Modine Reports Second Quarter Fiscal 2010 Results

October 29, 2009 8:30 AM EDT

Delivers Improved Gross Margin, Adjusted EBITDA and Free Cash Flow

Reduces Net Debt by $81 Million

RACINE, Wis.--(BUSINESS WIRE)-- Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported its financial results for the second quarter of fiscal 2010, as follows:


Second Quarter                            2010       2009       Change

($ in millions except per share data)

Net Sales                                 $ 282.3    $ 390.5    $ (108.2 )

Gross Profit                              $ 42.4     $ 52.6     $ (10.2  )

% of Sales                                  15.0  %    13.5  %  150 bp

Selling, General & Administrative (SG&A)  $ 37.0     $ 57.5     $ (20.5  )
Expenses

Pre-Tax Loss from Continuing Operations   $ (4.0  )  $ (15.2 )  $ 11.2

Loss from Continuing Operations           $ (4.9  )  $ (12.9 )  $ 8.0

Diluted Loss Per Share from Continuing    $ (0.15 )  $ (0.40 )  $ 0.25
Operations

Adjusted EBITDA                           $ 22.7     $ 19.7     $ 3.0

Free Cash Flow                            $ 11.9     $ (7.0  )  $ 18.9

Net Debt (a)                              $ 124.7    $ 205.7    $ (81.0  )

(a) As of September 30, 2009 and March 31, 2009, respectively



"We are pleased with Modine's performance during the second quarter of fiscal 2010, especially given the current economic environment," said Thomas A. Burke, Modine President and Chief Executive Officer. "On a sequential basis, sales rose 11 percent and we saw significant improvements in gross margin and adjusted EBITDA since the first quarter. Although sales were down 28 percent year over year, we delivered a 150 basis point improvement in gross margin, reduced SG&A costs by more than $20 million and generated the strongest adjusted EBITDA in five quarters. During the quarter, we completed a public offering of our common stock and used the proceeds to significantly reduce net debt. As we move into the second half of fiscal 2010, we are encouraged by the sales trends in our business and the early signs of stabilization and selective, modest improvements within our end markets. Yet we are mindful of continued recessionary pressures, along with the impact that restructuring, new program launch activities and recent increases in material costs may have on our future financial results. As we execute our Four-Point Plan, we are positioning Modine for profitable growth as market volumes recover."

Second Quarter Overview

    --  Sales volumes declined 28 percent from a year ago as a result of the
        economic downturn, yet improved sequentially across all segments, up 11
        percent compared to the first quarter of fiscal 2010;
    --  Gross margin of 15.0 percent rose 150 basis points from the second
        quarter of fiscal 2009 and 90 basis points from the first quarter of
        fiscal 2010, primarily attributable to a significant reduction in direct
        and indirect costs in the company's manufacturing facilities;
    --  Selling, general & administrative expenses decreased $20.5 million, or
        36 percent, from the second quarter of fiscal 2009, as the company's
        refocused product portfolio has enabled it to significantly lower SG&A
        expenses;
    --  Adjusted EBITDA of $22.7 million during the second quarter of fiscal
        2010 and $39.6 million year-to-date exceeded the company's expectations
        and was in compliance with its minimum adjusted EBITDA loan covenants;
    --  The company's recently completed public offering of common stock
        generated proceeds of approximately $93 million that were used primarily
        to reduce the company's indebtedness and, thereby, provide additional
        financial flexibility and liquidity;
    --  The company recorded an impairment charge of $2.8 million for its
        Harrodsburg, Kentucky, facility based on the company's intention to
        close this facility. The company announced the intended closure of this
        facility last week in an effort to create greater scale efficiencies as
        part of its Four-Point Plan; and
    --  Effective in the second quarter of fiscal 2010, the company's Fuel Cell
        business, which previously was reported as a separate segment, is now
        reported as a product line within the company's Original Equipment -
        North America segment for all periods presented.

Cash and Liquidity

"The additional capital raised in our recently completed secondary stock offering, combined with our strong performance during the quarter, enabled Modine to generate positive free cash flow and substantially reduce our debt balance," said Bradley C. Richardson, Executive Vice President - Corporate Strategy and Chief Financial Officer. "With our improved liquidity and Four-Point Plan framework, we are well positioned to maintain a more conservative balance sheet, while having the flexibility to invest a portion of the proceeds generated from the stock offering to:

    --  Protect our vehicular business and accelerate our restructuring;
    --  Grow our Commercial HVAC business; and
    --  Fund working capital needs."

Free cash flow was $11.9 million during the second quarter of fiscal 2010, compared with a free cash outflow of $7.0 million in the comparable period of fiscal 2009. The improvement in income from operations resulting from our cost reduction efforts, as well as reduced capital spending, contributed to the year over year improvement in free cash flow. The company's net debt at September 30, 2009 was $124.7 million, compared to $205.7 million at March 31, 2009. As of September 30, 2009, the company had cash on hand of approximately $55 million and additional available borrowing capacity of approximately $129 million. The company believes it has sufficient liquidity to manage its business and expects to be in compliance with its financial covenants through the remainder of fiscal 2010 and through the term of the credit agreement.

Outlook

While Modine is anticipating modest sales volume improvement in certain key markets and improved commercial vehicle build rates in North America, the sluggish economy continues to have an adverse effect on the company. The company's expectations for the remainder of fiscal 2010 include:

    --  Revenues slightly higher than the second quarter 2010 run rate based on
        program launches and modest end-market improvements;
    --  Increased manufacturing costs based on higher material costs and the
        impact of expected production inefficiencies driven by new program
        launches and plant closure activities, all of which will put pressure on
        the company's gross margin;
    --  SG&A costs relatively consistent at a quarterly run rate of
        approximately $40 million;
    --  Planned capital spending of approximately $30 million; and
    --  Positive free cash flow and a decrease in net debt balances over the
        remainder of the fiscal year, further improving the company's liquidity.

"As we move forward in fiscal 2010, we are driving the fundamentals of our Four-Point Plan, which include portfolio rationalization, manufacturing realignment, SG&A cost reduction and capital allocation discipline," concluded Burke. "This combination of strategies has served us well during the economic downturn and is having a positive effect on our financial results as we manage the business through the economic trough. We are realizing the benefits of the aggressive actions we have taken to improve profitability and lower our cost structure and break-even levels. Although the general business climate remains challenging, we are building long term business momentum through a more focused product portfolio, better utilization of our asset base and significant cost reductions. Perhaps most encouraging, the fundamental growth drivers of our business - emissions reduction, energy efficiency, and infrastructure development - remain intact and are resulting in improved customer relationships and new, incremental program wins globally."

Conference Call and Webcast

Modine will conduct a conference call and live webcast, with a slide presentation, on Thursday, October 29, 2009 at 10:30 a.m. Central Time (11:30 a.m. Eastern Time) to discuss the fiscal 2010 second quarter. The webcast and accompanying slides will be available on the investor section of the Modine website at www.modine.com. The dial-in phone number for the audio portion of the call is 800-510-0178 passcode: 27993102. The international call-in number is 617-614-3450; passcode: 27993102. Participants are encouraged to log on to the webcast and conference call about 10 minutes prior to the start of the event. A replay of the audio and the slides will be available on the investor relations section of the Modine website at www.modine.com about two hours after the live call concludes. A call-in replay will be available through November 30, 2009, at 888-286-8010; passcode: 46489773 or, for international callers, at 617-801-6888; passcode: 46489773. A transcript of the call will be posted to the company's website after October 30, 2009.

About Modine

Modine, with fiscal 2009 revenues of $1.4 billion, specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, heating, ventilation and air conditioning equipment, off-highway and industrial equipment, refrigeration systems, and fuel cells. The company employs approximately 7,000 people at 32 facilities worldwide in 15 countries. For more information about Modine, visit www.modine.com.

Forward-Looking Statements

This press release contains statements, including information about future financial performance, accompanied by phrases such as "believes," "estimates," "expects," "plans," "anticipates," "intends," 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 II of the company's Annual Report on Form 10-K for the year ended March 31, 2009 and under Forward-Looking Statements in Item 2 of Part I of that same report, as revised by Exhibit 99.1 to the Company's Current Report on Form 8-K dated September 15, 2009, and the company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009. Other risks and uncertainties include, but are not limited to, the following: the company's ability to remain in compliance with its debt agreements and financial covenants going forward; Modine's ability to fund its liquidity requirements and meet its long-term commitments; the impact the current global economic uncertainty is having on Modine, its customers and its suppliers and any worsening of such economic conditions; the secondary effects on Modine's future cash flows and liquidity that may result from Modine's customers and lenders dealing with the economic crisis and its consequences; Modine's ability to limit capital spending and/or consummate planned divestitures; Modine's ability to successfully execute its four-point recovery plan; the nature of the vehicular industry, including continued depressed customer build rates; and other risks and uncertainties identified by the company in public filings with the U.S. Securities and Exchange Commission. The company does not assume any obligation to update any forward-looking statements.

Non-GAAP Financial Disclosures

Adjusted EBITDA, Net Debt and Free Cash Flow (which are defined below) as used in this press release are not measures that are defined in generally accepted accounting principles (GAAP). These non-GAAP measures are used by management and the company's lenders as performance measures to judge liquidity and covenant compliance for the company's business. These measures provide a more consistent view of performance than the closest GAAP equivalent for management and investors. Management compensates for this by using these measures in combination with the GAAP measures. However, these measures are not, and should not be, viewed as substitutes for the GAAP measures. The presentations of the non-GAAP measures in this press release are made alongside the most directly comparable GAAP measures.

Definition - Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

The company's (loss) earnings from continuing operations before interest expense and provision for income taxes, adjusted to exclude unusual, non-recurring or extraordinary non-cash charges and up to $34.0 million of cash restructuring and repositioning charges, and further adjusted to add back depreciation and amortization expense, as defined in the applicable debt agreements. This is a financial measure of the profit generated excluding the above mentioned items.

Definition - Net Debt

The sum of short- and long-term debt, less cash on hand. This is an indicator of the company's debt position after considering on hand cash balances.

Definition - Free Cash Flow

The sum of net cash provided by (used for) operating and investing activities, further adjusted for net cash provided by (used for) financing activities except for advances and repayments of long-term debt, issuance of common stock and dividends. This is a liquidity measure of the cash available for permitted distributions.

-- Financial tables follow --


Modine Manufacturing Company

Consolidated statements of operations (unaudited)

                                              (In thousands, except per share
                                              amounts)

                Three months ended September  Six months ended September 30,
                30,

                2009         2008             2009         2008

Net sales       $ 282,298    $ 390,488        $ 535,930    $ 828,359

Cost of sales     239,939      337,857          457,706      702,878

Gross profit      42,359       52,631           78,224       125,481

Selling,
general &         37,017       57,520           75,564       116,010
administrative
expenses

Restructuring
(income)          (3,159  )    2,872            (1,963  )    2,819
expense

Impairment of
long-lived        3,849        3,031            4,843        3,165
assets

Income (loss)
from              4,652        (10,792 )        (220    )    3,487
operations

Interest          9,643        2,922            15,102       5,545
expense

Other (income)    (976    )    1,455            (6,681  )    (298    )
expense - net

Loss from
continuing
operations        (4,015  )    (15,169 )        (8,641  )    (1,760  )
before income
taxes

Provision for
(benefit from)    871          (2,262  )        1,887        4,563
income taxes

Loss from
continuing        (4,886  )    (12,907 )        (10,528 )    (6,323  )
operations

Loss from
discontinued
operations        (1,571  )    (1,167  )        (10,432 )    (813    )
(net of income
taxes)

Gain on sale
of
discontinued      -            848              -            1,697
operations
(net of income
taxes)

Net loss        $ (6,457  )  $ (13,226 )      $ (20,960 )  $ (5,439  )

Loss from
continuing
operations per
common share:

Basic           $ (0.15   )  $ (0.40   )      $ (0.32   )  $ (0.20   )

Diluted         $ (0.15   )  $ (0.40   )      $ (0.32   )  $ (0.20   )

Net loss per
common share:

Basic           $ (0.19   )  $ (0.41   )      $ (0.64   )  $ (0.17   )

Diluted         $ (0.19   )  $ (0.41   )      $ (0.64   )  $ (0.17   )

Weighted
average shares
outstanding:

Basic             33,194       32,065           32,629       32,052

Diluted           33,194       32,065           32,629       32,052

Dividends paid  $ -          $ 0.10           $ -          $ 0.20
per share




Comprehensive earnings (loss), which represents net loss adjusted by the
post-tax change in foreign-currency translation, the effective portion of cash
flow hedges and change in benefit plan adjustment recorded in shareholders'
equity, for the three month periods ended September 30, 2009 and 2008 were
$9,400 and $(59,864), respectively, and for the six month periods ended
September 30, 2009 and 2008, were $24,375 and $(48,755), respectively.




Condensed consolidated balance sheets (unaudited)

                                                              (In thousands)

                                          September 30, 2009  March 31, 2009

Assets

Cash and cash equivalents                 $ 54,649            $ 43,536

Short term investments                      1,058               1,189

Trade receivables - net                     144,764             122,266

Inventories                                 90,328              88,077

Assets held for sale                        47,282              29,173

Other current assets                        46,795              41,610

Total current assets                        384,876             325,851

Property, plant and equipment - net         457,647             426,565

Assets held for sale                        32,257              34,328

Other noncurrent assets                     63,362              65,388

Total assets                              $ 938,142           $ 852,132

Liabilities and shareholders' equity

Debt due within one year                  $ 211               $ 5,232

Accounts payable                            113,104             94,506

Liabilities of business held for sale       43,611              28,018

Other current liabilities                   115,805             123,277

Total current liabilities                   272,731             251,033

Long-term debt                              179,139             243,982

Deferred income taxes                       11,688              9,979

Liabilities of business held for sale       16,088              12,181

Other noncurrent liabilities                95,235              91,120

Total liabilities                           574,881             608,295

Shareholders' equity                        363,261             243,837

Total liabilities & shareholders' equity  $ 938,142           $ 852,132




Modine Manufacturing Company

Condensed consolidated statements of cash flows (unaudited)

                                                              (In thousands)

Six months ended September 30,                   2009         2008

Cash flows from operating activities:

Net loss                                         $ (20,960 )  $ (5,439  )

Adjustments to reconcile net loss with net cash
provided by operating activities:

Depreciation and amortization                      33,076       38,705

Impairment of long-lived assets                    12,489       3,165

Other - net                                        (631    )    (6,213  )

Net changes in operating assets and liabilities    (5,105  )    10,038

Net cash provided by operating activities          18,869       40,256

Cash flows from investing activities:

Expenditures for plant, property and equipment     (33,947 )    (46,207 )

Proceeds from dispositions of assets               4,941        10,638

Settlement of derivative contracts                 (5,438  )    599

Other - net                                        3,418        3,145

Net cash used for investing activities             (31,026 )    (31,825 )

Cash flows from financing activities:

Net (decrease) increase in debt                    (71,309 )    25,288

Issuance of common stock                           93,589       -

Cash dividends paid                                -            (6,451  )

Other - net                                        (2,536  )    2,463

Net cash provided by financing activities          19,744       21,300

Effect of exchange rate changes on cash            3,722        (5,636  )

Change in cash balances held for sale              (196    )    -

Net increase in cash and cash equivalents          11,113       24,095

Cash and cash equivalents at beginning of the      43,536       38,595
period

Cash and cash equivalents at end of the period   $ 54,649     $ 62,690




Condensed segment operating results (unaudited)

                                                            (In thousands)

                 Three months ended September  Six months ended September 30,
                 30,

                 2009         2008             2009         2008

Sales:

Original
Equipment -      $ 7,183      $ 3,464          $ 13,477     $ 9,049
Asia

Original
Equipment -        112,340      169,858          217,608      386,986
Europe

Original
Equipment -        100,745      127,600          192,263      261,939
North America
(a)

South America      27,976       44,772           50,617       86,118

Commercial         45,221       53,186           79,585       102,070
Products

Segment sales      293,465      398,880          553,550      846,162

Corporate and      692          885              1,538        1,734
administrative

Eliminations       (11,859 )    (9,277  )        (19,158 )    (19,537 )

Total net        $ 282,298    $ 390,488        $ 535,930    $ 828,359
sales

Operating
income/(loss):

Original
Equipment -      $ (1,351  )  $ (2,284  )      $ (2,955  )  $ (4,166  )
Asia

Original
Equipment -        7,151        9,630            9,357        36,486
Europe

Original
Equipment -        1,347        (13,877 )        4,093        (24,182 )
North America
(a) (b)

South America      2,315        6,418            3,508        10,608

Commercial         5,779        4,835            8,204        8,708
Products

Segment income
from               15,241       4,722            22,207       27,454
operations

Corporate and
administrative     (10,611 )    (15,480 )        (22,541 )    (23,979 )
(b)

Eliminations       22           (34     )        114          12

Income (loss)
from             $ 4,652      $ (10,792 )      $ (220    )  $ 3,487
operations




    Sales and operating income/(loss) were retrospectively adjusted for
(a) comparative purposes to reflect the realignment of the Fuel Cell segment
    into the Original Equipment - North America segment for the three and six
    months ended September 30, 2009 and 2008.

    Operating income/(loss) was retrospectively adjusted for comparative
    purposes to reflect the realignment of $4,782 and $9,953 of support
(b) department costs previously included in Corporate and administrative into
    the Original Equipment - North America segment for the three and six months
    ended September 30, 2008, respectively.




Modine Manufacturing Company

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA)
from continuing operations (unaudited)

                                                               (In thousands)

                Three months ended September 30,  Six months ended September 30,

                2009        2008                  2009         2008

Loss from
continuing      $ (4,886 )  $ (12,907 )           $ (10,528 )  $ (6,323 )
operations

Interest          9,643       2,922                 15,102       5,545
expense

Provision for
(benefit from)    871         (2,262  )             1,887        4,563
income taxes

Depreciation
and               16,183      17,589                31,938       35,577
amortization
(a)

EBITDA from
continuing        21,811      5,342                 38,399       39,362
operations

Restructuring
and
repositioning     (2,334 )    4,762                 (71     )    7,066
(income)
charges

Non-cash          3,264       9,549                 1,228        9,903
charges (b)

Adjusted        $ 22,741    $ 19,653              $ 39,556     $ 56,331
EBITDA




    Depreciation and amortization expense represents total depreciation and
(a) amortization from continuing operations less accelerated depreciation which
    is included in non-cash charges.

    Non-cash charges are comprised of long-lived asset impairments, non-cash
(b) restructuring and repositioning charges, exchange gains or losses on
    intercompany loans and non-cash charges which are unusual, non-recurring or
    extraordinary.




Net debt (unaudited)

                                                      (In thousands)

                                 September 30, 2009   March 31, 2009

Debt due within one year         $ 211                $ 5,232

Long-term debt                     179,139              243,982

Total debt                         179,350              249,214

Less: cash and cash equivalents    54,649               43,536

Net debt                         $ 124,701            $ 205,678




Free cash flow (unaudited)

                                                               (In thousands)

                Three months ended September 30,  Six months ended September 30,

                2009        2008                  2009         2008

Net cash
provided by     $ 14,334    $ 25,138              $ 22,318     $ 40,256
operating
activities (c)

Net cash used
for investing     (4,699 )    (22,102 )             (31,026 )    (31,825 )
activities

Other
financing         (410   )    (4,289  )             (2,536  )    2,463
activities -
net

Effect of
exchange rate     1,587       (5,737  )             3,722        (5,636  )
changes on
cash

Change in cash
balances held     1,072       -                     (196    )    -
for sale

Free cash flow  $ 11,884    $ (6,990  )           $ (7,718  )  $ 5,258




    Net cash provided by operating activities for the three and six months ended
(c) September 30, 2009 excludes the make-whole payment of $3,449 related to the
    paydown of long-term debt as a result of the issuance of common stock.




    Source: Modine Manufacturing Company


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