MOD 8-K
Modine Manufacturing Co (MOD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 7.01Regulation FD Disclosure.
Following the recent acquisition of Climate by Design International, management of Modine Manufacturing Company (the “Company”) will be using the slides furnished herewith as Exhibit 99.1 in presentations with investors, with such slides also being made available on the Company’s website.
Additionally, following this most recent and other acquisitions by the Company, the Company’s management has further adjusted its product group structure within both its Performance Technologies and Climate Solutions segments. There is no impact on the financial reporting of either segment, but the Company will be using the slides furnished herewith as Exhibit 99.2 in presentations with investors, with such slides also being made available on the Company’s website, to discuss the new product group structures.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, 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 9.01Exhibits
(d) | Exhibits |
The following exhibits are being furnished herewith:
99.1 |
| Investor Materials: Acquisition of Climate by Design International dated July 1, 2025 |
99.2 | Investor Materials: Product Group Changes dated July 1, 2025 | |
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 | |||
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| By: | /s/ Erin J. Roth |
| Erin J. Roth | ||
| Vice President, General Counsel and Chief Compliance Officer | ||
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Date: July 1, 2025 |
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| Modine Confidential – Please do not copy or distribute Acquisition of Climate by Design International July 1, 2025 |
| Modine Confidential – Please do not copy or distribute Climate by Design International Sales by End Market • Climate by Design is a leading designer and manufacturer of desiccant-based dehumidification and critical process air handling equipment for use in a variety of industries including ice arenas, food processing, industrial processes, commercial buildings, and battery cell manufacturing • Founded in 1989, with 230 employees and headquartered in Owatonna, MN • The company operates in a brand new, state-of-the-art manufacturing facility • Anticipated Fiscal 2026 revenue of $45M Facility 212,000 sq. ft. Owatonna, MN Other 51% Ice Arenas 21% Rental 12% Food Processing 11% Healthcare 5% |
| Modine Confidential – Please do not copy or distribute • Access to markets with clear growth drivers tied to mega trends, including; ice arenas, stadiums, food processing, and battery cell manufacturing facilities Growing Modine’s Comprehensive Commercial IAQ Portfolio to revenue greater than $100M(1) Supporting Modine’s Transformation Through Strategic Acquisitions • CDI’s desiccant-based technologies strategically align with Modine’s prior acquisitions, enhancing its ability to deliver integrated, high-performance Commercial IAQ systems Modine Acquisition Priorities and Objectives • CDI’s solutions anticipate tomorrow’s environmental and operational demands • Expand product portfolio to increase the overall mix of systems solutions • Secure next-generation products and technology to meet market demand • Enter new adjacent markets, with mission-critical thermal needs, leveraging our core competencies Climate by Design International (CDI) July 2023 Chillers and Heat Pumps March 2024 Custom Air Handlers 1. Based on pro forma next twelve months as of July 1st, 2025 |
| Modine Confidential – Please do not copy or distribute Attractive Markets with Strong Growth Opportunities Source: Oppenheimer & Co. Leader in markets requiring precise environmental control: ice arenas, food processing facilities, surgical suites, mobile humidity control, and battery manufacturing facilities for passenger, commercial, and energy storage. These markets are served through a combination of sales representatives, original equipment manufacturers, and direct accounts. Ice Arenas Healthcare Battery Cell Manufacturing End Markets Served Description Products Comprehensive suite of desiccant-based dehumidification and critical process air handling equipment that covers a wide range of humidity requirements. Available in custom and standard configurations. Market Opportunity Ice Arenas, Food Processing, Healthcare, and Rental markets are anticipated to grow faster than GDP driven by secular mega-trends in reshoring, environmental risk mitigation, and aging population. The battery manufacturing market is in a temporary digestion period from excess capacity but is forecasted to grow at a ~20% CAGR from 2025 to 2030. Dynamics (Percent of 2025 YTD Revenue) Leading provider of highly engineered solutions for Critical Humidity Control in high-growth end markets Food Processing Rental 61% 21% 18% Desiccant AHU Other 75% 20% Sales Rep Direct OEM 71% 22% Custom Standard Parts and Service |
| Modine Confidential – Please do not copy or distribute Transaction Highlights 1. Based on Modine’s net leverage as of March 31, 2025 and pro forma impact of acquisitions ~$65mm purchase price Accretive to earnings per share (before synergies) ~1.1x(1) estimated pro forma net leverage Below 10x Transaction Multiple (EV/FWD EBITDA) July 1, 2025 closing date Cash Deal maintaining a strong balance sheet and liquidity position |
| Modine Confidential – Please do not copy or distribute Forward-Looking Statements This presentation contains statements, including information about future financial performance and market conditions, accompanied by phrases such as “believes,” “estimates,” “expects,” “plans,” “anticipates,” “intends,” “projects,” 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, 2025 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 potential adverse developments or disruptions in the global economy and financial markets, including impacts related to inflation, energy costs, government incentive or funding programs, supply chain challenges or supplier constraints, logistical disruptions, tariffs, sanctions and other trade issues or cross-border trade restrictions; the impact of other economic, social and political conditions, changes and challenges in the markets where we operate and compete, including foreign currency exchange rate fluctuations, changes in interest rates, tightening of the credit markets, recession or recovery therefrom, restrictions associated with importing and exporting and foreign ownership, public health crises, and the general uncertainties, including the impact on demand for our products and the markets we serve from regulatory and/or policy changes that have been or may be implemented in the U.S. or abroad, including those related to tax and trade, climate change, public health threats, and military conflicts, including the conflicts in Ukraine and in the Middle East and tensions in the Red Sea; the overall health and pricing focus of our customers; changes or threats to the market growth prospects for our customers; our ability to successfully realize anticipated benefits, including improved profit margins and cash flow, from our strategic initiatives and our application of 80/20 principles across our businesses; our ability to be at the forefront of technological advances and the impacts of any changes in the adoption rate of technologies that we expect to drive sales growth; our ability to accelerate growth organically and through acquisitions and successfully integrate acquired businesses; our ability to successfully exit portions of our business that do not align with our strategic plans; our ability to effectively and efficiently manage our operations in response to sales volume changes, including maintaining adequate production capacity to meet demand in our growing businesses while also completing restructuring activities and realizing benefits thereof; our ability to fund our global liquidity requirements efficiently and comply with the financial covenants in our credit agreements; operational inefficiencies as a result of product or program launches, unexpected volume increases or decreases, product transfers and warranty claims; 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; our ability to recruit and maintain talent in managerial, leadership, operational and administrative functions and to mitigate increased labor costs; our ability to protect our 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 the increasing emphasis on environmental, social and corporate governance matters; our ability to realize the benefits of deferred tax assets; and other risks and uncertainties identified in our public filings with the U.S. Securities and Exchange Commission. Forward-looking statements are as of the date of this presentation, and we do not assume any obligation to update any forward-looking statements. |
| Segment Product Group Changes Effective FY26 July 2025 |
| Product Group Changes – Revenue Re-segmentation Effective FY26 2 ➢ Changes in product group reporting structures are a normal part of the 80/20 cycle ➢ In September of 2024, management shared plans for new product groups during Modine’s Investor Day, planned to begin in the 1Q of Fiscal 2026 ➢ Due to several recent acquisitions in Climate Solutions and strategic adjustments made in Performance Technologies, management has further adjusted the new product group structure to align with the following: ➢ Performance Technologies • Revenue will be reported in two product groups: Heavy-Duty Equipment and On-Highway Applications • Advanced Solutions (EV systems) will now be included in On-Highway Applications ➢ Climate Solutions • Revenue will be reported in three product groups: Heat Transfer Solutions, HVAC Technologies and Data Centers • Commercial IAQ will now be included in HVAC Technologies including revenue from the recent Climate by Design International acquisition |
| Performance Technologies Re-segmentation Effective FY26 3 CURRENT PRODUCT GROUPS AIR-COOLED APPLICATIONS LIQUID-COOLED APPLICATIONS ADVANCED SOLUTIONS $609M FY25 Sales $405M FY25 Sales $129M FY25 Sales • AC - Automotive • AC - Commercial Vehicle • AC - Off-Highway • AC - GenSets • LC - Automotive • LC - Commercial Vehicle • LC - Off-Highway • EV Systems • EV Automotive • Specialty Vehicle Systems NEW PROODUCT GROUPS HEAVY-DUTY EQUIPMENT ON-HIGHWAY APPLICATIONS $422M FY25 Sales $721M FY25 Sales • Off-Highway • GenSets • Automotive (ICE and EV) • Commercial Vehicle • Specialty Vehicle Systems (ICE) • EV Systems (Specialty and Commercial Vehicles) |
| Climate Solutions Re-segmentation Effective FY26 4 CURRENT PRODUCT GROUPS HEAT TRANSFER PRODUCTS HVAC&R DATA CENTERS $403M FY25 Sales $394M FY25 Sales $644M FY25 Sales • OE and Aftermarket Coils • Anti-Corrosive Coatings • Heating Products • Refrigeration Coolers • School IAQ • Commercial IAQ • Data Center Cooling Products • Edge & Telecom NEW PRODUCT GROUPS HEAT TRANSFER SOLUTIONS HVAC TECHNOLOGIES DATA CENTERS $539M FY25 Sales $257M FY25 Sales $644M FY25 Sales • OE and Aftermarket Coils • Refrigeration Coolers • Anti-Corrosive Coatings • Heating Products • School IAQ • Commercial IAQ • Data Center Cooling Products • Edge & Telecom |
| Modine Manufacturing Company Re-segmentation of Segment Product Groups Revenue (unaudited) (In millions) Climate Solutions product groups: Q1 FY25 Q2 FY25 Q3 FY25 Q4 FY25 FY 2025 FY 2024 HVAC Technologies $ 50.0 $ 69.5 $ 72.5 $ 65.0 $ 257.0 $ 207.5 Heat Transfer Solutions 144.6 138.0 121.3 135.5 539.4 606.4 Data Centers 162.6 158.9 166.9 155.8 644.2 294.2 External sales $ 357.2 $ 366.4 $ 360.7 $ 356.3 $ 1,440.6 $ 1,108.1 Performance Technologies product groups: Q1 FY25 Q2 FY25 Q3 FY25 Q4 FY25 FY 2025 FY 2024 Heavy-Duty Equipment $ 110.5 $ 102.5 $ 95.5 $ 113.6 $ 422.1 $ 463.3 On-Highway Applications 193.8 189.1 160.6 177.3 720.8 836.4 External sales $ 304.3 $ 291.6 $ 256.1 $ 290.9 $ 1,142.9 $ 1,299.7 Three months ended Revenue Re-segmentation Effective FY26 5 |
