UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

☑
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

or

☐
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 1-1373

MODINE MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)

Wisconsin
 
39-0482000
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

1500 DeKoven Avenue, Racine, Wisconsin
 
53403
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code (262) 636-1200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.625 par value
MOD
New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☑    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☑
Accelerated Filer ☐
 
 
Non-accelerated Filer ☐
Smaller reporting company ☐
 
 
 
Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐    No ☑

The number of shares outstanding of the registrant’s common stock, $0.625 par value, was 51,147,640 at October 30, 2020.



MODINE MANUFACTURING COMPANY
TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
 
 
 
 
1
23
34
34
PART II. OTHER INFORMATION
 
35
36


Table of Contents

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.

MODINE MANUFACTURING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and six months ended September 30, 2020 and 2019
(In millions, except per share amounts)
(Unaudited)

 
 
Three months ended
September 30,
   
Six months ended
September 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Net sales
 
$
461.4
   
$
500.2
   
$
809.2
   
$
1,029.2
 
Cost of sales
   
380.6
     
424.5
     
682.3
     
870.1
 
Gross profit
   
80.8
     
75.7
     
126.9
     
159.1
 
Selling, general and administrative expenses
   
50.8
     
67.4
     
95.5
     
130.9
 
Restructuring expenses
   
1.5
     
2.3
     
6.1
     
4.1
 
Operating income
   
28.5
     
6.0
     
25.3
     
24.1
 
Interest expense
   
(5.2
)
   
(5.8
)
   
(10.6
)
   
(11.7
)
Other expense – net
   
(0.5
)
   
(1.3
)
   
(0.5
)
   
(2.4
)
Earnings (loss) before income taxes
   
22.8
     
(1.1
)
   
14.2
     
10.0
 
Provision for income taxes
   
(13.9
)
   
(3.7
)
   
(13.7
)
   
(6.6
)
Net earnings (loss)
   
8.9
     
(4.8
)
   
0.5
     
3.4
 
Net (earnings) loss attributable to noncontrolling interest
   
(0.3
)
   
0.1
     
(0.5
)
   
(0.1
)
Net earnings (loss) attributable to Modine
 
$
8.6
   
$
(4.7
)
 
$
-
   
$
3.3
 
 
                               
Net earnings (loss) per share attributable to Modine shareholders:
                               
Basic
 
$
0.17
   
$
(0.09
)
 
$
-
   
$
0.07
 
Diluted
 
$
0.17
   
$
(0.09
)
 
$
-
   
$
0.06
 
 
                               
Weighted-average shares outstanding:
                               
Basic
   
51.3
     
50.8
     
51.1
     
50.8
 
Diluted
   
51.3
     
50.8
     
51.1
     
51.1
 

The notes to condensed consolidated financial statements are an integral part of these statements.

1


MODINE MANUFACTURING COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three and six months ended September 30, 2020 and 2019
(In millions)
(Unaudited)

 
 
Three months ended
September 30,
   
Six months ended
September 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Net earnings (loss)
 
$
8.9
   
$
(4.8
)
 
$
0.5
   
$
3.4
 
Other comprehensive income (loss):
                               
Foreign currency translation
   
17.4
     
(19.5
)
   
22.8
     
(17.7
)
Defined benefit plans, net of income taxes of $0.4, $0.3, $0.8 and $0.6 million
   
1.3
     
1.1
     
2.5
     
2.2
 
Cash flow hedges, net of income taxes of $0.2, $0.1, $0.5 and $0.4 million
   
0.4
     
(0.2
)
   
1.4
     
(1.0
)
Total other comprehensive income (loss)
   
19.1
     
(18.6
)
   
26.7
     
(16.5
)
 
                               
Comprehensive income (loss)
   
28.0
     
(23.4
)
   
27.2
     
(13.1
)
Comprehensive (income) loss attributable to noncontrolling interest
   
(0.4
)
   
0.3
     
(0.7
)
   
0.2
 
Comprehensive income (loss) attributable to Modine
 
$
27.6
   
$
(23.1
)
 
$
26.5
   
$
(12.9
)

The notes to condensed consolidated financial statements are an integral part of these statements.

2


MODINE MANUFACTURING COMPANY
CONSOLIDATED BALANCE SHEETS
September 30, 2020 and March 31, 2020
(In millions, except per share amounts)
(Unaudited)

 
 
September 30, 2020
   
March 31, 2020
 
ASSETS
           
Cash and cash equivalents
 
$
62.5
   
$
70.9
 
Trade accounts receivable – net
   
297.2
     
292.5
 
Inventories
   
201.7
     
207.4
 
Other current assets
   
55.0
     
62.5
 
Total current assets
   
616.4
     
633.3
 
Property, plant and equipment – net
   
439.1
     
448.0
 
Intangible assets – net
   
104.6
     
106.3
 
Goodwill
   
169.4
     
166.1
 
Deferred income taxes
   
102.8
     
104.8
 
Other noncurrent assets
   
78.6
     
77.6
 
Total assets
 
$
1,510.9
   
$
1,536.1
 
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Short-term debt
 
$
17.1
   
$
14.8
 
Long-term debt – current portion
   
13.5
     
15.6
 
Accounts payable
   
224.5
     
227.4
 
Accrued compensation and employee benefits
   
75.1
     
65.0
 
Other current liabilities
   
61.3
     
49.2
 
Total current liabilities
   
391.5
     
372.0
 
Long-term debt
   
373.8
     
452.0
 
Deferred income taxes
   
7.1
     
8.1
 
Pensions
   
130.2
     
130.9
 
Other noncurrent liabilities
   
86.1
     
79.5
 
Total liabilities
   
988.7
     
1,042.5
 
Commitments and contingencies (see Note 17)
   
     
 
Shareholders’ equity:
               
Preferred stock, $0.025 par value, authorized 16.0 million shares, issued - none
   
-
     
-
 
Common stock, $0.625 par value, authorized 80.0 million shares, issued 53.8 million and 53.4 million shares
   
33.6
     
33.3
 
Additional paid-in capital
   
247.0
     
245.1
 
Retained earnings
   
469.9
     
469.9
 
Accumulated other comprehensive loss
   
(196.8
)
   
(223.3
)
Treasury stock, at cost, 2.7 million and 2.5 million shares
   
(37.9
)
   
(37.1
)
Total Modine shareholders’ equity
   
515.8
     
487.9
 
Noncontrolling interest
   
6.4
     
5.7
 
Total equity
   
522.2
     
493.6
 
Total liabilities and equity
 
$
1,510.9
   
$
1,536.1
 

The notes to condensed consolidated financial statements are an integral part of these statements.

3


MODINE MANUFACTURING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended September 30, 2020 and 2019
(In millions)
(Unaudited)

 
 
Six months ended September 30,
 
   
2020
   
2019
 
Cash flows from operating activities:
           
Net earnings
 
$
0.5
   
$
3.4
 
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Depreciation and amortization
   
37.9
     
38.3
 
Stock-based compensation expense
   
2.1
     
4.4
 
Deferred income taxes
   
1.0
     
(0.5
)
Other – net
   
2.5
     
2.0
 
Changes in operating assets and liabilities:
               
Trade accounts receivable
   
4.4
     
19.9
 
Inventories
   
11.0
     
(26.2
)
Accounts payable
   
(5.7
)
   
(5.6
)
Other assets and liabilities
   
33.6
     
(18.2
)
Net cash provided by operating activities
   
87.3
     
17.5
 
 
               
Cash flows from investing activities:
               
Expenditures for property, plant and equipment
   
(14.6
)
   
(41.4
)
Proceeds from disposition of assets
   
0.6
     
-
 
Proceeds from sale of investment in affiliate
   
-
     
3.8
 
Other – net
   
0.7
     
1.0
 
Net cash used for investing activities
   
(13.3
)
   
(36.6
)
 
               
Cash flows from financing activities:
               
Borrowings of debt
   
8.2
     
425.0
 
Repayments of debt
   
(103.0
)
   
(413.1
)
Borrowings on bank overdraft facilities – net
   
12.5
     
12.4
 
Financing fees paid
   
(0.8
)
   
(1.1
)
Purchases of treasury stock under share repurchase program
   
-
     
(2.4
)
Dividend paid to noncontrolling interest
   
-
     
(1.3
)
Other – net
   
(0.8
)
   
(3.0
)
Net cash (used for) provided by financing activities
   
(83.9
)
   
16.5
 
 
               
Effect of exchange rate changes on cash
   
1.3
     
(0.9
)
Net decrease in cash, cash equivalents and restricted cash
   
(8.6
)
   
(3.5
)
 
               
Cash, cash equivalents and restricted cash – beginning of period
   
71.3
     
42.2
 
Cash, cash equivalents and restricted cash – end of period
 
$
62.7
   
$
38.7
 

The notes to condensed consolidated financial statements are an integral part of these statements.

4


MODINE MANUFACTURING COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the three and six months ended September 30, 2020 and 2019
(In millions)
(Unaudited)
 
Common stock
   
Additional
paid-in
   
Retained
   
Accumulated other
   
Treasury
stock, at
   
Non- controlling
       
 
Shares
   
Amount
   
capital
   
earnings
   
comprehensive loss
   
cost
   
interest
   
Total
 
Balance, March 31, 2020
   
53.4
   
$
33.3
   
$
245.1
   
$
469.9
   
$
(223.3
)
 
$
(37.1
)
 
$
5.7
   
$
493.6
 
Net loss attributable to Modine
   
-
     
-
     
-
     
(8.6
)
   
-
     
-
     
-
     
(8.6
)
Other comprehensive income
   
-
     
-
     
-
     
-
     
7.5
     
-
     
0.1
     
7.6
 
Stock options and awards 
   
0.3
     
0.2
     
(0.2
)
   
-
     
-
     
-
     
-
     
-
 
Purchase of treasury stock
   
-
     
-
     
-
     
-
     
-
     
(0.8
)
   
-
     
(0.8
)
Stock-based compensation expense
   
-
     
-
     
0.7
     
-
     
-
     
-
     
-
     
0.7
 
Net earnings attributable to noncontrolling interest
   
-
     
-
     
-
     
-
     
-
     
-
     
0.2
     
0.2
 
Balance, June 30, 2020
   
53.7
   
$
33.5
   
$
245.6
   
$
461.3
   
$
(215.8
)
 
$
(37.9
)
 
$
6.0
   
$
492.7
 
Net earnings attributable to Modine
   
-
     
-
     
-
     
8.6
     
-
     
-
     
-
     
8.6
 
Other comprehensive income
   
-
     
-
     
-
     
-
     
19.0
     
-
     
0.1
     
19.1
 
Stock options and awards
   
0.1
     
0.1
     
-
     
-
     
-
     
-
     
-
     
0.1
 
Stock-based compensation expense 
   
-
     
-
     
1.4
     
-
     
-
     
-
     
-
     
1.4
 
Net earnings attributable to noncontrolling interest
   
-
     
-
     
-
     
-
     
-
     
-
     
0.3
     
0.3
 
Balance, September 30, 2020
   
53.8
   
$
33.6
   
$
247.0
   
$
469.9
   
$
(196.8
)
 
$
(37.9
)
 
$
6.4
   
$
522.2
 

 
Common stock
   
Additional
paid-in
   
Retained
   
Accumulated other
   
Treasury
stock, at
   
Non-controlling
       
 
Shares
   
Amount
   
capital
   
earnings
   
comprehensive loss
   
cost
   
interest
   
Total
 
Balance, March 31, 2019
   
52.8
   
$
33.0
   
$
238.6
   
$
472.1
   
$
(178.4
)
 
$
(31.4
)
 
$
7.2
   
$
541.1
 
Net earnings attributable to Modine
   
-
     
-
     
-
     
8.0
     
-
     
-
     
-
     
8.0
 
Other comprehensive income (loss)
   
-
     
-
     
-
     
-
     
2.2
     
-
     
(0.1
)
   
2.1
 
Stock options and awards 
   
0.5
     
0.2
     
(0.1
)
   
-
     
-
     
-
     
-
     
0.1
 
Purchase of treasury stock
   
-
     
-
     
-
     
-
     
-
     
(5.6
)
   
-
     
(5.6
)
Stock-based compensation expense
   
-
     
-
     
1.7
     
-
     
-
     
-
     
-
     
1.7
 
Dividend paid to noncontrolling interest
   
-
     
-
     
-
     
-
     
-
     
-
     
(1.3
)
   
(1.3
)
Net earnings attributable to noncontrolling interest
   
-
     
-
     
-
     
-
     
-
     
-
     
0.2
     
0.2
 
Balance, June 30, 2019
   
53.3
   
$
33.2
   
$
240.2
   
$
480.1
   
$
(176.2
)
 
$
(37.0
)
 
$
6.0
   
$
546.3
 
Net loss attributable to Modine
   
-
     
-
     
-
     
(4.7
)
   
-
     
-
     
-
     
(4.7
)
Other comprehensive loss
   
-
     
-
     
-
     
-
     
(18.4
)
   
-
     
(0.2
)
   
(18.6
)
Stock-based compensation expense
   
-
     
-
     
2.7
     
-
     
-
     
-
     
-
     
2.7
 
Net loss attributable to noncontrolling interest
   
-
     
-
     
-
     
-
     
-
     
-
     
(0.1
)
   
(0.1
)
Balance, September 30, 2019
   
53.3
   
$
33.2
   
$
242.9
   
$
475.4
   
$
(194.6
)
 
$
(37.0
)
 
$
5.7
   
$
525.6
 

The notes to condensed consolidated financial statements are an integral part of these statements.

5
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)

Note 1: General

The accompanying condensed consolidated financial statements of Modine Manufacturing Company (“Modine” or the “Company”) were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial position, results of operations and cash flows required by GAAP for complete financial statements. The financial statements include all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of results for the interim periods. Results for the first six months of fiscal 2021 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the consolidated financial statements and related notes in Modine’s Annual Report on Form 10-K for the year ended March 31, 2020.

COVID-19
In March 2020, the World Health Organization declared the outbreak of the novel coronavirus, COVID-19, a pandemic. See Note 17 for additional information regarding the risks and uncertainties to our business resulting from this global pandemic.


Chief Executive Officer (“CEO”) Transition
In August 2020, Thomas A. Burke stepped down from his position as President and CEO. The Board of Directors launched a search for a new CEO and named Michael B. Lucareli, the Company’s Vice President, Finance and Chief Financial Officer, as Interim President and CEO. As a result of Mr. Burke's departure and in connection with the search for his successor, the Company recorded costs totaling $5.5 million during the second quarter of fiscal 2021. These costs, which were recorded as selling, general and administrative (“SG&A”) expenses at Corporate, primarily consisted of severance and benefit-related expenses based upon the terms of Mr. Burke's transition and separation agreement and costs directly associated with the CEO search, partially offset by the impact of Mr. Burke's forfeited stock-based compensation awards.


Sale of Nikkei Heat Exchanger Company, Ltd. (“NEX”)
During the second quarter of fiscal 2020, the Company completed the sale of its 50 percent ownership interest in NEX for a selling price of $3.8 million. Prior to the sale, the Company accounted for its investment in this non-consolidated affiliate using the equity method. As a result of this sale, the Company recorded a gain of $0.1 million, which included the write-off of accumulated foreign currency translation gains of $0.6 million, within other income and expense on the consolidated statements of operations.

New Accounting Guidance
In June 2016, the Financial Accounting Standards Board issued new guidance related to the accounting for credit losses for certain financial assets, including trade accounts receivable and contract assets. The new guidance modifies the credit loss model to measure and recognize credit losses based upon expected losses rather than incurred losses. The Company adopted this guidance as of April 1, 2020. The adoption did not have a material impact on the Company’s consolidated balance sheets, statements of operations or statements of cash flows.

6
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)

Note 2: Revenue Recognition

Disaggregation of Revenue
The table below presents revenue for each of the Company’s business segments, Commercial and Industrial Solutions (“CIS”), Building HVAC Systems (“BHVAC”), Heavy Duty Equipment (“HDE”) and Automotive.  Each segment’s revenue is disaggregated by primary end market, by geographic location and based upon the timing of revenue recognition, and includes inter-segment sales.

Effective April 1, 2020, the Company realigned its segment structure.  The segment revenue information presented in the table below for fiscal 2020 has been recast to conform to the fiscal 2021 presentation.  See Note 19 for additional information regarding the Company’s operating segments.

 
 
Three months ended September 30, 2020
   
Three months ended September 30, 2019
 
 
 
CIS
   
BHVAC
   
HDE
   
Automotive
   
Segment
Total
   
CIS
   
BHVAC
   
HDE
   
Automotive
   
Segment
Total
 
Primary end market:
                                                           
Commercial HVAC&R
 
$
105.3
   
$
48.1
   
$
-
   
$
-
   
$
153.4
   
$
115.9
   
$
46.1
   
$
-
   
$
-
   
$
162.0
 
Data center cooling
   
14.4
     
13.6
     
-
     
-
     
28.0
     
26.7
     
9.5
     
-
     
-
     
36.2
 
Industrial cooling
   
12.7
     
-
     
-
     
-
     
12.7
     
11.7
     
-
     
-
     
-
     
11.7
 
Commercial vehicle
   
-
     
-
     
61.5
     
3.8
     
65.3
     
-
     
-
     
76.1
     
5.7
     
81.8
 
Off-highway
   
-
     
-
     
58.1
     
0.8
     
58.9
     
-
     
-
     
56.7
     
2.9
     
59.6
 
Automotive and light vehicle
   
-
     
-
     
28.0
     
97.6
     
125.6
     
-
     
-
     
30.4
     
104.7
     
135.1
 
Other
   
1.7
     
0.2
     
18.0
     
7.7
     
27.6
     
2.4
     
0.4
     
24.0
     
2.4
     
29.2
 
Net sales
 
$
134.1
   
$
61.9
   
$
165.6
   
$
109.9
   
$
471.5
   
$
156.7
   
$
56.0
   
$
187.2
   
$
115.7
   
$
515.6
 
 
                                                                               
Geographic location:
                                                                               
Americas
 
$
67.6
   
$
38.5
   
$
98.6
   
$
16.9
   
$
221.6
   
$
86.0
   
$
38.1
   
$
127.5
   
$
17.6
   
$
269.2
 
Europe
   
53.0
     
23.4
     
32.1
     
75.4
     
183.9
     
57.5
     
17.9
     
31.7
     
82.6
     
189.7
 
Asia
   
13.5
     
-
     
34.9
     
17.6
     
66.0
     
13.2
     
-
     
28.0
     
15.5
     
56.7
 
Net sales
 
$
134.1
   
$
61.9
   
$
165.6
   
$
109.9
   
$
471.5
   
$
156.7
   
$
56.0
   
$
187.2
   
$
115.7
   
$
515.6
 
 
                                                                               
Timing of revenue recognition:
                                                                               
Products transferred at a point in time
 
$
122.9
   
$
61.9
   
$
157.4
   
$
109.9
   
$
452.1
   
$
132.4
   
$
56.0
   
$
178.6
   
$
115.7
   
$
482.7
 
Products transferred over time
   
11.2
     
-
     
8.2
     
-
     
19.4
     
24.3
     
-
     
8.6
     
-
     
32.9
 
Net sales
 
$
134.1
   
$
61.9
   
$
165.6
   
$
109.9
   
$
471.5
   
$
156.7
   
$
56.0
   
$
187.2
   
$
115.7
   
$
515.6
 

 
 
Six months ended September 30, 2020
   
Six months ended September 30, 2019
 
 
 
CIS
   
BHVAC
   
HDE
   
Automotive
   
Segment
Total
   
CIS
   
BHVAC
   
HDE
   
Automotive
   
Segment
Total
 
Primary end market:
                                                           
Commercial HVAC&R
 
$
199.2
   
$
80.6
   
$
-
   
$
-
   
$
279.8
   
$
246.8
   
$
84.1
   
$
-
   
$
-
   
$
330.9
 
Data center cooling
   
28.2
     
28.6
     
-
     
-
     
56.8
     
50.9
     
20.1
     
-
     
-
     
71.0
 
Industrial cooling
   
24.6
     
-
     
-
     
-
     
24.6
     
23.1
     
-
     
-
     
-
     
23.1
 
Commercial vehicle
   
-
     
-
     
107.8
     
5.9
     
113.7
     
-
     
-
     
168.8
     
11.7
     
180.5
 
Off-highway
   
-
     
-
     
111.5
     
1.5
     
113.0
     
-
     
-
     
126.9
     
6.6
     
133.5
 
Automotive and light vehicle
   
-
     
-
     
41.0
     
152.0
     
193.0
     
-
     
-
     
57.2
     
207.1
     
264.3
 
Other
   
4.6
     
0.3
     
28.8
     
12.6
     
46.3
     
4.7
     
0.8
     
50.7
     
3.9
     
60.1
 
Net sales
 
$
256.6
   
$
109.5
   
$
289.1
   
$
172.0
   
$
827.2
   
$
325.5
   
$
105.0
   
$
403.6
   
$
229.3
   
$
1,063.4
 
 
                                                                               
Geographic location:
                                                                               
Americas
 
$
127.5
   
$
64.5
   
$
166.5
   
$
24.4
   
$
382.9
   
$
183.1
   
$
67.2
   
$
263.5
   
$
35.0
   
$
548.8
 
Europe
   
103.9
     
45.0
     
56.2
     
115.0
     
320.1
     
116.1
     
37.8
     
78.1
     
165.6
     
397.6
 
Asia
   
25.2
     
-
     
66.4
     
32.6
     
124.2
     
26.3
     
-
     
62.0
     
28.7
     
117.0
 
Net sales
 
$
256.6
   
$
109.5
   
$
289.1
   
$
172.0
   
$
827.2
   
$
325.5
   
$
105.0
   
$
403.6
   
$
229.3
   
$
1,063.4
 
 
                                                                               
Timing of revenue recognition:
                                                                               
Products transferred at a point in time
 
$
232.2
   
$
109.5
   
$
278.7
   
$
172.0
   
$
792.4
   
$
276.3
   
$
105.0
   
$
387.6
   
$
229.3
   
$
998.2
 
Products transferred over time
   
24.4
     
-
     
10.4
     
-
     
34.8
     
49.2
     
-
     
16.0
     
-
     
65.2
 
Net sales
 
$
256.6
   
$
109.5
   
$
289.1
   
$
172.0
   
$
827.2
   
$
325.5
   
$
105.0
   
$
403.6
   
$
229.3
   
$
1,063.4
 

7
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
Contract Balances
Contract assets and contract liabilities from contracts with customers were as follows:

 
 
September 30, 2020
   
March 31, 2020
 
Contract assets
 
$
14.6
   
$
21.7
 
Contract liabilities
   
8.4
     
5.6
 

Contract assets, included within other current assets in the consolidated balance sheets, primarily consist of capitalized costs related to customer-owned tooling contracts, wherein the customer has guaranteed reimbursement, and assets recorded for revenue recognized over time, which represent the Company’s rights to consideration for work completed but not yet billed. The $7.1 million decrease in contract assets during the first six months of fiscal 2021 primarily resulted from a decrease in contract assets for revenue recognized over time.

Contract liabilities, included within other current liabilities in the consolidated balance sheets, consist of payments received in advance of satisfying performance obligations under customer contracts, including contracts for customer-owned tooling. The $2.8 million increase in contract liabilities during the first six months of fiscal 2021 was primarily related to customer contracts for which payment was received in advance of the Company’s satisfaction of performance obligations.

Note 3: Fair Value Measurements

Fair value is defined as the price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Fair value measurements are classified under the following hierarchy:

●
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.

When available, the Company uses quoted market prices to determine fair value and classifies such measurements as Level 1.  In some cases, where market prices are not available, the Company uses observable market-based inputs to calculate fair value, in which case the measurements are classified as Level 2.  If quoted or observable market prices are not available, the Company determines fair value based upon valuation models that use, where possible, market-based data such as interest rates, yield curves or currency rates.  These measurements are classified as Level 3.

The carrying values of cash, cash equivalents, restricted cash, short-term investments, trade accounts receivable, accounts payable, and short-term debt approximate fair value due to the short-term nature of these instruments. The Company holds investments in deferred compensation trusts to fund obligations under certain non-qualified deferred compensation plans.  The Company records the fair value of these investments within other noncurrent assets on its consolidated balance sheets.  The Company classifies money market investments held by the trusts within Level 2 of the valuation hierarchy.  The Company classifies all other investments held by the trusts within Level 1 of the valuation hierarchy, as it uses quoted market prices to determine the investments’ fair value.  The Company’s deferred compensation obligations, which are recorded as other noncurrent liabilities, are recorded at the fair values of the investments held by the trust.  The fair values of the investments and obligations for the Company’s deferred compensation plans each totaled $3.5 and $3.8 million as of September 30, 2020 and March 31, 2020, respectively. The fair value of the Company’s long-term debt is disclosed in Note 16.

8
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)

Note 4: Pensions

Pension cost included the following components:

 
 
Three months ended
September 30,
   
Six months ended
September 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Service cost
 
$
0.1
   
$
0.1
   
$
0.2
   
$
0.2
 
Interest cost
   
1.9
     
2.2
     
3.9
     
4.5
 
Expected return on plan assets
   
(2.8
)
   
(2.9
)
   
(5.7
)
   
(5.9
)
Amortization of unrecognized net loss
   
1.8
     
1.5
     
3.5
     
3.0
 
Net periodic benefit cost
 
$
1.0
   
$
0.9
   
$
1.9
   
$
1.8
 

During the six months ended September 30, 2019, the Company contributed $1.7 million to its U.S. pension plans.  The Company has not yet made contributions to its U.S. pension plans during fiscal 2021, as permitted by the Coronavirus Aid, Relief and Economic Security Act.  The Company expects to contribute approximately $20.0 million to its U.S. pension plans during the second half of fiscal 2021.

Note 5: Stock-Based Compensation

The Company’s stock-based incentive programs consist of the following: (1) a long-term incentive plan (“LTIP”)  for officers and other executives that consists of stock awards, stock options, and performance-based stock awards granted for retention and performance, (2) a discretionary equity program for other management and key employees, and (3) stock awards for non-employee directors.

The Company calculates compensation expense based upon the fair value of the instruments at the time of grant and subsequently recognizes expense ratably over the respective vesting periods of the stock-based awards.  The Company recognized stock-based compensation expense of $1.4 million and $2.7 million for the three months ended September 30,2020 and 2019, respectively. The Company recognized stock-based compensation expense of $2.1 million and $4.4 million for the six months ended September 30, 2020 and 2019, respectively.

As of September 30, 2020, unrecognized compensation expense related to non-vested stock-based compensation awards, which will be amortized over the remaining service periods, was as follows:

 
 
Unrecognized
Compensation
Expense
   
Weighted-Average
Remaining Service
Period in Years
 
Stock options
 
$
1.2
     
2.0
 
Restricted stock awards
   
3.9
     
2.7
 
Performance stock awards
   
0.4
     
1.5
 
Total
 
$
5.5
     
2.5
 

9
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
In October 2020, the Company granted stock-based awards to officers and other executives under the LTIP.  The Company granted 0.4 million each of restricted stock awards and stock options, with fair values of $6.62 and $3.32 per award, respectively.  In lieu of performance-based stock awards, the Company granted performance cash awards to the LTIP participants.  The performance metrics for the cash awards are based upon a target three-year average cash flow return on invested capital and a target three-year average revenue growth at the end of the three-year performance period ending March 31, 2023. These performance metrics are the same as those contained within the fiscal 2020 and 2019 performance-based stock awards.

Note 6: Restructuring Activities

The Company is currently transferring production from its manufacturing facility in Zhongshan, China to another CIS segment manufacturing facility in China, which it expects to complete in the third quarter of fiscal 2021.  As a result of the plant consolidation activities in China, the Company recorded $1.3 million and $3.0 million of severance expenses during the three and six months ended September 30, 2020, respectively.  In addition, the Company is in the process of transferring product lines to its CIS manufacturing facility in Mexico.

During the first quarter of fiscal 2021, the Company implemented targeted headcount reductions, the most significant of which were in North America in the HDE and CIS segments.  The headcount reductions were in response to lower market demand and support the Company’s objective of reducing operational and SG&A cost structures.

The Company’s restructuring actions during the first six months of fiscal 2020 consisted primarily of targeted headcount reductions and plant consolidation activities.  The fiscal 2020 headcount reductions were primarily in Europe within the Automotive segment and in the Americas within the HDE segment. 

Restructuring and repositioning expenses were as follows:

 
 
Three months ended
September 30,
   
Six months ended
September 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Employee severance and related benefits
 
$
1.3
   
$
1.8
   
$
5.7
   
$
3.3
 
Other restructuring and repositioning expenses
   
0.2
     
0.5
     
0.4
     
0.8
 
Total
 
$
1.5
   
$
2.3
   
$
6.1
   
$
4.1
 

Other restructuring and repositioning expenses primarily consist of equipment transfers and plant consolidation costs.

10
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
The Company accrues severance in accordance with its written plans, procedures, and relevant statutory requirements. Changes in accrued severance were as follows:

 
 
Three months ended September 30,
 
 
 
2020
   
2019
 
Beginning balance
 
$
6.9
   
$
7.8
 
Additions
   
1.3
     
1.8
 
Payments
   
(2.6
)
   
(2.0
)
Effect of exchange rate changes
   
0.2
     
(0.2
)
Ending balance
 
$
5.8
   
$
7.4
 

 
 
Six months ended September 30,
 
 
 
2020
   
2019
 
Beginning balance
 
$
5.0
   
$
10.0
 
Additions
   
5.7
     
3.3
 
Payments
   
(5.2
)
   
(5.7
)
Effect of exchange rate changes
   
0.3
     
(0.2
)
Ending balance
 
$
5.8
   
$
7.4
 

Note 7: Other Income and Expense

Other income and expense consisted of the following:

 
 
Three months ended
September 30,
   
Six months ended
September 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Interest income
 
$
-
   
$
0.1
   
$
0.3
   
$
0.2
 
Foreign currency transactions (a)
   
0.2
     
(0.8
)
   
0.7
     
(1.4
)
Net periodic benefit cost (b)
   
(0.7
)
   
(0.7
)
   
(1.5
)
   
(1.4
)
Equity in earnings of non-consolidated affiliate (c)
   
-
     
0.1
     
-
     
0.2
 
Total other expense - net
 
$
(0.5
)
 
$
(1.3
)
 
$
(0.5
)
 
$
(2.4
)
(a)
Foreign currency transactions primarily consist of foreign currency transaction gains and losses on the re-measurement or settlement of foreign currency-denominated assets and liabilities, including intercompany loans and transactions denominated in a foreign currency, along with gains and losses on certain foreign currency exchange contracts.
(b)
Net periodic benefit cost for the Company’s pension and postretirement plans is exclusive of service cost.
(c)
The Company sold its ownership interest in NEX during the second quarter of fiscal 2020. See Note 1 for additional information.

11
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)

Note 8: Income Taxes

The Company’s effective tax rate for the three months ended September 30, 2020  and 2019 was 61.0 percent and (336.4) percent, respectively. The Company’s effective tax rate for the six months ended September 30, 2020 and 2019 was 96.5 percent and 66.0 percent, respectively. The effective tax rates for the fiscal 2021 periods were negatively impacted by an income tax charge related to a valuation allowance on deferred tax assets in the U.S., as further described below, and favorably impacted by the global intangible low taxed income (“GILTI”) provision of the Tax Cuts and Jobs Act, as finalized regulations were enacted in the second quarter. In the fiscal 2020 periods, the effective tax rates were favorably impacted by the release of an unrecognized tax benefit.

During the second quarter of fiscal 2021, the Company recorded an income tax charge of $6.6 million to increase its valuation allowance on certain U.S. deferred tax assets after determining it was more likely than not the deferred tax assets would not be realized based upon finalized foreign tax credit regulations enacted during the quarter. As of September 30, 2020, valuation allowances against deferred tax assets in certain foreign jurisdictions and the U.S. totaled $30.9 million and $22.0 million, respectively. The Company will maintain the valuation allowances in each applicable tax jurisdiction until it determines it is more likely than not the deferred tax assets will be realized, thereby eliminating the need for a valuation allowance. As further discussed in Note 17, the COVID-19 pandemic has resulted in risks and uncertainties to our business. Future events or circumstances, such as lower taxable income or unfavorable changes in the financial outlook of the Company’s operations in the U.S. and certain foreign jurisdictions, could necessitate the establishment of further valuation allowances, which could have a material adverse effect on the Company’s results of operations and financial condition.

Accounting policies for interim reporting require the Company to adjust its effective tax rate each quarter to be consistent with its estimated annual effective tax rate. Under this methodology, the Company applies its estimated annual income tax rate to its year-to-date ordinary earnings to derive its income tax provision each quarter. The Company records the tax impacts of certain significant, unusual or infrequently occurring items in the period in which they occur. The Company excluded the impact of its operations in certain foreign locations from the overall effective tax rate methodology and recorded them discretely based upon year-to-date results because the Company anticipates net operating losses for the full fiscal year in these jurisdictions. The Company does not anticipate a significant change in unrecognized tax benefits during the remainder of fiscal 2021.

12
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)

Note 9: Earnings Per Share

The components of basic and diluted earnings per share were as follows:

 
 
Three months ended
September 30,
   
Six months ended
September 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Net earnings (loss) attributable to Modine
 
$
8.6
   
$
(4.7
)
 
$
-
   
$
3.3
 
 
                               
Weighted-average shares outstanding - basic
   
51.3
     
50.8
     
51.1
     
50.8
 
Effect of dilutive securities
   
-
     
-
     
-
     
0.3
 
Weighted-average shares outstanding - diluted
   
51.3
     
50.8
     
51.1
     
51.1
 
 
                               
Earnings (loss) per share:
                               
Net earnings (loss) per share - basic
 
$
0.17
   
$
(0.09
)
 
$
-
   
$
0.07
 
Net earnings (loss) per share - diluted
 
$
0.17
   
$
(0.09
)
 
$
-
   
$
0.06
 

For the three and six months ended September 30, 2020, the calculation of diluted earnings per share excluded 1.0 million and 1.1 million stock options, respectively, because they were anti-dilutive.  In addition, the calculation for both the three and six months ended September 30, 2020 excluded 0.4 million restricted stock awards because they were anti-dilutive.

For the three and six months ended September 30, 2019, the calculation of diluted earnings per share excluded 0.9 million and 0.8 million stock options, respectively, because they were anti-dilutive.  In addition, the calculation for both the three and six months ended September 30, 2019 excluded 0.5 million restricted stock awards because they were anti-dilutive.  For the three months ended September 30, 2019, the total number of potentially-dilutive securities was 0.3 million.  However, these securities were not included in the computation of diluted net loss per share since to do so would have decreased the loss per share.

Note 10: Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following:

 
 
September 30, 2020
   
March 31, 2020
 
Cash and cash equivalents
 
$
62.5
   
$
70.9
 
Restricted cash
   
0.2
     
0.4
 
 Total cash, cash equivalents and restricted cash
 
$
62.7
   
$
71.3
 

Restricted cash, which is reported within other current assets and other noncurrent assets in the consolidated balance sheets, consists primarily of deposits for contractual guarantees or commitments required for rents, import and export duties, and commercial agreements.

13
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)

Note 11: Inventories

Inventories consisted of the following:

 
September 30, 2020
   
March 31, 2020
 
Raw materials
 
$
120.2
   
$
123.6
 
Work in process
   
36.5
     
34.6
 
Finished goods
   
45.0
     
49.2
 
Total inventories
 
$
201.7
   
$
207.4
 

Note 12: Property, Plant and Equipment

Property, plant and equipment, including depreciable lives, consisted of the following:

 
 
September 30, 2020
   
March 31, 2020
 
Land
 
$
20.9
   
$
19.7
 
Buildings and improvements (10-40 years)
   
286.0
     
276.7
 
Machinery and equipment (3-15 years)
   
921.6
     
870.3
 
Office equipment (3-10 years)
   
99.2
     
95.2
 
Construction in progress
   
27.1
     
40.5
 
 
   
1,354.8
     
1,302.4
 
Less: accumulated depreciation
   
(915.7
)
   
(854.4
)
Net property, plant and equipment
 
$
439.1
   
$
448.0
 

Note 13: Goodwill and Intangible Assets

Changes in the carrying amount of goodwill were as follows:

 
 
CIS
   
BHVAC
   
Total
 
Goodwill, March 31, 2020
 
$
152.6
   
$
13.5
   
$
166.1
 
Effect of exchange rate changes
   
2.8
     
0.5
     
3.3
 
Goodwill, September 30, 2020
 
$
155.4
   
$
14.0
   
$
169.4
 

14
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
Intangible assets consisted of the following:

 
September 30, 2020
   
March 31, 2020
 
   
Gross
Carrying
Value
   
Accumulated
Amortization
   
Net
Intangible
Assets
   
Gross
Carrying
Value
   
Accumulated
Amortization
   
Net
Intangible
Assets
 
Customer relationships
 
$
62.6
   
$
(14.9
)
 
$
47.7
   
$
60.8
   
$
(12.6
)
 
$
48.2
 
Trade names
   
59.3
     
(17.9
)
   
41.4
     
58.3
     
(16.2
)
   
42.1
 
Acquired technology
   
24.4
     
(8.9
)
   
15.5
     
23.6
     
(7.6
)
   
16.0
 
Total intangible assets
 
$
146.3
   
$
(41.7
)
 
$
104.6
   
$
142.7
   
$
(36.4
)
 
$
106.3
 

The Company recorded amortization expense of $2.1 million and $2.2 million for the three months ended September 30, 2020 and 2019, respectively. The Company recorded amortization expense of $4.2 million and $4.4 million for the six months ended September 30, 2020 and 2019, respectively.The Company estimates that it will record $4.2 million of amortization expense during the remainder of fiscal 2021 and approximately $8.0 million of annual amortization expense in fiscal 2022 through 2026.

Note 14: Product Warranties

Changes in accrued warranty costs were as follows:

 
 
Three months ended September 30,
 
 
 
2020
   
2019
 
Beginning balance
 
$
8.3
   
$
9.1
 
Warranties recorded at time of sale
   
1.4
     
1.2
 
Adjustments to pre-existing warranties
   
0.1
     
(0.3
)
Settlements
   
(0.9
)
   
(1.7
)
Effect of exchange rate changes
   
0.1
     
(0.2
)
Ending balance
 
$
9.0
   
$
8.1
 

 
 
Six months ended September 30,
 
 
 
2020
   
2019
 
Beginning balance
 
$
7.9
   
$
9.2
 
Warranties recorded at time of sale
   
2.5
     
2.6
 
Adjustments to pre-existing warranties
   
0.1
     
(0.9
)
Settlements
   
(1.7
)
   
(2.6
)
Effect of exchange rate changes
   
0.2
     
(0.2
)
Ending balance
 
$
9.0
   
$
8.1
 

15
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)

Note 15: Leases

Lease Assets and Liabilities
The following table provides a summary of leases recorded on the consolidated balance sheets.

-
 
 Balance Sheet Location
   
September 30, 2020
   
March 31, 2020
Lease Assets
               
Operating lease ROU assets
 
Other noncurrent assets
 
$
63.3
 
$
61.4
Finance lease ROU assets (a)
 
Property, plant and equipment - net
   
8.5
   
8.5
                 
Lease Liabilities
               
Operating lease liabilities
 
Other current liabilities
 
$
12.6
 
$
10.9
Operating lease liabilities
 
Other noncurrent liabilities
   
51.2
   
50.3
Finance lease liabilities
 
Long-term debt - current portion
   
0.4
   
0.4
Finance lease liabilities
 
Long-term debt
   
3.3
   
3.3
(a)
Finance lease right of use (“ROU”) assets were recorded net of accumulated amortization of $2.1 million and $1.8 million as of September 30, 2020 and March 31, 2020, respectively.

Components of Lease Expense
The components of lease expense were as follows:

 
Three months ended September 30,
   
Six months ended September 30,
 
   
2020
   
2019
   
2020
   
2019
 
Operating lease expense (a)
 
$
5.2
   
$
5.2
   
$
10.1
   
$
10.4
 
Finance lease expense:
                               
Depreciation of ROU assets
   
0.1
     
0.1
     
0.2
     
0.2
 
Interest on lease liabilities
   
0.1
     
0.1
     
0.1
     
0.1
 
Total lease expense
 
$
5.4
   
$
5.4
   
$
10.4
   
$
10.7
 
(a)
For the three and six months ended September 30, 2020, operating lease expense included short-term lease expense of $0.9 million and $1.8 million, respectively.  For the three and six months ended September 30, 2019, operating lease expense included short-term lease expense of $1.0 million and $1.9 million, respectively. Variable lease expense was not significant.

16
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)

Note 16: Indebtedness

Long-term debt consisted of the following:

Fiscal year of maturity
 
September 30, 2020
   
March 31, 2020
Term loans
2025
 
$
185.5
   
$
189.4
Revolving credit facility
2025
   
52.9
     
127.2
5.9% Senior Notes
2029
   
100.0
     
100.0
5.8% Senior Notes
2027
   
50.0
     
50.0
Other (a)
     
3.7
     
6.0
       
392.1
     
472.6
Less: current portion
     
(13.5)
     
(15.6)
Less: unamortized debt issuance costs
     
(4.8)
     
(5.0)
Total long-term debt
   
$
373.8
   
$
452.0
(a)
Other long-term debt primarily includes finance lease obligations and borrowings by foreign subsidiaries.


Long-term debt, including the current portion of long-term debt, matures as follows:

Fiscal Year
     
Remainder of 2021
 
$
6.8
 
2022
   
21.9
 
2023
   
21.9
 
2024
   
21.9
 
2025
   
201.3
 
2026 & beyond
   
118.3
 
Total
 
$
392.1
 

Borrowings under both the revolving credit and term loan facilities bear interest at a variable rate, based upon the applicable reference rate and including a margin percentage dependent upon the Company’s leverage ratio, as described below.  At September 30, 2020, the weighted-average interest rates for revolving credit facility borrowings and the term loans were both 2.8 percent.  At September 30, 2020, the Company’s revolving credit facility borrowings totaled $52.9 million and domestic letters of credit totaled $5.7 million, resulting in available borrowings under the revolving credit facility of $191.4 million.

The Company also maintains credit agreements for its foreign subsidiaries, with outstanding short-term borrowings of $17.1 million and $14.8 million at September 30, 2020 and March 31, 2020, respectively.

Provisions in the Company’s credit agreement, Senior Note agreements, and various foreign credit agreements require the Company to maintain compliance with various covenants and include certain cross-default clauses.  Under its primary debt agreements in the U.S., the Company has provided liens on substantially all domestic assets.  Also, as specified in the credit agreement, the term loans may require prepayments in the event of certain asset sales.  In addition, at the time of each incremental borrowing under the revolving credit facility, the Company is required to represent to the lenders that there has been no material adverse effect, as defined in the credit agreement, on its business, property, or results of operations.

17
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
In May 2020, the Company executed amendments to its primary credit agreements in the U.S.  Under the amended agreements, the leverage ratio covenant limit has been temporarily raised.  The leverage ratio covenant requires the Company to limit the ratio of its consolidated indebtedness, less a portion of its cash balance, both as defined by the credit agreements, to its consolidated net earnings before interest, taxes, depreciation, amortization, and certain other adjustments (“Adjusted EBITDA”).  The leverage ratio covenant limit for the second quarter of fiscal 2021 was 4.75 to 1. The leverage ratio covenant limit for the remainder of fiscal 2021 is  5.25 to 1 and 5.75 to 1 for the third and fourth quarters, respectively.  In fiscal 2022, the leverage ratio covenant limit is 4.75 to 1, 3.75 to 1, and 3.50 to 1 for the first, second and third quarters, respectively, and subsequently returns to 3.25 to 1 for the fourth quarter of fiscal 2022.  The Company is also subject to an interest expense coverage ratio covenant, which requires the Company to maintain Adjusted EBITDA of at least three times consolidated interest expense.  The Company was in compliance with its debt covenants as of  September 30, 2020.

The Company estimates the fair value of long-term debt using discounted future cash flows at rates offered to the Company for similar debt instruments of comparable maturities. As of September 30, 2020 and March 31, 2020, the carrying value of the Company’s long-term debt approximated fair value, with the exception of the Senior Notes, which had an aggregate fair value of approximately $136.6 million and $131.3 million, respectively.  The fair value of the Company’s long-term debt is categorized as Level 2 within the fair value hierarchy. Refer to Note 3 for the definition of a Level 2 fair value measurement.

Note 17: Risks, Uncertainties, Contingencies and Litigation

COVID-19
In March 2020, the World Health Organization declared the outbreak of the novel coronavirus, COVID-19, a pandemic.  The spread of COVID-19 and the resulting work and travel restrictions, including international border closings, have disrupted, and may continue to disrupt, global supply chains and have negatively impacted the global economy.  As a result of this pandemic, the Company has experienced significant impacts on its operations.  Local government requirements or customer shutdowns caused the Company to suspend production at many of its manufacturing facilities in March and April 2020.  All of the temporarily-closed facilities have reopened and have been trending back towards normal production levels.  The Company is continuing to focus on protecting the health and wellbeing of its employees and the communities in which it operates, while also ensuring the continuity of its business operations and timely delivery of quality products and services to its customers.  To mitigate the negative impacts of COVID-19, the Company has taken actions, including, but not limited to, production staffing adjustments, furloughs, shortened work weeks, and temporary salary reductions at all levels of the organization.  In addition, the Company is focused on reducing operating and administrative expenses. Based upon its current expectations, the Company believes that its sources of liquidity will generate sufficient cash flow to meet its obligations during the next twelve months from the date these financial statements are issued.

The Company’s consolidated financial statements reflect estimates and assumptions made by management, including assumptions regarding the future impacts of the COVID-19 pandemic, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods presented.  For example, assets particularly sensitive to assumptions that could be adversely impacted by the COVID-19 pandemic include goodwill and deferred tax assets.  While the Company believes it used appropriate estimates and assumptions to prepare the consolidated financial statements, actual amounts could differ materially and future events or circumstances could have a potential negative effect on the assumptions used.  If the Company, its suppliers, or its customers experience further shutdowns or other significant business disruptions associated with the COVID-19 pandemic, its ability to conduct business in the manner and on the timelines presently planned could be materially and negatively impacted, which could have a material adverse effect on the Company’s business, financial position, results of operations and cash flows.

18
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
Environmental
The Company has recorded environmental investigation and remediation accruals related to soil and groundwater contamination at manufacturing facilities in the U.S., one of which the Company currently owns and operates, and at its former manufacturing facility in the Netherlands, along with accruals for lesser environmental matters at certain other facilities in the U.S.  These accruals generally relate to facilities where past operations followed practices and procedures that were considered acceptable under then-existing regulations, or where the Company is a successor to the obligations of prior owners, and current laws and regulations require investigative and/or remedial work to ensure sufficient environmental compliance. The accruals for these environmental matters totaled $18.3 million and $18.2 million as of September 30, 2020 and March 31, 2020, respectively.  As additional information becomes available, the Company will re-assess the liabilities related to these matters and revise the estimated accruals, if necessary. Based upon currently available information, the Company believes the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on its financial position.  However, these matters are subject to inherent uncertainties, and unfavorable outcomes could occur, including significant monetary damages.

Other Litigation
In the normal course of business, the Company and its subsidiaries are named as defendants in various lawsuits and enforcement proceedings by private parties, governmental agencies and/or others in which claims are asserted against Modine.  The Company believes that any additional loss in excess of amounts already accrued would not have a material effect on the Company’s consolidated balance sheet, results of operations, and cash flows.  In addition, management expects that the liabilities which may ultimately result from such lawsuits or proceedings, if any, would not have a material adverse effect on the Company’s financial position.

19
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)

Note 18: Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss were as follows:

 
 
Three months ended September 30, 2020
   
Six months ended September 30, 2020
 
 
 
Foreign
Currency
Translation
   
Defined
Benefit Plans
   
Cash Flow
Hedges
   
Total
   
Foreign
Currency
Translation
   
Defined
Benefit Plans
   
Cash Flow
Hedges
   
Total
 
Beginning balance
 
$
(56.1
)
 
$
(159.7
)
 
$
-
   
$
(215.8
)
 
$
(61.4
)
 
$
(160.9
)
 
$
(1.0
)
 
$
(223.3
)
 
                                                               
Other comprehensive income before reclassifications
   
17.3
     
-
     
0.3
     
17.6
     
22.6
     
-
     
1.1
     
23.7
 
Reclassifications:
                                                               
Amortization of unrecognized net loss (a)
   
-
     
1.7
     
-
     
1.7
     
-
     
3.3
     
-
     
3.3
 
Realized losses - net (b)
   
-
     
-
     
0.3
     
0.3
     
-
     
-
     
0.8
     
0.8
 
Income taxes
   
-
     
(0.4
)
   
(0.2
)
   
(0.6
)
   
-
     
(0.8
)
   
(0.5
)
   
(1.3
)
Total other comprehensive income
   
17.3
     
1.3
     
0.4
     
19.0
     
22.6
     
2.5
     
1.4
     
26.5
 
 
                                                               
Ending balance
 
$
(38.8
)
 
$
(158.4
)
 
$
0.4
   
$
(196.8
)
 
$
(38.8
)
 
$
(158.4
)
 
$
0.4
   
$
(196.8
)

 
 
Three months ended September 30, 2019
   
Six months ended September 30, 2019
 
 
 
Foreign
Currency
Translation
   
Defined
Benefit Plans
   
Cash Flow
Hedges
   
Total
   
Foreign
Currency
Translation
   
Defined
Benefit Plans
   
Cash Flow
Hedges
   
Total
 
Beginning balance
 
$
(40.7
)
 
$
(135.2
)
 
$
(0.3
)
 
$
(176.2
)
 
$
(42.6
)
 
$
(136.3
)
 
$
0.5
   
$
(178.4
)
 
                                                               
Other comprehensive loss before reclassifications
   
(18.7
)
   
-
     
(0.6
)
   
(19.3
)
   
(16.8
)
   
-
     
(1.6
)
   
(18.4
)
Reclassifications:
                                                               
Amortization of unrecognized net loss (a)
   
-
     
1.4
     
-
     
1.4
     
-
     
2.8
     
-
     
2.8
 
Realized losses - net (b)
   
-
     
-
     
0.3
     
0.3
     
-
     
-
     
0.2
     
0.2
 
Foreign currency translation gains (c)
   
(0.6
)
   
-
     
-
     
(0.6
)
   
(0.6
)
   
-
     
-
     
(0.6
)
Income taxes
   
-
     
(0.3
)
   
0.1
     
(0.2
)
   
-
     
(0.6
)
   
0.4
     
(0.2
)
Total other comprehensive income (loss)
   
(19.3
)
   
1.1
     
(0.2
)
   
(18.4
)
   
(17.4
)
   
2.2
     
(1.0
)
   
(16.2
)
 
                                                               
Ending balance
 
$
(60.0
)
 
$
(134.1
)
 
$
(0.5
)
 
$
(194.6
)
 
$
(60.0
)
 
$
(134.1
)
 
$
(0.5
)
 
$
(194.6
)
(a)
Amounts are included in the calculation of net periodic benefit cost for the Company’s defined benefit plans, which include pension and other postretirement plans. Refer to Note 4 for additional information about the Company’s pension plans.
(b)
Amounts represent net gains and losses associated with cash flow hedges that were reclassified to net earnings.
(c)
As a result of the sale of its investment in NEX during the second quarter of fiscal 2020, the Company wrote off $0.6 million of accumulated foreign currency translation gains.

20
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)

Note 19: Segment Information

Effective April 1, 2020, the Company began managing its global automotive business separate from the other businesses within the previously-reported Vehicular Thermal Solutions (“VTS”) segment.  The Company is managing the automotive business as the Automotive segment as it targets the sale or eventual exit of its underlying automotive business operations.  The other businesses of the VTS segment, including the commercial vehicle and off-highway businesses, are being managed as the Heavy Duty Equipment segment.  The segment realignment had no impact on the CIS and BHVAC segments or on the Company’s consolidated financial position, results of operations, and cash flows.  Segment financial information for fiscal 2020 has been recast to conform to the fiscal 2021 presentation.

Each operating segment is managed by a vice president and has separate financial results reviewed by the Company’s chief operating decision maker.  These results are used by management in evaluating the performance of each segment and in making decisions on the allocation of resources among the Company’s various businesses.

The following is a summary of net sales, gross profit, operating income, and total assets by segment:

 
 
Three months ended September 30,
 
 
 
2020
   
2019
 
 
 
External
Sales
   
Inter-segment
Sales
   
Total
   
External
Sales
   
Inter-segment
Sales
   
Total
 
Net sales:
                                   
CIS
 
$
133.2
   
$
0.9
   
$
134.1
   
$
155.7
   
$
1.0
   
$
156.7
 
BHVAC
   
61.9
     
-
     
61.9
     
55.7
     
0.3
     
56.0
 
HDE
   
157.6
     
8.0
     
165.6
     
173.9
     
13.3
     
187.2
 
Automotive
   
108.7
     
1.2
     
109.9
     
114.9
     
0.8
     
115.7
 
Segment total
   
461.4
     
10.1
     
471.5
     
500.2
     
15.4
     
515.6
 
Corporate and eliminations
   
-
     
(10.1
)
   
(10.1
)
   
-
     
(15.4
)
   
(15.4
)
Net sales
 
$
461.4
   
$
-
   
$
461.4
   
$
500.2
   
$
-
   
$
500.2
 
21
MODINE MANUFACTURING COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)

 
 
Six months ended September 30,
 
 
 
2020
   
2019
 
 
 
External
Sales
   
Inter-segment
Sales
   
Total
   
External
Sales
   
Inter-segment
Sales
   
Total
 
Net sales:
                                   
CIS
 
$
254.5
   
$
2.1
   
$
256.6
   
$
323.6
   
$
1.9
   
$
325.5
 
BHVAC
   
109.3
     
0.2
     
109.5
     
104.2
     
0.8
     
105.0
 
HDE
   
275.9
     
13.2
     
289.1
     
373.6
     
30.0
     
403.6
 
Automotive
   
169.5
     
2.5
     
172.0
     
227.8
     
1.5
     
229.3
 
Segment total
   
809.2
     
18.0
     
827.2
     
1,029.2
     
34.2
     
1,063.4
 
Corporate and eliminations
   
-
     
(18.0
)
   
(18.0
)
   
-
     
(34.2
)
   
(34.2
)
Net sales
 
$
809.2
   
$
-
   
$
809.2
   
$
1,029.2
   
$
-
   
$
1,029.2
 

 
 
Three months ended September 30,
   
Six months ended September 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
 
 
$'s
   
% of
sales
   
$'s
   
% of
sales
   
$'s
   
% of
sales
   
$'s
   
% of
sales
 
Gross profit:
                                               
CIS
 
$
19.3
     
14.4
%
 
$
22.9
     
14.6
%
 
$
34.8
     
13.5
%
 
$
47.2
     
14.5
%
BHVAC
   
21.7
     
35.1
%
   
17.7
     
31.7
%
   
36.2
     
33.1
%
   
31.4
     
29.9
%
HDE
   
23.6
     
14.2
%
   
22.4
     
12.0
%
   
34.9
     
12.1
%
   
54.9
     
13.6
%
Automotive
   
16.6
     
15.2
%
   
13.0
     
11.2
%
   
21.4
     
12.5
%
   
25.5
     
11.1
%
Segment total
   
81.2
     
17.2
%
   
76.0
     
14.7
%
   
127.3
     
15.4
%
   
159.0
     
15.0
%
Corporate and eliminations
   
(0.4
)
   
-
     
(0.3
)
   
-
     
(0.4
)
   
-
     
0.1
     
-
 
Gross profit
 
$
80.8
     
17.5
%
 
$
75.7
     
15.1
%
 
$
126.9
     
15.7
%
 
$
159.1
     
15.5
%

 
 
Three months ended September 30,
   
Six months ended September 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Operating income:
                       
CIS
 
$
5.6
   
$
8.5
   
$
5.6
   
$
17.5
 
BHVAC
   
13.1
     
8.8
     
20.2
     
14.1
 
HDE
   
13.3
     
7.1
     
10.8
     
24.4
 
Automotive
   
8.0
     
0.4
     
4.2
     
0.4
 
Segment total
   
40.0
     
24.8
     
40.8
     
56.4
 
Corporate and eliminations
   
(11.5
)
   
(18.8
)
   
(15.5
)
   
(32.3
)
Operating income
 
$
28.5
   
$
6.0
   
$
25.3
   
$
24.1
 

 
 
September 30, 2020
   
March 31, 2020
 
Total assets:
           
CIS
 
$
598.2
   
$
617.7
 
BHVAC
   
105.4
     
102.3
 
HDE
   
418.8
     
417.4
 
Automotive
   
281.7
     
272.5
 
Corporate and eliminations
   
106.8
     
126.2
 
Total assets
 
$
1,510.9
   
$
1,536.1
 


Note 20: Subsequent Event

On November 2, 2020, the Company announced that it signed a definitive agreement to sell its liquid-cooled automotive business to Dana Incorporated.  The Company expects this transaction to close during the first half of calendar 2021, subject to regulatory approvals and other customary closing conditions.  The Company does not expect significant net cash proceeds from this transaction based upon the selling price and adjustments for cash, debt, and working capital, as defined within the definitive agreement.  The Company reports financial results of the liquid-cooled automotive business within its Automotive segment.  Net sales attributable to the liquid-cooled automotive business were approximately $130.0 million during the first six months of fiscal 2021 and approximately $310.0 million in fiscal 2020.  Net assets of this business were approximately $140.0 million as of September 30, 2020.  There is no goodwill or intangible assets recorded within the liquid-cooled automotive business.

In connection with the pending sale, the Company expects to classify the liquid-cooled automotive business (the “disposal group”) as held for sale beginning in the third quarter of fiscal 2021 and plans to report the assets and liabilities of this business as held for sale beginning with its December 31, 2020 consolidated balance sheet.  As a result of the disposal group being classified as held for sale, the Company expects to record a non-cash impairment charge of approximately $120.0 million to $130.0 million during the third quarter of fiscal 2021 related to the disposal group’s long-lived assets, which consist of property, plant and equipment.  When the transaction is completed, the Company expects to record an additional loss on sale related to other net assets and cumulative foreign currency translation adjustments attributable to the disposal group, net working capital adjustments, and costs to sell.  As the Company has not yet finalized its analysis, the impairment charge recorded in the third quarter could differ materially from the Company’s preliminary estimate and, at this time, the Company cannot estimate the loss on sale to be recorded upon completion of this transaction.

22

Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.

When we use the terms “Modine,” “we,” “us,” the “Company,” or “our” in this report, we are referring to Modine Manufacturing Company.  Our fiscal year ends on March 31 and, accordingly, all references to quarters refer to our fiscal quarters.  The quarter ended September 30, 2020 was the second quarter of fiscal 2021.

COVID-19
As the COVID-19 pandemic continues, both the health and overall well-being of our employees and delivering quality products and services to our customers remain our top priorities.

The COVID-19 pandemic has broadly impacted the global economy and our key end markets, which were most severely impacted during the first quarter of fiscal 2021.  In response to lower market demand and in an effort to mitigate the negative impacts of COVID-19 on our financial results, we implemented actions, including, but not limited to, production staffing adjustments, furloughs, shortened work weeks, and temporary salary reductions at all levels of our organization.  In addition, we have reduced operating and administrative expenses, including travel and entertainment expenditures, and lowered the annual compensation paid to the Board of Directors.  We have also focused on limiting capital expenditures and, where possible, have delayed certain projects and the purchase of some program-related equipment and tooling.  Our swift cost-saving actions, coupled with a slow but steady recovery in most of our key end markets, favorably impacted our financial results during the second quarter of fiscal 2021.  Looking ahead, while we are continuing to focus on cost-saving measures, we plan to reduce the level of furloughs, shortened work weeks and salary reductions.  As a result, we expect the benefit of the cost-saving actions, primarily on SG&A expenses, to be less significant in the second half of fiscal 2021.

The full extent of the impacts of COVID-19, which will largely depend on the length and severity of the pandemic, could have a material adverse effect on our business, results of operations, and cash flows.

Second Quarter Highlights
Net sales in the second quarter of fiscal 2021 decreased $38.8 million, or 8 percent, from the second quarter of fiscal 2020, primarily due to lower sales in our Commercial and Industrial Solutions (“CIS”), Heavy Duty Equipment (“HDE”) and Automotive segments.  Sales in each of these segments were impacted by market-driven volume declines.  Cost of sales decreased $43.9 million, or 10 percent, from the second quarter of fiscal 2020, primarily due to lower sales volume.  Gross profit increased $5.1 million and gross margin improved 240 basis points to 17.5 percent.  Selling, general and administrative (“SG&A”) expenses decreased $16.6 million, primarily due to lower project costs associated with our review of strategic alternatives for the automotive business and cost-reduction initiatives in response to the negative impacts of COVID-19.  Operating income during the second quarter of fiscal 2021 increased $22.5 million to $28.5 million, primarily due to higher earnings in our Automotive, HDE, and Building HVAC Systems (“BHVAC”) segments and lower SG&A expenses at Corporate.

Year-to-date Highlights
Net sales in the first six months of fiscal 2021 decreased $220.0 million, or 21 percent, from the same period last year, primarily due to lower sales in our HDE, CIS and Automotive segments.  Cost of sales decreased $187.8 million, or 22 percent, from the same period last year, primarily due to lower sales volume.  Gross profit decreased $32.2 million and gross margin improved 20 basis points to 15.7 percent.  SG&A expenses decreased $35.4 million, primarily due to lower project costs associated with our review of strategic alternatives for the automotive business and cost-reduction initiatives in response to the negative impacts of COVID-19.  Operating income during the first six months of fiscal 2021 increased $1.2 million to $25.3 million, primarily due to higher earnings in our BHVAC and Automotive segments and lower SG&A expenses at Corporate, partially offset by lower earnings in our HDE and CIS segments.

23

Recent Event
On November 2, 2020, we announced that we entered into a definitive agreement to sell our liquid-cooled automotive business to Dana Incorporated.  We expect this transaction to close during the first half of calendar 2021, subject to regulatory approvals and other customary closing conditions.  We do not expect significant net cash proceeds from this transaction based upon the selling price and adjustments for cash, debt, and working capital, as defined within the definitive agreement.  We report financial results of this business within the Automotive segment.  Net sales attributable to the liquid-cooled automotive business were approximately $130.0 million during the first six months of fiscal 2021 and approximately $310.0 million in fiscal 2020.  Net assets of this business were approximately $140.0 million as of September 30, 2020.

In connection with this pending sale, we expect to record a non-cash impairment charge of approximately $120.0 million to $130.0 million during the third quarter of fiscal 2021 related to the long-lived assets of the liquid-cooled automotive business. When the transaction is completed, we expect to record an additional loss on sale related to other net assets and cumulative foreign currency translation adjustments attributable to the business, net working capital adjustments, and costs to sell.  As we have not yet finalized our analysis, the impairment charge recorded in the third quarter could differ materially from our preliminary estimate and, at this time, we cannot estimate the loss on sale to be recorded upon completion of this transaction.

We are continuing to evaluate strategic alternatives for our other automotive businesses and are committed to exiting these businesses in a manner that is in the best interest of our shareholders.

CONSOLIDATED RESULTS OF OPERATIONS

The following table presents our consolidated financial results on a comparative basis for the three and six months ended September 30, 2020 and 2019:

 
Three months ended September 30,
   
Six months ended September 30,
 
   
2020
   
2019
   
2020
   
2019
 
(in millions)
 
$'s
   
% of sales
   
$'s
   
% of sales
   
$'s
   
% of sales
   
$'s
   
% of sales
 
Net sales
 
$
461.4
     
100.0
%
 
$
500.2
     
100.0
%
 
$
809.2
     
100.0
%
 
$
1,029.2
     
100.0
%
Cost of sales
   
380.6
     
82.5
%
   
424.5
     
84.9
%
   
682.3
     
84.3
%
   
870.1
     
84.5
%
Gross profit
   
80.8
     
17.5
%
   
75.7
     
15.1
%
   
126.9
     
15.7
%
   
159.1
     
15.5
%
Selling, general and administrative expenses
   
50.8
     
11.0
%
   
67.4
     
13.5
%
   
95.5
     
11.8
%
   
130.9
     
12.7
%
Restructuring expenses
   
1.5
     
0.3
%
   
2.3
     
0.4
%
   
6.1
     
0.8
%
   
4.1
     
0.4
%
Operating income
   
28.5
     
6.2
%
   
6.0
     
1.2
%
   
25.3
     
3.1
%
   
24.1
     
2.3
%
Interest expense
   
(5.2
)
   
-1.1
%
   
(5.8
)
   
-1.1
%
   
(10.6
)
   
-1.3
%
   
(11.7
)
   
-1.1
%
Other expense – net
   
(0.5
)
   
-0.1
%
   
(1.3
)
   
-0.3
%
   
(0.5
)
   
-0.1
%
   
(2.4
)
   
-0.2
%
Earnings (loss) before income taxes
   
22.8
     
4.9
%
   
(1.1
)
   
-0.2
%
   
14.2
     
1.8
%
   
10.0
     
1.0
%
Provision for income taxes
   
(13.9
)
   
-3.0
%
   
(3.7
)
   
-0.7
%
   
(13.7
)
   
-1.7
%
   
(6.6
)
   
-0.6
%
Net earnings (loss)
 
$
8.9
     
1.9
%
 
$
(4.8
)
   
-1.0
%
 
$
0.5
     
0.1
%
 
$
3.4
     
0.3
%

Comparison of Three Months ended September 30, 2020 and 2019

Second quarter net sales of $461.4 million were $38.8 million, or 8 percent, lower than the second quarter of the prior year, primarily due to lower sales volume in our CIS, HDE, and Automotive segments.  Sales in these segments decreased $22.6 million, $21.6 million, and $5.8 million, respectively, and were impacted by market-driven volume declines.  BHVAC segment sales increased $5.9 million.

Second quarter cost of sales decreased $43.9 million, or 10 percent, primarily due to lower sales volume.  As a percentage of sales, cost of sales decreased 240 basis points to 82.5 percent, primarily due to favorable impacts of cost-reduction initiatives, which were implemented earlier in the fiscal year in response to lower end market demand, and procurement initiatives.

As a result of lower sales and lower cost of sales as a percentage of sales, second quarter gross profit increased $5.1 million and gross margin improved 240 basis points to 17.5 percent.

Second quarter SG&A expenses decreased $16.6 million.  The decrease in SG&A expenses was primarily due to lower costs recorded at Corporate associated with our review of strategic alternatives for the Automotive segment’s business operations, which decreased approximately $12.0 million, and lower compensation-related expenses, which decreased approximately $8.0 million.  The lower compensation-related expenses resulted primarily from our cost-reduction initiatives aimed to mitigate the negative impacts of COVID-19.  These favorable drivers were partially offset by $5.5 million of costs recorded at Corporate in connection with Thomas A. Burke stepping down from his position as President and Chief Executive Officer (“CEO.”)  These costs primarily consisted of severance and benefit-related expenses and costs directly associated with the search for Mr. Burke’s successor.

Restructuring expenses totaled $1.5 million in the second quarter of fiscal 2021 and primarily consisted of severance expenses in the CIS segment related to plant consolidation activities.

Operating income of $28.5 million in the second quarter of fiscal 2021 increased $22.5 million compared with the second quarter of fiscal 2020.  The increase was primarily due to higher earnings in our Automotive, HDE, and BHVAC segments and lower SG&A expenses at Corporate.

24

The provision for income taxes was $13.9 million and $3.7 million in the second quarter of fiscal 2021 and 2020, respectively.  The $10.2 million increase was primarily due to a $6.6 million income tax charge for a valuation allowance on certain U.S. deferred tax assets and higher operating earnings in the current year.  In addition, the prior year benefitted from the release of an uncertain tax position.  These factors, which caused an increase in our tax provision during the second quarter of fiscal 2021, were partially offset by a favorable impact of global intangible low taxed income compared with the prior year.

Comparison of Six Months ended September 30, 2020 and 2019

Fiscal 2021 year-to-date net sales of $809.2 million were $220.0 million, or 21 percent, lower than the same period last year, primarily due to lower sales in our HDE, CIS and Automotive segments.  Sales in these segments decreased $114.5 million, $68.9 million, and $57.3 million, respectively, and were significantly impacted by market-driven volume declines and temporary plant closures due to the COVID-19 pandemic.  BHVAC segment sales increased $4.5 million.

Fiscal 2021 year-to-date cost of sales of $682.3 million decreased $187.8 million, or 22 percent, primarily due to lower sales volume.  As a percentage of sales, cost of sales decreased 20 basis points to 84.3 percent.  The unfavorable impact of the lower sales volume was more than offset by the benefits of cost-reduction initiatives in response to lower end market demand and procurement initiatives.

As a result of lower sales and lower cost of sales as a percentage of sales, fiscal 2021 year-to-date gross profit decreased $32.2 million and gross margin improved 20 basis points to 15.7 percent.

Fiscal 2021 year-to-date SG&A expenses decreased $35.4 million.  The decrease in SG&A expenses was primarily due to lower costs recorded at Corporate associated with our review of strategic alternatives for the Automotive segment’s business operations, which decreased approximately $20.0 million, and lower compensation-related expenses, which decreased approximately $18.0 million.  These favorable drivers were partially offset by $5.5 million of costs recorded at Corporate in connection with Mr. Burke stepping down as our CEO.

Restructuring expenses of $6.1 million during the first six months of fiscal 2021 increased $2.0 million compared with the same period last year and consisted primarily of severance expenses related to plant consolidation activities and targeted headcount reductions.

Operating income of $25.3 million during the first six months of fiscal 2021 increased $1.2 million compared with the same period last year.  The increase was primarily due lower SG&A expenses at Corporate and higher earnings in our BHVAC and Automotive segments, partially offset by lower earnings in our HDE and CIS segments.

The provision for income taxes was $13.7 million and $6.6 million during the first six months of fiscal 2021 and 2020, respectively.  The $7.1 million increase was primarily due to a $6.6 million income tax charge for a valuation allowance on certain U.S. deferred tax assets and slightly higher operating earnings in the current year.  In addition, the prior year benefitted from the release of an uncertain tax position.  These factors, which caused an increase in our tax provision during the first six months of fiscal 2021, were partially offset by a favorable impact of global intangible low taxed income compared with the prior year.

SEGMENT RESULTS OF OPERATIONS

Effective April 1, 2020, we began managing our global automotive business separate from the other businesses within the previously-reported Vehicular Thermal Solutions (“VTS”) segment.  We have been managing the automotive business as the Automotive segment as we target the sale or eventual exit of its underlying automotive business operations.  We are managing the other businesses of the VTS segment, including the commercial vehicle and off-highway businesses, as the Heavy Duty Equipment segment.

25

We began reporting financial results for our new segment structure beginning for fiscal 2021.  Segment financial information for fiscal 2020 has been recast to conform to the fiscal 2021 presentation.  The segment realignment had no impact on the CIS and BHVAC segments.

The following is a discussion of our segment results of operations for the three and six months ended September 30, 2020 and 2019:

Commercial and Industrial Solutions

 
Three months ended September 30,
   
Six months ended September 30,
 
   
2020
   
2019
   
2020
   
2019
 
(in millions)
 
$'s
   
% of sales
   
$'s
   
% of sales
   
$'s
   
% of sales
   
$'s
   
% of sales
 
Net sales
 
$
134.1
     
100.0
%
 
$
156.7
     
100.0
%
 
$
256.6
     
100.0
%
 
$
325.5
     
100.0
%
Cost of sales
   
114.8
     
85.6
%
   
133.8
     
85.4
%
   
221.8
     
86.5
%
   
278.3
     
85.5
%
Gross profit
   
19.3
     
14.4
%
   
22.9
     
14.6
%
   
34.8
     
13.5
%
   
47.2
     
14.5
%
Selling, general and administrative expenses
   
12.2
     
9.1
%
   
14.0
     
9.0
%
   
25.3
     
9.8
%
   
29.1
     
8.9
%
Restructuring expenses
   
1.5
     
1.2
%
   
0.4
     
0.2
%
   
3.9
     
1.5
%
   
0.6
     
0.2
%
Operating income
 
$
5.6
     
4.2
%
 
$
8.5
     
5.4
%
 
$
5.6
     
2.2
%
 
$
17.5
     
5.4
%

Comparison of Three Months ended September 30, 2020 and 2019

CIS net sales decreased $22.6 million, or 14 percent, from the second quarter of fiscal 2020 to the second quarter of fiscal 2021, primarily due to lower sales volume.  Sales to data center cooling and commercial HVAC&R customers decreased $12.3 million and $10.6 million, respectively.

CIS cost of sales decreased $19.0 million, or 14 percent, from the second quarter of fiscal 2020 to the second quarter of fiscal 2021, primarily due to lower sales volume.  As a percentage of sales, cost of sales increased 20 basis points to 85.6 percent, primarily due to the unfavorable impact of lower sales volume, partially offset by cost-reduction and procurement initiatives.

As a result of the lower sales and higher cost of sales as a percentage of sales, gross profit decreased $3.6 million and gross margin declined 20 basis points to 14.4 percent.

SG&A expenses decreased $1.8 million compared with the second quarter of the prior year.  The decrease in SG&A expenses was primarily due to lower compensation-related expenses, which decreased approximately $2.0 million.

Restructuring expenses during the second quarter of fiscal 2021 totaled $1.5 million and primarily consisted of severance expenses related to plant consolidation activities in China.

Operating income of $5.6 million decreased $2.9 million during the quarter, primarily due to lower gross profit and higher restructuring expenses, partially offset by lower SG&A expenses.

Comparison of Six Months ended September 30, 2020 and 2019

CIS year-to-date net sales decreased $68.9 million, or 21 percent, from the same period last year, primarily due to lower sales volume largely associated with the impacts of the COVID-19 pandemic.  Sales to commercial HVAC&R and data center cooling customers decreased $47.6 million and $22.7 million, respectively.

CIS year-to-date cost of sales decreased $56.5 million, or 20 percent, from the same period last year, primarily due to lower sales volume.  As a percentage of sales, cost of sales increased 100 basis points to 86.5 percent, primarily due to the unfavorable impact of lower sales volume, partially offset by cost-reduction and procurement initiatives.

26

As a result of the lower sales and higher cost of sales as a percentage of sales, gross profit decreased $12.4 million and gross margin declined 100 basis points to 13.5 percent.

CIS year-to-date SG&A expenses decreased $3.8 million compared with the prior year.  The decrease in SG&A expenses was primarily due to lower compensation-related expenses, which decreased approximately $4.0 million.

Restructuring expenses during the first six months of fiscal 2021 increased $3.3 million and primarily consisted of severance expenses related to plant consolidation activities in China and targeted headcount reductions in North America.

Operating income decreased $11.9 million to $5.6 million, primarily due to lower gross profit and higher restructuring expenses, partially offset by lower SG&A expenses.

Building HVAC Systems

 
Three months ended September 30,
   
Six months ended September 30,
 
   
2020
   
2019
   
2020
   
2019
 
(in millions)
 
$'s
   
% of sales
   
$'s
   
% of sales
   
$'s
   
% of sales
   
$'s
   
% of sales
 
Net sales
 
$
61.9
     
100.0
%
 
$
56.0
     
100.0
%
 
$
109.5
     
100.0
%
 
$
105.0
     
100.0
%
Cost of sales
   
40.2
     
64.9
%
   
38.3
     
68.3
%
   
73.3
     
66.9
%
   
73.6
     
70.1
%
Gross profit
   
21.7
     
35.1
%
   
17.7
     
31.7
%
   
36.2
     
33.1
%
   
31.4
     
29.9
%
Selling, general and administrative expenses
   
8.6
     
14.0
%
   
8.9
     
15.9
%
   
16.0
     
14.7
%
   
17.3
     
16.5
%
Operating income
 
$
13.1
     
21.1
%
 
$
8.8
     
15.8
%
 
$
20.2
     
18.4
%
 
$
14.1
     
13.4
%

Comparison of Three Months ended September 30, 2020 and 2019

BHVAC net sales increased $5.9 million, or 11 percent, from the second quarter of fiscal 2020 to the second quarter of fiscal 2021, primarily due to higher sales in both the U.K. and the U.S., which increased $5.5 million and $0.4 million, respectively.  The higher sales in the U.K. were primarily due to higher sales of data center products.  The higher sales in the U.S. were primarily due to higher sales of heating products, partially offset by lower sales of ventilation products.

BHVAC cost of sales increased $1.9 million, or 5 percent, from the second quarter of fiscal 2020 to the second quarter of fiscal 2021, primarily due to higher sales volume.  As a percentage of sales, cost of sales decreased 340 basis points to 64.9 percent and was positively impacted by favorable customer pricing and cost-reduction initiatives.

As a result of the higher sales and lower cost of sales as a percentage of sales, gross profit increased $4.0 million and gross margin improved 340 basis points to 35.1 percent.

SG&A expenses decreased $0.3 million, or 190 basis points as a percentage of sales, from the prior year. The decrease in SG&A expenses was primarily due to lower travel expenses.

Operating income of $13.1 million increased $4.3 million during the quarter, primarily due to higher gross profit and lower SG&A expenses.

Comparison of Six Months ended September 30, 2020 and 2019

BHVAC year-to-date net sales increased $4.5 million, or 4 percent, from the same period last year, primarily due to higher sales volume.  Compared with the first six months of the prior year, BHVAC sales increased $7.2 million in the U.K. and decreased $2.7 million in the U.S.  The higher sales in the U.K. were primarily due to higher sales of data center products, partially offset by lower sales of air conditioning products.  The lower sales in the U.S. resulted from the negative impacts of the COVID-19 pandemic and decreased sales of ventilation products.

27

BHVAC year-to-date cost of sales decreased $0.3 million from the same period last year.  As a percentage of sales, cost of sales decreased 320 basis points to 66.9 percent and was positively impacted by favorable customer pricing and cost-reduction initiatives.

As a result of higher sales and lower cost of sales as a percentage of sales, gross profit increased $4.8 million and gross margin improved 320 basis points to 33.1 percent.

BHVAC year-to-date SG&A expenses decreased $1.3 million, or 180 basis points as a percentage of sales, from the prior year.  The decrease in SG&A expenses was primary due to lower compensation-related expenses and lower travel expenses.

Operating income of $20.2 million increased $6.1 million, primarily due to higher gross profit and lower SG&A expenses.

Heavy Duty Equipment

 
Three months ended September 30,
   
Six months ended September 30,
 
   
2020
   
2019
   
2020
   
2019
 
(in millions)
 
$'s
   
% of sales
   
$'s
   
% of sales
   
$'s
   
% of sales
   
$'s
   
% of sales
 
Net sales
 
$
165.6
     
100.0
%
 
$
187.2
     
100.0
%
 
$
289.1
     
100.0
%
 
$
403.6
     
100.0
%
Cost of sales
   
142.0
     
85.8
%
   
164.8
     
88.0
%
   
254.2
     
87.9
%
   
348.7
     
86.4
%
Gross profit
   
23.6
     
14.2
%
   
22.4
     
12.0
%
   
34.9
     
12.1
%
   
54.9
     
13.6
%
Selling, general and administrative expenses
   
10.3
     
6.2
%
   
14.9
     
8.0
%
   
22.2
     
7.7
%
   
29.7
     
7.4
%
Restructuring expenses
   
-
     
-
     
0.4
     
0.2
%
   
1.9
     
0.6
%
   
0.8
     
0.2
%
Operating income
 
$
13.3
     
8.1
%
 
$
7.1
     
3.8
%
 
$
10.8
     
3.8
%
 
$
24.4
     
6.0
%

Comparison of Three Months ended September 30, 2020 and 2019

HDE net sales decreased $21.6 million, or 12 percent, from the second quarter of fiscal 2020 to the second quarter of fiscal 2021, primarily due to lower sales volume.  Sales to commercial vehicle customers decreased $14.6 million, primarily within the Americas.  In addition, sales were unfavorably impacted by $2.6 million from foreign currency exchange rate changes.

HDE cost of sales decreased $22.8 million, or 14 percent, from the second quarter of fiscal 2020 to the second quarter of fiscal 2021, primarily due to lower sales volume.  As a percentage of sales, cost of sales improved 220 basis points to 85.8 percent and was favorably impacted by improved operating efficiencies and cost savings from procurement and other cost-reduction initiatives, partially offset by the unfavorable impact of the lower sales volume.

As a result of the lower sales and lower cost of sales as a percentage of sales, gross profit increased $1.2 million and gross margin improved 220 basis points to 14.2 percent.

SG&A expenses decreased $4.6 million compared with the second quarter of the prior year.  The decrease in SG&A expenses was primarily due to lower compensation-related expenses, which decreased approximately $2.0 million, and cost-reduction initiatives.

Operating income of $13.3 million increased $6.2 million during the quarter, primarily due to higher gross profit and lower SG&A expenses.

Comparison of Six Months ended September 30, 2020 and 2019

HDE year-to-date net sales decreased $114.5 million, or 28 percent, from the same period last year, primarily due to lower sales volume resulting from the impacts of the COVID-19 pandemic.  Sales to commercial vehicle, automotive and light vehicle, and off-highway customers decreased $61.0 million, $16.2 million, and $15.4 million, respectively.  These sales declines, which were most significant in the Americas and Europe, largely results from weakness in the global vehicular markets.  In addition, the planned wind-downs of certain programs contributed, to a lesser extent, to the lower sales to commercial vehicle customers.

28

HDE year-to-date cost of sales decreased $94.5 million, or 27 percent, primarily due to lower sales volume.  As a percentage of sales, cost of sales increased 150 basis points to 87.9 percent.  The significant unfavorable impact of the lower sales volume was partially offset by improved operating efficiencies and cost savings from procurement and other cost-reduction initiatives.

As a result of the lower sales and higher cost of sales as a percentage of sales, gross profit decreased $20.0 million and gross margin declined 150 basis points to 12.1 percent.

HDE year-to-date SG&A expenses decreased $7.5 million from the prior year.  The decrease in SG&A expenses was primarily due to lower compensation-related expenses, which decreased approximately $5.0 million, and cost-reduction initiatives, including lower travel expenses.

Restructuring expense during the first six months of fiscal 2021 totaled $1.9 million and primarily consisted of severance expenses resulting from targeted headcount reductions in North America.

Operating income of $10.8 million decreased $13.6 million, primarily due to lower gross profit, partially offset by lower SG&A expenses.

Automotive

 
Three months ended September 30,
   
Six months ended September 30,
 
   
2020
   
2019
   
2020
   
2019
 
(in millions)
 
$'s
   
% of sales
   
$'s
   
% of sales
   
$'s
   
% of sales
   
$'s
   
% of sales
 
Net sales
 
$
109.9
     
100.0
%
 
$
115.7
     
100.0
%
 
$
172.0
     
100.0
%
 
$
229.3
     
100.0
%
Cost of sales
   
93.3
     
84.8
%
   
102.7
     
88.8
%
   
150.6
     
87.5
%
   
203.8
     
88.9
%
Gross profit
   
16.6
     
15.2
%
   
13.0
     
11.2
%
   
21.4
     
12.5
%
   
25.5
     
11.1
%
Selling, general and administrative expenses
   
8.6
     
7.9
%
   
11.1
     
9.6
%
   
17.0
     
9.9
%
   
22.4
     
9.8
%
Restructuring expenses
   
-
     
-
     
1.5
     
1.3
%
   
0.2
     
0.1
%
   
2.7
     
1.2
%
Operating income
 
$
8.0
     
7.3
%
 
$
0.4
     
0.3
%
 
$
4.2
     
2.4
%
 
$
0.4
     
0.2
%

Comparison of Three Months ended September 30, 2020 and 2019

Automotive net sales decreased $5.8 million, or 5 percent, from the second quarter of fiscal 2020 to the second quarter of fiscal 2021, primarily due to lower sales volume.  Compared with the prior year, sales decreased $7.2 million in Europe and increased $2.1 million in Asia.

Automotive cost of sales decreased $9.4 million, or 9 percent, from the second quarter of fiscal 2020 to the second quarter of fiscal 2021, primarily due to lower sales volume.  As a percentage of sales, cost of sales decreased 400 basis points to 84.8 percent and was favorably impacted by improved operating efficiencies and cost savings from procurement initiatives.

As a result of the lower sales and lower cost of sales as a percentage of sales, gross profit increased $3.6 million and gross margin improved 400 basis points to 15.2 percent.

SG&A expenses decreased $2.5 million compared with the second quarter of the prior year.  The decrease in SG&A expenses was primarily due to lower compensation-related expenses, which decreased approximately $3.0 million.

Operating income of $8.0 million increased $7.6 million during the quarter, primarily due to higher gross profit and lower SG&A expenses and restructuring expenses.

29

Comparison of Six Months ended September 30, 2020 and 2019

Automotive year-to-date net sales decreased $57.3 million, or 25 percent, from the same period last year, primarily due to lower sales volume largely resulting from the impacts of the COVID-19 pandemic.  Sales in Europe and North America decreased $50.6 million and $10.6 million, respectively.  Sales in Asia increased $3.9 million.

Automotive year-to-date cost of sales decreased $53.2 million, or 26 percent, from the prior year, primarily due to lower sales volume.  As a percentage of sales, cost of sales decreased 140 basis points to 87.5 percent and was favorably impacted by improved operating efficiencies and cost savings from procurement initiatives, partially offset by the unfavorable impact of the lower sales volume.

As a result of the lower sales and lower cost of sales as a percentage of sales, gross profit decreased $4.1 million yet gross margin improved 140 basis points to 12.5 percent.

Automotive year-to-date SG&A expenses decreased $5.4 million compared with the prior year.  The decrease in SG&A expenses was primarily due to lower compensation-related expenses, which decreased approximately $6.0 million.

Restructuring expenses during the first six months of fiscal 2021 totaled $0.2 million, a decrease of $2.5 million compared with the same period in the prior year, and primarily consisted of severance expenses resulting from targeted headcount reductions.

Operating income of $4.2 million increased $3.8 million, primarily due to lower SG&A and restructuring expenses, partially offset by lower gross profit.

Liquidity and Capital Resources

Our primary sources of liquidity are cash flow from operating activities, our cash and cash equivalents as of September 30, 2020 of $62.5 million, and an available borrowing capacity of $191.4 million under our revolving credit facility.  Given our extensive international operations, approximately $42.0 million of our cash and cash equivalents are held by our non-U.S. subsidiaries.  Amounts held by non-U.S. subsidiaries are available for general corporate use; however, these funds may be subject to foreign withholding taxes if repatriated.

In response to the COVID-19 pandemic, we have taken actions to reduce operating and administrative expenses, conserve cash and maximize liquidity.  In addition, as described below, we have focused on reducing our capital expenditures and executed amendments to our primary credit agreements to help ensure liquidity through financial covenant flexibility during fiscal 2021 and 2022.  We believe our sources of liquidity, including cash flow from operations, our cash and cash equivalents, and access to both committed and uncommitted credit facilities, will provide sufficient cash flow to meet our obligations during the next twelve months and beyond.  However, we are continuing to monitor the impacts of COVID-19 on our business and the credit and financial markets.

Net Cash Provided by Operating Activities
Net cash provided by operating activities for the six months ended September 30, 2020 was $87.3 million, which represents a $69.8 million increase compared with the same period in the prior year.  This increase in operating cash flow was primarily due to favorable net changes in working capital and lower payments for separation and project costs associated with our review of strategic alternatives for the automotive business.  The favorable changes in working capital during the first six months of fiscal 2021, compared with the same period in the prior year, included lower inventory levels and lower payments for incentive compensation, employee benefits, income taxes and payroll taxes.  In addition, we have deferred payments of U.S. payroll taxes, as permitted by the Coronavirus Aid, Relief and Economic Security Act.  We plan to resume payment of these payroll taxes during the fourth quarter of fiscal 2021.

30

Capital Expenditures
In response to the economic impacts of the COVID-19 pandemic, we are taking steps to preserve our financial liquidity.  As part of this initiative, we are focused on reducing our capital expenditures and, where possible, have delayed certain projects and the purchase of certain program-related equipment and tooling in our vehicular businesses.  Capital expenditures of $14.6 million during the six months of fiscal 2021 decreased $26.8 million compared with the same period in the prior year.

Debt
Our credit agreements require us to maintain compliance with various covenants, including a leverage ratio covenant and an interest expense coverage ratio covenant discussed further below.  Also, as specified in the credit agreement, the term loans may require prepayments in the event of certain asset sales.  In addition, at the time of each incremental borrowing under the revolving credit facility, we must represent to the lenders that there has been no material adverse effect, as defined in the credit agreement, on our business, property, or results of operations.

In May 2020, we executed amendments to our primary credit agreements in the U.S. to provide additional covenant flexibility in light of the risks and uncertainties associated with the COVID-19 pandemic.  Under the amended agreements, the leverage ratio covenant limit has been temporarily raised.  We believe this additional flexibility will enable us to be compliant with our debt covenants, even if the adverse effects of the COVID-19 pandemic on our business are more severe than we currently anticipate.  However, failure to comply with the debt covenants could result in an event of default, which, if not cured or waived, could result in us being required to repay borrowings before their due date.

The leverage ratio covenant within our primary credit agreements requires us to limit our consolidated indebtedness, less a portion of our cash balance, both as defined by the credit agreements, in relation to our consolidated net earnings before interest, taxes, depreciation, amortization, and certain other adjustments (“Adjusted EBITDA”).  For the remainder of fiscal 2021, the leverage ratio covenant limit is  5.25 to 1 and 5.75 to 1 for the third and fourth quarters, respectively.  In fiscal 2022, the leverage ratio covenant limit is 4.75 to 1, 3.75 to 1, and 3.50 to 1 for the first, second and third quarters, respectively, and subsequently returns to 3.25 to 1 for the fourth quarter of fiscal 2022.  We are also subject to an interest expense coverage ratio covenant, which requires us to maintain Adjusted EBITDA of at least three times consolidated interest expense.

As of September 30, 2020, we were in compliance with our debt covenants; our leverage ratio and interest coverage ratio were 2.2 and 8.0, respectively.  We expect to remain in compliance with our debt covenants during fiscal 2021 and beyond.

Recent Announcement - Share Repurchase Program
On November 5, 2020, we announced our Board of Directors approved a two-year, $50.0 million share repurchase program, which allows us to repurchase shares of our common stock through solicited and unsolicited transactions in the open market or in privately-negotiated or other transactions, at such times and prices and upon such other terms as we deem appropriate.  Our decision whether and to what extent to repurchase shares under this program will depend on a number of factors, including business conditions, other cash priorities, and stock price.

Forward-Looking Statements

This report, including, but not limited to, the discussion under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements, including information about future financial performance, accompanied by phrases such as “believes,” “estimates,” “expects,” “plans,” “anticipates,” “intends,” and other similar “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995. Modine’s actual results, performance or achievements may differ materially from those expressed or implied in these statements, because of certain risks and uncertainties, including, but not limited to, those described under “Risk Factors” in Item 1A. in Part I. of the Company’s Annual Report on Form 10-K for the year ended March 31, 2020. Other risks and uncertainties include, but are not limited to, the following:

31

Market Risks:

•
The impact of the COVID-19 pandemic on the national and global economy, our business, suppliers, customers, and employees;

•
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, in particular, foreign currency exchange rate fluctuations; tariffs (and any potential trade war resulting from tariffs or retaliatory actions); inflation; changes in interest rates; recession and recovery therefrom; restrictions and uncertainty associated with cross-border trade, public health crises, such as pandemics and epidemics, including the ongoing COVID-19 pandemic; 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, as well as continuing uncertainty regarding the short- and long-term implications of “Brexit”;

•
The impact of potential price increases associated with raw materials, including aluminum, copper, steel and stainless steel (nickel), and other purchased components 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, whether through our quotation process or through contract provisions for prospective price adjustments, as well as the inherent lag in timing of such contract provisions; 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.

Operational Risks:

•
The overall health and continually increasing price-down focus of our vehicular customers in light of economic and market-specific factors, the concentration of sales within our CIS segment attributable to one customer, and the potential impact on us from any deterioration in the stability or performance of any of our major customers;

•
The impact of any problems with suppliers meeting our time, quantity, quality and price demands, and the overall health of our suppliers, including their ability and willingness to supply our volume demands if their production capacity becomes constrained;

•
Our ability to maintain current customer programs and compete effectively for new business, including our ability to offset or otherwise address increasing pricing pressures from competitors and price reduction and overall service pressures from customers, particularly in the face of macro-economic instability;

32

•
The impact of product or manufacturing difficulties or operating inefficiencies, including any program launch and product transfer challenges and warranty claims and delays or inefficiencies resulting from restrictions imposed in response to the COVID-19 pandemic;

•
The impact of any 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 reduce our cost structure in response to sales volume declines 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; particularly 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 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 any 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.

Strategic Risks:

•
Our ability to successfully complete the pending sale of our liquid-cooled automotive business, including the receipt of governmental and third-party approvals and satisfaction of other closing conditions, and our ability to successfully exit our other automotive businesses in a manner that is in the best interest of our shareholders;

•
Our ability to successfully realize anticipated benefits from our increased “industrial” market presence, with our CIS and BHVAC businesses, while maintaining appropriate focus on the market opportunities presented by our HDE and Automotive businesses;

•
Our ability to identify and execute growth and diversification opportunities in order to position us for long-term success; and

•
The potential impacts from any actions by activist shareholders, including disruption of our business and related costs.

33

Financial Risks:

•
Our ability to fund our global liquidity requirements efficiently for Modine’s current operations and meet our long-term commitments, particularly in light of the volatility and negative pressure in the financial markets as a result of the COVID-19 pandemic and in the event of disruption in or tightening of the credit markets or extended recessionary conditions in the global economy;

•
The impact of potential increases in interest rates, particularly in LIBOR and the Euro Interbank Offered Rate (“EURIBOR”) in relation to our variable-rate debt obligations, and of the continued uncertainty around the utilization of LIBOR or alternative reference rates;

•
Our ability to comply with the financial covenants, as amended, 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.

Forward-looking statements are as of the date of this report; we do not assume any obligation to update any forward-looking statements.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk.

The Company’s quantitative and qualitative disclosures about market risk are incorporated by reference from Part II, Item 7A. of the Company’s Annual Report on Form 10-K for the year ended March 31, 2020. The Company’s market risks have not materially changed since the fiscal 2020 Form 10-K was filed.

Item 4.
Controls and Procedures.

Evaluation Regarding Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q, management of the Company, under the supervision, and with the participation, of the Company’s Interim President and CEO and Vice President, Finance and Chief Financial Officer (“CFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures, at a reasonable assurance level, as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e).  Based upon that evaluation, the Interim President and CEO and Vice President, Finance and CFO has concluded that the design and operation of the Company’s disclosure controls and procedures were effective, at a reasonable assurance level, as of September 30, 2020.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting during the second quarter of fiscal 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

34

PART II. OTHER INFORMATION

Item 6.
Exhibits.

(a)  Exhibits:

Exhibit No.
Description
Incorporated Herein By
Reference To
Filed
Herewith
 
 
 
 
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
 
 
 
 
 
Form of Fiscal 2021 Modine Performance Cash Award Agreement
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated September 30, 2020 (“September 30, 2020 8-K”)
 
 
 
 
 
Form of Fiscal 2021 Modine Incentive Stock Option Award Agreement
Exhibit 10.2 to September 30, 2020 8-K
 
 
 
 
 
Form of Fiscal 2021 Modine Non-Qualified Stock Option Award Agreement
Exhibit 10.3 to September 30, 2020 8-K
 
 
 
 
 
Form of Fiscal 2021 Modine Restricted Stock Unit Award Agreement
Exhibit 10.4 to September 30, 2020 8-K
 
 
 
 
 
Transition and Separation Agreement between Thomas A. Burke and Modine Manufacturing Company effective as of August 4, 2020
 
X
 
 
 
 
Rule 13a-14(a)/15d-14(a) Certification of Michael B. Lucareli,  Interim President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer.
 
X
 
 
 
 
Section 1350 Certification of Michael B. Lucareli,  Interim President and Chief Executive Officer and Vice President, Finance and 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

35

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MODINE MANUFACTURING COMPANY
(Registrant)

By: /s/ Michael B. Lucareli
Michael B. Lucareli, Interim President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer*

Date: November 6, 2020

* Executing as both the principal financial officer and a duly authorized officer of the Company

36

Exhibit 10.6

TRANSITION AND SEPARATION AGREEMENT
 
This Transition and Separation Agreement (the “Agreement”) is entered into by and between Thomas A. Burke (“Executive”) and Modine Manufacturing Company (the “Company”), effective as of August 4, 2020 (the “Effective Date”).
 
1.            Transition; Separation of Employment.
 
(a)        Purpose.  In connection with the determination of the Board of Directors of the Company (the “Board”) that Executive’s employment as the Company’s President and Chief Executive Officer of the Company shall be terminated without “Good Cause” within the meaning of that certain employment agreement between the Company and Executive, dated June 15, 2007 and amended July 1, 2008 (the “Employment Agreement”), the Company and Executive have entered into the Agreement (i) to specify the terms and conditions of Executive’s transition from the Company, (ii) to specify the payment of severance amounts and benefits due to Executive in connection with his termination of employment pursuant to the Employment Agreement.

(b)         Continued Employment.  Executive shall remain employed on a full-time basis by the Company as an employee at-will on the terms contained herein from the Effective Date through August 28, 2020 (such period, the “Transition Period” and such last day, the “Separation Date”).  Effective as of the Effective Date, Executive shall cease serving as the Company’s President and Chief Executive Officer and shall be deemed to have resigned from all offices and directorships held with the Company and its affiliates.  During the Transition Period, Executive will serve as a Senior Advisor to the Company, and in such capacity will advise the Company’s Interim Chief Executive Officer and will be available to respond to reasonable requests for information.  Executive agrees that, prior to the Separation Date, Executive will continue to perform his duties, responsibilities and functions for the Company as would reasonably be expected to be usual and customary for Executive’s position, and shall not engage in any other employment, occupation, consulting or other business activity, other than Executive’s current outside activities, including civic, charitable, and industry activities.  Effective as of the Separation Date, Executive’s employment with the Company and all of its affiliates shall terminate.

(c)       Employment Agreement; Acknowledgements.  Effective as of the Effective Date, the Employment Agreement is, except to the extent provisions of the Employment Agreement are specifically referenced herein, terminated and of no further force or effect.  Executive and the Company agree that Executive’s change in position (including his ceasing to serve as President and Chief Executive Officer of the Company and/or as a member of the Company’s Board of Directors) and the appointment of a new or interim Chief Executive Officer of the Company shall not constitute a termination of his employment or an event giving rise to Good Reason for purposes of the Employment Agreement or any other agreement between Executive and the Company.

(d)          Return of Company Property.  Executive represents and warrants that he shall, on or prior to the Separation Date, return to the Company any and all material property and equipment of the Company, including (i) keys, files, lists, books and records (and copies thereof) of, or in connection with, the Company’s business, equipment (including, but not limited to, computer hardware, software and printers), access or credit cards, Company identification, and other property belonging to the Company in Executive’s possession or control, and (ii) documents and copies, including hard and electronic copies, of documents in Executive’s possession relating to the Company’s confidential information, including without limitation, internal and external business forms, manuals, correspondence, notes and computer programs, and that Executive has not made or retained, and shall not make or retain, any copy or extract of any of the foregoing; provided, however, that Executive may retain Executive’s address book and copies of Executive’s own personnel, payroll and benefit documents (provided that such documents do not contain any confidential information and that the Company has the opportunity to review, redact and/or retain any such documents containing confidential information). Any property and equipment containing the Company’s confidential information shall be deemed material for purposes of this Section 1(d).

2.           Compensation; Accrued Obligations.
 
(a)          Salary; Annual Bonus.  During the Transition Period, the Company shall pay Executive a base salary in the amount of  $780,000 per annum, prorated for the duration of the Transition Period (the “Salary”), payable in accordance with the Company’s normal payroll practices (but no less often than monthly).  In addition, the Company shall pay Executive a fiscal 2020 annual bonus equal to $214,500, which bonus shall be paid on the date on which fiscal 2020 annual bonuses are paid to similarly-situated executives, but in no event later than October 31, 2020.  Executive acknowledges and he and the Company agree that Executive shall not be eligible to receive a bonus with respect to any portion of the Company’s 2021 fiscal year.
 
(b)         Benefits.  During the Transition Period, Executive shall continue to participate in the benefit plans, programs and arrangements of the Company maintained by the Company for the benefit of its similarly situated employees from time to time, consistent with the terms thereof and as such plans, programs and arrangements may be amended from time to time.  During the Transition Period, Executive shall continue to accrue vacation time up to four weeks’ vacation for the 2020 calendar year (the “Accrual Limit”) and shall cease accruing vacation time if Executive’s accrued vacation reaches the Accrual Limit until such time as Executive’s accrued vacation time drops below the Accrual Limit.  Any vacation shall be taken in accordance with the policies of the Company.
 
(c)          Accrued Obligations; Equity Awards; Vested Benefits.
 
(i)          Upon the Separation Date, the Company will pay to Executive (i) all accrued salary and all accrued, unused vacation / paid time off through the Separation Date, and (ii) any unreimbursed business expenses incurred by Executive, in accordance with Company policy, prior to the Separation Date (collectively, the “Accrued Obligations”).
 
(ii)         Each Company equity award granted to Executive that is outstanding and, if applicable, unexercised as of the Separation Date will continue to be governed by the applicable equity award agreement.  The schedule attached hereto as Exhibit A sets forth each Company equity award and the treatment thereof as of the Separation Date.
 
(iii)       Executive shall be entitled to retain or receive any vested amounts due to Executive under any employee benefit plan, program or policy of the Company, including the Company’s Deferred Compensation Plan and the Company’s 401(k) Retirement Plan, in any case pursuant to and in accordance with the terms and conditions of the applicable plan, program or policy.  In addition, the Company shall make a matching contribution, with respect to calendar year 2020, to Executive’s account under the Deferred Compensation Plan, based on earnings through July 15, 2020 and in accordance with the terms and conditions of such plan.
 
3.           Separation Benefits.  In connection with Executive’s separation, the Company will pay or provide Executive the following (none of which shall be subject to mitigation or offset):
 
(a)          A severance payment in an aggregate amount equal to $5,067,624 (the “Salary Severance”), which equals the total amount of Average Annual Earnings of Executive during the remainder of the Period of Employment (as set forth in, and within in the meaning of, Section 8.2 of the Employment Agreement).  Subject to Section 10(b), the Company shall pay the Salary Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the period commencing on the Separation Date and ending on the 36-month anniversary thereof; and
 
(b)         A lump-sum payment equal to $46,983 (the “COBRA Payment”), along with an additional payment in an amount equal to the income and employee-side employment taxes imposed on the COBRA Payment (but not, for purposes of clarity, any pyramiding taxes thereon), payable within fifteen days after the Separation Date.
 
(c)        An amount equal to $37,800, payable in substantially equal installments in accordance with the Company’s normal payroll practices during the period commencing on the Separation Date and ending on the 36-month anniversary thereof.
 
(d)         An aggregate amount equal to $93,825, which shall be paid:  (i) $10,425 on December 31, 2020; (ii) $31,275 on each of December 31, 2021 and December 30, 2022; and (iii) $20,850 in August 2023.
 
The amounts set forth in this Section 3 are and will be paid in consideration of, subject to and conditioned upon (i) Executive’s execution within 21 days following the Separation Date, and non-revocation during the seven days thereafter, of a general release of claims in the form attached hereto as Exhibit B (the “Release”) and (ii) Executive’s continued compliance with the terms and conditions of Section 6.  Payment of such amounts shall cease if Executive fails to execute or properly revokes such Release as provided in Exhibit B or, subject to the first sentence of Section 11, the Company determines reasonably and in good faith that Executive breached the terms and conditions of Section 6.
 
4.           Withholdings and Other Deductions.  All compensation payable to Executive hereunder shall be subject to such withholdings and deductions as the Company is from time to time required to make pursuant to law, governmental regulation or order.  Each payment made pursuant to Section 3 shall be taxable as ordinary income to Executive.
 
5.          Warranty.  Executive acknowledges that he has no right, title, or interest in or entitlement to any other payments or benefits other than as set forth or referenced in this Agreement.  Executive further represents that he has not sustained a work-related injury or illness which he has not previously reported to the Company.
 
6.          Restrictive Covenants.  Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that (i) Executive previously made certain representations, including with respect to confidential information and non-competition obligations, as set forth in (x) Section 12 of the Employment Agreement, and to the extent applicable, (y) that certain Unilateral Non-Disclosure Agreement effective May 5, 2002 and that certain Employee’s Agreement for Protection of Trade Secrets and Sales Data and for Assignment of Inventions (such agreements under this clause (y) being, the “Other Agreements”), and (ii) such provisions shall remain in full force and effect in accordance with their terms and Executive shall be bound by their terms; provided, however, that, subject to and conditioned upon Executive’s execution of the Release within 21 days following the Separation Date and non-revocation during the seven days thereafter, the non-competition provisions set forth in Section 12 of the Employment Agreement shall apply for the one-year period (rather than the three-year period) following the Separation Date (the “Release Consideration”).
 
7.           Directors and Officers Insurance.  The Company acknowledges and agrees that the directors and officers liability insurance policy that generally applies to the Company’s officers and directors will be maintained for Executive during such period as is consistent with the Company’s internal practices for maintaining such coverage for former officers, but in any event, for the six-year period beginning on the Separation Date. In addition, the Company acknowledges and agrees that any applicable  indemnification agreement between Executive and the Company shall remain in force and effect pursuant to its terms.
 
8.           Exceptions.  Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall prohibit either party to this Agreement (or either party’s attorney(s)) from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with the U.S. Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other securities regulatory agency, self-regulatory authority or federal, state or local regulatory authority (collectively, “Government Agencies”), or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to any Government Agencies for the purpose of reporting or investigating a suspected violation of law, or from providing such information to such party’s attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, and/or (iii) receiving an award for information provided to any Government Agency.  Pursuant to 18 USC Section 1833(b), Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  Further, nothing in this Agreement is intended to or shall preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law.  If Executive is required to provide testimony, then unless otherwise directed or requested by a Government Agency or law enforcement, Executive shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
 
9.          Ongoing Cooperation.  Subject to Section 8, Executive agrees that Executive will assist and cooperate with the Company and its affiliates (i) concerning reasonable requests for information about the business of the Company or its affiliates or Executive’s involvement and participation therein, (ii) in connection with the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its subsidiaries or affiliates, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, actions, investigations or proceedings relate to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive, and (iii) and in connection with any investigation or review by any federal, state or local regulatory, quasi- or self-regulatory or self-governing authority or organization (including, without limitation, the SEC and FINRA) as any such investigation or review relates to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive.  Executive’s full cooperation shall include, but not be limited to, being available to meet and speak with officers or employees of the Company, its affiliates and/or their counsel at reasonable times and locations, executing accurate and truthful documents, appearing at the Company’s request as a witness at depositions, trials or other proceedings without the necessity of a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing.  In requesting such services, the Company will consider other commitments that Executive may have at the time of the request.  The Company will reimburse Executive’s reasonable out-of-pocket expenses incurred in assisting and cooperating with the Company and its affiliates under this Section 9.
 
10.          Other Tax Matters.
 
(a)          To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”).  Notwithstanding any provision of this Agreement to the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A, provided, however, that this Section 10 does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions.  In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law.
 
(b)        Consistent with the Employment Agreement, each payment or installment of payments hereunder shall be treated as a separate payment for purposes of Section 409A.  Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to Executive during the six-month period following Executive’s “separation from service” with the Company (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code.  If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period (without interest).
 
(c)        To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, any such reimbursements or in-kind benefits shall be paid or reimbursed reasonably promptly, but in no event later than December 31st of the year following the year in which the expense was incurred.  The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Executive’s right to such payments or reimbursements of any such expenses shall not be subject to liquidation or exchange for any other benefit.
 
(d)          Notwithstanding any provision herein to the contrary, the provisions of Section 10 of the Employment Agreement are incorporated herein by reference.
 
11.          Breach.  In the event the Company reasonably and in good faith determines that Executive breached Section 6, any outstanding obligations of the Company hereunder shall immediately terminate, and the Company’s covenants hereunder shall be deemed null and void in their entirety; provided, however that Executive shall not be deemed to have breached Section 6 unless and until written notice has been provided to Executive, together with, a reasonable opportunity to cure any such breach within 15 days following the date such notice is provided to Executive.  If, following such cure period, the parties dispute whether any such breach has occurred or otherwise remains uncured, such dispute shall be resolved pursuant to a confidential arbitration proceeding conducted expeditiously in accordance with the rules for employment disputes in the Employment Arbitration Rules of the American Arbitration Association (the “AAA”) before one arbitrator of exemplary qualifications and stature, who shall be selected by the AAA, it being understood that, in the event Executive prevails in such arbitration proceeding, the Company’s obligations and covenants hereunder shall be reinstated and any amounts hereunder that were unpaid during the pendency of such proceeding or otherwise shall be paid to Executive in a lump sum within five business days following the conclusion of such proceeding.
 
12.          Governing Law.  This Agreement shall be construed under the laws of the State of Wisconsin, both procedural and substantive.
 
13.        Waiver.  The failure to enforce any provision of this Agreement shall not be construed to be a waiver of such provision or to affect the validity of this Agreement or the right of any party to enforce this Agreement.
 
14.         Headings.  The headings in this Agreement are provided solely for convenience, and are not intended to be part of, nor to affect or alter the interpretation or meaning of, this Agreement.
 
15.         Severability.  If any sentence, phrase, section, subsection or portion of this Agreement is found to be illegal or unenforceable, such action shall not affect the validity or enforceability of the remaining sentences, phrases, sections, subsections or portions of this Agreement, which shall remain fully valid and enforceable.
 
16.        Assignment.  This Agreement is personal to Executive and shall not be assignable by Executive; provided, however, that this provision shall not preclude Executive from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person(s) entitled thereto under Executive’s will or, in the case of intestacy, to the person(s) entitled thereto under the laws of intestacy applicable to Executive’s estate.  The rights of the Company under this Agreement may be assigned by the Company, in its sole discretion, including to any of its affiliates or any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company.  This Agreement shall inure to the benefit of, and be binding on, the Company and its successors and assigns (and such successors shall thereafter be deemed embraced with the term “the Company” for purposes of this Agreement).
 
17.         Ambiguities.  Both parties have participated in the negotiation of this Agreement and, thus, it is understood and agreed that the general rule that ambiguities are to be construed against the drafter shall not apply to this Agreement.  In the event that any language of this Agreement is found to be ambiguous, each party shall have an opportunity to present evidence as to the actual intent of the parties with respect to any such ambiguous language.
 
18.         Entire Agreement / Amendments.  This Agreement (including the exhibits here), along with the Other Agreements and the award agreements evidencing the Awards, constitute the entire agreement between Executive and the Company concerning the subject matter hereof.  All prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement, including, but limited to, the Employment Agreement (except such provisions or Other Agreements as are specifically referenced herein).  No amendments to this Agreement will be valid unless written and signed by Executive and an authorized representative of the Company.
 
19.          Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.
 
20.           Consultation with Counsel.  Executive acknowledges (i) that Executive has thoroughly read and considered all aspects of this Agreement, that Executive understands all its provisions and that Executive is voluntarily entering into this Agreement, (ii) that he has been represented by, or had the opportunity to be represented by independent counsel of his own choice in connection with the negotiation and execution of this Agreement and has been advised to do so by the Company, and (iii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.  Without limiting the generality of the foregoing, Executive acknowledges that he has had the opportunity to consult with his own independent tax advisors with respect to the tax consequences to his of this Agreement, and that he is relying solely on the advice of his independent advisors for such purposes.  Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.
 
21.         Notices.  All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by email or facsimile and also mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases addressed to:
 
If to Executive:
At Executive’s last known address evidenced on the Company’s payroll records or email address evidenced on the Company’s records.

If to the Company:
Modine Manufacturing Company
1500 DeKoven Avenue, Racine, Wisconsin, 53404
Attention:  Sylvia Stein, Vice President, General Counsel and Corporate Secretary
Sylvia.A.Stein@modine.com

All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address.  In case of service by telecopy, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter.  Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.

If the above accurately reflects Executive’s understanding, please date and sign the enclosed copy of this Agreement in the places indicated below and return that copy to Sylvia Stein, Vice President, General Counsel and Corporate Secretary, 1500 DeKoven Avenue, Racine, Wisconsin, 53404.

Dated: August 4, 2020
/s/ Thomas A. Burke
 
Thomas A. Burke
   
Dated: August 3, 2020
/s/Marsha C. Williams
 
Modine Manufacturing Company
 
Name:  Marsha C. Williams
 
Title:  Lead Director, Board of Directors

EXHIBIT A
COMPANY EQUITY AWARDS

Type of Equity
Award
Grant Date
 
Exercise Price
   
Vest (and Exercisable) Shares*
 
Expiration Date
Stock Option
July 21, 2011
 
$
14.93
     
27,622
 
July 21, 2021
Stock Option
June 5, 2012
 
$
5.75
     
69,565
 
August 28, 2021
Stock Option
June 3, 2013
 
$
10.40
     
47,690
 
August 28, 2021
Stock Option
June 2, 2014
 
$
14.94
     
37,832
 
August 28, 2021
Stock Option
June 2, 2015
 
$
11.39
     
55,538
 
August 28, 2021
Stock Option
May 31, 2016
 
$
10.00
     
96,848
 
August 28, 2021
Stock Option
June 1, 2017
 
$
15.90
     
47,937
 
August 28, 2021
Stock Option
May 30, 2018
 
$
17.90
     
34,042
 
August 28, 2021
Stock Option
May 29, 2019
 
$
13.26
     
25,385
 
August 28, 2021
Restricted Stock Unit Award
June 1, 2017
 
Forfeit unvested RSUs as of the Separation Date**
Restricted Stock Unit Award
May 30, 2018
 
Forfeit unvested RSUs as of the Separation Date**
Restricted Stock Unit Award
May 29, 2019
 
Forfeit unvested RSUs as of the Separation Date**
Performance Stock Award
May 30, 2018
 
Forfeit entire award as of the Separation Date
Performance Stock Award
May 29, 2019
 
Forfeit entire award as of the Separation Date

* Represents shares vested as of the Separation Date.  Unvested shares as of the Separation Date will be forfeited.
 
** To the extent vested as of the Separation Date, restricted stock unit awards have been settled.
 
EXHIBIT B
GENERAL RELEASE OF CLAIMS

1.          General Release.  In exchange for the “Release Consideration” as described in that certain Transition and Separation Agreement by and between Modine Manufacturing Company (the “Company”) and Thomas A. Burke (the “Executive”) effective August 4, 2020 (the “Agreement”), to which this General Release (this “Release”) is attached, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Executive agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which he may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Executive now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Executive’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Wisconsin Fair Employment Act; the Wisconsin Wage Claim and Payment Law; the Wisconsin Business Closing and Mass Layoff Law; the Wisconsin Cessation of Benefits Law; the Wisconsin Family and Medical Leave Law; the Wisconsin Personnel Records Statute; the Wisconsin Employment Peace Act; and any federal, state or local laws of similar effect.

2.          Claims Not Released.  This Release shall not apply to: the Company’s obligations under the Agreement; Executive’s right to indemnification under any applicable indemnification agreement with the Company, the Company’s governing documents or applicable law; Executive’s right to assert claims for workers’ compensation or unemployment benefits; Executive’s right to bring to the attention of the Equal Employment Opportunity Commission (“EEOC”) claims of discrimination (provided, however, that Executive releases his right to secure any damages for alleged discriminatory treatment); any right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator; any right to file an unfair labor practice charge under the National Labor Relations Act; Executive’s vested rights under any retirement or welfare benefit plan of the Company; Executive’s rights in his capacity as an equity holder of the Company; or any other rights that may not be waived by an employee under applicable law.

3.          Older Worker’s Benefit Protection Act.  In accordance with the Older Worker’s Benefit Protection Act, Executive is hereby advised as follows:
 
(i)          Executive has read this Release and understands its terms and effect, including the fact that Executive is agreeing to release and forever discharge the Company and each of the Releasees from any Claims released in this Release.

(ii)         Executive understands that, by entering into this Release, Executive does not waive any Claims that may arise after the date of Executive’s execution of this Release, including without limitation any rights or claims that Executive may have to secure enforcement of the terms and conditions of this Release.

(iii)     Executive has signed this Release voluntarily and knowingly in exchange for the consideration described in this Release, which Executive acknowledges is adequate and satisfactory to Executive and in addition to any other benefits to which Executive is otherwise entitled.

(iv)         The Company advises Executive to consult with an attorney prior to executing this Release.

(v)         Executive shall have until such time that is 21 days after the Separation Date (as defined in the Agreement) to review and decide whether or not to sign this Release.  If Executive signs this Release prior to the expiration of such period, Executive acknowledges that Executive has done so voluntarily, had sufficient time to consider the Release, to consult with counsel and that Executive does not desire additional time and hereby waives the remainder of the 21-day period.  In the event of any changes to this Release, whether or not material, Executive waives the restarting of the 21-day period.

(vi)      Executive has seven days after signing this Release to revoke this Release and this Release will become effective upon the expiration of that revocation period.  If Executive revokes this Release during such seven-day period, this Release will be null and void and of no force or effect on either the Company or Executive and Executive will not be entitled to the Release Consideration or any of the payments or benefits described in Section 3 of the Agreement.

If Executive wishes to revoke this Agreement, Executive shall deliver written notice stating his intent to revoke this Agreement to Sylvia Stein, Vice President, General Counsel and Corporate Secretary, 1500 DeKoven Avenue, Racine, Wisconsin, 53404, on or before 5:00 p.m. Central Time on the seventh day after the date on which Executive signs this Release.

5.          Representations.  Executive represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against Releasees, or any of them, and Executive agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer.  It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against Executive under this indemnity.

6.           No Actions.  Executive represents and warrants to the Company that Executive has no pending actions, Claims or charges of any kind.  Executive agrees that if Executive hereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against the Releasees any of the Claims released hereunder, then Executive will pay to the Releasees against whom such Claim(s) is asserted, in addition to any other damages caused thereby, all attorneys’ fees incurred by such Releasees in defending or otherwise responding to said suit or Claim; provided, however, that Executive shall not be obligated to pay the Releasees’ attorneys’ fees to the extent such fees are attributable to: (i) claims under the ADEA or a challenge to the validity of the release of claims under the ADEA; or (ii) Executive’s right to file a charge with the EEOC; however, Executive hereby waives any right to any damages or individual relief resulting from any such charge.

7.           No Admission.  Executive understands and agrees that neither the payment of money nor the execution of the Agreement shall constitute or be construed as an admission of any liability whatsoever by the Releasees.

8.          Governing Law.  This General Release is deemed made and entered into the State of Wisconsin, and in all respects shall be interpreted, enforced and governed under the internal laws of the State of Wisconsin, to the extent not preempted by federal law.

IN WITNESS WHEREOF, the undersigned has executed this General Release this 29th day of August, 2020.

 
/s/ Thomas A. Burke
 
Thomas A. Burke


Exhibit 31.1

Certification

I, Michael B. Lucareli, certify that:


1.
I have reviewed this quarterly report on Form 10-Q of Modine Manufacturing Company for the quarter ended September 30, 2020;


2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;


b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2020

   
/s/ Michael B. Lucareli
 
Michael B. Lucareli
 
Interim President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer


Exhibit 32.1

Certification
Pursuant to 18 United States Code § 1350

In connection with the quarterly report of Modine Manufacturing Company (the “Company”) on Form 10-Q for the fiscal quarter ended September 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael B. Lucareli, Interim President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. § 1350, that, to the best of my knowledge:


1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:
November 6, 2020

/s/ Michael B. Lucareli
 
Michael B. Lucareli
 
Interim President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.