Attached files

file filename
8-K - MODINE MANUFACTURING COMPANY 8-K - MODINE MANUFACTURING COa6592670.htm

Exhibit 99.1

Modine Reports Third Quarter Fiscal 2011 Operating Income of $9.9 million and Diluted EPS of $0.12

RACINE, Wis.--(BUSINESS WIRE)--February 1, 2011--Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported its financial results for the third quarter ended December 31, 2010. Highlights include:

  • Sales were $360 million, up 19 percent from the same period last year;
  • Gross profit increased 20 percent to $57.1 million;
  • Operating income of $9.9 million represented a 73 percent improvement from the prior year;
  • Net earnings were $5.8 million resulting in diluted earnings per share of $0.12 versus $0.08 for the same period last year; and
  • Adjusted EBITDA was $26.6 million, a $1.3 million increase from the prior year.

“Our company’s strong performance during the third quarter is evident with the continued improvement in sales and operating income compared to the same quarter one year ago,” said Modine President and Chief Executive Officer Thomas A. Burke. “Our end markets continue to recover and I am excited about our strengthening product portfolio and technology pipeline, yet there is still work to do. We continue the challenging work associated with optimizing our manufacturing footprint in conjunction with the strategic change in our product portfolio in addition to launching many new programs globally as a result of our growth strategies. We remain focused on profitably growing each of our business segments, and remain on the path to achieve our objective of 11 to 12 percent return on average capital employed by the end of fiscal 2013.”

Third Quarter Financial Results

Net sales in the third quarter of fiscal 2011 improved $57.7 million, or 19 percent, from the third quarter of fiscal 2010, with increases primarily within the commercial vehicle and off-highway markets in North America, as well as within the European premium automotive and commercial vehicle markets. Gross profit increased 20 percent, or $9.4 million, on the increased sales volumes, resulting in a gross margin of 15.9 percent. The benefits from higher sales volumes were partially offset by a changing sales mix weighted more heavily toward the vehicular segments, incremental costs of program launches and increased metals prices. As expected, selling, general and administrative (SG&A) expense increased $5.3 million year over year, yet decreased 70 basis points as a percentage of sales. This increase in SG&A is due to higher employee benefits, higher engineering and development costs and investment in growth in Asia and the Commercial Products segment. Operating income increased $4.2 million to $9.9 million from the third quarter of fiscal 2010, primarily as a result of the improved sales volumes. Net earnings of $5.8 million represented an increase of $2.0 million, or 53 percent, from the same period in the prior year.

The company generated free cash flow of $11.4 million during the quarter. Net debt was $111.2 million at the end of the quarter, a decrease of $12.4 million from the second quarter of fiscal 2011. Adjusted EBITDA was $26.6 million during the third quarter of fiscal 2011, an increase of $1.3 million, or 5 percent, compared to one year ago.

“Overall we are pleased with our third quarter results, including the continued sales growth in conjunction with the recovery in our end markets, improved net earnings and free cash flow generation,” said Michael B. Lucareli, Vice President, Finance, Chief Financial Officer and Treasurer. “We continue to execute on our long-term strategy of de-emphasizing the automotive module business and launching new replacement programs. We also remain focused on aggressively managing our raw materials cost exposure through hedging activities and customer agreements.”


Third Quarter Segment Results

Original Equipment – Europe segment sales were up 10 percent to $139.9 million, from $127.0 million reported one year ago. Excluding the impact of foreign currency exchange rate changes, sales increased 20 percent, primarily in the premium automotive and commercial vehicle markets. Operating income improved 13.8 percent, including the sale of the Tubingen, Germany facility for cash proceeds of $7.3 million and a gain of $2.2 million. This segment continues to launch multiple new programs with increased focus on the commercial vehicle and off-highway markets.

Original Equipment – North America segment sales increased 23 percent to $124.5 million, compared to $101.3 million one year ago. The increase was driven primarily by the continued recovery within the off-highway and Class 8 commercial vehicle markets. This segment’s operating income increased $6.0 million and gross margin improved 430 basis points as a result of better fixed cost absorption due to the higher sales volumes. We recorded an asset impairment charge of $1.0 million in this segment against facilities held for sale due to the continued decline in the real estate market for commercial property.

Commercial Products segment sales remained strong at $48.4 million, which is consistent with the prior year, with strong seasonal heating sales in North America. This segment’s gross margin of 30.2 percent was the second highest quarterly gross margin achieved in the past several years. The Commercial Products segment continues to generate the highest operating margin in the company with operating income of $7.0 million for the quarter, or 14.4 percent of sales.

South America segment sales rose 13 percent to $36.4 million, compared to $32.3 million one year ago. Excluding the positive impact of foreign currency exchange rate changes, sales increased 10 percent in this segment. The improved sales reflect an overall strengthening in the Brazilian economy, specifically within the commercial vehicle and off-highway markets, as well as within the Aftermarket business. This segment’s gross margin of 19.1 percent is slightly improved from one year ago, largely due to improved operating leverage on higher sales volume partially offset by increased materials costs. Operating income decreased $1.6 million, largely due to an environmental remediation charge of $1.8 million related to a pre-acquisition groundwater contamination issue the company has been addressing.

Original Equipment – Asia segment sales increased 89 percent to $16.9 million, while gross margin improved to 7.6 percent, compared to a gross margin of 2.7 percent one year ago. This performance reflects the continued growth within this segment as its start-up operations mature, particularly with increased program launch activity within the off-highway market. This segment recorded an operating loss of $0.9 million compared to a loss of $0.7 million in the prior year as the improved gross margin was offset by higher SG&A costs as the company continues to invest in the growth of this region.

Outlook

“Consistent with the past few quarters, our sales volumes continue to be slightly better than expected,” Lucareli commented. “Based on these solid results, we are raising our full fiscal year sales volume and adjusted EBITDA guidance.”

We expect the company’s results for fiscal 2011 to include:

  • A 22 to 24 percent increase in sales year over year;
  • A 20 to 25 percent variable contribution margin on the higher year over year sales;
  • An approximate $22 million increase in SG&A expenses, as anticipated, year over year;
  • Interest expense of approximately $33 million;
  • Expected income tax expense of approximately $14 to $16 million;
  • Adjusted EBITDA in a range of $115 to $118 million; and
  • Capital expenditures in a range of $50 to $60 million.

Conference Call and Webcast

Modine will conduct a conference call and live webcast, with a slide presentation, on Tuesday, February 1, 2011 at 10:30 a.m. Central Time (11:30 a.m. Eastern Time) to discuss its fiscal 2011 third quarter. The webcast and accompanying slides will be available on the Investor Relations section of the Modine website at www.modine.com. The dial-in phone number for the audio portion of the call is 800.706.7745; passcode 41385037. The international call-in number is 617.614.3472; passcode 41385037. Participants are encouraged to log on to the webcast and conference call about ten 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 February 8, 2011, at 888.286.8010; passcode 61437736 or, for international callers, at 617.801.6888; passcode 61437736. We will furnish a transcript of the call to the U.S. Securities Exchange Commission, and post it on to the company’s website, on or about February 3, 2011.

About Modine

Modine, with fiscal 2010 revenues of $1.2 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 6,300 people at 28 facilities worldwide in 14 countries. For more information about Modine, visit www.modine.com.

Forward-Looking Statements

This press release contains statements, including information about future financial performance and market conditions, including the information provided under “Outlook,” 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 I of the company's Annual Report on Form 10-K for the year ended March 31, 2010 and under Forward-Looking Statements in Item 7 of Part II of that same annual report and the company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2010 and September 30, 2010. Other risks and uncertainties include, but are not limited to, the following: the impact the current global economic condition is having on Modine, its customers and its suppliers and any worsening of such economic conditions leading to declining sales volumes; operational inefficiencies as a result of program launches and product transfers; the impact of currency exchange rate fluctuations, particularly the value of the euro relative to the U.S. dollar; the impact on Modine of increases in commodity prices, particularly aluminum and copper and its ability to pass these prices on to customers; changes in sales mix to products with lower margins; Modine’s continued ability to successfully execute its strategic and operational plans; the nature of the vehicular industry and the dependence of this industry on the health of the economy; costs and other effects of environmental remediation or litigation 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, free cash flow, return on average capital employed (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 and for estimating the company’s earnings growth prospects. 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 earnings (loss) 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 $40.0 million of cash restructuring and repositioning charges, not to exceed $20.0 million in any fiscal year, 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 adjusted to exclude prepayment penalties on senior notes. This is a liquidity measure of the cash available for permitted distributions.

Definition – Return on average capital employed (ROACE)

Net earnings (loss), adding back after-tax interest expense and adjusted to exclude unusual, non-recurring or extraordinary non-cash charges and cash restructuring and repositioning charges; divided by the average of debt plus shareholders’ equity; this is a financial measure of the profit generated on the total capital invested in the company before any interest expenses payable to lenders, net of any tax effect.

-- Financial tables follow --


       
Modine Manufacturing Company
Consolidated statements of operations (unaudited)
(In thousands, except per share amounts)
 
Three months ended December 31, Nine months ended December 31,
2010   2009 2010   2009
Net sales $ 360,043 $ 302,390 $ 1,051,114 $ 838,320
Cost of sales   302,948       254,674     877,718       712,380  
Gross profit 57,095 47,716 173,396 125,940
Selling, general & administrative expenses 45,971 40,672 133,011 116,236
Restructuring (income) expense (28 ) 1,056 13 (907 )
Impairment of long-lived assets   1,274       273     2,500       5,116  
Operating Income 9,878 5,715 37,872 5,495
Interest expense 2,602 3,793 30,239 18,895
Other income - net   (179 )     (441 )   (2,191 )     (7,122 )
Earnings (loss) from continuing operations before income taxes 7,455 2,363 9,824 (6,278 )
Provision for income taxes   1,637       238     10,364       2,125  
Earnings (loss) from continuing operations 5,818 2,125 (540 ) (8,403 )
Earnings (loss) from discontinued operations (net of income taxes) - 2,084 (2,932 ) (8,348 )
Loss on sale of discontinued operations (net of income taxes)   (34 )     (430 )   (110 )     (430 )
Net earnings (loss) $ 5,784     $ 3,779   $ (3,582 )   $ (17,181 )
 
Earnings (loss) from continuing operations per common share:
Basic $ 0.13 $ 0.05 $ (0.01 ) $ (0.23 )
Diluted $ 0.12 $ 0.05 $ (0.01 ) $ (0.23 )
 
Net earnings (loss) per common share:
Basic $ 0.12 $ 0.08 $ (0.08 ) $ (0.46 )
Diluted $ 0.12 $ 0.08 $ (0.08 ) $ (0.46 )
 
Weighted average shares outstanding:
Basic 46,235 45,941 46,114 37,066
Diluted 46,892 46,244 46,114 37,066
 
Dividends paid per share $ - $ - $ - $ -
 

Comprehensive earnings, which represents net earnings (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 December 31, 2010 and 2009 were $4,131 and $413, respectively, and for the nine month periods ended December 31, 2010 and 2009, were $600 and $24,788, respectively.

                 
 
Condensed consolidated balance sheets (unaudited)

(In thousands)

 

 

December 31, 2010

  March 31, 2010

Assets

Cash and cash equivalents $ 40,415 $ 43,657
Short term investments 2,652 1,239
Trade receivables - net 174,453 167,745
Inventories 117,998 99,559
Other current assets   51,725     43,242  
Total current assets   387,243     355,442  
Property, plant and equipment - net 404,242 418,616
Other noncurrent assets   56,373     66,194  
Total assets $ 847,858   $ 840,252  

Liabilities and shareholders' equity

Debt due within one year $ 6,193 $ 3,245
Accounts payable 130,511 142,209
Other current liabilities   138,484     125,946  
Total current liabilities   275,188     271,400  
Long-term debt 145,427 135,952
Deferred income taxes 10,891 10,830
Other noncurrent liabilities   85,788     97,984  
Total liabilities   517,294     516,166  
Shareholders' equity   330,564     324,086  
Total liabilities & shareholders' equity $ 847,858   $ 840,252  

       
Modine Manufacturing Company
Condensed consolidated statements of cash flows (unaudited)
(In thousands)
Nine months ended December 31,   2010   2009
 
Cash flows from operating activities:
Net loss $ (3,582 ) $ (17,181 )
Adjustments to reconcile net loss with net cash provided
by operating activities:
Depreciation and amortization 42,493 49,625
Impairment of long-lived assets 2,500 12,763
Other - net 4,374 (581 )
Net changes in operating assets and liabilities   (47,205 )     5,244  
Net cash (used for) provided by operating activities   (1,420 )     49,870  
 
Cash flows from investing activities:
Expenditures for plant, property and equipment (31,119 ) (41,449 )
Proceeds from dispositions of assets 3,577 8,130
Proceeds from sale of assets held for sale and discontinued operations 8,841 11,249
Settlement of derivative contracts (48 ) (6,544 )
Other - net   3,709       4,024  
Net cash used for investing activities   (15,040 )     (24,590 )
 
Cash flows from financing activities:
Net increase (decrease) in debt 12,592 (119,708 )
Issuance of common stock - 93,025
Other - net   543       (1,795 )
Net cash provided by (used for) financing activities   13,135       (28,478 )
 
Effect of exchange rate changes on cash 83 3,823
 
Net (decrease) increase in cash and cash equivalents (3,242 ) 625
 
Cash and cash equivalents at beginning of the period 43,657 43,536
     
Cash and cash equivalents at end of the period $ 40,415     $ 44,161  
 
                   
 
 
Condensed segment operating results (unaudited)
(In thousands)
 
Three months ended December 31, Nine months ended December 31,
2010   2009 2010   2009
Sales:
Original Equipment - Asia $ 16,859 $ 8,934 $ 41,623 $ 22,411
Original Equipment - Europe 139,946 126,980 396,990 344,588
Original Equipment - North America 124,505 101,296 379,879 293,559
South America 36,429 32,254 114,513 82,871
Commercial Products   48,406       48,371     134,799       127,956  
Segment sales   366,145       317,835     1,067,804       871,385  
Corporate and administrative 379 481 1,157 2,019
Eliminations   (6,481 )     (15,926 )   (17,847 )     (35,084 )
Total net sales $ 360,043     $ 302,390   $ 1,051,114     $ 838,320  
 
Operating income/(loss):
Original Equipment - Asia $ (883 ) $ (675 ) $ (2,530 ) $ (3,630 )
Original Equipment - Europe 7,285 6,400 21,107 15,757
Original Equipment - North America 5,504 (541 ) 21,585 3,552
South America 1,182 2,788 9,972 6,296
Commercial Products   6,967       7,927     17,303       16,131  
Segment operating income   20,055       15,899     67,437       38,106  
Corporate and administrative (10,158 ) (10,174 ) (29,576 ) (32,715 )
Eliminations   (19 )     (10 )   11       104  
Operating Income $ 9,878     $ 5,715   $ 37,872     $ 5,495  

       
Modine Manufacturing Company
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) from continuing operations (unaudited)
(In thousands)
 
Three months ended December 31, Nine months ended December 31,
2010   2009 2010   2009
Earnings (loss) from continuing operations $ 5,818 $ 2,125 $ (540 ) $ (8,403 )
Interest expense 2,602 3,793 30,239 18,895
Provision for income taxes 1,637 238 10,364 2,125
Depreciation and amortization (a)   14,168     16,045   42,493     47,983  
EBITDA from continuing operations   24,225     22,201   82,556     60,600  
 
Restructuring and repositioning charges 537 2,463 3,570 2,392
Non-cash charges (b)   1,819     583   -     1,811  
Adjusted EBITDA $ 26,581   $ 25,247 $ 86,126   $ 64,803  
 

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

(b) Non-cash charges are comprised of long-lived asset impairments, non-cash 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)
 
 
December 31, 2010   March 31, 2010
Debt due within one year $ 6,193 $ 3,245
Long-term debt   145,427     135,952
Total debt   151,620     139,197
 
Less: cash and cash equivalents   40,415     43,657
Net debt $ 111,205   $ 95,540
               
 
Free cash flow (unaudited)
(In thousands)
 
Three months ended December 31, Nine months ended December 31,
2010   2009 2010   2009
Net cash provided by (used for) operating activities $ 14,444 $ 31,001 $ (1,420 ) $ 49,870
Net cash (used for) provided by investing activities (3,051 ) 6,436 (15,040 ) (24,590 )
Prepayment penalties on senior notes   -     3,449   16,570     3,449  
Free cash flow $ 11,393   $ 40,886 $ 110   $ 28,729  

CONTACT:
Modine Manufacturing Company
Bob Kampstra, 262-636-2919
r.r.kampstra@na.modine.com