Good morning everyone and welcome to the Modine Manufacturing Company's Third Quarter Fiscal 2023 Earnings Conference Call. As a reminder, this call is being recorded. I will now hand it over to your host, Ms. Kathy Powers, Vice President, Treasurer and Investor Relations. Please proceed.

Good morning and thank you for joining our conference call to discuss Modine's third quarter fiscal 2023 results. I'm joined on this call by Neil Brinker, our President and Chief Executive Officer; and Mick Lucareli, our Executive Vice President and Chief Financial Officer. We will be using slides for today's presentation which can be accessed either through the webcast link or by accessing the PDF file posted on the Investor Relations section of our website, modine.com. On Slide 3 is our notice regarding forward-looking statements. This call will contain forward-looking statements as outlined in our earnings release as well as in our company's filings with the Securities and Exchange Commission. With that, it is my pleasure to turn the call over to Neil.

Thank you, Kathy and good morning, everyone. I'm pleased to announce another strong quarter with sales up 12% and adjusted EBITDA up 36% from the prior year. Mick will go through our financial results in more detail. But before that, I would like to provide an update on our transformation, focusing specifically on our 80/20 activities as we make progress towards our strategic goals. It was actually on this call 2 years ago, my first with the company that we began outlining our vision for the new Modine and the role that 80/20 would play. The initial steps were to simplify and segment the organization and align the teams around specific strategies for each market vertical. Once those steps were complete, our leaders began creating a high-performance culture driven by prioritizing and focusing our resources on our best returning opportunities. All of these activities were done in preparation for driving focused and sustainable growth. As I mentioned last quarter, the Climate Solutions segment was the first to launch 80/20 and is well along in its journey. The best example of this is in data centers which was the initial pilot for our 80/20 initiatives. Fast forward to where we are today and we couldn't be happier with our progress. We stood up the data center organization and immediately began expanding our manufacturing capability to bring our existing products to new markets. Our new chiller plant in Virginia is now up and running and we have shipped our first products off the production line early last quarter. This is an important step for us as it allows us to be a full system supplier of data center products in North America with local production capabilities. In addition, throughout the Climate Solutions segment, we are sharpening our commercial acumen by identifying and developing relationships with our top sales prospects and by providing our best customers with exceptional service in order to strengthen existing relationships and drive brand loyalty. We are strengthening our distribution model and simplifying our product offerings through SKU reduction for better focus. All this is leading to improvements across our business. Our segment adjusted EBITDA margin this quarter of 14.2% is more than 300 basis points better than last year and its run rate is tracking well towards the 2-year target range set at our Investor Day this past June. Our Heat Transfer Products Group was a large contributor to this improvement. This team has simplified their business by reducing SKUs and fine-tuning their pricing model. Given the level of improvement in this business, they are now focusing on growth in key markets, particularly within the European heat pump market where we will be increasing manufacturing capability. The rapid adoption of heat pump technology in Europe is providing a clear tailwind for this business. This glimpse in areas of the business where 80/20 is furthest along, demonstrates the effectiveness of our initiatives and the impact they're having. It is also a positive indicator for areas of the business that are in early innings of the 80/20 process. While I'm very pleased with the traction and the rate of improvement within our Climate Solutions segment, we are far from done. We will continue to drive 80/20 throughout the organization beyond the commercial team through the supply chain and to the factory floor in order to improve our efficiency and further simplify our business. We are creating focus factories with incremental capability and capacity created by eliminating low-margin product lines. In addition, we are also returning to new product development, filling our gaps or improving technologies where warranted. Please turn to Slide 5. In our Performance Technologies segment, we formally launched 80/20 in the latter part of 2022 and we are well along the way in training the workforce. We have our leadership team in place and we are working through the segmentation process. Although most of our contracts in the Performance Technologies segment allow us to pass through metal prices, we have generally not been allowed to pass through increases in other costs, which have hurt our margins over the past several quarters. We have started to make major gains in this area, however, and have reached agreements with several key customers. This has led to incremental improvements in EBITDA margins over the past 2 quarters. Our product groups in this segment have a clear understanding of their priorities. In our Advanced Solutions Group which includes our EV systems business, we continue to build our order book with one additional production order during the quarter in the last mile delivery space, increasing our peak annual revenue estimate to nearly $140 million. In our liquid cool business, we are moving in the right direction, identifying the strategic initiatives with a keen focus on improving the efficiency of operations and those plants that are not currently meeting our expectations. Our air cool business has the heaviest lift ahead and has a number of key initiatives underway. One major area of focus has been the genset market where we are building a strong book of business that will help us reach our financial targets. The key here is prioritization using 80/20 to capture the greatest opportunities. I have tremendous faith in this team. They have negotiated key commercial improvements. They are rationalizing product lines and reducing complexity. They are improving their cost structure by relentlessly focusing on supply chain optimization and they are introducing quoting filters to ensure that new programs meet our financial criteria. We are already seeing the improvements in their results and expect to see incremental benefits from our 80/20 actions in fiscal year '24. None of this is easy. In fact, it's quite difficult, but it is a critical step in our transformation of our business and hitting our financial targets. I'm optimistic that we will finish our fiscal year on a strong note. Now I'd like to turn the call over to Mick, who will review our results for the quarter and provide segment financial updates.

Thanks, Neil and good morning, everyone. Please turn to Slide 6 to review the segment results. Climate Solutions had another exceptional quarter with higher sales volume and excellent earnings growth. Revenue was up 9% over the prior year and up 15% on a constant currency basis. Data center sales were up 68% or $16 million on strong demand from our North American customers. As Neil mentioned, we shipped our first chillers in the North American market this quarter. HVAC and our sales were up 3% or $2 million, driven by higher sales of indoor air quality products to the school market and increased sales of commercial refrigeration coolers. This was partially offset by some weakness in the heating market and 80/20 product rationalization. Sales of heat transfer products increased 2% or $3 million from the prior year. There was modest growth across our global markets for coil products, but we're seeing some softening in demand from residential HVAC customers. Adjusted EBITDA increased 48%, including a 370 basis point margin improvement to 14.2%. Earnings and margin improvements were primarily driven by higher sales volume and benefits from our 80/20 initiatives. The Climate Solutions segment is far along in its 80/20 journey and we are clearly seeing the anticipated margin improvement. In Q4, we expect data center and HVAC in our markets to remain strong but anticipate ongoing weakness in the heating market and lower sales of heat transfer products. Please turn to Slide 7. Performance Technologies also had a strong quarter with sales up 13% or $36 million. Revenue was up 19% on a constant currency basis, benefiting from volume growth in all product groups, along with improved commercial pricing. Advanced Solutions sales were up 17% or $5 million with continued growth in our electric vehicle product sales. Liquid cooled product sales increased 10% or $11 million due to solid growth in North American and European commercial vehicle sales, partially offset by softness in Asia tied to COVID-related shutdowns in China. Lastly, air cooled product sales increased 15% or $21 million, primarily due to strong demand in the off-highway and commercial vehicle markets. Adjusted EBITDA increased 48%, resulting in an 8.1% margin and a 200 basis point improvement. As anticipated, we experienced a small positive net impact of material costs this quarter. Aluminum and copper have been trending lower. However, stainless steel prices have been increasing to partially offset that favorability. SG&A was higher than the prior year but declined 30 basis points as a percentage of sales. As Neil discussed, the Performance Technologies segment is still in the early stages of its 80/20 journey but progressing very well. Adjusting our commercial agreements to better recover cost is key to margin improvement and the team's progress is evident in our results this quarter. We continue to see strength in most of our end markets and expect further gains in both revenue and earnings in our fourth quarter. Now let's review the total company results. Please turn to Slide 8. Third quarter sales were up 12% or $58 million, driven by gains in both Performance Technologies and Climate Solutions. Revenue was up 18%, excluding a negative FX impact of $30 million. In the quarter, the main revenue driver was a higher volume of approximately $74 million, resulting in a volume growth rate of 15%. Gross margin improved 250 basis points due to the higher volume and pricing, partially offset by the net impact of other inflationary cost increases. SG&A increased by $8 million from the prior year, primarily due to higher employee compensation-related expenses, professional fees, and certain variable costs. As a reminder, last year's operating income was higher due to a large reversal of previous asset impairment charges related to auto divestiture activities in prior years. I'm happy to report that adjusted EBITDA increased 36% or $14 million. This represents a 170 basis point improvement and the fourth consecutive quarter of year-over-year margin improvement. Adjusted earnings per share of $0.48 was $0.17 or 55% above the prior year. Now moving to cash flow metrics. Please turn to Slide 9. Free cash flow was relatively flat in the third quarter. Working capital remains somewhat elevated as we are working through global supply chain challenges. Year-to-date free cash flow is at $33 million. This includes the negative impact of $13 million of cash payments, primarily for restructuring activities, including the European headcount reductions announced last year. During the quarter, we repurchased 100,000 shares for a total of 300,000 shares on a year-to-date basis. Net debt of $308 million was slightly higher than the last quarter end, partially due to a negative FX impact. Our cash balance was $82 million with a leverage ratio of 1.6 which improved slightly from last quarter. As we look to Q4, we expect stronger free cash flow mostly due to reduced working capital. Now let's turn to Slide 10 for our fiscal '23 outlook. We are confirming our outlook for fiscal '23 revenue growth at 6% to 12% despite the negative impact of foreign exchange has had this year. We have slightly reduced the sales outlook in HVAC&R and tightened the range for heat transfer products, mostly due to some weakness in heating products and coils that are sold into the residential market. In addition, we slightly lowered the high end of the ranges for sales of liquid and air cooled products. We are also holding our outlook for fiscal '23 adjusted EBITDA to be in the range of $190 million to $200 million, representing an increase of 20% to 26% versus the prior year. As we look to Q4, we'll have difficult comparables in Climate Solutions. In particular, the year-ago period had extremely high sales and margins in heating and coil products. Given that we raised our guidance last quarter and the current economic uncertainty, we're taking a relatively conservative stance on the next quarter. That said and based on our year-to-date results, we are clearly trending towards the high end of our guidance range. To wrap up, we're pleased with the third quarter results and our business leaders continue to execute on planned improvements. We remain on track with our transformation and progress towards our long-term margin targets presented in our Investor Day last June.

Our first question comes from Matt Summerville with D.A. Davidson.

This is Will Jellison on for Matt Summerville today. I wanted to start out by asking you about the data center business as we head into your fiscal year 2024. And what your observations are with respect to both hyperscale and colocation markets in North America as well as Europe and whether or not you still feel comfortable with the level of growth that you've expected from these businesses up to now?

Well, this is Neil. Thanks for the question. Yes, in short, I do feel comfortable with where we're at. I particularly feel comfortable because of the position that we have with our expansion of factories in not only in the U.K. but in Continental Europe as well as in North America. So we're seeing a lot of opportunity as we've expanded our product line. We've seen a lot of opportunity as we've taken very specific strategic customers that we want to grow with and overly serving those customers. So, in short, yes, I'm still confident with where we're at and where we're trending in the data center side.

Great. And then on the Performance Technology side, it sounds like you had one incremental customer win within last-mile delivery but I'm wondering if we could get a broader picture about the go-forward funnel of interested customers and any other notable wins you've had in the EV thermal management space.

Yes, that's a great question. Well, certainly an area of focus for us and where we see a tremendous amount of opportunity for growth considering where we were 2 years ago. Our engagements have increased from 100 engagements in September to roughly 120 last month. We have gone from 18 wins to 19 wins. Our prototypes have increased from 56% to 58%. Our peak award last quarter when we made this announcement was $95 million. We're up to $140 million today. So we're continuing to solve critical applications in terms of battery thermal management for our customers. We've looked at specialty vehicles in a meaningful way and we've also pivoted towards some wins on the last mile delivery van. So we've expanded our commercial base. And we've also expanded our product portfolio as well. We recently put out a press release with our L-CON, which is another version of a battery thermal management system that's for harsh applications and tough environments that gets us into additional specialty vehicles. So the group continues to grow. We continue to invest. We're adding more resources, more capital and we're pleased with where we're at with the funnel today.

Our next question comes from Stefanos Crist with CJS Securities.

Neil, Mick, I just want to touch on the implied guidance for Q4 at the high end, it's applying about $53 million of EBITDA. Can you just remind us of the Q4 last year and is the year-over-year comparison and how to think about that? I know you touched on it on the call but maybe just a little more detail there.

Yes. Stef, it's Mick. Let me give you a little bit more color because there's a lot of moving pieces. So as we already mentioned, we're holding guidance but we're very confident in our ability to hit that top end of our range. With regards to PT or Performance Technologies, we expect that they'll have another good quarter with both sequential and year-over-year growth. So really good continued progress from Performance Technologies. We're anticipating that Climate Solutions earnings will be up slightly from Q3 but they do have some pockets of difficult comps. And last year, we had a really strong heating season and heating results from both volume and pricing. We also had a record I talked about last year in the coil heat transfer products area in terms of volume, price and the 80/20 activities. So as we flip ahead to this year, we see a little bit of softness in the coils or HTP area where products are going into residential applications, plus some of our OE customers are leaning out their inventory a little bit. And then this winter hasn't really cooperated from a heating season. So the general heating market is down a little bit from last year. And then last but not least, in Q4, we're planning on a little bit higher SG&A, mostly tied to incentive comp. And last year, their incentive compensation was very, very low. So as we look forward, we're really trying to take a cautious view. We think we have an opportunity to exceed our guidance that volumes hold in Q4. And then even looking out into the next fiscal year, Neil just covered our Climate Solutions order books are quite strong. We feel really good about the upcoming year. And we're still holding to our fiscal '24 targets we laid out on our Investor Day. So I hope all of that kind of helps address that. Let me know if you have more questions.

No, that's great color. And I just want to move on to free cash flow. Can you just talk us just about working capital, in particular, inventory levels and how you view those closing out to '23 and then going into next year?

Yes. For most of the year and probably like a lot of other companies you follow, we've had higher working capital. Most of that is primarily due, as you mentioned, inventory. It's taking us some time to lean that out and the supply base is slowly improving. Neil's talked on previous calls about some components that in the peak or 52-week lead times. So it will take us a little bit of time. I would say for sure, we've been carrying at least a $20 million to $30 million excess in inventory and we're still up quite a bit over that from pre-COVID levels. So in Q4, we expect I mentioned to have positive cash flow, much improved, mostly driven by the working capital improvements. And as we go into next year, I think we're good from a working capital standpoint, a little too early to give you guidance on that side but we would expect as revenue and earnings grow, we'll do our best here to continue to manage working capital down to where we were for quite a long time pre-COVID.

Our next question comes from Brian Sponheimer with Gabelli & Company.

I want to revisit the outlook. Based on your comments and the numbers, there appears to be significant positive momentum across the business. You and your team are doing an excellent job. Regarding a prior question, the high-end guidance for the fourth quarter suggests it will be similar to the previous quarter. It appears to me that the momentum is strong, and considering your mention of aiming for the high end, does that essentially eliminate the low end of the guidance, Mick?

Brian, yes, I mean, we feel very confident that based on where we are 9 months to date, as you point out and where we see the year that we're going to come in at the very high end of our guidance. And the opportunities to exceed it really if our EDI or order rates remain solid in Q4 on our vehicular customers. The data center business is going to have one of its strongest quarters of the year in Q4 and those can be a little bit lumpy as far as when actual shipments go out of those. But those would be a couple of the drivers that we would see that allow us to actually overdrive our forecast.

Yes, that makes sense to me. Regarding your balance sheet, I think today's reaction likely involves some algorithmic trading due to the headline EPS and the year-over-year comparison. The balance sheet is currently at 1.6 times leverage. You are planning to allocate another $20 million now and eventually in working capital. All of this is quite positive from a momentum standpoint. At what point might you start to consider a buyback where you could take advantage of a day like today? When would that begin to factor into your thinking, Neil?

Yes. Brian, it's Mick. I'll go first and Neil wants to add anything. I think back to the previous question, where we've been on cash flow. We've been a little bit lumpy this year, primarily driven by working capital. Yes. As things stabilize here and we expect to see that working capital stabilize in Q4 and next year, we'd anticipate based on the targets we've set to have even better cash flow. At that point, I think, Brian, when we've got the relatively stable quarter-to-quarter free cash flow. And as you pointed out, we wanted to really work our leverage ratio down this year, I think a full point. We're at a point then when we enter 24 here, 23, calendar '23 or fiscal '24 is the point where we can look at both acquisition opportunities but also in between there opportunistically look at buybacks when needed.

Appreciate that. Just one more anecdote really quickly, if I could. In each, I had a pretty significant strike at one of their facilities in Racine. Were you able to do any hiring from workers that may have gotten tired of being on strike? And any opportunity there that you were able to take advantage of from a labor perspective?

Yes, that's a good question, Brian. This is Neil. Not that I'm aware of. We do very little manufacturing in Racine. It's primarily our R&D center for testing and development. Most of our manufacturing footprint is in the United States, specifically in Tennessee, Rhode Island, and Missouri. So it's in locations outside of the Wisconsin area, but that's a fair point.

Our next question comes from Steve Ferazani with Sidoti & Company.

I want to discuss a few specific questions regarding guidance. I'm trying to align with your earlier presentation to identify the changes in revenue. When I examine Climate Solutions, the only significant adjustment I observe is in HTP, where you've increased the lower end. HVAC and Refrigeration have seen a slight decline, but being in New York, we haven't really experienced winter this year. It feels like we completely missed it. I know the groundhog predicted six more weeks of winter, but what kind of effect does this have when certain areas of the country are essentially bypassing winter this year?

Yes. Neil, please correct me if I'm mistaken, but our market data indicates that some areas of the heating market are down by 20% to 30%. We are gaining market share and are not experiencing that level of decline. However, the absence of a cold snap or winter has significantly affected heating, both in commercial settings and in residential applications, particularly with new home constructions where people are relying on heaters.

Yes. And I'd also add, Steve, that we also believe that there's a distribution with a little overweight in terms of inventory and we're going to start to see some of that work itself out. Certainly, colder temperatures would help that working out faster. But again, at the rate where we see the industry and where we're at, we know that we're gaining market share in the heating side of the business.

Right. If we have a really warm winter, will that lead to stronger results next year, or is it solely dependent on the weather? If products weren't replaced this year, I assume new home starts will also play a role, correct?

As well as market capture as we continue to build out our distribution.

Yes, Steve, we've had years where it's that Neil said the channel. So the good and the bad of it will be is based on the winter if a lot of distributors stop restocking, they will sell remainder of the year, what they have on and we'll address that as we head into next heating season. But you're right, some years, you enter a winter with a really lean inventory channel and that can help quite a bit regardless of actual weather.

Got it. That's helpful. Now, regarding HTP, can you update me on the pump facility being built in Serbia?

Yes, that's correct. So we're still working through the final negotiations there with the landholder. We've recently started to work the process to secure equipment. And as you know, Steve, we currently do manufacture there in Serbia and 2 plants. This is a third additional plant to continue to build out the capacity to support the European heat pump market.

So it'd be fair to say that that number could have been different based on the timing that your demand is overwhelming supply still. Is that fair?

We are continuing to win orders, and our order book is growing healthily regarding that specific technology. Therefore, we need the additional factory. I don’t recall the exact quarter next year when we will resume operations, but we will have production in that third facility.

Okay. And then just briefly touching on liquid cooled and air cooled. We know that automotive production is starting to pick up. China is starting to reopen. I was a little bit surprised that you've reduced right now on those. And we know from hearing from ag and construction and supply chain constraints but mark the order books are still really strong in that area. So I'm just a little bit surprised on the modest reduction there.

Yes. Our commercial vehicle and off-highway order book is healthy. We're confident in terms of the EDI and the messaging that we're getting back. On the auto side of the business, it's been more unpredictable, hence, where we hedged a little bit there on the automotive side.

But you haven't seen any major shift from where we were last quarter?

No.

Okay. And just a quick question on that. So you're saying $140 million at peak production with EV. The last number I had written down was $90 million. Have you picked up that one order wasn't $50 million, was it? And then just in general, how do you think that production ramp might work as component shortages ease.

Yes, that's additional progress. When you consider all our recent successes along with another order we received, we’re seeing an upward trend in our forecasts. This reflects the overall trends in the market. The team has effectively managed inventory and our supply chain, enabling us to meet our targets. They've even launched a new product, the Alcon BPMS, which utilizes different technology. We have successfully sourced the necessary components both locally and through our own manufacturing capabilities.

Our next question comes from Tim Moore with EF Hutton.

Congratulations on the impressive EPS growth in the quarter and the continued execution of the 80/20 strategy. My first question is related to the evolution to full systems offerings with aftermarket maintenance packages for data centers, eating into air quality and EVs. Do you have to ramp up hiring there and open any additional service locations near major customers?

Yes, absolutely. And thanks for the question, Tim. This is Neil. Certainly, that's an area where we want to expand in North America. We have a very good service organization that supports our business in the U.K. as well as partnerships that we use in Continental Europe. That's an area where we're starting to put together plans on the service side to help support some of our largest customers, particularly in the Virginia, Northern Virginia area.

Great. That's helpful. And then maybe just more on the Virginia topic for your facility for the data centers, the precooling fillers for North America. When do you think you might be ramped up to generate $100 million in sales run rate? Will that take another 3 or 6 months? Or are you getting close to that?

So yes, we produced our first chillers off that production line last quarter. We're ramping up our capacity there. We've added some additional capacity at the same time. So we believe we have the ability to hit triple digits and we put that out in the most recent press release that I believe was 2 years was, what, 150? Kathy: Yes. $100 million $100 million. For U.S. data center production, so that would include chillers plus the other products that we produce and that would be in fiscal '24.

That does. No, it seems like you're on track for that. I just want to make sure that was going well. And just switching gears, you mentioned the Serbia, the third facility for heat pump production. How is your initial read for calendar 2023 for the demand for heat pumps from Europe and those incentives there? Are those still holding up? And do you think 2023 could be maybe as good as a year as 2022 was?

I do. We are seeing that demand and we're picking up more customers. And that's the reason why it's driven the capital strategy that we have in Serbia to continue to advance and build out the capacity there. The incentives are there, the motivation is there with the traditional products that we sell into that space today, we've seen increase in sales and orders. And then as we continue to win new customers, large OEMs, to be honest, that are really helping us pull it through, the team has been very successful commercially in that space.

Great. It seems like an enduring trend for the next few years. And then just my last question is around free cash flow. And I know Mick gone into this already but just trying to wrap my head maybe around this March quarter of free cash flow, the positive free cash flow guide. I just want to make sure that the working capital reduction benefit, as you unwind some buffer inventories that should more than offset the restructuring and headcount cash costs. It sounds like you've already paid about $13 million in cash payments for the European headcount reduction. I was just wondering about the timing of maybe how much of a final payment you'd have to do in Europe.

Yes, we anticipate incurring a few million in cash restructuring costs in the fourth quarter. Overall, we expect to exceed $15 million in cash restructuring for the year. Therefore, we foresee a similar situation in Q4 as we previously discussed regarding EBITDA. Additionally, we expect favorable working capital to be the primary contributor to this.

Great. Neil and Mike, that's it for my questions.

I am showing no further questions at this time. So I would now like to turn the conference back over to Kathy Powers.

Thank you and thanks to everyone for joining us this morning. You'll be able to access the replay of this call through our website in about 2 hours. We hope that you all have a great day. Thanks.

This concludes today's conference. Thank you for your participation. You may disconnect your lines at this time.