Modine Reports Fourth Quarter and Full Year Fiscal 2020 Results

RACINE, Wis., May 28, 2020 /PRNewswire/ -- Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported financial results for the quarter and fiscal year ended March 31, 2020.

Fourth Quarter Highlights:

    --  Net sales of $472.9 million decreased 15 percent from the prior year
    --  Operating income declined to $5.6 million and adjusted operating income
        to $24.8 million
    --  Loss per share of $0.13 and adjusted earnings per share of $0.24
    --  Automotive business sale temporarily delayed, but the Company will
        resume the process as soon as possible

Full Year Highlights:

    --  Net sales of $1,975.5 million decreased 11 percent from the prior year
    --  Operating income of $37.9 million and adjusted operating income of $97.3
        million
    --  Loss per share of $0.04 and adjusted earnings per share of $1.05
    --  Successfully completed the separation of the Automotive business,
        creating a stand-alone business segment to facilitate the exit strategy

Liquidity Update and Risk Mitigation Initiatives

In response to the significant reduction in customer demand resulting from the COVID-19 crisis, the Company has taken the following actions to further reduce operating expenses, conserve cash and maximize liquidity:

    --  Reduced employee and executive salaries by 10 to 20 percent
    --  Reduced board of directors annual cash compensation by 20 percent
    --  Implemented a combination of furloughs and shortened work weeks for
        salaried employees
    --  Reduced production schedules to align manufacturing operations with
        customer demand, resulting in the temporary layoff of manufacturing
        employees
    --  Reduced planned fiscal 2021 capital expenditures by 25 percent
    --  Amended credit agreement to provide liquidity through covenant
        flexibility for next two fiscal years

"We finished a challenging year on a strong note despite the impact of the COVID-19 pandemic on our manufacturing operations in March," said Modine President and Chief Executive Officer, Thomas A. Burke. "Modine faced unprecedented conditions in many of our end markets this year, but rose to the challenge by quickly implementing cost saving measures in response to lower end-market demand. In addition, we successfully amended our credit agreement to increase our flexibility and temporarily paused activities related to the sale of our auto business, which we will resume once economic conditions allow. The pandemic has presented new challenges for us, and we are continuing to take the actions necessary to prioritize the health of our employees and to serve our customers and communities during these difficult times."

Financial Results

Net sales decreased 15 percent in the fourth quarter to $472.9 million, compared with $556.7 million in the prior year. The decrease was primarily driven by market-related volume declines in the automotive, off-highway and commercial vehicle markets in the Vehicular Thermal Solutions ("VTS") segment and lower data center, commercial HVAC and refrigeration sales in the Commercial and Industrial Solutions ("CIS") segment. This decline includes the impact of COVID-19 related plant closures around the world during the quarter.

Gross profit decreased 18 percent in the fourth quarter to $74.9 million, primarily driven by volume declines in the VTS and CIS segments. This was partially offset by higher gross profit in the Building HVAC ("BHVAC") segment, which increased 15 percent on slightly lower sales volume. Overall gross margin decreased 60 basis points during the quarter to 15.8 percent, primarily due to lower margins in the VTS and CIS segments as a result of lower sales volume.

Selling, general and administrative ("SG&A") expenses were $55.2 million in the fourth quarter, which was $9.0 million or 14 percent lower than the prior year. This decrease was primarily due to lower compensation-related expenses, including decreased incentive compensation, and the benefits from cost savings initiatives across the organization.

Operating income was $5.6 million in the fourth quarter, compared to $18.5 million in the prior year. This decrease was driven primarily by lower gross profit and asset impairment charges recorded in the fourth quarter of fiscal 2020, partially offset by lower SG&A and restructuring expenses as compared to the prior year. During the fourth quarter of fiscal 2020, the Company recorded $8.6 million of impairment charges primarily related to manufacturing facilities in Austria and Germany and $5.5 million of restructuring expenses primarily related to employee severance expenses. In addition, the Company recorded $5.0 million of costs to separate and prepare the automotive business for a potential sale. In the prior year, strategy and restructuring expenses and certain other items totaled $16.1 million. Excluding these items, adjusted operating income of $24.8 million was down 28 percent compared with $34.6 million in the prior year.

The loss per share was $0.13 in the fourth quarter, compared with earnings per share of $0.12 in the prior year. This decrease was primarily due to lower operating income compared to the prior year, including the impact of the impairment charges, and a higher effective tax rate. Adjusted earnings per share were $0.24 in the fourth quarter, compared with $0.40 in the prior year. This decrease was primarily due to lower adjusted operating income compared to the prior year.

Fourth Quarter Segment Review

    --  VTS segment sales were $279.5 million, compared with $340.0 million one
        year ago, a decrease of 18 percent.  This decrease was driven by lower
        sales to all vehicular end markets and included the planned wind down of
        certain commercial vehicle programs.  The segment reported gross margin
        of 12.8 percent, down 100 basis points from the prior year.  This
        decrease was primarily due to lower sales volume.  The segment's
        operating loss of $1.4 million decreased $11.1 million compared to
        operating income of $9.7 million in the prior year.  This decrease was
        due to lower gross profit on the lower sales volume and the impact of
        $8.0 million in impairment charges, partially offset by lower SG&A and
        restructuring expenses as compared to the prior year.


    --  CIS segment sales were $150.9 million, compared with $178.5 million one
        year ago, a decrease of 15 percent.  This decrease was driven by lower
        sales across all major end markets, including commercial HVAC,
        refrigeration and data centers. The segment reported gross margin of
        15.3 percent, down 140 basis points compared with the prior year,
        primarily due to lower sales volumes and unfavorable sales mix. 
        Operating income of $7.1 million was down $7.1 million, primarily due to
        lower gross profit and higher restructuring and impairment charges,
        partially offset by lower SG&A expenses as compared to the prior year.
    --  BHVAC segment sales were $51.2 million, compared with $52.5 million one
        year ago, a decrease of 2 percent.  This decrease was driven primarily
        by lower sales of air conditioning and ventilation products in the U.K. 
        The segment reported gross margin of 33.3 percent, which was 510 basis
        points higher than the prior year.  This improvement was primarily due
        to favorable pricing and materials.  The segment reported operating
        income of $8.8 million, an increase of $2.9 million, primarily due to
        higher gross profit and lower SG&A expenses.

Full-Year Fiscal 2020 Overview

In fiscal 2020, net sales decreased 11 percent to $1,975.5 million. The decrease was primarily driven by market -related declines in the Company's VTS and CIS segments, including lower data center sales in the CIS segment and the impact of COVID-19 related plant closures in the fourth quarter. This was partially offset by higher sales in the BHVAC segment, which increased 4 percent from the prior year. Gross margin decreased 90 basis points to 15.6 percent, primarily due to the lower sales volume in the Company's VTS and CIS segments.

Operating income was $37.9 million compared to $109.7 million in the prior year. During fiscal 2020 and 2019, automotive separation and strategy costs, restructuring expenses, impairment charges and certain other items totaled $59.4 million and $22.2 million, respectively. Excluding these items, adjusted operating income was $97.3 million in fiscal 2020 and $131.9 million in fiscal 2019. The loss per share in fiscal 2020 was $0.04 compared with earnings per share of $1.65 in fiscal 2019, and adjusted earnings per share in fiscal 2020 were $1.05, compared with $1.57 in fiscal 2019.

During the year, the Company successfully completed the physical separation of the Automotive business, and plans to report a separate Automotive segment beginning in the first quarter of fiscal 2021.

Balance Sheet & Liquidity

Total debt was $482.4 million as of March 31, 2020. Cash and cash equivalents at the end of the fourth quarter were $70.9 million, along with $117.5 million of capacity under the Company's revolving credit facility results in total available liquidity of $188.4 million at March 31, 2020. Net debt was $411.5 million as of March 31, 2020, an increase of $3.5 million from the end of fiscal 2019.

Net cash provided by operating activities for the year ended March 31, 2020 was $57.9 million, compared with $103.3 million one year ago. Free cash flow for fiscal 2020 was a use of $13.4 million. Fiscal 2020 free cash flow was negatively impacted by cash payments related to the potential sale of the automotive business and restructuring activities, which totaled $64.7 million.

As previously disclosed, during the first quarter of fiscal 2021, the Company amended its credit agreement to provide additional covenant flexibility through fiscal 2022, including a higher leverage ratio covenant limit during this period. The combined benefits of higher cash balances, available borrowing capacity, and revised covenants puts the Company in a strong position to manage through the global economic uncertainties.

Outlook

The Company is not providing a financial outlook at this time. There is currently significant uncertainty regarding the short-term and longer-term business impacts of the COVID-19 pandemic. Customer orders and production schedules are currently very unpredictable, so it is difficult to forecast revenue and earnings for fiscal 2021.

"We are making the difficult decisions necessary to run our business as we deal with the uncertainty created by the COVID-19 pandemic, including aligning our production schedules with customer demand, while implementing the protocols necessary to keep our employees and communities safe," commented Burke. "We are taking all the actions necessary to protect the company and preserve liquidity at the expected lower revenue levels. This includes reducing workforce where possible, implementing salary cuts and delaying all possible capital spending. At this time, it is very difficult to know the length and severity of the current economic downturn, but we believe that we will weather this storm and that our actions today will allow us to be in a strong position when end markets recover."

Conference Call and Webcast

Modine will conduct a conference call and live webcast, with a slide presentation, on Friday, May 29, 2020 at 8:00 a.m. Central Time (9:00 a.m. Eastern Time) to discuss its fourth quarter and full year fiscal 2020 financial results. The webcast and accompanying slides will be available on the Investor Relations section of the Modine website at www.modine.com. 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 slides will be available on the Investor Relations section of the Modine website at www.modine.com on or after May 29, 2020. A call-in replay will be available through midnight on June 1, 2020, at 800-585-8367, (international replay 416-621-4642); Conference ID# 5186921. The Company will post a transcript of the call on its website, on June 1, 2020.

About Modine

Modine, with fiscal 2020 revenues of $2.0 billion, specializes in thermal management systems and components, bringing highly engineered heating and cooling components, original equipment products, and systems to diversified global markets through its three complementary segments: VTS; CIS; and BHVAC. Modine is a global company headquartered in Racine, Wisconsin (USA), with operations in North America, South America, Europe and Asia. 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, 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, 2019 and under Forward-Looking Statements in Item 7 of Part II of that same report, and in the Company's Quarterly Report on Form 10-Q for the quarters ended June 30, 2019, September 30, 2019, and December 31, 2019. 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 price-down focus of Modine's customers; our ability to successfully execute our strategic and operational plans, including our ability to successfully exit the automotive business within the VTS segment; our ability to effectively and efficiently reduce our cost structure in response to sales volume declines 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, particularly in light of the significant volatility and negative impacts to the financial markets resulting from COVID-19; operational inefficiencies as a result of program launches, unexpected volume increases, product transfers, and delays or inefficiencies resulting from restrictions imposed in response to the COVID-19 pandemic; economic, social and political conditions, changes and challenges in the markets where Modine operates and competes, including foreign currency exchange rate fluctuations, tariffs (and potential trade war impacts resulting from tariffs or retaliatory actions), inflation, 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 and other matters, that have been or may be implemented in the U.S. or abroad, and continuing uncertainty regarding the impacts of "Brexit"; the impact on Modine of any significant increases in commodity prices, particularly aluminum, copper, steel and stainless steel (nickel) and other purchased component inventory, 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; the concentration of sales within our CIS segment attributed to one customer; Modine's ability to recruit and maintain talent in managerial, leadership, 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 release, and the Company does not assume any obligation to update any forward-looking statements.

Non-GAAP Financial Disclosures

Adjusted operating income, adjusted earnings per share, 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 as performance measures to evaluate the company's overall financial performance and liquidity. We believe 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 applicable GAAP measures, and may be different from similarly-titled measures used by other companies.

Definition - Adjusted operating income and earnings per share

Operating income or diluted earnings per share plus impairment charges, restructuring expenses, and acquisition and integration costs, and excluding certain other gains or charges. These are measures of overall performance not including non-cash impairment charges, costs associated with restructuring and acquisitions, and certain other gains or charges.

Definition - Net debt

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

Definition - Free cash flow

Free cash flow represents net cash provided by operating activities less expenditures for property, plant and equipment. This measure presents cash generated from operations during the period that is available for strategic capital decisions.



     
              Modine Manufacturing Company



     
              Consolidated statements of operations (unaudited)




                                                                                                                                                 (In millions, except per share
                                                                                                                                                                       amounts)





                                                                                   Three months ended March 31,  Twelve months ended March 31,


                                                                                                            2020                            2019                             2020      2019




     Net sales                                                                                           $472.9                          $556.7                         $1,975.5  $2,212.7



     Cost of sales                                                                                        398.0                           465.1                          1,668.0   1,847.2




     
              Gross profit                                                                               74.9                            91.6                            307.5     365.5



     Selling, general & administrative expenses                                                            55.2                            64.2                            249.6     244.1



     Restructuring expenses                                                                                 5.5                             8.9                             12.2       9.6



     Impairment charges                                                                                     8.6                                                             8.6       0.4



     (Gain) loss on sale of assets                                                                                                                                       (0.8)      1.7



     
              Operating income                                                                            5.6                            18.5                             37.9     109.7



     Interest expense                                                                                     (5.4)                          (5.9)                          (22.7)   (24.8)



     Other expense - net                                                                                  (2.5)                          (2.0)                           (4.8)    (4.1)




     
              (Loss) earnings before income taxes                                                       (2.3)                           10.6                             10.4      80.8



     (Provision) benefit for income taxes                                                                 (4.1)                          (4.2)                          (12.4)      5.1




     
              Net (loss) earnings                                                                       (6.4)                            6.4                            (2.0)     85.9



     Net earnings attributable to noncontrolling interest                                                 (0.3)                          (0.1)                           (0.2)    (1.1)




     
              Net (loss) earnings attributable to Modine                                               $(6.7)                           $6.3                           $(2.2)    $84.8








     Net (loss) earnings per share attributable to Modine shareholders - diluted:                       $(0.13)                          $0.12                          $(0.04)    $1.65





     Weighted-average shares outstanding - diluted:                                                        50.9                            51.4                             50.8      51.3



       
                Condensed consolidated balance sheets (unaudited)


                                                                                         
            (In millions)



                                                      
              
         March 31, 2020  
       March 31, 2019




       
                Assets

    ---

        Cash and cash equivalents                                                $70.9                     $41.7



       Trade receivables                                                        292.5                     338.6



       Inventories                                                              207.4                     200.7


        Other current assets                                                      62.5                      65.8



                     Total current assets                                        633.3                     646.8



        Property, plant and equipment
         -net                                                                    448.0                     484.7


        Intangible assets -net                                                   106.3                     116.2



       Goodwill                                                                 166.1                     168.5


        Deferred income taxes                                                    104.8                      97.1


        Other noncurrent assets                                                   77.6                      24.7



                     Total assets                                             $1,536.1                  $1,538.0





                     Liabilities and shareholders'
                      equity

    ---

        Debt due within one year                                                 $30.4                     $67.5



       Accounts payable                                                         227.4                     280.9


        Other current liabilities                                                114.2                     121.6



                     Total current liabilities                                   372.0                     470.0




       Long-term debt                                                           452.0                     382.2


        Other noncurrent liabilities                                             218.5                     144.7



                     Total liabilities                                         1,042.5                     996.9




       Total equity                                                             493.6                     541.1



                     Total liabilities & equity                               $1,536.1                  $1,538.0



     
                Modine Manufacturing Company



     
                Condensed consolidated statements of cash flows (unaudited)


                                                                                        
              (In millions)





                                                                                     Twelve months ended March 31,


                                                                                 2020                                 2019

                                                                                                                      ---


     
                Cash flows from operating activities:



     Net (loss) earnings                                                      $(2.0)                               $85.9



     Adjustments to reconcile net (loss) earnings to net cash provided by



     operating activities:



     Depreciation and amortization                                              77.1                                 76.9



     Impairment charges                                                          8.6                                  0.4



     (Gain) loss on sale of assets                                             (0.8)                                 1.7



     Stock-based compensation expense                                            6.6                                  7.9



     Deferred income taxes                                                       1.0                                (4.4)



     Other - net                                                                 5.6                                  5.3



     Changes in operating assets and liabilities:



     Trade accounts receivable                                                  36.6                               (15.3)



     Inventories                                                              (12.0)                              (22.0)



     Accounts payable                                                         (37.7)                                16.6



     Accrued compensation and employee benefits                               (15.2)                              (10.1)



     Other assets                                                               14.7                               (11.8)



     Other liabilities                                                        (24.6)                              (27.8)

                                                                                                                      ---


     
                Net cash provided by operating activities                     57.9                                103.3

                                                                                                                      ---




     
                Cash flows from investing activities:



     Expenditures for property, plant and equipment                           (71.3)                              (73.9)



     Proceeds from disposition of assets                                         6.2                                  0.3



     Other - net                                                                 4.6                                  0.8



     
                Net cash used for investing activities                      (60.5)                              (72.8)

                                                                                                                      ---




     
                Cash flows from financing activities:



     Net increase (decrease) in debt                                            42.9                               (20.7)



     Other - net                                                               (9.6)                               (5.2)


                   Net cash provided by (used for) financing activities          33.3                               (25.9)

                                                                                                                      ---




     Effect of exchange rate changes on cash                                   (1.6)                               (2.7)

                                                                                                                      ---



                   Net increase in cash, cash equivalents and restricted cash    29.1                                  1.9




      Cash, cash equivalents and restricted cash -beginning of period            42.2                                 40.3




                   Cash, cash equivalents and restricted cash -end of period    $71.3                                $42.2



     
                Segment operating results (unaudited)


                                                                                                                    
     (In millions)





                                               Three months ended March 31, Twelve months ended March 31,


                                                                       2020                           2019     2020               2019




     Net sales:


      Vehicular Thermal
       Solutions                                                     $279.5                         $340.0 $1,177.2           $1,351.7


      Commercial and
       Industrial Solutions                                           150.9                          178.5    623.9              707.6


      Building HVAC Systems                                            51.2                           52.5    221.1              212.4


                   Segment total                                      481.6                          571.0  2,022.2            2,271.7


      Corporate and
       eliminations                                                   (8.7)                        (14.3)  (46.7)            (59.0)



                   Net sales                                         $472.9                         $556.7 $1,975.5           $2,212.7





                                          
     Three months ended March 31,                   
         Twelve months ended March 31,



                                                                    2020                     2019                                            2020      2019




     Gross profit:                                      
               $'s 
     % of sales                     
               $'s      
     % of sales       
      $'s    
     % of sales       
     $'s    
     % of sales




     Vehicular Thermal Solutions                                  $35.7             12.8%                           $46.9                  13.8%   $144.9               12.3%   $186.9              13.8%



     Commercial and Industrial Solutions                           23.0             15.3%                            29.8                  16.7%     92.9               14.9%    114.9              16.2%



     Building HVAC Systems                                         17.0             33.3%                            14.8                  28.2%     71.5               32.3%     63.4              29.9%




     
                Segment total                                    75.7             15.7%                            91.5                  16.0%    309.3               15.3%    365.2              16.1%



     Corporate and eliminations                                   (0.8)                                              0.1                           (1.8)                         0.3



     
                Gross profit                                    $74.9             15.8%                           $91.6                  16.4%   $307.5               15.6%   $365.5              16.5%





                                                Three months ended March 31,            Twelve months ended March 31,


                                            2020                          2019     2020                          2019




     Operating income:



     Vehicular Thermal Solutions         $(1.4)                         $9.7    $27.6                         $64.8



     Commercial and Industrial Solutions    7.1                          14.2     32.9                          53.4



     Building HVAC Systems                  8.8                           5.9     36.4                          26.9



     
                Segment total            14.5                          29.8     96.9                         145.1



     Corporate and eliminations           (8.9)                       (11.3)  (59.0)                       (35.4)




     
                Operating income (a)     $5.6                         $18.5    $37.9                        $109.7



                            (a)               See the
                                               adjusted
                                               operating
                                               income
                                               reconciliation
                                               on the next
                                               page for
                                               information on
                                               restructuring
                                               expenses and
                                               other
                                               adjustments.



     
                Modine Manufacturing Company



     
                Adjusted financial results (unaudited)






                                               
              (In millions, except per share amounts)





                                                    Three months ended March 31,                           Twelve months ended March 31,


                                                 2020                         2019                    2020                                    2019

                                                                                                                                            ---

      Operating income                           $5.6                        $18.5                   $37.9                                  $109.7


      Automotive
       separation and
       strategy costs(a)                          5.0                          5.9                    39.2                                     7.1


      Restructuring
       expenses (b)                               5.5                          8.9                    12.2                                     9.6


      Impairment charges
       (c)                                        8.6                                                 8.6                                     0.4


      (Gain) loss on sale
       of assets(d)                                                                                (0.8)                                    1.7


      Environmental
       charges (e)                                0.1                          1.3                     0.2                                     3.2


      Acquisition
       integration costs
       (f)                                                                                                                                  0.2


                   Adjusted operating
                    income                      $24.8                        $34.6                   $97.3                                  $131.9





      Net (loss) earnings
       per share
       attributable to
       Modine shareholders
       -diluted                               $(0.13)                       $0.12                 $(0.04)                                  $1.65


      Automotive
       separation and
       strategy costs(a)                         0.07                         0.09                    0.58                                    0.10


      Restructuring
       expenses (b)                              0.08                         0.17                    0.19                                    0.18


      Impairment charges
       (c)                                       0.13                                                0.13                                    0.01


      (Gain) loss on sale
       of assets(d)                                                                               (0.01)                                   0.03


      Environmental
       charges (e)                                                           0.02                                                           0.05


      Tax valuation
       allowances (g)                            0.08                                                0.14                                  (0.02)


      Tax from legal
       entity
       restructuring (h)                         0.01                                                0.06                                       -


      U.S. tax reform(i)                                                                                                                 (0.43)


                   Adjusted earnings
                    per share                   $0.24                        $0.40                   $1.05                                   $1.57



                            (a)               During fiscal 2020
                                               and 2019, the
                                               Company recorded
                                               $39.2 million and
                                               $7.1 million,
                                               respectively, of
                                               costs at Corporate
                                               directly associated
                                               with its review of
                                               strategic
                                               alternatives for the
                                               Vehicular Thermal
                                               Solutions ("VTS")
                                               segment's automotive
                                               business, including
                                               costs to separate
                                               and prepare the
                                               business for a
                                               potential sale.
                                               With the exception
                                               of $3.1 million of
                                               costs in fiscal 2020
                                               associated with
                                               program and
                                               equipment transfers
                                               recorded as costs of
                                               sales, these costs
                                               were recorded as
                                               SG&A expenses and
                                               primarily related to
                                               accounting, legal,
                                               and IT professional
                                               services.  The tax
                                               benefit related to
                                               these costs during
                                               the fourth quarter
                                               of fiscal 2020 and
                                               2019 was $1.3
                                               million and $1.5
                                               million,
                                               respectively.  The
                                               tax benefit related
                                               to these costs
                                               during fiscal 2020
                                               and 2019 was $9.6
                                               million and $1.8
                                               million,
                                               respectively.




                            (b)               Restructuring
                                               expenses primarily
                                               relate to employee
                                               severance expenses,
                                               largely resulting
                                               from targeted
                                               headcount
                                               reductions, and
                                               equipment transfer
                                               and plant
                                               consolidation costs.
                                               The tax benefit
                                               related to these
                                               costs during the
                                               fourth quarter of
                                               fiscal 2020 and
                                               fiscal 2019 was $1.3
                                               million and $0.2
                                               million,
                                               respectively.  The
                                               tax benefit related
                                               to these costs
                                               during fiscal 2020
                                               and fiscal 2019 was
                                               $2.3 million and
                                               $0.2 million,
                                               respectively.




                            (c)               During the fourth
                                               quarter of fiscal
                                               2020, the Company
                                               recorded asset
                                               impairment charges
                                               totaling $8.0
                                               million within the
                                               VTS segment,
                                               primarily related to
                                               manufacturing
                                               facilities in
                                               Austria and Germany.
                                                The Company
                                                anticipates the
                                               future cash flows at
                                               these facilities
                                               will be negatively
                                               impacted by planned
                                               wind downs of
                                               certain commercial
                                               vehicle and
                                               automotive programs.
                                                Also in the fourth
                                                quarter of fiscal
                                               2020, the Company
                                               recorded a $0.6
                                               million impairment
                                               charge to reduce the
                                               carrying value of a
                                               previously-closed
                                               CIS manufacturing
                                               facility in Austria
                                               to its current
                                               estimated fair
                                               value.  The tax
                                               benefit related to
                                               these impairment
                                               charges was $1.8
                                               million.  During
                                               fiscal 2019, the
                                               Company recorded a
                                               $0.4 million
                                               impairment charge
                                               related to the CIS
                                               facility in Austria.




                            (d)               During fiscal 2020,
                                               the VTS segment sold
                                               a previously-closed
                                               manufacturing
                                               facility in Germany
                                               and, as a result,
                                               recorded a gain of
                                               $0.8 million.
                                               During fiscal 2019,
                                               the Building HVAC
                                               Systems segment sold
                                               its operations in
                                               South Africa and, as
                                               a result, recorded a
                                               loss of $1.7
                                               million. Annual
                                               sales for this
                                               disposed business
                                               were less than $2.0
                                               million. There were
                                               no tax impacts
                                               associated with
                                               these transactions.




                            (e)               Environmental
                                               charges, including
                                               related legal costs,
                                               are recorded as SG&A
                                               expenses and relate
                                               to previously-owned
                                               U.S. manufacturing
                                               facilities in the
                                               VTS segment.




                            (f)               These costs related
                                               to the Company's
                                               acquisition and
                                               integration of the
                                               Luvata Heat Transfer
                                               Solutions business.




                            (g)               During fiscal 2020,
                                               the Company adjusted
                                               its valuation
                                               allowances on
                                               deferred tax assets
                                               in the U.S and in
                                               Brazil.  As a
                                               result, the Company
                                               recorded net income
                                               tax charges totaling
                                               $3.0 million and
                                               $4.1 million in the
                                               third and fourth
                                               quarters of fiscal
                                               2020, respectively.
                                               During fiscal 2019,
                                               the Company adjusted
                                               its valuation
                                               allowances on
                                               deferred tax assets
                                               related to two
                                               separate
                                               subsidiaries in
                                               China.  As a result,
                                               the Company recorded
                                               a $2.0 million
                                               income tax benefit
                                               in the first quarter
                                               of fiscal 2019 and
                                               an income tax charge
                                               of $1.0 million in
                                               the second quarter
                                               of fiscal 2019.




                            (h)               During fiscal 2020,
                                               the Company recorded
                                               a net income tax
                                               charge totaling $2.9
                                               million as a result
                                               of legal

                                             entity restructuring
                                               completed in
                                               preparation of a
                                               potential sale of
                                               the automotive
                                               business.




                            (i)               During fiscal 2019,
                                               the Company recorded
                                               income tax benefits
                                               totaling $22.2
                                               million, primarily
                                               related to
                                               transition tax
                                               obligations
                                               associated with tax
                                               reform legislation
                                               in the U.S. that was
                                               enacted in December
                                               2017 and the
                                               recognition of tax
                                               assets for foreign
                                               tax credits.



     
                Modine Manufacturing Company



     
                Net debt (unaudited)


                                                                                        
              (In millions)





                                     
              
                March 31, 2020  
            March 31, 2019



      Debt due within
       one year                                                        $30.4                                  $67.5


      Long-term debt                                                   452.0                                  382.2


      Total debt                                                       482.4                                  449.7





      Less: cash and
       cash equivalents                                                 70.9                                   41.7



                   Net debt                                           $411.5                                 $408.0








     
                Free cash flow (unaudited)


                                                                                                                             
     (In millions)





                                     
              Three months ended March 31,   Twelve months ended March 31,


                                                                        2020                                   2019     2020                 2019



      Net cash provided
       by operating
       activities                                                      $12.0                                  $35.9    $57.9               $103.3


      Expenditures for
       property, plant
       and equipment                                                  (13.1)                                (15.2)  (71.3)              (73.9)


                   Free cash flow                                     $(1.1)                                 $20.7  $(13.4)               $29.4

                                                                                                                                           ===

Kathleen Powers
(262) 636-1687
kathleen.t.powers@modine.com

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SOURCE Modine Manufacturing Company