ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
|
|
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
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Large Accelerated Filer ☐
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|
Non-accelerated Filer ☐
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Smaller reporting company
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Emerging growth company
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Incorporated Document
|
Location in Form 10-K
|
Proxy Statement for the 2023 Annual
Meeting of Shareholders
|
Part III of Form 10-K
(Items 10, 11, 12, 13, 14)
|
PART I
|
|||
ITEM 1.
|
1
|
||
ITEM 1A.
|
11 | ||
ITEM 1B.
|
19 | ||
ITEM 2.
|
19 | ||
ITEM 3.
|
19 | ||
ITEM 4.
|
20 | ||
20 | |||
PART II
|
|||
ITEM 5.
|
21 | ||
ITEM 6.
|
22 | ||
ITEM 7.
|
22 | ||
ITEM 7A.
|
38 | ||
ITEM 8.
|
42 | ||
ITEM 9.
|
84 | ||
ITEM 9A.
|
84 | ||
ITEM 9B.
|
84 | ||
ITEM 9C.
|
84 | ||
PART III
|
|||
ITEM 10.
|
85 | ||
ITEM 11.
|
85 | ||
ITEM 12. | 85 | ||
ITEM 13. | 86 | ||
ITEM 14. | 86 | ||
PART IV
|
|||
ITEM 15. | 86 | ||
ITEM 16. | 86 | ||
87 | |||
88 | |||
92 |
− |
Heating, ventilation and cooling OEMs;
|
− |
Construction architects and contractors;
|
− |
Wholesalers of heating equipment;
|
− |
Agricultural, industrial and construction equipment OEMs;
|
− |
Commercial and industrial equipment OEMs; and
|
− |
Automobile, truck, bus, and specialty vehicle OEMs.
|
Fiscal 2023
|
|
Fiscal 2022
|
|
Air-cooled
|
28%
|
|
28%
|
Heat transfer
|
23%
|
|
23%
|
Liquid-cooled
|
21%
|
|
22%
|
HVAC & refrigeration
|
15%
|
|
16%
|
Data center cooling
|
7%
|
|
5%
|
Advanced solutions
|
6%
|
|
6%
|
North America
|
South America
|
Europe
|
Asia
|
|
|
|
|
United States
Mexico
|
Brazil
|
Germany
Hungary
Italy
Netherlands
Serbia
Spain
Sweden
United Kingdom
|
China
India
South Korea
United Arab Emirates
|
− |
Code of Conduct, which is applicable to all Modine directors and employees, including our executive officers;
|
− |
Guidelines on Corporate Governance;
|
− |
Audit Committee Charter;
|
− |
Human Capital and Compensation Committee Charter;
|
− |
Corporate Governance and Nominating Committee Charter; and
|
− |
Technology Committee Charter.
|
ITEM 1A. |
RISK FACTORS.
|
A. |
MARKET RISKS
|
B. |
OPERATIONAL RISKS
|
C. |
STRATEGIC RISKS
|
D. |
FINANCIAL RISKS
|
E. |
GENERAL RISKS
|
ITEM 2. |
PROPERTIES.
|
|
|
Americas
|
|
Europe
|
|
Asia
|
|
Total
|
Climate Solutions
|
|
6
|
|
9
|
|
1
|
|
16
|
Performance Technologies
|
|
7
|
|
7
|
|
6
|
|
20
|
Total manufacturing facilities
|
|
13
|
|
16
|
|
7
|
|
36
|
ITEM 3. |
LEGAL PROCEEDINGS.
|
ITEM 4. |
MINE SAFETY DISCLOSURES.
|
Name
|
Age
|
Position
|
||
Brian J. Agen
|
54
|
Vice President, Human Resources (October 2012 – Present).
|
||
Neil D. Brinker
|
47
|
President and Chief Executive Officer (December 2020 – Present). Prior to joining Modine, Mr. Brinker served as President and Chief Operating Officer of Advanced Energy Industries, Inc. after serving as its Executive Vice President and
Chief Operating Officer. Prior to joining Advanced Energy Industries, Inc, Mr. Brinker served as a Group President at IDEX Corporation.
|
||
Michael B. Lucareli
|
54
|
Executive Vice President, Chief Financial Officer (May 2021 – Present); previously Vice President, Finance and Chief Financial Officer for the Company.
|
||
Eric S. McGinnis
|
52
|
President, Climate Solutions (April 2022 – Present); previously Vice President, Building HVAC upon joining Modine in August 2021. Prior to joining Modine, Mr. McGinnis served as President, Industrial Systems at Regal Beloit.
|
||
Adrian I. Peace
|
55
|
President, Performance Technologies (April 2022 – Present); previously Vice President, Commercial & Industrial Solutions upon joining Modine in August 2021. Prior to joining Modine, Mr. Peace served as a Strategy Advisor for AIP
LLC. Prior to AIP LLC, Mr. Peace served as Senior Vice President, Emerging Business Operations for Republic Services.
|
||
Sylvia A. Stein
|
56
|
Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer (February 2020 – Present); previously Vice President, General Counsel and Corporate Secretary for the Company.
|
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
Period
|
Total Number of
Shares Purchased
|
Average
Price Paid
Per Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
Maximum Number (or
Approximate Dollar
Value) of Shares
that May Yet Be Purchased
Under the Plans or Programs (a)
|
January 1 – January 31, 2023
|
_______
|
_______
|
_______
|
$47,909,372
|
February 1 – February 28, 2023
|
3,562 (b)
|
$24.64
|
_______
|
$47,909,372
|
March 1 – March 31, 2023
|
110,750 (b) (c)
|
$25.48
|
100,000
|
$45,372,391
|
Total
|
114,312 (b) (c)
|
$25.46
|
100,000
|
(a) |
Effective November 5, 2022, the Company’s Board of Directors authorized the Company to repurchase up to $50.0 million of Modine common stock at such times and prices that it deems to be appropriate. This authorization expires in
November 2024.
|
(b) |
Includes shares delivered back to the Company by employees and/or directors to satisfy tax withholding obligations that arise upon the vesting of stock awards. The Company, pursuant to its equity compensation plans, gives participants
the opportunity to turn back to the Company the number of shares from the award sufficient to satisfy tax withholding obligations that arise upon the termination of restrictions. These shares are held as treasury shares.
|
(c) |
Includes shares acquired pursuant to the repurchase program described in (a) above.
|
Indexed Returns
|
||||||||||||||||||||||||
Initial Investment
|
Years ended March 31,
|
|||||||||||||||||||||||
Company / Index
|
March 31, 2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
||||||||||||||||||
Modine Manufacturing Company
|
$
|
100
|
$
|
65.58
|
$
|
15.37
|
$
|
69.83
|
$
|
42.60
|
$
|
108.98
|
||||||||||||
Russell 2000 Index
|
100
|
102.05
|
77.57
|
151.14
|
142.39
|
125.87
|
||||||||||||||||||
S&P SmallCap 600 Industrials Index
|
100
|
98.85
|
76.59
|
149.62
|
149.63
|
156.62
|
ITEM 6. |
RESERVED
|
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
Years ended March 31,
|
||||||||||||||||||||||||
2023
|
2022
|
2021
|
||||||||||||||||||||||
(in millions)
|
$’s
|
% of sales
|
$’s
|
% of sales
|
$’s
|
% of sales
|
||||||||||||||||||
Net sales
|
$
|
2,298
|
100.0
|
%
|
$
|
2,050
|
100.0
|
%
|
$
|
1,808
|
100.0
|
%
|
||||||||||||
Cost of sales
|
1,909
|
83.1
|
%
|
1,741
|
84.9
|
%
|
1,515
|
83.8
|
%
|
|||||||||||||||
Gross profit
|
389
|
16.9
|
%
|
309
|
15.1
|
%
|
293
|
16.2
|
%
|
|||||||||||||||
Selling, general and administrative expenses
|
234
|
10.2
|
%
|
215
|
10.5
|
%
|
211
|
11.7
|
%
|
|||||||||||||||
Restructuring expenses
|
5
|
0.2
|
%
|
24
|
1.2
|
%
|
13
|
0.7
|
%
|
|||||||||||||||
Impairment charges (reversals) - net
|
-
|
-
|
(56
|
)
|
-2.7
|
%
|
167
|
9.2
|
%
|
|||||||||||||||
Loss on sale of assets
|
-
|
-
|
7
|
0.3
|
%
|
-
|
-
|
|||||||||||||||||
Operating income (loss)
|
150
|
6.5
|
%
|
119
|
5.8
|
%
|
(98
|
)
|
-5.4
|
%
|
||||||||||||||
Interest expense
|
(21
|
)
|
-0.9
|
%
|
(16
|
)
|
-0.8
|
%
|
(19
|
)
|
-1.1
|
%
|
||||||||||||
Other expense – net
|
(4
|
)
|
-0.2
|
%
|
(2
|
)
|
-0.1
|
%
|
(2
|
)
|
-0.1
|
%
|
||||||||||||
Earnings (loss) before income taxes
|
125
|
5.5
|
%
|
101
|
5.0
|
%
|
(119
|
)
|
-6.6
|
%
|
||||||||||||||
Benefit (provision) for income taxes
|
28
|
1.2
|
%
|
(15
|
)
|
-0.7
|
%
|
(90
|
)
|
-5.0
|
%
|
|||||||||||||
Net earnings (loss)
|
$
|
154
|
6.7
|
%
|
$
|
86
|
4.2
|
%
|
$
|
(209
|
)
|
-11.6
|
%
|
Years ended March 31,
|
||||||||||||||||||||||||
2023
|
2022
|
2021
|
||||||||||||||||||||||
(in millions)
|
$’s
|
% of sales
|
$’s
|
% of sales
|
$’s
|
% of sales
|
||||||||||||||||||
Net sales
|
$
|
1,012
|
100.0
|
%
|
$
|
911
|
100.0
|
%
|
$
|
731
|
100.0
|
%
|
||||||||||||
Cost of sales
|
788
|
77.9
|
%
|
744
|
81.7
|
%
|
595
|
81.3
|
%
|
|||||||||||||||
Gross profit
|
224
|
22.1
|
%
|
166
|
18.3
|
%
|
137
|
18.7
|
%
|
|||||||||||||||
Selling, general and administrative expenses
|
97
|
9.6
|
%
|
90
|
9.9
|
%
|
82
|
11.2
|
%
|
|||||||||||||||
Restructuring expenses
|
2
|
0.2
|
%
|
2
|
0.2
|
%
|
5
|
0.7
|
%
|
|||||||||||||||
Operating income
|
$
|
124
|
12.3
|
%
|
$
|
73
|
8.1
|
%
|
$
|
50
|
6.8
|
%
|
Years ended March 31,
|
||||||||||||||||||||||||
2023
|
2022
|
2021
|
||||||||||||||||||||||
(in millions)
|
$’s
|
% of sales
|
$’s
|
% of sales
|
$’s
|
% of sales
|
||||||||||||||||||
Net sales
|
$
|
1,316
|
100.0
|
%
|
$
|
1,172
|
100.0
|
%
|
$
|
1,109
|
100.0
|
%
|
||||||||||||
Cost of sales
|
1,150
|
87.4
|
%
|
1,030
|
87.9
|
%
|
952
|
85.8
|
%
|
|||||||||||||||
Gross profit
|
166
|
12.6
|
%
|
142
|
12.1
|
%
|
157
|
14.2
|
%
|
|||||||||||||||
Selling, general and administrative expenses
|
98
|
7.4
|
%
|
99
|
8.4
|
%
|
93
|
8.4
|
%
|
|||||||||||||||
Restructuring expenses
|
3
|
0.2
|
%
|
22
|
1.9
|
%
|
7
|
0.6
|
%
|
|||||||||||||||
Impairment charges (reversals) - net
|
-
|
-
|
(56
|
)
|
-4.8
|
%
|
167
|
15.0
|
%
|
|||||||||||||||
Operating income (loss)
|
$
|
66
|
5.0
|
%
|
$
|
77
|
6.6
|
%
|
$
|
(109
|
)
|
-9.8
|
%
|
• |
The impact of potential adverse developments or disruptions in the global economy and financial markets, including impacts related to inflation, including rising energy costs, along with supply chain challenges, tariffs, sanctions and
other trade issues or cross-border trade restrictions (and any potential resulting trade war), and including impacts associated with the military conflict between Russia and Ukraine;
|
• |
The impact of other economic, social and political conditions, changes, challenges and unrest, particularly in the geographic, product and financial markets where we and our customers operate and compete, including foreign currency
exchange rate fluctuations; increases in interest rates; recession and recovery therefrom; and the general uncertainties about the impact of regulatory and/or policy changes, including those related to tax and trade that have been or may be
implemented in the U.S. or abroad;
|
• |
The impact of potential further price increases associated with raw materials, including aluminum, copper, steel and stainless steel (nickel), and other purchased component inventory including, but not limited to, increases in the
underlying material cost based upon the London Metal Exchange and related premiums or fabrication costs. These prices may be impacted by a variety of factors, including changes in trade laws and tariffs, the behavior of our suppliers and
significant fluctuations in demand. This risk includes our ability to successfully manage our exposure and our ability to adjust product pricing in response to price increases, including through our quotation process or through contract
provisions for prospective price adjustments, as well as the inherent lag in timing of such contract provisions;
|
• |
Our ability to mitigate increased labor costs and labor shortages;
|
• |
The impact of public health threats, such as COVID-19, on the national and global economy, our business, suppliers (and the supply chain), customers, and employees; and
|
• |
The impact of current and future environmental laws and regulations on our business and the businesses of our customers, including our ability to take advantage of opportunities to supply alternative new technologies to meet
environmental and/or energy standards and objectives.
|
• |
The impact of problems, including logistic and transportation challenges, associated with suppliers meeting our quantity, quality, price and timing demands, and the overall health of our suppliers, including their ability and willingness
to supply our volume demands if their production capacity becomes constrained;
|
• |
The overall health of and price-reduction pressure from our vehicular customers in light of economic and market-specific factors, the potential lower overall win rate for sales programs with contractual price reductions as a result of
pricing strategies to ensure satisfactory profit margins for the duration of the programs, and the potential impact on us from any deterioration in the stability or performance of any of our major customers;
|
• |
Our ability to maintain current customer relationships and compete effectively for new business, including our ability to achieve profit margins acceptable to us by offsetting or otherwise addressing any cost increases associated with
supply chain challenges and inflationary market conditions;
|
• |
The impact of product or manufacturing difficulties or operating inefficiencies, including any program launch and product transfer challenges and warranty claims;
|
• |
The impact of delays or modifications initiated by major customers with respect to program launches, product applications or requirements;
|
• |
Our ability to consistently structure our operations in order to develop and maintain a competitive cost base with appropriately skilled and stable labor, while also positioning ourselves geographically, so that we can continue to
support our customers with the technical expertise and market-leading products they demand and expect from Modine;
|
• |
Our ability to effectively and efficiently manage our cost structure in response to sales volume increases or decreases and to complete restructuring activities and realize the anticipated benefits of those activities;
|
• |
Costs and other effects of the investigation and remediation of environmental contamination; including when related to the actions or inactions of others and/or facilities over which we have no control;
|
• |
Our ability to recruit and maintain talent, including personnel in managerial, leadership, operational and administrative functions, in light of tight global labor markets;
|
• |
Our ability to protect our proprietary information and intellectual property from theft or attack by internal or external sources;
|
• |
The impact of a substantial disruption or material breach of our information technology systems, and any related delays, problems or costs;
|
• |
Increasingly complex and restrictive laws and regulations, including those associated with being a U.S. public company and others present in various jurisdictions in which we operate, and the costs associated with compliance therewith;
|
• |
Work stoppages or interference at our facilities or those of our major customers and/or suppliers;
|
• |
The constant and increasing pressures associated with healthcare and associated insurance costs; and
|
• |
Costs and other effects of litigation, claims, or other obligations.
|
• |
Our ability to successfully realize anticipated benefits from strategic initiatives and our continued application of 80/20 principles to our business, through which we are focused on reducing complexity and growing businesses with strong
market drivers;
|
• |
Our ability to identify and execute on organic growth opportunities and acquisitions, and to efficiently and successfully integrate acquired businesses;
|
• |
Our ability to successfully execute strategies to reduce costs and improve operating margins; and
|
• |
The potential impacts from actions by activist shareholders, including disruption of our business and related costs.
|
• |
Our ability to fund our global liquidity requirements efficiently for our current operations and meet our long-term commitments in the event of disruption in or tightening of the credit markets
or extended recessionary conditions in the global economy;
|
• |
The impact of increases in interest rates in relation to our variable-rate debt obligations;
|
• |
The impact of changes in federal, state or local taxes that could have the effect of increasing our income tax expense;
|
• |
Our ability to comply with the financial covenants in our credit agreements, including our leverage ratio (net debt divided by Adjusted EBITDA, as defined in our credit agreements) and our interest coverage ratio (Adjusted EBITDA divided
by interest expense, as defined in our credit agreements);
|
• |
The potential unfavorable impact of foreign currency exchange rate fluctuations on our financial results; and
|
• |
Our ability to effectively realize the benefits of deferred tax assets in various jurisdictions in which we operate.
|
• |
Cash and investments – We review cash deposits and short-term investments to ensure banks have acceptable credit ratings, and short-term investments are maintained in secured or guaranteed
instruments. We consider our holdings in cash and investments to be stable and secure at March 31, 2023;
|
• |
Trade accounts receivable – Prior to granting credit, we evaluate each customer, taking into consideration the customer’s financial condition, payment experience and credit information. After
credit is granted, we actively monitor the customer’s financial condition and applicable business news;
|
• |
Pension assets – We have retained outside advisors to assist in the management of the assets in our pension plans. In making investment decisions, we utilize an established risk management
protocol that focuses on protection of the plan assets against downside risk. We ensure that investments within these plans provide appropriate diversification, the investments are monitored by investment teams, and portfolio managers
adhere to the established investment policies. We believe the plan assets are subject to appropriate investment policies and controls; and
|
• |
Insurance – We monitor our insurance providers to ensure they maintain financial ratings that are acceptable to us. We have not identified any concerns in this regard based upon our reviews.
|
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
2023
|
2022
|
2021
|
||||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
||||||
Cost of sales
|
|
|
|
|||||||||
Gross profit
|
|
|
|
|||||||||
Selling, general and administrative expenses
|
|
|
|
|||||||||
Restructuring expenses
|
|
|
|
|||||||||
Impairment charges (reversals) – net
|
|
(
|
)
|
|
||||||||
Loss on sale of assets
|
|
|
|
|||||||||
Operating income (loss)
|
|
|
(
|
)
|
||||||||
Interest expense
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Other expense – net
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Earnings (loss) before income taxes
|
|
|
(
|
)
|
||||||||
Benefit (provision) for income taxes
|
|
(
|
)
|
(
|
)
|
|||||||
Net earnings (loss)
|
|
|
(
|
)
|
||||||||
Net earnings attributable to noncontrolling interest
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Net earnings (loss) attributable to Modine
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Net earnings (loss) per share attributable to Modine shareholders:
|
||||||||||||
Basic
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Diluted
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Weighted-average shares outstanding:
|
||||||||||||
Basic
|
|
|
|
|||||||||
Diluted
|
|
|
|
2023
|
2022
|
2021
|
||||||||||
Net earnings (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation
|
(
|
)
|
(
|
)
|
|
|||||||
Defined benefit plans, net of income taxes of $
|
|
|
|
|||||||||
Cash flow hedges, net of income taxes of $
|
|
|
|
|||||||||
Total other comprehensive income (loss)
|
(
|
)
|
|
|
||||||||
Comprehensive income (loss)
|
|
|
(
|
)
|
||||||||
Comprehensive income attributable to noncontrolling interest
|
|
(
|
)
|
(
|
)
|
|||||||
Comprehensive income (loss) attributable to Modine
|
$
|
|
$
|
|
$
|
(
|
)
|
2023
|
2022
|
|||||||
ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Trade accounts receivable – net
|
|
|
||||||
Inventories
|
|
|
||||||
Other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Property, plant and equipment – net
|
|
|
||||||
Intangible assets – net
|
|
|
||||||
Goodwill
|
|
|
||||||
Deferred income taxes
|
|
|
||||||
Other noncurrent assets
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Short-term debt
|
$
|
|
$
|
|
||||
Long-term debt – current portion
|
|
|
||||||
Accounts payable
|
|
|
||||||
Accrued compensation and employee benefits
|
|
|
||||||
Other current liabilities
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Long-term debt
|
|
|
||||||
Deferred income taxes
|
|
|
||||||
Pensions
|
|
|
||||||
Other noncurrent liabilities
|
|
|
||||||
Total liabilities
|
|
|
||||||
Commitments and contingencies (see Note 20)
|
||||||||
Shareholders’ equity:
|
||||||||
Preferred stock, $
|
|
|
||||||
Common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Retained earnings
|
|
|
||||||
Accumulated other comprehensive loss
|
(
|
)
|
(
|
)
|
||||
Treasury stock, at cost,
|
(
|
)
|
(
|
)
|
||||
Total Modine shareholders’ equity
|
|
|
||||||
Noncontrolling interest
|
|
|
||||||
Total equity
|
|
|
||||||
Total liabilities and equity
|
$
|
|
$
|
|
2023
|
2022
|
2021
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net earnings (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
|
|
|
|||||||||
Impairment charges (reversals) – net
|
|
(
|
)
|
|
||||||||
Loss on sale of assets
|
|
|
|
|||||||||
Stock-based compensation expense
|
|
|
|
|||||||||
Deferred income taxes
|
(
|
)
|
(
|
)
|
|
|||||||
Other – net
|
|
|
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Trade accounts receivable
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Inventories
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Accounts payable
|
|
|
|
|||||||||
Accrued compensation and employee benefits
|
|
|
|
|||||||||
Other assets
|
|
(
|
)
|
|
||||||||
Other liabilities
|
|
(
|
)
|
(
|
)
|
|||||||
Net cash provided by operating activities
|
|
|
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Expenditures for property, plant and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Proceeds from (payments for) dispositions of assets
|
|
(
|
)
|
|
||||||||
Disbursements for loan origination (see Note 1)
|
|
(
|
)
|
|
||||||||
Proceeds from maturities of short-term investments
|
|
|
|
|||||||||
Purchases of short-term investments
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Other – net
|
|
|
|
|||||||||
Net cash used for investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash flows from financing activities:
|
||||||||||||
Borrowings of debt
|
|
|
|
|||||||||
Repayments of debt
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Borrowings (repayments) on bank overdraft facilities – net
|
|
(
|
)
|
|
||||||||
Purchase of treasury stock under share repurchase program
|
( |
) | ||||||||||
Dividend paid to noncontrolling interest
|
(
|
)
|
(
|
)
|
|
|||||||
Financing fees paid
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Other – net
|
|
(
|
)
|
|
||||||||
Net cash (used for) provided by financing activities
|
(
|
)
|
|
(
|
)
|
|||||||
Effect of exchange rate changes on cash
|
(
|
)
|
(
|
)
|
|
|||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
(
|
)
|
(
|
)
|
|||||||
Cash, cash equivalents and restricted cash – beginning of year
|
|
|
|
|||||||||
Cash, cash equivalents and restricted cash – end of year
|
$
|
|
$
|
|
$
|
|
Common stock
|
Additional
paid-in
|
Retained
|
Accumulated other
comprehensive
|
Treasury
stock, at
|
Non-
controlling
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
capital
|
earnings
|
loss
|
cost
|
interest
|
Total
|
|||||||||||||||||||||||||
Balance, March 31, 2020
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||||||||
Net (loss) earnings
|
-
|
|
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||||||||||||
Other comprehensive income
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Stock options and awards
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Purchase of treasury stock
|
-
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||
Stock-based compensation expense
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance, March 31, 2021
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
||||||||||||||||||||||
Net earnings
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Other comprehensive income (loss)
|
-
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||
Stock options and awards
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Purchase of treasury stock
|
-
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||
Stock-based compensation expense
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Dividend paid to noncontrolling interest
|
- | ( |
) | ( |
) | |||||||||||||||||||||||||||
Balance, March 31, 2022
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
||||||||||||||||||||||
Net earnings
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Other comprehensive loss
|
-
|
|
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||
Stock options and awards
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Purchase of treasury stock
|
-
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||
Stock-based compensation expense
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Dividend paid to noncontrolling interest
|
-
|
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||
Balance, March 31, 2023
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
Years ended March 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Interest paid
|
$
|
|
$
|
|
$
|
|
||||||
Income taxes paid
|
|
|
|
Year ended March 31, 2023
|
||||||||||||
Climate
Solutions
|
Performance
Technologies
|
Segment
Total
|
||||||||||
Product groups:
|
||||||||||||
Heat transfer
|
$
|
|
$
|
|
$
|
|
||||||
HVAC & refrigeration
|
|
|
|
|||||||||
Data center cooling
|
|
|
|
|||||||||
Air-cooled
|
|
|
|
|||||||||
Liquid-cooled
|
|
|
|
|||||||||
Advanced solutions
|
|
|
|
|||||||||
Inter-segment sales
|
|
|
|
|||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
||||||
Geographic location:
|
||||||||||||
Americas
|
$
|
|
$
|
|
$
|
|
||||||
Europe
|
|
|
|
|||||||||
Asia
|
|
|
|
|||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
||||||
Timing of revenue recognition:
|
||||||||||||
Products transferred at a point in time
|
$
|
|
$
|
|
$
|
|
||||||
Products transferred over time
|
|
|
|
|||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
Year ended March 31, 2022
|
||||||||||||
Climate
Solutions
|
Performance
Technologies
|
Segment
Total
|
||||||||||
Product groups:
|
||||||||||||
Heat transfer
|
$
|
|
$
|
|
$
|
|
||||||
HVAC & refrigeration
|
|
|
|
|||||||||
Data center cooling
|
|
|
|
|||||||||
Air-cooled
|
|
|
|
|||||||||
Liquid-cooled
|
|
|
|
|||||||||
Advanced solutions
|
|
|
|
|||||||||
Inter-segment sales
|
|
|
|
|||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
||||||
Geographic location:
|
||||||||||||
Americas
|
$
|
|
$
|
|
$
|
|
||||||
Europe
|
|
|
|
|||||||||
Asia
|
|
|
|
|||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
||||||
Timing of revenue recognition:
|
||||||||||||
Products transferred at a point in time
|
$
|
|
$
|
|
$
|
|
||||||
Products transferred over time
|
|
|
|
|||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
Year ended March 31, 2021
|
||||||||||||
Climate
Solutions
|
Performance
Technologies
|
Segment
Total
|
||||||||||
Product groups:
|
||||||||||||
Heat transfer
|
$
|
|
$
|
|
$
|
|
||||||
HVAC & refrigeration
|
|
|
|
|||||||||
Data center cooling
|
|
|
|
|||||||||
Air-cooled
|
|
|
|
|||||||||
Liquid-cooled
|
|
|
|
|||||||||
Advanced solutions
|
|
|
|
|||||||||
Inter-segment sales
|
|
|
|
|||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
||||||
Geographic location:
|
||||||||||||
Americas
|
$
|
|
$
|
|
$
|
|
||||||
Europe
|
|
|
|
|||||||||
Asia
|
|
|
|
|||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
||||||
Timing of revenue recognition:
|
||||||||||||
Products transferred at a point in time
|
$
|
|
$
|
|
$
|
|
||||||
Products transferred over time
|
|
|
|
|||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
March 31, 2023
|
March 31, 2022
|
|||||||
Contract assets
|
$
|
|
$
|
|
||||
Contract liabilities
|
|
|
• |
Level 1 – Quoted prices for identical instruments in active markets.
|
• |
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and
model-derived valuations in which all significant inputs are observable in active markets.
|
• |
Level 3 – Model-derived valuations in which one or more significant inputs are not observable.
|
March 31, 2023
|
||||||||||||
Level 1
|
Level 2
|
Total
|
||||||||||
Money market investments
|
$
|
|
$
|
|
$
|
|
||||||
Pooled equity funds
|
|
|
|
|||||||||
Other
|
|
|
|
|||||||||
Fair value excluding investments measured at net asset value
|
|
|
|
|||||||||
Investments measured at net asset value
|
|
|||||||||||
Total fair value
|
$
|
|
March 31, 2022
|
||||||||||||
Level 1
|
Level 2
|
Total
|
||||||||||
Money market investments
|
$
|
|
$
|
|
$
|
|
||||||
Fixed income securities
|
|
|
|
|||||||||
Pooled equity funds
|
|
|
|
|||||||||
U.S. government and agency securities
|
|
|
|
|||||||||
Other
|
|
|
|
|||||||||
Fair value excluding investment measured at net asset value
|
|
|
|
|||||||||
Investments measured at net asset value
|
|
|||||||||||
Total fair value
|
$
|
|
Years ended March 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Fair value of options
|
$
|
|
$
|
|
$
|
|
||||||
Expected life of awards in years
|
|
|
|
|||||||||
Risk-free interest rate
|
|
%
|
|
%
|
|
%
|
||||||
Expected volatility of the Company’s stock
|
|
%
|
|
%
|
|
%
|
||||||
Expected dividend yield on the Company’s stock
|
|
%
|
|
%
|
|
%
|
Shares
|
Weighted-average
exercise price
|
Weighted-average
remaining contractual
term (years)
|
Aggregate
intrinsic value
|
|||||||||||||
Outstanding, beginning of year
|
|
$
|
|
|||||||||||||
Granted
|
|
|
||||||||||||||
Exercised
|
(
|
)
|
|
|||||||||||||
Forfeited or expired
|
(
|
)
|
|
|||||||||||||
Outstanding, end of year
|
|
$
|
|
|
$
|
|
||||||||||
Exercisable, March 31, 2023
|
|
$
|
|
|
$
|
|
Years ended March 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Intrinsic value of stock options exercised
|
$
|
|
$
|
|
$
|
|
||||||
Proceeds from stock options exercised
|
|
|
|
Shares
|
Weighted-average
price
|
|||||||
Non-vested balance, beginning of year
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Vested
|
(
|
)
|
|
|||||
Forfeited
|
(
|
)
|
|
|||||
Non-vested balance, end of year
|
|
$
|
|
Years ended March 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Employee severance and related benefits
|
$
|
|
$
|
|
$
|
|
||||||
Other restructuring and repositioning expenses
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
Years ended March 31,
|
||||||||
2023
|
2022
|
|||||||
Beginning balance
|
$
|
|
$
|
|
||||
Additions
|
|
|
||||||
Payments
|
(
|
)
|
(
|
)
|
||||
Reclassified from held for sale
|
|
|
||||||
Effect of exchange rate changes
|
(
|
)
|
(
|
)
|
||||
Ending balance
|
$
|
|
$
|
|
Years ended March 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Interest income
|
$
|
|
$
|
|
$
|
|
||||||
Foreign currency transactions (a)
|
(
|
)
|
(
|
)
|
|
|||||||
Net periodic benefit cost (b)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Total other expense - net
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
(a)
|
|
(b)
|
|
Years ended March 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Components of earnings (loss) before income taxes:
|
||||||||||||
United States
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Foreign
|
|
|
(
|
)
|
||||||||
Total earnings (loss) before income taxes
|
$
|
|
$
|
|
$
|
(
|
)
|
Income tax (benefit) provision:
|
||||||||||||
Federal:
|
||||||||||||
Current
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Deferred
|
(
|
)
|
|
|
||||||||
State:
|
||||||||||||
Current
|
|
|
|
|||||||||
Deferred
|
(
|
)
|
|
|
||||||||
Foreign:
|
||||||||||||
Current
|
|
|
|
|||||||||
Deferred
|
(
|
)
|
(
|
)
|
|
|||||||
Total income tax (benefit) provision
|
$
|
(
|
)
|
$
|
|
$
|
|
Years ended March 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Statutory federal tax
|
% | % | % | |||||||||
State taxes, net of federal benefit
|
( |
) | ||||||||||
Taxes on non-U.S. earnings and losses
|
( |
) | ||||||||||
Valuation allowances
|
( |
) | ( |
) | ( |
) | ||||||
Tax credits
|
( |
) | ( |
) | ||||||||
Compensation
|
( |
) | ||||||||||
Tax rate or law changes
|
( |
) | ( |
) | ||||||||
Uncertain tax positions, net of settlements
|
( |
) | ||||||||||
Notional interest deductions
|
( |
) | ( |
) | ||||||||
Dividends and taxable foreign inclusions
|
||||||||||||
Other
|
( |
) | ( |
) | ||||||||
Effective tax rate
|
( |
%) | % | ( |
%) |
March 31,
|
||||||||
2023
|
2022
|
|||||||
Deferred tax assets:
|
||||||||
Accounts receivable
|
$
|
|
$
|
|
||||
Inventories
|
|
|
||||||
Plant and equipment
|
|
|
||||||
Lease liabilities
|
|
|
||||||
Pension and employee benefits
|
|
|
||||||
Net operating and capital losses
|
|
|
||||||
Credit carryforwards
|
|
|
||||||
Research and experimental expenditures
|
||||||||
Other, principally accrued liabilities
|
|
|
||||||
Total gross deferred tax assets
|
|
|
||||||
Less: valuation allowances
|
(
|
)
|
(
|
)
|
||||
Net deferred tax assets
|
|
|
||||||
Deferred tax liabilities:
|
||||||||
Plant and equipment
|
|
|
||||||
Lease assets
|
|
|
||||||
Goodwill
|
|
|
||||||
Intangible assets
|
|
|
||||||
Other
|
|
|
||||||
Total gross deferred tax liabilities
|
|
|
||||||
Net deferred tax assets
|
$
|
|
$
|
|
Years ended March 31,
|
||||||||
2023
|
2022
|
|||||||
Beginning balance
|
$
|
|
$
|
|
||||
Gross increases - tax positions in prior period
|
|
|
||||||
Gross decreases - tax positions in prior period
|
(
|
)
|
(
|
)
|
||||
Gross increases - tax positions in current period
|
|
|
||||||
Lapse of statute of limitations
|
(
|
)
|
(
|
)
|
||||
Ending balance
|
$
|
|
$
|
|
Germany
|
Fiscal
- Fiscal |
Italy
|
Fiscal
- Fiscal |
United States
|
Fiscal
- Fiscal |
Years ended March 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Basic Earnings Per Share:
|
||||||||||||
Net earnings (loss) attributable to Modine
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Weighted-average shares outstanding – basic
|
|
|
|
|||||||||
Net earnings (loss) per share – basic
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Diluted Earnings Per Share:
|
||||||||||||
Net earnings (loss) attributable to Modine
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
Weighted-average shares outstanding – basic
|
|
|
|
|||||||||
Effect of dilutive securities
|
|
|
|
|||||||||
Weighted-average shares outstanding – diluted
|
|
|
|
|||||||||
Net earnings (loss) per share – diluted
|
$
|
|
$
|
|
$
|
(
|
)
|
March 31,
|
||||||||
2023
|
2022
|
|||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Restricted cash
|
|
|
||||||
Total cash, cash equivalents and restricted cash
|
$
|
|
$
|
|
March 31,
|
||||||||
2023
|
2022
|
|||||||
Raw materials
|
$
|
|
$
|
|
||||
Work in process
|
|
|
||||||
Finished goods
|
|
|
||||||
Total inventories
|
$
|
|
$
|
|
March 31,
|
||||||||
2023
|
2022
|
|||||||
Land
|
$
|
|
$
|
|
||||
Buildings and improvements (
|
|
|
||||||
Machinery and equipment (
|
|
|
||||||
Office equipment (
|
|
|
||||||
Construction in progress
|
|
|
||||||
|
|
|||||||
Less: accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
Net property, plant and equipment
|
$
|
|
$
|
|
March 31, 2023
|
March 31, 2022
|
|||||||||||||||||||||||
Gross
Carrying
Value
|
Accumulated
Amortization
|
Net
Intangible
Assets
|
Gross
Carrying
Value
|
Accumulated
Amortization
|
Net
Intangible
Assets
|
|||||||||||||||||||
Customer relationships
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
Trade names
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
Acquired technology
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
Total intangible assets
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
Climate
Solutions
|
Performance
Technologies
|
Total
|
||||||||||
Balance, March 31, 2021
|
$
|
|
$
|
|
$
|
|
||||||
Effect of exchange rate changes
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Balance, March 31, 2022
|
|
|
|
|||||||||
Effect of exchange rate changes
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Balance, March 31, 2023
|
$
|
|
$
|
|
$
|
|
Years ended March 31,
|
||||||||
2023
|
2022
|
|||||||
Beginning balance
|
$
|
|
$
|
|
||||
Warranties recorded at time of sale
|
|
|
||||||
Adjustments to pre-existing warranties
|
|
(
|
)
|
|||||
Settlements
|
(
|
)
|
(
|
)
|
||||
Reclassified from held for sale
|
|
|
||||||
Effect of exchange rate changes
|
(
|
)
|
|
|||||
Ending balance
|
$
|
|
$
|
|
Balance Sheet Location
|
March 31, 2023
|
March 31, 2022
|
||||||||
Lease Assets
|
||||||||||
Operating lease ROU assets
|
|
$
|
|
$
|
|
|||||
Finance lease ROU assets (a)
|
|
|
|
|||||||
Lease Liabilities
|
||||||||||
Operating lease liabilities
|
|
$
|
|
$
|
|
|||||
Operating lease liabilities
|
|
|
|
|||||||
Finance lease liabilities
|
|
|
|
|||||||
Finance lease liabilities
|
|
|
|
(a)
|
|
Years ended March 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Operating lease expense (a)
|
$
|
|
$
|
|
$
|
|
||||||
Finance lease expense:
|
||||||||||||
Depreciation of ROU assets
|
|
|
|
|||||||||
Interest on lease liabilities
|
|
|
|
|||||||||
Total lease expense
|
$
|
|
$
|
|
$
|
|
(a)
|
|
Years ended March 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
||||||||||||
Operating cash flows for operating leases
|
$
|
|
$
|
|
$
|
|
||||||
Financing cash flows for finance leases
|
|
|
|
|||||||||
ROU assets obtained in exchange for lease liabilities:
|
||||||||||||
Operating leases
|
$
|
|
$
|
|
$
|
|
||||||
Finance leases
|
|
|
|
March 31, 2023
|
March 31, 2022
|
|||||||
Weighted-average remaining lease term:
|
||||||||
Operating leases
|
|
|
||||||
Finance leases
|
|
|
||||||
Weighted-average discount rate:
|
||||||||
Operating leases
|
|
%
|
|
%
|
||||
Finance leases
|
|
%
|
|
%
|
Fiscal Year
|
Operating Leases
|
Finance Leases
|
||||||
2024
|
$
|
|
$
|
|
||||
2025
|
|
|
||||||
2026
|
|
|
||||||
2027
|
|
|
||||||
2028
|
|
|
||||||
2029
and beyond
|
|
|
||||||
Total lease payments
|
|
|
||||||
Less: Interest
|
(
|
)
|
(
|
)
|
||||
Present value of lease liabilities
|
$
|
|
$
|
|
|
Fiscal year
of maturity
|
March 31, 2023
|
March 31, 2022
|
||||||
|
|||||||||
Term loans
|
|
$
|
|
$
|
|
||||
|
|
|
|
||||||
|
|
|
|
||||||
Revolving credit facility
|
|
|
|
||||||
Other (a)
|
|
|
|
||||||
|
|
|
|||||||
Less: current portion
|
|
(
|
)
|
(
|
)
|
||||
Less: unamortized debt issuance costs
|
|
(
|
)
|
(
|
)
|
||||
Total long-term debt
|
|
$
|
|
$
|
|
(a) |
|
Fiscal Year
|
||||
2024
|
$
|
|
||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
2028
|
|
|||
2029
and beyond
|
|
|||
Total
|
$
|
|
Years ended March 31,
|
||||||||
2023
|
2022
|
|||||||
Change in benefit obligation:
|
||||||||
Benefit obligation at beginning of year
|
$
|
|
$
|
|
||||
Service cost
|
|
|
||||||
Interest cost
|
|
|
||||||
Actuarial gain
|
(
|
)
|
(
|
)
|
||||
Benefits paid
|
(
|
)
|
(
|
)
|
||||
Disposition of air-cooled automotive business
|
|
(
|
)
|
|||||
Effect of exchange rate changes
|
(
|
)
|
(
|
)
|
||||
Benefit obligation at end of year
|
$
|
|
$
|
|
||||
Change in plan assets:
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
|
$
|
|
||||
Actual return on plan assets
|
(
|
)
|
|
|||||
Benefits paid
|
(
|
)
|
(
|
)
|
||||
Employer contributions
|
|
|
||||||
Fair value of plan assets at end of year
|
$
|
|
$
|
|
||||
Funded status at end of year
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Amounts recognized in the consolidated balance sheets:
|
||||||||
Current liability
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Noncurrent liability
|
(
|
)
|
(
|
)
|
||||
$
|
(
|
)
|
$
|
(
|
)
|
Years ended March 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Components of net periodic benefit cost:
|
||||||||||||
Service cost
|
$
|
|
$
|
|
$
|
|
||||||
Interest cost
|
|
|
|
|||||||||
Expected return on plan assets
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Amortization of net actuarial loss
|
|
|
|
|||||||||
Settlements (a)
|
|
|
|
|||||||||
Net periodic benefit cost
|
$
|
|
$
|
|
$
|
|
||||||
Other changes in benefit obligation recognized in other comprehensive income:
|
||||||||||||
Net actuarial gain
|
$
|
|
$
|
|
$
|
|
||||||
Amortization of net actuarial loss (b)
|
|
|
|
|||||||||
Total recognized in other comprehensive income
|
$
|
|
$
|
|
$
|
|
(a)
|
|
(b)
|
|
Target allocation
|
Plan assets
|
|||||||||||
2023
|
2022
|
|||||||||||
Equity securities
|
|
%
|
|
%
|
|
%
|
||||||
Debt securities
|
|
%
|
|
%
|
|
%
|
||||||
Real estate investments
|
|
%
|
|
%
|
|
%
|
||||||
Cash and cash equivalents
|
|
%
|
|
%
|
|
%
|
||||||
|
%
|
|
%
|
|
%
|
Fiscal Year
|
Estimated Pension
Benefit Payments
|
|||
2024
|
$
|
|
||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
2028
|
|
|||
2029-2033
|
|
_
|
Balance Sheet Location
|
March 31, 2023
|
March 31, 2022
|
||||||
Derivatives designated as hedges:
|
|||||||||
Commodity derivatives
|
Other current assets
|
$
|
|
$
|
|
||||
Foreign exchange contracts
|
Other current assets
|
|
|
||||||
Derivatives not designated as hedges:
|
|||||||||
Foreign exchange contracts
|
Other current liabilities
|
$
|
|
$
|
|
Gain (loss) recognized in
other comprehensive income
|
Statement of
Operations
|
Gain (loss) reclassified
from AOCI
|
|||||||||||||||||||||||
2023
|
2022
|
2021
|
Location
|
2023
|
2022
|
2021
|
|||||||||||||||||||
Commodity derivatives
|
$
|
(
|
)
|
$
|
|
$
|
|
Cost of sales
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||||||
Foreign exchange contracts
|
|
|
|
Net sales
|
|
|
|
||||||||||||||||||
Foreign exchange contracts
|
|
|
(
|
)
|
Cost of sales
|
|
|
(
|
)
|
||||||||||||||||
Total gains (losses)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
_
|
Statement of Operations
|
Years ended March 31,
|
||||||||||||
_
|
Location
|
2023
|
2022
|
2021
|
||||||||||
Foreign exchange contracts
|
Net sales
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|||||
Foreign exchange contracts
|
Other income (expense) - net
|
(
|
)
|
(
|
)
|
|
||||||||
Total gains (losses)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
• |
Cash and investments – reviewing cash deposits and short-term investments to ensure banks have credit ratings acceptable to the Company and
that short-term investments are maintained in secured or guaranteed instruments;
|
• |
Accounts receivable – performing periodic customer credit evaluations and actively monitoring their financial condition and applicable business
news;
|
• |
Pension assets – ensuring that investments within pension plans provide appropriate diversification, monitoring of investment teams, ensuring
that portfolio managers adhere to the Company’s investment policies and directives, and ensuring that exposure to high risk investments is limited; and
|
• |
Insurance – ensuring that insurance providers maintain financial ratings that are acceptable to the Company.
|
• |
Customers – performing thorough reviews of customer credit reports and accounts receivable aging reports by internal credit committees;
|
• |
Suppliers – maintaining a supplier risk management program and utilizing industry sources to identify and mitigate high risk situations; and
|
• |
Derivatives – ensuring that counterparties to derivative instruments maintain credit ratings that are acceptable to the Company.
|
Foreign
Currency
Translation
|
Defined
Benefit Plans
|
Cash Flow
Hedges
|
Total
|
|||||||||||||
Balance, March 31, 2022
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(
|
)
|
|
|
(
|
)
|
||||||||||
Reclassifications:
|
||||||||||||||||
Amortization of unrecognized net loss (a)
|
-
|
|
-
|
|
||||||||||||
Realized gains - net (b)
|
-
|
-
|
(
|
)
|
(
|
)
|
||||||||||
Income taxes
|
|
(
|
)
|
|
(
|
)
|
||||||||||
Total other comprehensive income (loss)
|
(
|
)
|
|
|
(
|
)
|
||||||||||
Balance, March 31, 2023
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
Foreign
Currency
Translation
|
Defined
Benefit Plans
|
Cash Flow
Hedges
|
Total
|
|||||||||||||
Balance, March 31, 2021
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(
|
)
|
|
|
|
|||||||||||
Reclassifications:
|
||||||||||||||||
Amortization of unrecognized net loss (a)
|
-
|
|
-
|
|
||||||||||||
Unrecognized net pension loss in disposed business (c)
|
- | - | ||||||||||||||
Realized gains - net (b)
|
-
|
-
|
(
|
)
|
(
|
)
|
||||||||||
Income taxes
|
|
|
|
|
||||||||||||
Total other comprehensive income (loss)
|
(
|
)
|
|
|
|
|||||||||||
Balance, March 31, 2022
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
(a)
|
|
(b) |
|
(c)
|
|
Year ended March 31, 2023
|
||||||||||||
External Sales
|
Inter-segment
Sales
|
Total
|
||||||||||
Net sales:
|
||||||||||||
Climate Solutions
|
$
|
|
$
|
|
$
|
|
||||||
Performance Technologies
|
|
|
|
|||||||||
Segment total
|
|
|
|
|||||||||
Corporate and eliminations
|
-
|
(
|
)
|
(
|
)
|
|||||||
Net sales
|
$
|
|
$
|
-
|
$
|
|
Year ended March 31, 2022
|
||||||||||||
External Sales
|
Inter-segment
Sales
|
Total
|
||||||||||
Net sales:
|
||||||||||||
Climate Solutions
|
$ | $ | $ | |||||||||
Performance Technologies
|
||||||||||||
Segment total
|
|
|
|
|||||||||
Corporate and eliminations
|
-
|
(
|
)
|
(
|
)
|
|||||||
Net sales
|
$
|
|
$
|
-
|
$
|
|
Year ended March 31, 2021
|
||||||||||||
External Sales
|
Inter-segment
Sales
|
Total
|
||||||||||
Net sales:
|
||||||||||||
Climate Solutions
|
$
|
|
$
|
|
$
|
|
||||||
Performance Technologies
|
||||||||||||
Segment total
|
|
|
|
|||||||||
Corporate and eliminations
|
-
|
(
|
)
|
(
|
)
|
|||||||
Net sales
|
$
|
|
$
|
-
|
$
|
|
Years ended March 31,
|
||||||||||||||||||||||||
2023
|
2022
|
2021
|
||||||||||||||||||||||
Gross profit:
|
_$’s
|
% of
sales
|
_$’s
|
% of
sales
|
|
% of
sales
|
||||||||||||||||||
Climate Solutions
|
$
|
|
|
%
|
$
|
|
|
%
|
$
|
|
|
%
|
||||||||||||
Performance Technologies
|
|
|
%
|
|
|
%
|
|
|
%
|
|||||||||||||||
Segment total
|
|
|
%
|
|
% |
|
|
%
|
||||||||||||||||
Corporate and eliminations
|
(
|
)
|
|
|
|
(
|
)
|
|
||||||||||||||||
Gross profit
|
$
|
|
|
%
|
$
|
|
|
%
|
$
|
|
|
%
|
Years ended March 31,
|
||||||||||||
Operating income:
|
2023
|
2022
|
2021
|
|||||||||
Climate Solutions
|
$ |
$ |
$ |
|||||||||
Performance Technologies
|
( |
) | ||||||||||
Segment total
|
( |
) | ||||||||||
Corporate and eliminations (a)
|
( |
) | ( |
) | ( |
) | ||||||
Operating income (loss)
|
$ |
|
$ |
|
$ |
(
|
)
|
(a) |
|
March 31,
|
||||||||
Assets: |
2023
|
2022
|
||||||
Climate Solutions
|
$
|
|
$
|
|
||||
Performance Technologies
|
|
|
||||||
Other (a)
|
|
|
|
|
||||
Total assets
|
$
|
|
$
|
|
(a) |
|
Years ended March 31,
|
||||||||||||
Capital expenditures:
|
2023
|
2022
|
2021
|
|||||||||
Climate Solutions
|
$
|
|
$
|
|
$
|
|
||||||
Performance Technologies
|
|
|
|
|||||||||
Corporate
|
|
|
|
|||||||||
Total capital expenditures
|
$
|
|
$
|
|
$
|
|
Years ended March 31,
|
||||||||||||
Depreciation and amortization expense:
|
2023
|
2022
|
2021
|
|||||||||
Climate Solutions
|
$
|
|
$
|
|
$
|
|
||||||
Performance Technologies (a)
|
|
|
|
|||||||||
Corporate
|
|
|
|
|||||||||
Total depreciation and amortization expense
|
$
|
|
$
|
|
$
|
|
(a)
|
|
Years ended March 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
United States
|
$
|
|
$
|
|
$
|
|
||||||
Italy
|
|
|
|
|||||||||
Hungary
|
|
|
|
|||||||||
China
|
|
|
|
|||||||||
Brazil
|
||||||||||||
United Kingdom
|
|
|
|
|||||||||
Other
|
|
|
|
|||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
March 31,
|
||||||||
2023
|
2022
|
|||||||
United States
|
$
|
|
$
|
|
||||
Hungary |
||||||||
China
|
|
|
||||||
Mexico
|
|
|
||||||
Italy
|
|
|
||||||
Other
|
|
|
||||||
Total property, plant and equipment
|
$
|
|
$
|
|
|
•
|
recent financial profitability trends of the Company
|
|
•
|
industry data and economic trends, and
|
|
•
|
evidence obtained in other areas of the audit.
|
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A. |
CONTROLS AND PROCEDURES.
|
ITEM 11. |
EXECUTIVE COMPENSATION.
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
• |
Amended and Restated 2008 Incentive Compensation Plan;
|
• |
2017 Incentive Compensation Plan; and
|
• |
Amended and Restated 2020 Incentive Compensation Plan.
|
Plan Category
|
|
Number of shares to
be issued upon exercise
of outstanding options,
warrants or rights
(a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
Number of shares remaining
available for future issuance
(excluding securities
reflected in 1st column)
(c)
|
Equity Compensation Plans approved by security holders
|
|
1,889,799
|
|
$12.28
|
|
2,159,658
|
Equity Compensation Plans not approved by security holders
|
|
-
|
|
-
|
|
-
|
Total
|
|
1,889,799
|
|
$12.28
|
|
2,159,658
|
(a) |
Includes shares issuable under the following type of awards: options – 890,687 shares and restricted stock units –999,112 shares. The number of shares subject to options were granted under the following plans: 2008 Incentive Plan –
136,735 shares, 2017 Incentive Plan – 142,972 shares, 2020 Incentive Plan –610,980 shares. Shares issuable under restricted stock unit awards were granted under the following plans: 2017 Incentive Plan – 83,350 shares, 2020 Incentive Plan
– 915,762 shares.
|
(b) |
The weighted average exercise price does not take into account awards of restricted stock units or performance stock which do not have an exercise price.
|
(c) |
Includes the number of shares remaining available for future issuance under the Amended and Restated 2020 Incentive Compensation Plan.
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
Page in Form 10-K
|
|
1. The consolidated financial statements of Modine Manufacturing Company and its subsidiaries filed under Item 8:
|
|
Consolidated Statements of Operations for the years ended March 31, 2023, 2022 and 2021
|
42 |
Consolidated Statements of Comprehensive Income for the years ended March 31, 2023, 2022 and 2021
|
43 |
Consolidated Balance Sheets at March 31, 2023 and 2022
|
44 |
Consolidated Statements of Cash Flows for the years ended March 31, 2023, 2022 and 2021
|
45 |
Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2023, 2022 and 2021
|
46 |
Notes to Consolidated Financial Statements
|
47-81
|
Report of Independent Registered Public Accounting Firm (KPMG PCAOB ID )
|
82
|
Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers PCAOB ID )
|
83
|
2. Financial Statement Schedules
|
|
The following financial statement schedule should be read in conjunction with the consolidated financial statements set forth in Item 8:
|
|
Schedule II -- Valuation and Qualifying Accounts for the years ended March 31, 2023, 2022 and 2021
|
87
|
Schedules other than those listed above are omitted because they are not applicable, not required, or because the required information is included in the consolidated financial statements and the notes thereto.
|
|
3. Exhibits and Exhibit Index.
|
88-91 |
See the Exhibit Index included as the last part of this report, which is incorporated herein by reference. Each management contract and compensatory plan or arrangement required to be filed as an exhibit to this report is identified in
the Exhibit Index by two asterisks following its exhibit number.
|
Additions
|
||||||||||||||||||||
Description
|
Balance at
Beginning of
Period
|
Charged
(Benefit) to
Costs and
Expenses
|
Charged to
Other
Accounts
|
Reclassified
from (to)
Held for Sale
|
Balance at
End of Period
|
|||||||||||||||
2023: Valuation Allowance for Deferred Tax Assets
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)(a)
|
$
|
|
$
|
|
||||||||
2022: Valuation Allowance for Deferred Tax Assets
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)(a)
|
$
|
|
$
|
|
||||||||
2021: Valuation Allowance for Deferred Tax Assets
|
$
|
|
$
|
|
|
$
|
|
(a) |
$
|
(
|
)
|
$
|
|
(a) |
|
Exhibit No.
|
Description
|
Incorporated Herein By
Referenced To
|
Filed
Herewith
|
|||
Amended and Restated Articles of Incorporation, as amended.
|
Exhibit 3.1 to Form 10-K for the fiscal year ended March 31, 2018
|
|||||
Bylaws, as amended.
|
Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated January 19, 2023
|
|||||
Form of Stock Certificate of the Registrant.
|
Exhibit 4(a) to Form 10-K for the fiscal year ended March 31, 2003 (“2003 10-K”)
|
|||||
Amended and Restated Articles of Incorporation, as amended.
|
See Exhibit 3.1 hereto
|
|||||
Amended and Restated Collateral Agency Intercreditor Agreement (the “Original Intercreditor Agreement”) dated as of August 12, 2010 among the Lenders (as defined therein), the Noteholders (as defined therein) and JPMorgan Chase Bank, N.A.
as Collateral Agent.
|
Exhibit 4.3 to Registrant’s Current Report on Form 8-K dated August 12, 2010
|
|||||
First Amendment to the Original Intercreditor Agreement, among the Lenders, the Note Holders and JPMorgan as Collateral Agent, pursuant to which the Lenders, the Note Holders and JPMorgan amended the Original Intercreditor Agreement.
|
Exhibit 4.3 to Registrant’s Current Report on Form 8-K dated August 30, 2013
|
|||||
Credit Facility Agreement among Modine Holding GmbH, Modine Europe GmbH and Deutsche Bank AG dated as of April 27, 2012.
|
Exhibit 4.10 to Registrant’s Form 10-K for the fiscal year ended March 31, 2012
|
|||||
Description of Registrant’s securities.
|
X
|
|||||
Fourth Amended and Restated Credit Agreement dated as of June 28, 2019.
|
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated June 28, 2019
|
|||||
Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of August 6, 2019.
|
Exhibit 4.1 to Registrant’s Form 10-Q for the third quarter ended December 31, 2019 (“December 31, 2019 10-Q”)
|
|||||
First Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of January 31, 2020.
|
Exhibit 4.2 to December 31, 2019 10-Q
|
|||||
First Amendment to Fourth Amended and Restated Credit Agreement dated as of May 19, 2020.
|
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated May 19, 2020 (“May 19, 2020 8-K”)
|
|||||
Second Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 19, 2020.
|
Exhibit 4.2 to May 19, 2020 8-K
|
Amendment No. 2 to Fourth Amended and Restated Credit Agreement dated as of May 18, 2021.
|
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated May 18, 2021 (“May 18, 2021 8-K”)
|
|||||
Third Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 18, 2021.
|
Exhibit 4.2 to May 18, 2021 8-K
|
|||||
Fifth Amended and Restated Credit Agreement dated as of October 12, 2022.
|
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated October 12, 2022
|
|||||
Fourth Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of November 21, 2022.
|
Exhibit 4.1 to Registrant’s Form 10-Q for the third quarter ended December 31, 2022
|
|||||
Director Emeritus Retirement Plan effective April 1, 1992 (and frozen as of July 1, 2000).
|
Exhibit 10(a) to Registrant’s Form 10-K for the fiscal year ended March 31, 2002
|
|||||
Form of Change in Control and Termination Agreement (amended and restated) between the Registrant and officers other than Neil Brinker.
|
Exhibit 10(f) to Registrant’s Form 10-K for the fiscal year ended March 31, 2004
|
|||||
Executive Supplemental Retirement Plan (as amended).
|
Exhibit 10(f) to Registrant’s Form 10-K for the fiscal year ended March 31, 2000
|
|||||
Deferred Compensation Plan (as amended).
|
Exhibit 10(y) to 2003 10-K
|
|||||
2008 Incentive Compensation Plan (Amended and Restated effective May 7, 2014).
|
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 17, 2014
|
|||||
Form of Fiscal 2023 Performance Cash Award Agreement.
|
Exhibit 10.1 to the Registrant’s Form 10-Q for the first quarter ended June 30, 2022 (“June 30, 2022 10-Q”)
|
|||||
Form of Fiscal 2023 Incentive Stock Option Award Agreement.
|
Exhibit 10.2 to June 30, 2022 10-Q
|
|||||
Form of Fiscal 2023 Non-Qualified Stock Option Award Agreement..
|
Exhibit 10.3 to June 30, 2022 10-Q
|
|||||
Form of Fiscal 2023 Restricted Stock Unit Award Agreement..
|
Exhibit 10.4 to June 30, 2022 10-Q
|
|||||
Form of Fiscal 2023 Modine Non-Employee Director Restricted Stock Unit Award Agreement with Deferral.
|
Exhibit 10.6 to June 30, 2022 10-Q
|
|||||
Form of Fiscal 2023 Modine Non-Employee Director Restricted Stock Unit Award Agreement without Deferral.
|
Exhibit 10.7 to June 30, 2022 10-Q
|
|||||
Change in Control Agreement dated as of June 4, 2021, by and between Modine Manufacturing Company and Neil D. Brinker.
|
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated June 4, 2021
|
|||||
Amendment No. 1 to Form of Change in Control and Termination Agreement (amended and restated) between the Registrant and Officers other than Neil Brinker.
|
Exhibit 10.17 to Registrant’s Form 10-K for the fiscal year ended March 31, 2011
|
|||||
Supplemental Severance Policy.
|
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated October 17, 2011
|
2017 Incentive Compensation Plan.
|
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 20, 2017
|
|||||
Transition and Separation Agreement between Thomas A. Burke and Modine Manufacturing Company effective as of August 4, 2020.
|
Exhibit 10.6 to the Registrant’s Form 10-Q for the second quarter ended September 30, 2020
|
|||||
[Corrected] Offer Letter dated as of November 10, 2020, by and between the Company and Neil Brinker.
|
Exhibit 10.1 to the Registrant’s Form 10-Q for the third quarter ended December 31, 2020
|
|||||
2020 Incentive Compensation Plan (Amended and Restated effective July 21, 2022).
|
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 21, 2022
|
|||||
Form of Retention Letter, effective August 31, 2020, between the Company and each of Michael B. Lucareli, Scott L. Bowser and Sylvia A. Stein.
|
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated August 31, 2020
|
|||||
Offer Letter dated as of July 2, 2021, by and between the Company and Adrian Peace.
|
Exhibit 10.1 to the Registrant’s Form 10-Q for the second quarter ended September 30, 2021 10-Q (“September 30, 2021 10-Q”)
|
|||||
Offer Letter dated as of July 16, 2021, by and between the Company and Eric S. McGinnis.
|
Exhibit 10.2 to September 30, 2021 10-Q
|
|||||
First Amendment to Eric S. McGinnis Offer Letter.
|
Exhibit 10.3 to September 30, 2021 10-Q
|
|||||
Form of Retention Restricted Stock Award Agreement, effective October 19, 2022, between the Company and each of Brian J. Agen, Michael B. Lucareli, Eric S. McGinnis and Sylvia A. Stein.
|
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated October 19, 2022
|
|||||
List of subsidiaries of the Registrant.
|
X
|
|||||
Consent of PricewaterhouseCoopers LLP.
|
X
|
|||||
Consent of KPMG LLP.
|
X
|
|||||
Rule 13a-14(a)/15d-14(a) Certification of Neil D. Brinker, President and Chief Executive Officer.
|
X
|
|||||
Rule 13a-14(a)/15d-14(a) Certification of Michael B. Lucareli, Executive Vice President, Chief Financial Officer.
|
X
|
|||||
Section 1350 Certification of Neil D. Brinker, President and Chief Executive Officer.
|
X
|
|||||
Section 1350 Certification of Michael B. Lucareli, Executive Vice President, Chief Financial Officer.
|
X
|
|||||
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
X
|
||||
101.SCH
|
Inline XBRL Taxonomy Extension Schema.
|
X
|
||||
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
X
|
||||
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
X
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
X
|
||||
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
X
|
||||
104
|
Cover page interactive data file (formatted as inline XBRL and contained in Exhibits 101).
|
*
|
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has omitted certain agreements with respect to long-term debt not exceeding 10% of consolidated total assets. The Registrant agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.
|
**
|
Denotes management contract or executive compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 of Form 10-K.
|
Date: May 25, 2023
|
Modine Manufacturing Company
|
|
By: |
/s/ Neil D. Brinker
|
|
Neil D. Brinker, President
|
||
and Chief Executive Officer
|
||
(Principal Executive Officer)
|
/s/ Neil D. Brinker
|
|
Neil D. Brinker
|
May 25, 2023
|
President, Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
/s/ Michael B. Lucareli
|
|
Michael B. Lucareli
|
May 25, 2023
|
Executive Vice President, Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
/s/ Marsha C. Williams
|
|
Marsha C. Williams
|
May 25, 2023
|
Chairperson, Board of Directors
|
|
/s/ Eric D. Ashleman
|
|
Eric D. Ashleman
|
May 25, 2023
|
Director
|
|
|
|
/s/ Suresh V. Garimella
|
|
Suresh V. Garimella
|
May 25, 2023
|
Director
|
|
/s/ Katherine C. Harper
|
|
Katherine C. Harper
|
May 25, 2023
|
Director
|
|
/s/ Larry O. Moore
|
|
Larry O. Moore
|
May 25, 2023
|
Director
|
|
/s/ Christopher W. Patterson
|
|
Christopher W. Patterson
|
May 25, 2023
|
Director
|
|
/s/ David J. Wilson
|
|
David J. Wilson
|
May 25, 2023
|
Director
|
|
/s/ William A. Wulfsohn
|
|
William A. Wulfsohn
|
May 25, 2023
|
Director
|
|
/s/ Christine Y. Yan
|
|
Christine Y. Yan
|
May 25, 2023
|
Director
|