8-K
Modine Manufacturing Co (MOD)
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): July 29, 2022
Modine Manufacturing Company
(Exact name of registrant as specified in its charter)
| 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 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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:
| 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 |
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. ☐
| Item 7.01 | Regulation FD Disclosure |
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Effective April 1, 2022, Modine Manufacturing Company (the “Company”) began managing the Company under two operating segments, Climate Solutions and Performance Technologies. The Climate Solutions segment includes the previously-reported Building HVAC Systems and the Commercial and Industrial Solutions (“CIS”) segments, with the exception of CIS Coatings. The Performance Technologies segment includes the previously-reported Heavy Duty Equipment and Automotive segments and the CIS Coatings business. The Company’s new segment structure aligns businesses serving similar or complementary end markets, products and technologies under common segment management. The Company expects this simplified segment structure will allow it to better focus resources on targeted growth opportunities and allow for a more efficient application of 80/20 principles across all product lines to optimize profit margins and cash flow.
Beginning with its reporting for the first quarter of fiscal 2023, the Company will report the financial results of the Climate Solutions and Performance Technologies segments. The Company’s revised reporting segments are consistent with how the Company’s chief operating decision maker is assessing operating performance and allocating capital resources following the realignment of its segment structure. The segment realignment had no impact on the Company’s consolidated financial position, results of operations, and cash flows.
The Company is furnishing this Form 8-K to provide investors with unaudited historical segment operating and adjusted financial results consistent with its new reporting structure. The schedules in Exhibit 99.1 to this Current Report on Form 8-K provide unaudited financial information on the basis of the Company’s new reporting segments for the previously-reported quarters and full year of fiscal 2022.
The segment realignment discussed above and presented in Exhibit 99.1 hereto does not represent a restatement of previously issued financial statements. 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.
Non-GAAP Financial Disclosures
Adjusted EBITDA and adjusted EBITDA margin, as used in Exhibit 99.1 hereto, are not measures defined in generally accepted accounting principles (“GAAP”). These non-GAAP measures are used by management to evaluate the Company’s overall financial performance. These measures are not, and should not be viewed as, a substitute for the applicable GAAP measures, and may be different from similarly-titled measures used by other companies.
The Company defines adjusted EBITDA as net earnings excluding interest expense, the provision or benefit for income taxes, depreciation and amortization expenses, other income and expense, restructuring expenses, impairment charges or reversals, costs associated with the review of strategic alternatives for the Company’s automotive businesses, strategic reorganization costs and certain other gains or charges. Adjusted EBITDA margin represents adjusted EBITDA as a percentage of net sales. The Company believes that adjusted EBITDA and adjusted EBITDA margin provide relevant measures of profitability and earnings power. The Company views these financial metrics as being useful in assessing operating performance from period to period by excluding certain items that it believes are not representative of its core business. Adjusted EBITDA, when calculated for the business segments, is defined as GAAP operating income excluding depreciation and amortization expenses, restructuring expenses, impairment charges or reversals, and certain other gains or charges. Adjusted EBITDA margin, when calculated for the business segments, represents the segment adjusted EBITDA as a percentage of segment net sales.
2
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
The following exhibits are being furnished herewith:
| 99.1 | Recast unaudited segment financial information – for the quarter ended June 30, 2021; the quarter ended September 30, 2021; the quarter ended December 31, 2021;<br> and the quarter and fiscal year ended March 31, 2022. |
|---|---|
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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.
| Modine Manufacturing Company | |
|---|---|
| By: /s/ Michael B. Lucareli | |
| Michael B. Lucareli | |
| Executive Vice President, Chief Financial Officer | |
| Date: July 29, 2022 |
4
Exhibit 99.1
Modine Manufacturing Company
Segment operating results
Recast for segment realignment (unaudited)
(In millions)
| Three months ended | Twelve months ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | September 30, 2021 | December 31, 2021 | March 31, 2022 | March 31, 2022 | ||||||||||||||||||
| Net sales: | ||||||||||||||||||||||
| Climate Solutions | $ | 206.5 | $ | 217.2 | $ | 227.3 | $ | 259.5 | $ | 910.5 | ||||||||||||
| Performance Technologies | 297.1 | 270.8 | 282.0 | 322.5 | 1,172.4 | |||||||||||||||||
| Segment total | 503.6 | 488.0 | 509.3 | 582.0 | 2,082.9 | |||||||||||||||||
| Corporate and eliminations | (9.0 | ) | (9.1 | ) | (7.1 | ) | (7.6 | ) | (32.8 | ) | ||||||||||||
| Net sales | $ | 494.6 | $ | 478.9 | $ | 502.2 | $ | 574.4 | $ | 2,050.1 | ||||||||||||
| Three months ended | Twelve months ended | |||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, 2021 | September 30, 2021 | December 31, 2021 | March 31, 2022 | March 31, 2022 | ||||||||||||||||||
| Gross profit: | ’s | % of<br><br> <br>sales | ’s | % of<br><br> <br>sales | ’s | % of<br><br> <br>sales | ’s | % of<br><br> <br>sales | ’s | % of<br><br> <br>sales | ||||||||||||
| Climate Solutions | 15.8 | % | 16.5 | % | 18.4 | % | 21.5 | % | 18.3 | % | ||||||||||||
| Performance Technologies | 13.5 | % | 10.9 | % | 11.7 | % | 12.3 | % | 12.1 | % | ||||||||||||
| Segment total | 14.5 | % | 13.4 | % | 14.7 | % | 16.4 | % | 14.8 | % | ||||||||||||
| Corporate and eliminations | - | - | ) | - | ) | - | - | |||||||||||||||
| Gross profit | 14.8 | % | 13.8 | % | 14.9 | % | 16.6 | % | 15.1 | % |
All values are in US Dollars.
| Three months ended | Twelve months ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | September 30, 2021 | December 31, 2021 | March 31, 2022 | March 31, 2022 | |||||||||||
| Operating income: | |||||||||||||||
| Climate Solutions | $ | 10.7 | $ | 13.9 | $ | 16.8 | $ | 32.0 | $ | 73.4 | |||||
| Performance Technologies | 15.7 | 2.1 | 66.1 | (6.5 | ) | 77.4 | |||||||||
| Segment total | 26.4 | 16.0 | 82.9 | 25.5 | 150.8 | ||||||||||
| Corporate and eliminations | (17.7 | ) | (5.5 | ) | (3.5 | ) | (4.9 | ) | (31.6 | ) | |||||
| Operating income | $ | 8.7 | $ | 10.5 | $ | 79.4 | $ | 20.6 | $ | 119.2 |
1
Modine Manufacturing Company
Segment adjusted financial results
Recast for segment realignment (unaudited)
(In millions)
| Three months ended June 30, 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Climate Solutions | Performance<br><br> <br>Technologies | Corporate and<br><br> <br>eliminations | Total | |||||||||
| Operating income (loss) | $ | 10.7 | $ | 15.7 | $ | (17.7 | ) | $ | 8.7 | |||
| Depreciation and amortization expense | 6.0 | 7.0 | 0.5 | 13.5 | ||||||||
| Restructuring expenses ^(a)^ | - | 0.3 | - | 0.3 | ||||||||
| Impairment charges (reversals) – net ^(b)^ | 0.3 | (2.1 | ) | - | (1.8 | ) | ||||||
| Loss on sale of assets ^(c)^ | - | - | 6.6 | 6.6 | ||||||||
| Automotive separation and exit strategy costs ^(d)^ | - | - | 1.9 | 1.9 | ||||||||
| Strategic reorganization costs ^(e)^ | - | - | 0.6 | 0.6 | ||||||||
| Environmental charges ^(f)^ | - | - | 3.5 | 3.5 | ||||||||
| Adjusted EBITDA | $ | 17.0 | $ | 20.9 | $ | (4.6 | ) | $ | 33.3 | |||
| Net sales | $ | 206.5 | $ | 297.1 | $ | (9.0 | ) | $ | 494.6 | |||
| Adjusted EBITDA margin | 8.2 | % | 7.0 | % | 6.7 | % | ||||||
| Three months ended September 30, 2021 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Climate Solutions | Performance<br><br> <br>Technologies | Corporate and<br><br> <br>eliminations | Total | |||||||||
| Operating income (loss) | $ | 13.9 | $ | 2.1 | $ | (5.5 | ) | $ | 10.5 | |||
| Depreciation and amortization expense | 5.8 | 7.1 | 0.2 | 13.1 | ||||||||
| Restructuring expenses ^(a)^ | 0.2 | 0.4 | - | 0.6 | ||||||||
| Impairment charges ^(b)^ | - | 3.3 | - | 3.3 | ||||||||
| Automotive separation and exit strategy costs ^(d)^ | - | - | 0.3 | 0.3 | ||||||||
| Strategic reorganization costs ^(e)^ | - | - | 1.6 | 1.6 | ||||||||
| Environmental charges ^(f)^ | - | - | 0.1 | 0.1 | ||||||||
| Adjusted EBITDA | $ | 19.9 | $ | 12.9 | $ | (3.3 | ) | $ | 29.5 | |||
| Net sales | $ | 217.2 | $ | 270.8 | $ | (9.1 | ) | $ | 478.9 | |||
| Adjusted EBITDA margin | 9.2 | % | 4.8 | % | 6.2 | % | ||||||
| Three months ended December 31, 2021 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Climate Solutions | Performance<br><br> <br>Technologies | Corporate and<br><br> <br>eliminations | Total | |||||||||
| Operating income (loss) | $ | 16.8 | $ | 66.1 | $ | (3.5 | ) | $ | 79.4 | |||
| Depreciation and amortization expense | 5.6 | 7.8 | 0.4 | 13.8 | ||||||||
| Restructuring expenses ^(a)^ | 1.5 | 0.6 | - | 2.1 | ||||||||
| Impairment charges (reversals) – net ^(b)^ | - | (57.2 | ) | - | (57.2 | ) | ||||||
| Automotive separation and exit strategy costs ^(d)^ | - | - | 0.3 | 0.3 | ||||||||
| Strategic reorganization costs ^(e)^ | - | - | 0.9 | 0.9 | ||||||||
| Adjusted EBITDA | $ | 23.9 | $ | 17.3 | $ | (1.9 | ) | $ | 39.3 | |||
| Net sales | $ | 227.3 | $ | 282.0 | $ | (7.1 | ) | $ | 502.2 | |||
| Adjusted EBITDA margin | 10.5 | % | 6.1 | % | 7.8 | % |
See the next page for information on restructuring expenses and other adjustments.
2
Modine Manufacturing Company
Segment adjusted financial results (continued)
Recast for segment realignment (unaudited)
(In millions)
| Three months ended March 31, 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Climate Solutions | Performance<br><br> <br>Technologies | Corporate and<br><br> <br>eliminations | Total | |||||||||
| Operating income (loss) | $ | 32.0 | $ | (6.5 | ) | $ | (4.9 | ) | $ | 20.6 | ||
| Depreciation and amortization expense | 6.1 | 8.0 | 0.3 | 14.4 | ||||||||
| Restructuring expenses ^(a)^ | 0.5 | 20.6 | - | 21.1 | ||||||||
| Automotive separation and exit strategy costs ^(d)^ | - | - | 0.1 | 0.1 | ||||||||
| Strategic reorganization costs ^(e)^ | - | - | 0.3 | 0.3 | ||||||||
| Environmental charges ^(f)^ | - | - | 0.2 | 0.2 | ||||||||
| Adjusted EBITDA | $ | 38.6 | $ | 22.1 | $ | (4.0 | ) | $ | 56.7 | |||
| Net sales | $ | 259.5 | $ | 322.5 | $ | (7.6 | ) | $ | 574.4 | |||
| Adjusted EBITDA margin | 14.9 | % | 6.9 | % | 9.9 | % | ||||||
| Twelve months ended March 31, 2022 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Climate Solutions | Performance<br><br> <br>Technologies | Corporate and<br><br> <br>eliminations | Total | |||||||||
| Operating income (loss) | $ | 73.4 | $ | 77.4 | $ | (31.6 | ) | $ | 119.2 | |||
| Depreciation and amortization expense | 23.6 | 29.9 | 1.3 | 54.8 | ||||||||
| Restructuring expenses ^(a)^ | 2.2 | 21.9 | - | 24.1 | ||||||||
| Impairment charges (reversals) – net ^(b)^ | 0.3 | (56.0 | ) | - | (55.7 | ) | ||||||
| Loss on sale of assets ^(c)^ | - | - | 6.6 | 6.6 | ||||||||
| Automotive separation and exit strategy costs ^(d)^ | - | - | 2.6 | 2.6 | ||||||||
| Strategic reorganization costs ^(e)^ | - | - | 3.4 | 3.4 | ||||||||
| Environmental charges ^(f)^ | - | - | 3.8 | 3.8 | ||||||||
| Adjusted EBITDA | $ | 99.5 | $ | 73.2 | $ | (13.9 | ) | $ | 158.8 | |||
| Net sales | $ | 910.5 | $ | 1,172.4 | $ | (32.8 | ) | $ | 2,050.1 | |||
| Adjusted EBITDA margin | 10.9 | % | 6.2 | % | 7.7 | % |
| ^(a)^ | Restructuring expenses primarily consist of employee severance expenses related to targeted headcount reductions and plant consolidation activities and equipment transfer costs. |
|---|---|
| ^(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 agreed<br> with Dana Incorporated to terminate an agreement for the sale of the business. The Company remeasured the previously impaired long-lived assets of the liquid-cooled automotive business to the lower of (i) carrying value, had held for sale<br> classification never been met, or (ii) fair value. As a result, the Company recorded a $57.2 million impairment reversal. This impairment reversal was partially offset by other net impairment charges related to assets held for sale. |
| --- | --- |
| ^(c)^ | The Company’s sale of its air-cooled automotive business closed on April 30, 2021. As a result of the sale, the Company recorded a $6.6 million loss on sale during the first<br> quarter of fiscal 2022. |
| --- | --- |
| ^(d)^ | Automotive separation and exit strategy costs consist of costs directly associated with the Company’s review of strategic alternatives for the liquid-cooled and air-cooled<br> automotive businesses, including costs to separate and prepare the underlying businesses for potential sale. These costs primarily related to accounting, legal, and IT professional services. |
| --- | --- |
| ^(e)^ | Strategic reorganization costs primarily consist of severance-related expenses and professional service fees for recruiting key senior management positions and the Company’s<br> implementation of 80/20. The fiscal 2022 costs include recruiting fees for new segment vice presidents and business unit general managers and severance-related expenses for the outgoing executives as part of the transition. |
| --- | --- |
| ^(f)^ | Environmental charges, including related legal costs, relate to a previously-owned U.S. manufacturing facility. |
| --- | --- |