$
|
(25.2
|
)
|
$
|
1,475.7
|
||||||||||||||
Adjusted EBITDA margin
|
14.2
|
%
|
7.0
|
%
|
8.7
|
%
|
9.3
|
%
|
6.0
|
%
|
6.9
|
%
|
(a) |
See the Adjusted EBITDA reconciliation on the previous page for information on restructuring expenses and other adjustments.
|
December 31, 2022
|
March 31, 2022
|
|||||||
Debt due within one year
|
$
|
30.9
|
$
|
29.4
|
||||
Long-term debt
|
358.9
|
348.4
|
||||||
Total debt
|
389.8
|
377.8
|
||||||
Less: cash and cash equivalents
|
82.2
|
45.2
|
||||||
Net debt
|
$
|
307.6
|
$
|
332.6
|
Three months ended December 31,
|
Nine months ended December 31,
|
|||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Net cash provided by operating activities
|
$
|
11.8
|
$
|
26.4
|
$
|
67.9
|
$
|
7.4
|
||||||||
Expenditures for property, plant and equipment
|
(12.2
|
)
|
(10.3
|
)
|
(35.2
|
)
|
(30.7
|
)
|
||||||||
Free cash flow
|
$
|
(0.4
|
)
|
$
|
16.1
|
$
|
32.7
|
$
|
(23.3
|
)
|
Three months ended December 31,
|
||||||||||||||||
2022
|
2021
|
|||||||||||||||
Net Sales
|
Effect of Exchange Rate
Changes
|
Net Sales -
Constant Currency
|
Net Sales
|
|||||||||||||
Climate Solutions
|
$
|
248.6
|
$
|
13.7
|
$
|
262.3
|
$
|
227.3
|
||||||||
Performance Technologies
|
317.8
|
16.5
|
334.3
|
282.0
|
||||||||||||
Segment total
|
566.4
|
30.2
|
596.6
|
509.3
|
||||||||||||
Corporate and eliminations
|
(6.4
|
)
|
-
|
(6.4
|
)
|
(7.1
|
)
|
|||||||||
Net sales
|
$
|
560.0
|
$
|
30.2
|
$
|
590.2
|
$
|
502.2
|