Modine Manufacturing Co 8-K, filed Jun 22, 2022
Modine Manufacturing Co (MOD)
8-K
2022-06-22
For: 2022-06-22
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April 11, 2026
About this 8-K
Modine Manufacturing Co filed this 8-K on June 22, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 22, 2022
(Exact name of registrant as specified in its charter)
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N/A
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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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230 .40 5 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. ☐
Information to be Included in the Report
| Item 7.01. |
Regulation FD Disclosure.
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In connection with the Investor and Analyst Day event to be hosted by Modine Manufacturing Company (the “Company”) at the New York Stock Exchange on June 22, 2022,
management of the Company will be making a presentation using the slides furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise
subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such
filing.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits
The following exhibits are being furnished herewith:
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June 22, 2022 Investor Day Presentation
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Signatures
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 hereunto duly
authorized.
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Modine Manufacturing Company
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By: /s/ Sylvia A. Stein
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Sylvia A. Stein
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Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer
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Date: June 22, 2022
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Exhibit 99.1
INVESTOR & ANALYST DAYJune 22, 2022
Forward-Looking Statements Welcome This presentation contains statements, including information
about future financial performance and market conditions, accompanied by phrases such as “believes,” “estimates,” “expects,” “plans,” “anticipates,” “intends,” “projected,” and other similar “forward-looking” statements, as defined in the
Private Securities Litigation Reform Act of 1995. Modine's actual results, performance or achievements may differ materially from those expressed or implied in these statements because of certain risks and uncertainties, including, but not
limited to those described under “Risk Factors” in Item 1A of Part I of the Company's Annual Report on Form 10-K for the year ended March 31, 2022 and under Forward-Looking Statements in Item 7 of Part II of that same report. Other risks and
uncertainties include, but are not limited to, the following: the impact of the COVID-19 pandemic on the national and global economy, our business, suppliers, customers, and employees; the overall health and pricing focus of Modine’s
customers; our ability to successfully execute our strategic and operational plans, including applying 80/20 principles to our business; our ability to effectively and efficiently modify our cost structure in response to sales volume
increases or decreases and complete restructuring activities and realize benefits thereon; our ability to comply with the financial covenants in our credit agreements and to fund our global liquidity requirements efficiently; operational
inefficiencies as a result of program launches, unexpected volume increases or decreases, and product transfers; economic, social and political conditions, changes and challenges in the markets where Modine operates and competes, including
foreign currency exchange rate fluctuations, inflation, tariffs and sanctions (and potential trade war impacts resulting from tariffs, sanctions or retaliatory actions), supply chain disruptions and supplier constraints, including
semiconductor shortages and logistic and transportation challenges, changes in interest rates or tightening of the credit markets, recession, restrictions associated with importing and exporting and foreign ownership, public health crises,
and the general uncertainties about the impact of regulatory and/or policy changes, including those related to tax and trade, the COVID-19 pandemic, the military conflict in Ukraine and other matters, that have been or may be implemented in
the U.S. or abroad; the impact on Modine of any significant increases in commodity prices, particularly aluminum, copper, steel and stainless steel (nickel) and other purchased components and related costs, and our ability to adjust product
pricing in response to any such increases; the nature of and Modine’s significant exposure to the vehicular industry and the dependence of this industry on the health of the economy; Modine’s ability to recruit and maintain talent in
managerial, leadership, operational and administrative functions; Modine’s ability to protect its proprietary information and intellectual property from theft or attack; the impact of any substantial disruption or material breach of our
information technology systems; costs and other effects of environmental investigation, remediation or litigation; and other risks and uncertainties identified by the Company in public filings with the U.S. Securities and Exchange Commission.
Forward-looking statements are as of the date of this presentation, and the Company does not assume any obligation to update any forward-looking statements.
Agenda and Presenters WELCOME Unlocking Value in Modine Neil Brinker Performance Technologies
Adrian I. Peace Air-Cooled Applications Liquid-Cooled Applications Advanced Solutions Break Climate Solutions Eric McGinnis Heat Transfer Products HVAC & Refrigeration Data Centers Financial Review Mick Lucareli The Road
Ahead Neil Brinker Q&A Panel Neil Brinker President & CEO Mick Lucareli EVP & CFO Eric McGinnis President- Climate Solutions Adrian I. Peace President- Performance Technologies
Unlocking Value: Transforming for A sustainable futureNeil Brinkerpresident and CEo
Introduction Introduction
Financial Objectives introduction Revenue: $2.1B EBITDA Margin: 7.7% Revenue: 6-8% CAGR EBITDA
Margin: 10-12% Revenue: 8-10% CAGR EBITDA Margin: 13-15% FY2022 FY2023-24 FY2025-27 See appendix for Non-GAAP reconciliations.
OUR JOURNEY
Over 100 Years of Thermal Solutions Knowhow OUR JOURNEY 1916:A.B. Modine founds Modine Manufacturing
Company 1928:Becomes public and lists on the Chicago Stock Exchange 1984:Stock transfers to NASDAQ 1985:Establishes JV’s in Germany, Mexico, Brazil and Singapore 1993:Acquires Längerer and Reich (Modine EU) 1998:Achieves sales of over $1
billion 2004:Lists on New York Stock Exchange 2005:Acquires Airedale 2016:Acquires Luvata 2021:Launches 80/20 and begins transformation
36 Manufacturing facilities in 14 countries* Americas: 13 Europe: 16 Asia: 7 11,100
Employees Our Journey Modine at a Glance FY2022 Adjusted EBITDA $158.8 Million FY2022 Sales $2.1 Billion Revenue percentages are estimates. Recast segment information will be provided with Q1 FY2023 results. See appendix for Non-GAAP
reconciliations. * Excludes coatings facilities.
TRANSFORMATIONAL STRATEGY
Strategy to Unlock Value Transformational strategy PERFORM and Deliver FOCUS THE
ORGANIZATION Make 80/20 a core part of our DNA Build a high-performance organization Simplify and segment the business PERFORM AND DELIVER Launch the Modine Business Cycle Maximize share of target markets Simplify and improve operating
margins ACCELERATE PROFITABLE GROWTH Shift to systems solutions versus components Promote geographic expansion Pursue opportunistic M&A Expand Margin Profile and Build Growth Engine
FOCUS THE ORGANIZATION
Make 80/20 a Core Part of our DNA Transformational strategy 80/20 is the governing philosophy for
everything we do. It is a systematic way of: Examining the business Focusing resources Prioritizing best returning opportunities FOCUS THE ORGANIZATION
Build a High-Performance Organization Transformational strategy Global Industrial Leadership 80/20
Experience Business Transformation Strategic Planning Business Development Operational Turnaround Commercial Excellence Convert from a large functional organization to a decentralized, market-based structure with unique and specific
strategies FOCUS THE ORGANIZATION
Simplify and Segment the Business Transformational STRATEGY PERFORMANCE TECHNOLOGIES CLIMATE
SOLUTIONS Air-Cooled Applications Liquid-Cooled Applications Advanced Solutions Heat Transfer Products HVAC & Refrigeration Data Centers Air-cooled heat exchangers for vehicular, stationary power, and industrial
applications Liquid-cooled heat exchangers for engine, stationary power, and industrial applications Factory-applied and aftermarket coatings, and thermal systems and components for electric vehicles Heat exchangers for HVAC &
refrigeration applications Heating products, indoor air quality (IAQ), refrigeration, & industrial coolers Data center cooling systems, chillers, air handlers, maintenance & service FOCUS THE ORGANIZATION
PERFORM AND DELIVER
TRANSFORMATIONAL STRATEGY PERFORM AND DELIVER
Maximize Share of Targeted Markets TRANSFORMATIONAL STRATEGY Data Centers HVAC & R Advanced
Solutions Focus on growing in existing products and markets with a proven market position and right to win Systems over components Leverage global footprint and channels New product development Pursue acquisitions in targeted
markets PERFORM AND DELIVER
Simplify and Improve Operating Margins Transformational strategy Focus on product simplification and
margin improvement over revenue growth Establish value-based pricing and rationalize product lines and manufacturing operations across Air-Cooled Applications Lower cost structure to improve profit margins in Liquid-Cooled Applications,
including recently announced restructuring actions Reduce the number of Heat Transfer Product SKUs, implement product and customer filters, and price strategically to improve margins Liquid-Cooled Applications Air-Cooled
Applications Heat Transfer Products PERFORM AND DELIVER
ACCELERATE PROFITABLE GROWTH
Shift to Systems Solutions versus Components TRANSFORMATIONAL STRATEGY System Design &
Software Diagnostics, maintenance, telematics Thermal Systems & Controls Battery thermal management system, electronic cooling package, data center cooling, indoor air quality Essential Products Heating products, coolers, &
coatings Components Air and liquid-cooled heat exchangers Engineering Services Smart Systems Essential Products Components Higher Margin ACCELERATE PROFITABLE GROWTH Shift capital to businesses that were previously under
resourced Take advantage of mega trends and growth drivers Evolve and add products to the portfolio to broaden customer offerings
Promote Geographic Expansion Transformational strategy Expanding the data center business from the UK
to North America Expand Heating, IAQ and EV Systems from North America to EMEA Supporting growth through geographic expansion AND repurposing existing infrastructure ACCELERATE PROFITABLE GROWTH
Pursue Opportunistic M&A Transformational strategy Niche Products Products that complement
portfolio or fill product gaps One or two steps adjacent New Geographies Targets that facilitate the expansion to new geographies Systems-Based Projects Products or technologiesthat support the move from components to systems and
service Improved Manufacturing Scale Expand scale of existing campus Facilitate dedicated manufacturing by vertical ACCELERATE PROFITABLE GROWTH
CONCLUSION
Investment Highlights Transformational strategy Engineering a Cleaner, Healthier World™ Building
on over 100 years of excellence in thermal management 100+ year legacy in thermal management Products & solutions that help improve our environment Strategic plans in place New leadership team fully aligned 80/20 as a tool
to unlock value Significant opportunity for margin improvement conclusion
Financial Objectives Transformational strategy Revenue: $2.1B EBITDA Margin: 7.7% Revenue: 6-8%
CAGR EBITDA Margin: 10-12% Revenue: 8-10% CAGR EBITDA Margin: 13-15% FY2022 FY2023-24 FY2025-27 conclusion See appendix for Non-GAAP reconciliations.
PERFORMANCE TECHNOLOGIES
Performance Technologies brings value to our customers by enhancing the performance of their systems
through technologies and services. From enhanced fuel efficiency and durability to improved battery safety and prolonged life of components in harsh environments, these technologies help facilitate an overall cleaner, healthier
world. PERFORMANCE TECHNOLOGIES Revenue percentages are estimates. Recast segment information will be provided with Q1 FY2023 results. PERFORMANCE TECHNOLOGIES PERFORMANCE TECHNOLOGIES PERFORMANCE
TECHNOLOGIES Air-Cooled Applications Liquid-Cooled Applications Advanced Solutions Air-cooled heat exchangers for vehicular, stationary power, and industrial applications Liquid-cooled heat exchangers for engine, stationary power,
and industrial applications Factory-applied and aftermarket coatings, and thermal systems and components for electric vehicles
Growth Drivers PERFORMANCE TECHNOLOGIES ENERGY EFFICIENCY RAPID URBANIZATION CLIMATE
CHANGE POPULATION GROWTH RESOURCE SCARCITY Battery temperature optimization Improved fuel economy Specialty vehicle cooling systems Construction equipment components Components designed to lower vehicle emissions Electrification and
renewable energy Last-mile delivery cooling Construction and mining equipment cooling Agriculture equipment cooling Coated equipment life cycle extension
Segment Objectives Performance technologies PERFORM AND DELIVER De-emphasize non-profitable business
or end-of-life technologies Reallocate people and capital to high margin businesses – Advanced Solutions Focus on Commercial Excellence to capture value FOCUS THE ORGANIZATION Use 80/20 as a strategic lens to reduce complexity and
reallocate resources Onboard new leadership team and build high performance culture Segment the business to simplify operations and promote empowered employees ACCELERATE PROFITABLE GROWTH Step up technology staircase – emphasize systems
and services Promote geographic expansion – Advanced Solutions Pursue acquisitions for businesses with favorable market trends
Performance
technologies Liquid-Cooled Applications Liquid-Cooled Applications Air-Cooled Applications Air-Cooled Applications Advanced Solutions Rationalize & Reallocate ~35% Mature products and technologies Profitability below target
levels Key Actions: Establish value-based pricing Reduce cost structure Rationalize product lines and plant operations All new quotes limited by 80/20 filters Optimize & Transition ~55% Differentiated products that have long
life-cycle Product roadmaps show an evolution to EV Key Actions: Establish value-based pricing Launch plant optimization Introduce quoting guidance Focus on product roadmaps Grow ~10% Advanced Thermal System for EV and other
alternative powertrains Anti-corrosive coatings for equipment and components Performance Technologies Focus on Margin Improvement Through Segmented Strategies; Rationalize, Optimize, and Grow
Product Evolution PERFORMANCE TECHNOLOGIES ICE Components EV / Fuel Cell Systems EGR
Coolers (Liquid) Chillers (Liquid) Battery Cooling Plates (Liquid) Engine Oil Coolers (Liquid) Retarder Coolers (Liquid) Radiators (Air) Cooling Modules (Systems) Liquid Condenser (Liquid) AL-LC Coolers (Liquid) Liquid
CACs (Liquid) Charge Air Coolers (Air) BTMS (System) ECP (System) Condenser (Air)
Air-Cooled Applications
Overview We design and manufacture world-class air-cooled technology for vehicular markets. Given
the demands of increasingly stringent government regulations and space limitations, we work with our customers to develop cost-effective, integrated solutions that increase fuel economy, lower emissions, and provide comfort cooling.
Performance technologies Commercial Vehicle Off-Highway KEY END MARKETS BRANDS PRODUCTS & SOLUTIONS Radiators Condensers Modules Air-cooled applications Power Generation
Liquid-Cooled Applications
Overview We design and manufacture world class liquid-cooled technology for vehicular markets. Given
the demands of increasingly stringent government regulations and space limitations we work with our customers to develop cost effective, integrated solutions that increase fuel economy, lower emissions, and support the transition to
electrification. Performance technologies Commercial Vehicle Automotive KEY END MARKETS BRANDS PRODUCTS & SOLUTIONS Aluminum & stainless-steel oil coolers Liquid-cooled charge-air coolers EGR Coolers Liquid-cooled
applications Off-Highway
ADVANCED SOLUTIONS
Overview We provide advanced thermal solutions to zero-emission and hybrid commercial vehicle and
automotive customers designed to control the temperature of key components, ultimately improving battery range, safety and vehicle life. Our coatings products and application services are designed to extend the life of equipment and
components by preventing corrosion and protecting against foreign matter. Performance technologies Battery Chiller Spray Coating- Licensee and DIY ADVANCED SOLUTIONS Bus & Specialty Vehicles EV Automotive KEY END
MARKETS BRANDS PRODUCTS & SOLUTIONS Advanced Thermal Systems and Components Battery Thermal Management System Electronics Cooling Package Coatings E-Coat-Epoxyelectrodeposition service TPC-Trichrome passivation service
Product Evolution PERFORMANCE TECHNOLOGIES ICE Components EV / Fuel Cell Systems EGR
Coolers (Liquid) Chillers (Liquid) Battery Cooling Plates (Liquid) Engine Oil Coolers (Liquid) Charge Air Coolers (Air) BTMS (System) ECP (System) Condenser (Air) ADVANCED SOLUTIONS Retarder
Coolers (Liquid) Radiators (Air) Cooling Modules (Systems) Liquid Condenser (Liquid) AL-LC Coolers (Liquid) Liquid CACs (Liquid)
Market Outlook Growth Drivers Government policies in North America, Europe and China are driving
investments into Electric Vehicles, as well as infrastructure necessary for wide-scale adoption Fixed route applications leading adoption to EV in North America – bus, truck, specialty vehicle and last mile Targeted markets are projecting
significant growth, as demand for EV continues to strengthen Performance Technologies Modine’s Market Position Leveraging strong brand position in North America and Europe as the market evolves to EV Ability to leverage our technologies
into new zero-emission markets for on-highway, off-highway, air, marine, and rail TAM $4.5B SAM $2.0B EV Thermal Systems and Components 5-Year CAGR 25-30% TAM: Truck, bus and off highway volumes from PSR, 2021 estimates. Last mile
delivery and auto from LMC, 2021 estimates. SAM: Thermal systems by chassis/vehicle type for bus, truck, last mile and automotive. ADVANCED SOLUTIONS
Strategic Priorities New product development to provide critical thermal management in EVs for safety,
range and life of asset Step up technology staircase — emphasize systems and services Protect long-term content by designing advanced thermal systems with proprietary smart electric products Serve as a partner and subject matter expert in
thermal management to support innovative start-ups who require specific engineering services Utilize key account selling of engineering services, thermal systems and smart electric products to grow in attractive EV markets Performance
technologies New Product Development Engineering Services Technology Staircase Subject Matter Thermal Experts Key Account Management ADVANCED SOLUTIONS
PERFORMANCE TECHNOLOGIESFINANCIALS
Significant Improvement in Revenue Mix Performance technologies Advanced Solutions CAGR of 30-35%
reflects targeted share growth in EV systems and adjacencies Liquid-Cooled Applications have long-term market applications in EV, will convert over time; liquid cooling of large engines will have a long conversion
cycle Air-Cooled Applications revenue decline reflects rebalancing and wind downs of low margin programs under 80/20 disciplines FY22 FY24 Air-Cooled Applications Liquid-Cooled Applications Advanced
Solutions Air-Cooled Applications Liquid-Cooled Applications Advanced Solutions FY27 Air-Cooled Applications Liquid-Cooled Applications Advanced Solutions $1.2B 5-7% CAGR 0-3% CAGR Acquisitions
Revenue Growth from Market and Price Recovery Performance technologies Short-term market growth
driven by market and value-based pricing, with above market growth in Advanced Solutions Positive mix shift as low-margin programs wind down Potential acquisitions around specific technologies to support and supplement growth in Advanced
Solutions $1.2B Volume Pricing ~5% ~3% ~2% Rationalize FY22 FY24 FY27 CAGR: ~0%-3% Acquisitions CAGR: ~5%-7%
Margin improvement through positive mix, strategic pricing, cost reduction initiatives and operational
improvements expected to drive significantly higher margins over the next 24 months Further margin growth due to continued focus on higher margin business and wind down of low margin programs Driving Substantial EBITDA Margin
Expansion Performance Technologies FY22 FY24 FY27 ~400 bps Volume / Mix ~200 bps ~200 bps ~100 bps 6.2% 10-12% 14-16% Pricing Productivity Volume / Mix FY2022 Adjusted EBITDA margin for the segment is an estimate. Recast
segment financial information including adjusted EBITDA will be provided with Q1 FY2023 results. See appendix for Non-GAAP reconciliations.
Current State FY 2022 Phase 1 FY 2024 Phase 2 FY 2027 Financial Summary Performance
Technologies Revenue EBITDA Margin CapEx % of Sales $1.2 billion 6.2% 2.5% 5 - 7% CAGR 10 - 12% 2.0 - 2.5% 0 - 3% CAGR 14 - 16% 1.5 - 2.0% Revenue Growth Driven by: Accelerated growth in Advanced Solutions Largely offset
by optimization of liquid-cooled and air-cooled applications businesses EBITDA and cash flow growth driven by: Pricing and SG&A initiatives Operational excellence Positive sales mix See appendix for Non-GAAP reconciliations.
Key Takeaways Performance technologies Build high-performance culture Drive aggressive revenue
growth in Advanced Solutions Simplify product portfolio utilizing 80/20 Innovate to step up technology staircase
Climate SOLUTIONS ERIC mCGINNIS
CLIMATE SOLUTIONS Heat Transfer Products HVAC & Refrigeration Data Centers Heat exchangers
for a wide variety of applications, including heating, ventilation, air conditioning and refrigeration Heating, ventilation, air conditioning, and refrigeration products for commercial and select residential applications Sustainable cooling
solutions for the data center market, including complete system design, controls, maintenance, and monitoring We are Climate Solutions. We provide energy-efficient, safe, climate-controlled solutions and components for a wide range of
critical applications. Revenue percentages are estimates. Recast segment information will be provided with Q1 FY2023 results. Climate solutions
Growth Drivers RESOURCE SCARCITY ENERGY EFFICIENCY GLOBAL HEALTH CLIMATE CHANGE CLOUD
TECHNOLOGY Indoor Growing Food Chain Refrigeration High-Efficiency Unit Heaters Free Cooling Chillers & Coolers Indoor Air Quality in Schools Hospital & Pharma Air Handling Units Leveraging Low-GWP
Refrigerants Environmentally-Friendly Chillers for Data Centers Data Center Cooling Solutions IoT Ready Control Systems Climate solutions
Segment Objectives Climate solutions PERFORM AND DELIVER Promote businesses with favorable market
trends – HVAC&R and Data Centers – reallocate people and capital to these businesses Identify and pursue raving fan customers that appreciate our value FOCUS THE ORGANIZATION Use 80/20 as a strategic lens to drive profitable
growth Onboard new leadership team and build high-performance culture Segment the business to provide clear focus and foster empowered employees ACCELERATE PROFITABLE GROWTH Provide full solutions to key customers Promote geographic
expansion by bringing existing solutions to new markets Pursue targeted M&A and leverage synergies
Heat Transfer Products
Overview Climate solutions Heat Transfer Products We design, manufacture, and test heat transfer
products for a variety of applications and markets. Our products promote the use of sustainable refrigerants, allowing us to partner with our customers to engineer a cleaner, healthier world. Commercial & Residential HVAC KEY END
MARKETS BRANDS PRODUCTS & SOLUTIONS Refrigeration Heat Transfer Coils Pool Heaters
Market Outlook Climate solutions Heat Transfer Products Growth Drivers Expect global GDP growth in
commercial and residential HVAC markets European and North American residential heat pump markets expected to grow >10% Demand for low-GWP refrigeration systems supported by European regulations Modine’s Market Position Global leader
in independent coil manufacturing market with ~30% market share Strong brand recognition and broad product offering TAM $5.2B SAM $1.7B Heat Transfer Products 5-Year CAGR 5% TAM: Global heat exchanger market as defined by Market &
Markets in 2020 SAM: Heat exchangers in applicable end markets, excluding automotive component market
Strategic Priorities Climate solutions Deploy 80/20 to simplify product offering, reduce operational
complexity and drive focus Appropriately align organization and footprint to increase execution, ownership and value capture Deploy commercial strategies to improve product mix and improve profitability Embed 80/20 and Continuous
Improvement mindset throughout the organization 80/20 Mindset Commercial Excellence Heat Transfer Products Simplification Organizational Alignment Continuous Improvement
HVAC and Refrigeration
Overview Climate solutions We provide heaters, ventilation, and cooling products to the North
American residential & commercial HVAC market and refrigeration and industrial cooling solutions in North America, Europe, and Asia. Heating Refrigeration KEY END MARKETS BRANDS PRODUCTS & SOLUTIONS Heating, Cooling &
IAQ Commercial & Residential Unit Heaters Vertical & Horizontal Unit Ventilators Refrigeration Coolers CO2 Unit Coolers Air-Cooled Condensers Indoor Air Quality Air Conditioning Chillers Dry Coolers HVAC &
Refrigeration
Market Outlook Climate solutions HVAC & Refrigeration Growth Drivers Resource scarcity creating
demand for greenhouse, vertical farming, and food chain refrigeration Regulations and customer demand driving sustainable and low-GWP impact solutions COVID-related government funding to drive demand for indoor air quality, especially in
schools Modine’s Market Position Market leader in niche end markets Strong brand recognition, established sales channels, and expansive product offering Premier after-sale support team TAM $10B HVAC & Refrigeration 5-Year CAGR
6% TAM: EMEA & NA HVAC&R commercial system via AHRI, Eurovent, and Markets & Markets estimates in 2022 SAM: EMEA & HA HVAC&R commercial system market segments specific to current product & technology
portfolio SAM $1.8B
Strategic Priorities Climate solutions Deploy 80/20 to reduce complexity and increase focus Drive
growth where we have a competitive advantage Develop and launch next generation products supporting mega trends Pursue targeted M&A focused on geographic expansion 80/20 Mindset Commercial & Operational Excellence Product
Development Market Leadership TargetedM&A HVAC & Refrigeration
Data Centers
Overview Climate solutions We provide sustainable cooling solutions for the growing Data Center
market. Although our historical market focus has been in the UK, we are expanding into the Western European and US markets leveraging Modine’s existing manufacturing footprint. Hyperscale DC Telecom KEY END MARKETS BRANDS PRODUCTS &
SOLUTIONS Air-Cooled & Liquid-Cooled Chillers Computer Room Air Conditioners Colocation DC Fan Walls Data centers ACIS Building Management Product / System Controls Cloud Services
Market Outlook Climate solutions Growth Drivers Exponential demand for cloud technology drives
increased data center cooling demand Desire to reduce data center operating costs fuels demand for energy-efficient technologies Hyperscale & colocation data center operators focused on low-GWP refrigerants to reduce global warming
impact Modine’s Market Position Number one data center HVAC service organization in the UK with aggressive plans for expansion in Europe and North America Expansive product offering including established and expanding cooling controls
software products Leaders in applying free-cooling technology to save energy and water TAM $11.4B Data Centers 5-Year CAGR 10% TAM: Global data center cooling market estimated via CBRE, KnightFrank, and Markets & Markets
estimates in 2022 SAM: Global data center cooling market for chillers, cooling units, rack cooling, and controls SAM $2.6B Data centers
Strategic Priorities Climate solutions Deploy 80/20 to reduce complexity in product development and
manufacturing Utilize 80/20 to drive growth by gaining share of wallet with key customers Drive robust pricing and profitable commercial agreements Promote geographic expansion to new markets Pursue M&A opportunities to better serve
global customers over the next 5 years 80/20 Mindset Commercial Excellence Increase Share of Wallet Geographic Expansion TargetedM&A Data centers
Climate SOLUTIONSFINANCIALS
Strong Organic Growth Plus Potential for M&A Climate solutions Data Centers Heat
TransferProducts HVAC&R Acquisitions $0.9B 6-8% CAGR 15-20% CAGR Data Centers Heat TransferProducts HVAC&R Data Centers Heat TransferProducts HVAC&R HVAC&R 5-year CAGR of 12% reflects vertical- driven
focus on organic growth Data Centers 5-year CAGR of 20% enabled by North America Expansion Heat Transfer Products 5-year CAGR of 1% reflects our re- balancing of customer programs under 80/20 disciplines 80/20 operating model
expected to drive growth in higher-margin programs while improving profitability in HTP Acquisitions Acquisitions will be targeted in HVAC&R and Data Center markets FY22 FY24 FY27
CAGR: ~15%-20% Focused on Share Gains in High Growth Markets Volume growth driven by pursuit of
HVAC&R and Data Centers business Pricing includes pass-through of commodity inflation as well as targeted increases under 80/20 disciplines Rationalize reflects our managed reduction of Heat Transfer Product programs Targeted
acquisition in HVAC&R and Data Centers will raise CAGR above 10% in years 3 to 5 Climate solutions CAGR: ~6%-8% Acquisitions $0.9B Volume Pricing ~5% ~4% ~2% Rationalize FY22 FY24 FY27
FY22 FY24 FY27 Driving Substantial EBITDA Margin Expansion Climate solutions ~200 bps Volume/Mix
reflects strong HVAC&R and Data Centers growth partially offset by program exits Pricing gains driven by targeted program increases under 80/20 disciplines Productivity is partially offset by inflation and investments in SG&A to
support future growth Margin improvement beyond FY2024 driven by revenue growth and favorable mix Volume / Mix ~100 bps ~150 bps ~50 bps 10.9% FY27 13-15% 15-17% Volume / Mix Pricing Productivity FY2022 Adjusted EBITDA margin for
the segment is an estimate. Recast segment financial information including adjusted EBITDA will be provided with Q1 FY2023 results. See appendix for Non-GAAP reconciliations.
Current State FY 2022 Phase 1 FY 2024 Phase 2 FY 2027 Financial Summary Climate
solutions Revenue EBITDA Margin CapEx % of Sales $0.9 billion 10.9% 1.1% 6 - 8% CAGR 13 - 15% 2.5 - 3.0% 15 - 20% CAGR 15 - 17% 2.5 - 3.0% EBITDA and cash flow growth driven by: Positive sales mix Pricing and SG&A
initiatives Operational excellence Revenue growth driven by: Strong volume in HVAC and data center markets Geographic expansion of data center products to the US See appendix for Non-GAAP reconciliations.
Key Takeaways Climate solutions Focus on existing products and markets with a proven market position
and right to win Systems over components Leverage global footprint and channels New product development Pursue inorganic opportunities in select markets Use 80/20 as a strategic lens to promote profitable growth Resource and grow
businesses with favorable market trends Promote geographic expansion to bring solutions to new markets Supplement organic growth with targeted M&A
mick Lucarelichief financial officer Financial review
Modine Revenue Breakdown FINANCIAL REVIEW FY2022 Sales $2.1 Billion Revenue percentages are
estimates. Recast segment information will be provided with Q1 FY2023 results.
FINANCIAL REVIEW Financial Transformation Expand Margin Profile and Build Growth Engine The first 24
months are focused on key 80/20 elements Simplification Treating businesses differently Reallocating people and capital Margin improvement over top-line growth Target 10-12% EBITDA margin within the next 24 months Move towards median
diversified industrial performance Exceed Modine’s historical high-water mark Results in a much stronger financial profile; higher margins, cash flow, and enterprise value New financial profile provides additional flexibility for potential
acquisitions and divestitures
FINANCIAL REVIEW Financial Objectives Revenue: $2.1B EBITDA Margin: 7.7% Revenue: 6-8% CAGR EBITDA
Margin: 10-12% Revenue: 8-10% CAGR EBITDA Margin: 13-15% FY2022 FY2023-24 FY2025-27 Focused on a two-phased financial plan, with targets tied to specific strategies See appendix for Non-GAAP reconciliations.
CAGR: ~6%-8% Revenue Projections — Growth Drivers & Improving Mix Financial Review FCF:
~6-7% CAGR: ~8%-10% Performance Technologies Performance Technologies Climate Solutions Climate Solutions Performance Technologies Climate Solutions Acquisitions CAGR of 6-8% over the next two years, driven by market recovery
(~5%) and pricing (~4%) Material cost recovery will represent a significant portion of the overall price increase Between FY24-27, Performance Technologies will be focused on margin/mix, while Climate Solutions grows Future state revenue
profile is optimized to have a better mix of higher-margin business Organic growth supplemented with $400-600 million of acquisitions to support the transformation, including $100 million within the next 24
months FY22 $2.1B Volume Pricing ~5% ~4% ~2% Rationalize FY22 FY24 FY27
EBITDA Projections — Growth and Margin Improvement Financial Review FCF: ~6-7% ~200-400 basis point
improvement over the next 24 months driven by volume, product rationalization, and improved pricing Further margin improvement beyond FY2024 achieved by leveraging higher sales volume and favorable mix in targeted growth businesses Volume /
Mix 7.8% FY22 FY24 FY27 ~200-300 bps ~150 bps ~150 bps ~50 bps 7.7% 10-12% 13-15% Volume / Mix Pricing Productivity See appendix for Non-GAAP reconciliations.
Mandatory and Optional Debt Repayment Financial Review Reallocate capital to growth
businesses Target capital spending at ~3% of sales Capital Spending Strategic Acquisitions Share Repurchase Restructuring ~$20-30M cash spend in each of next 2 years ~$10-15M cash spend annually in years 3 through 5 Fully fund through
operating cash flow, lower capital spending, cost reductions, and improved pricing Manageable mandatory debt repayments Plenty of debt capacity and covenant flexibility to execute on strategic M&A transactions Implementing
anti-dilutive share repurchase plan Will evaluate additional repurchases based on cash flow, economic climate, and competing cash needs Disciplined Capital Allocation Prioritization
Improving Free Cash Flow as a % of Sales Financial review Restructuring cash required to complete
rationalization of targeted portions of the Performance Technologies segment Capital spending remains below historical levels, with an emphasis on Climate Solutions and Advanced Solutions Strong cash flow and the positive impact on net
debt, provides significant capacity for acquisitions 2.5% ~3-5% ~6-8% FY25-27 Drivers Operating cash flow margin: 8–10% Capex spending: ~3% of sales Anticipate cash restructuring: ~$10-15M per year FY23-24 Drivers Operating cash
flow margin: 5-7% Capital spending: ~3% of sales Anticipate cash restructuring: ~$20-$30M per year FY21 & 22 Average FY24 FY27 See appendix for Non-GAAP reconciliations.
Cash Flow Return on Invested Capital Financial review CFROIC: ~10% CFROIC: 11-13% CFROIC:
13-15% Anticipated CFROIC improvement driven by increases in profit margins, combined with stable capital spending FY24 FY27 FY21 & 22 Average See appendix for Non-GAAP reconciliations.
Stable Balance Sheet to Support Future Acquisitions Financial Review Target Leverage ratio —
1.5x-2.5x, covenant of 3.25 Adequate liquidity to support investments in future growth and M&A Significant borrowing capacity; > $800M-$1B Manageable mandatory debt repayments — plan to refinance bank debt to FY28 maturity later
this year Strong and supportive bank group Mandatory Debt Repayments Leverage 2.3 Leverage 1.5 $173M $333M
Financial Review Strategic Acquisitions Today FY2023-24 FY2025-27 Build Acquisition
Pipeline Bolt-On Targets (Revenue: $25-100M) Transformational Targets (Revenue: $300-500M) PERFORMANCE TECHNOLOGIES CLIMATE SOLUTIONS Ideal Targets Financial Discipline Expand product portfolio Broaden systems and service
solutions in growth verticals Reach new geographies Key target areas: Heating IAQ Data Centers EV systems Short-term focus on bolt-on targets Longer-term focus on transformation targets Target inorganic growth of $400-$600M over next
5 years Free cash flow should provide debt capacity to fund larger transactions Covenants provide flexibility- would plan to rapidly reduce debt back to responsible leverage range Utilize 80/20 to drive synergies and extract value
Current State FY 2022 Phase 1 FY 2024 Phase 2 FY 2027 Financial Summary Financial Review 80/20
mindset underlying all key decisions Revenue growth Phase 1: driven by market growth and pricing actions Phase 2: driven by organic and inorganic growth Significant margin expansion Phase 1: 200-400 bps from volume, pricing and
operational improvements Phase 2: incremental 200-300 bps from stronger mix and continued growth in targeted markets Targeting improved free cash flow at 5 - 7% of sales over the next five years Higher operating margins and cash
flow Reallocating capex- target ~3% of sales Revenue EBITDA Margin FCF % of Sales $2.1 billion 7.7% 2.5% 6 - 8% CAGR 10 - 12% 3 - 5% 8 - 10% CAGR 13 - 15% 6 - 8% Improved financial profile will result in a higher CFROIC,
targeting 13 - 15% within five years FY2022 FCF % of sales is an average of FY2021 and FY2022. See appendix for Non-GAAP reconciliations.
Financial Review Financial Objectives Revenue: $2.1B EBITDA Margin: 7.7% Revenue: 6-8% CAGR EBITDA
Margin: 10-12% FY2022 FY2023-24 FY2025-27 The two-stage plan aligns with the overall strategy and transformation: Significant margin improvement in the next 24 months (FY23 and FY24) Reallocation of resources and capital which will lead
to higher revenue growth Profitability, cash flow, and valuation to support acquisitions Revenue: 8-10% CAGR EBITDA Margin: 13-15% See appendix for Non-GAAP reconciliations.
CLOSINGNeil brinkerchief executive officer
Strategy to Unlock Value Closing PERFORM and Deliver FOCUS THE ORGANIZATION Make 80/20 a core
part of our DNA Build a high-performance organization Simplify and segment the business PERFORM AND DELIVER Launch the Modine Business Cycle Maximize share of target markets Simplify and improve operating margins ACCELERATE PROFITABLE
GROWTH Shift to systems solutions versus components Promote geographic expansion Pursue opportunistic M&A Expand Margin Profile and Build Growth Engine
Introduction CloSING
Q & A Neil Brinker President & CEO Mick Lucareli EVP & CFO Eric McGinnis President-
Climate Solutions Adrian I. Peace President- Performance Technologies
88 Appendix
Non-GAAP Reconciliations APPENDIX * See next slide for footnotes regarding these adjustments
Non-GAAP Reconciliations APPENDIX
Non-GAAP Reconciliations APPENDIX
Non-GAAP Reconciliations appendix
Non-GAAP Reconciliations APPENDIX Forward-looking non-GAAP financial measures This presentation
includes forward-looking projections of non-GAAP financial measures, including adjusted EBITDA and adjusted EBITDA margin, free cash flow and free cash flow as a percentage of sales, cash flow return on invested capital and net debt. The
projections are based on management’s expectations of future financial results. For example, adjusted EBITDA includes expectations for interest expense, a provision for income taxes, depreciation and amortization expense. Adjusted EBITDA also
excludes certain cash and non-cash expenses or gains. These expenses and gains may be significant and include items such as restructuring expenses (including severance costs and plant consolidation and relocation expenses), impairment charges
and certain other items. Estimates of these expenses and gains are not available due to the low visibility and unpredictability of these items.