Exhibit 99.1
NEWS RELEASE
For Immediate Release
Investor Contact: Wendy Wilson 262-636-8434 w.wilson@na.modine.com
Media Contact: Lori Stafford 262-636-1001 l.stafford@na.modine.com
Modine Reports Record Fiscal 2007 First Quarter Sales of $430.4 Million and Net Earnings from Continuing Operations of $0.51 per Share
Racine, WI, July 19, 2006 - Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported net earnings of $0.51 per fully diluted share from continuing operations, for its fiscal 2007 first quarter ended June 26, 2006, compared with $0.60 per fully diluted share, in the first quarter of fiscal 2006. The company continues to benefit from strong volumes that have continued to improve sequentially over the past three years, especially in the truck and heavy-duty markets, partially offset by incrementally high commodity prices and continuing customer pricing pressures.
“We experienced a tough year over year comparison this quarter. Last year’s first quarter results were the strongest in the history of the company,” said David Rayburn, Modine President and Chief Executive Officer. “Despite continued high commodities pricing and some challenging market pricing conditions, we continue to report strong organic volumes, as we have over the past three years. We’re also now hedging approximately 30 percent of our aluminum needs. I’m convinced we’ve got the right strategy in place to recover from our margin challenges and grow this company for the long term. This is a transition year as we work to lower our selling, general and administrative costs, pass on commodity costs where we can, develop better sourcing from low cost countries, and work to reposition our global manufacturing footprint. Actions related to the repositioning of our manufacturing footprint will be announced as we finalize our plans.”
First Quarter Highlights
| · | Earnings before interest, taxes, depreciation and amortization (EBITDA)* were $39.1 million in the fiscal first quarter, down 19 percent, from $48.3 million in the first quarter of fiscal 2006. |
| · | The costs associated with the company’s ongoing global repositioning efforts resulted in an approximate $2.1 million pre-tax charge in the quarter. |
| · | Modine reiterated its $300 million net new business trend, supported by several new business wins announced in the quarter. |
| o | A $45 million, 3 year, contract to supply exhaust gas recirculation (EGR) coolers to Volvo. |
| o | A $15 million, 3 year, program to supply EGR coolers to the MAN group. |
| o | A $35 million per year, 3 year, program to supply engine components to International Truck and Engine Corporation. |
| · | The company made solid progress with actions supporting its two to three year global competitiveness program intended to reduce costs, accelerate technology development, and accelerate market and geographic expansion, to stimulate growth and profits. It: |
| o | Completed the acquisition of the 50 percent of Radiadores Visconde Ltda. the company did not already own for $13.0 million, net of cash acquired and a note payable incurred, plus additional amounts subject to the achievement of performance goals. This is an $80 million business and the acquisition was accretive immediately. As a result of this acquisition, the company benefited from the use of net operating losses that were previously unavailable, resulting in a reduction of income tax expense totaling $3.6 million; |
| o | Announced the formation of a product-focused group to support the heating, ventilating, and air conditioning (HVAC) equipment needs of the truck and off-highway markets, and in conjunction with that change we announced the closure of our technology center in Harrodsburg, Kentucky ($0.1 million of expense recorded this quarter - total anticipated for fiscal 2007 of $1.1 million); |
| o | Announced an early retirement program for certain U.S. salaried employees ($0.4 million of expense recorded in the quarter - anticipate a range $1.0 million to $2.0 million for fiscal 2007) - incremental to the early retirement program offered to and accepted by employees at Modine’s Asan City, South Korean facility in late fiscal 2006 ; and, |
| o | Announced the closure of its Taiwan facility that manufactures heat pipes for the personal computer and laptop markets ($1.6 million of expense in the quarter - total of $2.5 million - $3.0 million for fiscal 2007). |
First quarter sales from continuing operations reached a record $430.4 million, an 8.5 percent improvement from the $396.8 million in fiscal 2006. Excluding the impact of acquisitions and foreign currency exchange rate changes, underlying sales grew by $19.0 million, or 4.8 percent. Sales volumes were positively impacted by strength in the truck and heavy-duty and industrial markets, as well as acquired revenues from the company’s May 2005 acquisition of Airedale and the May 2006 acquisition of the remaining 50 percent of Radiadores Visconde it did not already own. Net earnings from continuing operations of $16.3 million declined from $20.7 million last year, primarily driven by a decrease in gross margins related to higher copper, aluminum, steel, resin and natural gas prices, and price pressure from customers, as well as an approximate $1.3 million after-tax global repositioning charge in the quarter.
Operating cash flow for the first quarter of fiscal 2007 was $8.3 million. The return on average capital employed (ROACE)** for the four quarters ended June 26, 2006 was 9.0 percent compared with 9.7 percent for the same period in fiscal 2006 and 9.7 percent at the end of fiscal 2006. Modine's stated ROACE target is 11.0-12.0 percent through a cycle.
First quarter fiscal 2007 selling, general and administrative (SG&A) expenses increased $4.5 million from fiscal 2006, but remained consistent as a percentage of sales. The increase in SG&A expenses is primarily related to an increase in expenditures necessary to support growing business volumes, including the recent acquisitions of Airedale and Radiadores Visconde, incremental stock-based compensation expense recognized under recently adopted accounting standards, and increases in professional fees and health care costs. The company has developed plans to reduce SG&A costs, without impacting its long term strategy, with a goal of reducing expenses by $20.0 million, or 10.0 percent on an annualized basis.
First Quarter Segment Data and Performance
First quarter sales for the Original Equipment - Americas segment increased $15.2 million, or 9.2 percent, to $180.1 million from $164.9 million one year ago, while operating income was $19.5 million versus $20.9 million. The truck and the heavy-duty and industrial businesses both reported solid revenue improvements, partially offset by a slight decline in North American automotive sales. Sales attributable to Radiadores Visconde also had an $8.0 million positive impact on quarterly sales results. Operating income in the truck business and the North American automotive business was down, due to continued pricing pressure, as well as the effect of higher raw material costs - in particular, copper -- on the heavy-duty and industrial business.
First quarter sales for the Original Equipment - Europe segment increased 5.1 percent to $147.2 million from $140.0 million one year ago, while operating income was $19.2 million versus $21.0 million last year. The heavy-duty business reported double-digit revenue and income improvements driven by strong volumes throughout Europe from the launch of new products. The automotive business showed strong sales growth that was more than offset by customer pricing pressures, higher commodity prices and the changing mix of products.
Sales for the Original Equipment - Asia segment in the first quarter decreased 3.3 percent to $55.9 million from $57.8 million one year ago, with an operating income of $1.0 million versus $2.6 million in 2006. The company is encouraged by potential new business programs despite short-term profitability challenges caused by soft domestic commercial vehicle build rates in Korea.
Sales for the Commercial Heating, Ventilating, Air Conditioning and Refrigeration (Commercial HVAC&R) segment in the first quarter increased 38.3 percent to $39.4 million from $28.5 million one year ago due primarily to the acquisition of Airedale in May of 2005. Operating income was $1.8 million versus $2.2 million in 2006, with the decrease driven by softer North American heating products sales (energy price related) that carry relatively higher margins and the fact that the Airedale product line generally has lower margins than our traditional heating products.
Sales for the Other segment in the first quarter were $9.4 million up from $6.8 million one year ago, with an operating loss of $5.0 million versus an operating loss of $4.1 million in 2006. The increase in the operating loss is primarily attributable to the approximately $1.6 million of closure costs recorded in the first quarter of 2006 related to the upcoming closure of the company’s Taiwan operation.
Balance Sheet and Cash Flow
Modine ended its fiscal 2007 first quarter with a solid balance sheet and significant liquidity. Operating cash flow was $8.3 million versus $22.3 million in the first quarter of fiscal 2006 due to increased working capital needs. During the quarter, we completed the acquisition of Radiadores Visconde for $13.0 million, net of cash acquired and a note payable incurred, funded capital expenditures of $18.1 million and paid a per-share dividend in the total amount of approximately $5.7 million. Total debt at the end of fiscal 2007 first quarter was up to $185.5 million compared with $157.8 million at the end of fiscal 2006. The total debt to capital (total debt plus shareholders’ equity) ratio increased to 26.3 percent compared with 23.8 percent at March 31, 2006. This increase in debt is due to the company’s acquisition of the remaining 50 percent of Radiadores Visconde it did not already own, and $8.7 million of share repurchases made during the quarter. Modine’s cash balance at the end of June 2006 was $14.3 million compared to $30.8 million at the end of the 2006 fiscal year as the company continues to manage its on-hand cash balances by investing in the business and providing returns to its shareholders.
Working capital of $149.7 million at the end of the fiscal 2007 first quarter was higher than the March 31, 2006 balance of $117.2 million, primarily due to assets capitalized in conjunction with the company’s acquisition of Radiadores Visconde and increased working capital needs.
Fiscal 2007 Outlook
“Fiscal 2007 has some challenges and many opportunities,” Mr. Rayburn said. “Sales volumes continue to be very strong, consistent with the trend over the past two years. We are encouraged that the year will have positive influences from new business wins and new technology platforms, and the accretive acquisition of Radiadores Visconde. We’ll also benefit from closing our Taiwan operation which has historically operated in a loss position. Our challenges include ongoing high raw material, energy and health care costs, and continued pressure from our original equipment customers for price-downs on our products. We remain focused on our strategies of developing new products and technologies, expanding into new markets and geographies and reducing our costs through the repositioning of our manufacturing footprint and SG&A cost reductions. These strategies and the actions we have planned will make us a more cost competitive, innovative and efficient technology provider to our customers and help build a larger backlog of business.”
Conference Call and Webcast
Modine will conduct a conference call on Thursday, July 20 at 11:00 a.m. EDT (10:00 a.m. CDT) to discuss additional details regarding the company’s performance for the fiscal 2007 first quarter. President and Chief Executive Officer, Dave Rayburn and Executive Vice President, Finance and Chief Financial Officer, Brad Richardson will host the call. Participants should call 800.662.5508 from the U.S. and Canada or 913.981.5568 Internationally to gain access to the conference call. A replay of the conference call will be available through August 3, 2006 by calling 719.457.0820 or 888.203.1112. Use confirmation code 4072819.
Additionally, an audio Webcast of the conference call, both live and as a replay, is accessible through the “Investor Relations” section of Modine’s Web site at www.modine.com. Listeners are encouraged to log on to the Webcast about 10 minutes before the start of the conference call.
Modine, with fiscal 2006 revenues of $1.6 billion, specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, HVAC equipment, industrial equipment, refrigeration systems, fuel cells, and electronics. The company employs approximately 8,000 people at 34 facilities worldwide. For more information about Modine, visit www.modine.com.
Forward-Looking Statements
Statements made in this press release regarding future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including those regarding a positive impact from new business programs, accretive acquisitions, acceleration of technology, achievement of cost reductions, expansion into niche markets, refocus in global manufacturing footprint, increased cash flow and continued strong financial returns are based on Modine’s current expectations. 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 international economic changes and challenges; market acceptance and demand for new products and technologies; the ability of Modine to integrate the acquired operations and employees in a timely and cost-effective manner; the ability of Modine, its customers and suppliers to achieve projected sales and production levels; unanticipated product or manufacturing difficulties; and other factors affecting the company’s business prospects discussed in filings made by the company, from time to time, with the SEC including the factors discussed in the “Cautionary Factors” section in Item 7 of the company’s most recent Annual Report on Form 10-K and its periodic reports on Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Modine’s financial results, as reported herein, are preliminary and subject to possible adjustments. Modine does not assume any obligation to update any of these forward-looking statements.
*Management discussion concerning the use of the financial measures - Return on average capital employed and EBITDA
Return on average capital employed (ROACE) and earnings before interest, taxes, depreciation and amortization (EBITDA) are not measures derived under generally accepted accounting principles (GAAP) and should not be considered as a substitute for any measure derived in accordance with GAAP. Management believes these measures provide investors with helpful supplemental information about the company's performance, ability to provide an acceptable return on all the capital utilized by the company, and ability to fund growth. These measures may not be consistent with similar measures presented by other companies.
** Definition - Return on average capital employed (ROACE)
The sum of, net earnings and adding back after-tax interest (interest expense less the tax benefit at the total company effective tax rate), divided by the average, total debt plus shareholders' equity: this is a financial measure of the profit generated on the total capital invested in the company before any interest expenses payable to lenders, net of any tax effect.
Modine Manufacturing Company | | | | | |
Consolidated statements of earnings (unaudited) | | | | | |
| | | (In thousands, except per-share amounts) | |
| | | | | | |
| | | Three months ended June 26, | |
| | | 2006 | | 2005 | |
| Net sales | | $ | 430,393 | | $ | 396,838 | |
| Cost of sales | | | 354,297 | | | 316,566 | |
Gross profit | | | 76,096 | | | 80,272 | |
| Selling, general, & administrative expenses | | | 55,062 | | | 50,553 | |
| Restructuring | | | 850 | | | - | |
Income from operations | | | 20,184 | | | 29,719 | |
| Interest expense | | | (2,010 | ) | | (1,544 | ) |
| Other income - net | | | 1,509 | | | 2,671 | |
Earnings from continuing operations before income taxes | | | 19,683 | | | 30,846 | |
| Provision for income taxes | | | 3,386 | | | 10,148 | |
Earnings from continuing operations | | | 16,297 | | | 20,698 | |
| | | | | | | | |
| Earnings from discontinued operations (net of income taxes) | | | - | | | 53 | |
| Cumulative effect of accounting change (net of income taxes) | | | 70 | | | - | |
Net earnings | | $ | 16,367 | | $ | 20,751 | |
| | | | | | | | |
| Earnings from continuing operations as a percent of net sales | | | 3.8 | % | | 5.2 | % |
| | | | | | | | |
| Earnings per share of common stock -basic: | | | | | | | |
| Continuing operations | | $ | 0.51 | | $ | 0.60 | |
| Earnings from discontinued operations | | | - | | | - | |
| Cumulative effect of accounting change | | | - | | | - | |
| Net earnings -basic | | $ | 0.51 | | $ | 0.60 | |
| | | | | | | | |
| Earnings per share of common stock -diluted: | | | | | | | |
| Continuing operations | | $ | 0.51 | | $ | 0.60 | |
| Earnings from discontinued operations | | | - | | | - | |
| Cumulative effect of accounting change | | | - | | | - | |
| Net earnings -diluted | | $ | 0.51 | | $ | 0.60 | |
| | | | | | | | |
| | | | | | | | |
| Weighted average shares outstanding: | | | | | | | |
| Basic | | | 32,213 | | | 34,329 | |
| Diluted | | | 32,346 | | | 34,631 | |
| | | | | | | | |
| Net cash provided by operating activities | | $ | 8,264 | | $ | 22,253 | |
| Dividends paid per share | | $ | 0.1750 | | $ | 0.1750 | |
| | | | | | | | |
Comprehensive earnings, which represents net earnings adjusted by the post-tax change in foreign-currency |
translation, minimum pension liability and the effective portion of cash flow hedges recorded in shareholders' |
equity, for the 3 month period ended June 26, 2006 and 2005, were $28,546 and $2,326, respectively. |
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Condensed consolidated balance sheets (unaudited) | | | | | | | |
| (In thousands) |
June 26, 2006 | | | March 31, 2006 | |
| Assets | | | | | | | |
| Cash and cash equivalents | | $ | 14,278 | | $ | 30,798 | |
| Short term investments | | | 2,295 | | | - | |
| Trade receivables - net | | | 282,012 | | | 254,681 | |
| Inventories | | | 120,206 | | | 90,227 | |
| Other current assets | | | 44,228 | | | 36,489 | |
Total current assets | | | 463,019 | | | 412,195 | |
| Property, plant, and equipment - net | | | 501,701 | | | 467,600 | |
| Other noncurrent assets | | | 160,022 | | | 172,300 | |
Total assets | | $ | 1,124,742 | | $ | 1,052,095 | |
| Liabilities and shareholders' equity | | | | | | | |
| Debt due within one year | | $ | 6,349 | | $ | 6,108 | |
| Accounts payable | | | 187,872 | | | 187,048 | |
| Other current liabilities | | | 119,064 | | | 101,793 | |
Total current liabilities | | | 313,285 | | | 294,949 | |
| Long-term debt | | | 179,125 | | | 151,706 | |
| Deferred income taxes | | | 39,797 | | | 38,424 | |
| Other noncurrent liabilities | | | 72,150 | | | 61,591 | |
Total liabilities | | | 604,357 | | | 546,670 | |
| Shareholders' equity | | | 520,385 | | | 505,425 | |
Total liabilities & shareholders' equity | | $ | 1,124,742 | | $ | 1,052,095 | |
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