Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Susan Fisher 262-636-8434 s.h.fisher@na.modine.com
Modine Delivers Improved Third Quarter Fiscal 2010 Results
RACINE, WI, February 2, 2010 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today reported its financial results for the third quarter of fiscal 2010, as follows:
| Third Quarter | | 2010 | | | 2009 | | | Change | |
| ($ in millions except per share data) | | | | | | | | | |
| Net Sales | | $ | 302.4 | | | $ | 325.6 | | | $ | (23.2 | ) |
| Gross Profit | | $ | 47.7 | | | $ | 37.9 | | | $ | 9.8 | |
| % of Sales | | | 15.8 | % | | | 11.6 | % | | | 420 | bp |
| Selling, General & Administrative (SG&A) Expenses | | $ | 40.7 | | | $ | 43.3 | | | $ | (2.6 | ) |
| Pre-Tax Earnings (Loss) from Continuing Operations | | $ | 2.4 | | | $ | (63.8 | ) | | $ | 66.2 | |
| Earnings (Loss) from Continuing Operations | | $ | 2.1 | | | $ | (56.5 | ) | | $ | 58.6 | |
| Diluted Earnings (Loss) Per Share from Continuing Operations | | $ | 0.05 | | | $ | (1.76 | ) | | $ | 1.81 | |
| Adjusted EBITDA | | $ | 25.2 | | | $ | 12.7 | | | $ | 12.5 | |
| | | | | | | | | | | | | |
| Free Cash Flow | | $ | 38.5 | | | $ | 7.8 | | | $ | 30.7 | |
Net Debt (a) | | $ | 87.5 | | | $ | 205.7 | | | $ | (118.2 | ) |
| (a) As of December 31, 2009 and March 31, 2009, respectively | | | | | | | | | | | | |
“Modine’s performance during the third quarter of fiscal 2010 affirms that our Four-Point Plan is working,” said Thomas A. Burke, Modine President and Chief Executive Officer. “We delivered a 420 basis point improvement in gross margin despite lower sales, just over $25 million in adjusted EBITDA, and the company’s first pre-tax earnings in six quarters. These results reflect the favorable impact of our restructuring activities and our significantly lower cost structure year over year. During the quarter, we completed the sale of our Korea-based vehicular HVAC business, as part of our ongoing portfolio rationalization activity. We used the strength of our cash flow from operations, as well as the proceeds from this sale, to reduce even further the company’s overall debt position. Although we are clearly pleased with our progress during the third quarter, we are mindful of near-term pressure on our business. Continued steady increases in metals prices, as well as new program launches and announced plant closure activities, are expected to impact the company’s gross margin. Within this environment, we continue to execute our Four-Point Plan. With renewed confidence in our product strategies and our strong balance sheet, we remain focused on meeting the thermal management needs of our customers and positioning Modine for sustained profitable growth.”
Third Quarter Overview
| · | Sales volumes declined seven percent from a year ago, yet improved sequentially across all segments, up seven percent compared to the second quarter of fiscal 2010, reflecting new program launches and some slight market recovery; |
| · | Gross margin of 15.8 percent rose 420 basis points from the third quarter of fiscal 2009 and 80 basis points sequentially, primarily attributable to a significant reduction in direct and indirect costs in the company’s manufacturing facilities; |
| · | The company recorded pre-tax income of $2.4 million, its first reported pre-tax earnings since the first quarter of fiscal 2009; |
| · | Adjusted EBITDA of $25.2 million during the third quarter of fiscal 2010 and $64.8 million year-to-date, far exceeded the company’s minimum adjusted EBITDA loan covenant requirements; |
Third Quarter Fiscal 2010 Results - Page 2
| · | The company announced the closure of its Harrodsburg, Kentucky, facility, reflecting a continuing focus on realigning its manufacturing footprint to achieve greater efficiencies in scale; |
| · | The company completed the sale of its Korea-based vehicular HVAC business in December, generating approximately $11 million in net proceeds, which were used to further reduce the company’s indebtedness and provide additional financial flexibility and liquidity; and |
| · | As of December 31, 2009, the company had reduced its net debt to $87.5 million, substantially lower than the $205.7 million balance at March 31, 2009. |
Cash and Liquidity
“We are very pleased with the progress we are making to improve our liquidity and financial position,” said Robert R. Kampstra, Vice President, Corporate Controller and Chief Accounting Officer. “We generated positive free cash flow through our strong operating results during the quarter. This cash flow, combined with the proceeds from the sale of our Korea-based vehicular HVAC business and the capital raised in our secondary stock offering last quarter, allowed us to substantially reduce our net debt balance since March 31, 2009.”
Free cash flow was $38.5 million during the third quarter of fiscal 2010, compared with $7.8 million in the comparable period of fiscal 2009. The improvement in income from operations resulting from the company’s cost reduction efforts, as well as reduced capital spending, contributed to the year over year improvement in free cash flow. As of December 31, 2009, the company had cash on hand of approximately $44 million and additional available borrowing capacity of approximately $175 million. The company is confident it has sufficient liquidity to manage its business and expects to be in compliance with its financial covenants through the term of its primary credit agreement.
Outlook
Modine anticipates continued, albeit modest, sales volume improvement over the next 12 months. However, the company anticipates that the combination of the following factors will put near-term pressure on its fourth quarter gross margin versus the third quarter of fiscal 2010:
| | o | Significant commodity price increases, with aluminum and copper, up approximately 55 percent and 160 percent, respectively, during calendar 2009; |
| | o | The lagging impact of material pass-through agreements with several customers, resulting in the company’s temporary absorption of sharply higher metals costs until these agreements reprice; |
| | o | Inefficiencies associated with program launch activities and announced plant closures; and |
| | o | The typical winding down of the Commercial Products segment’s heating products season during the fourth quarter. |
“Although the fourth quarter is historically Modine’s weakest and we face these near-term headwinds,” Burke concluded, “we are confident in our ability to manage through the uncertainties of the market. With the substantial fixed cost reductions we have achieved, we are well positioned to use this operating leverage, along with our commitment to strong customer relationships, to capitalize on the significant opportunities before us as market volumes return.”
Conference Call and Webcast
Modine will conduct a conference call and live webcast, with a slide presentation, on Tuesday, February 2, 2010 at 10:30 a.m. Central Time (11:30 a.m. Eastern Time) to discuss its fiscal 2010 third quarter. The webcast and accompanying slides will be available on the investor section of the Modine website at www.modine.com. The dial-in phone number for the audio portion of the call is 800-798-2884 passcode: 89447458. The international call-in number is 617-614-6207; passcode: 89447458. Participants are encouraged to log on to the webcast and conference call about ten minutes prior to the start of the event. A replay of the audio and the slides will be available on the investor relations section of the Modine website at www.modine.com about two hours after the live call concludes. A call-in replay will be available through March 9, 2010, at 888-286-8010; passcode: 64200752 or, for international callers, at 617-801-6888; passcode: 64200752. A transcript of the call will be posted to the company’s website after February 3, 2010.
About Modine
Modine, with fiscal 2009 revenues of $1.4 billion, specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, heating, ventilation and air conditioning equipment, off-highway and industrial equipment, refrigeration systems, and fuel cells. The company employs approximately 6,000 people at 32 facilities worldwide in 15 countries. For more information about Modine, visit www.modine.com.
Third Quarter Fiscal 2010 Results - Page 3
Forward-Looking Statements
This press release contains statements, including information about future financial performance and market conditions, including the information provided under “Outlook,” accompanied by phrases such as “believes,” “estimates,” “expects,” “plans,” “anticipates,” “intends,” and other similar “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995. Modine’s actual results, performance or achievements may differ materially from those expressed or implied in these statements, because of certain risks and uncertainties, including, but not limited to, those described under "Risk Factors" in Item 1A of Part II of the company's Annual Report on Form 10-K for the year ended March 31, 2009 and under Forward-Looking Statements in Item 2 of Part I of that same report, as revised by Exhibit 99.1 to the Company’s Current Report on Form 8-K dated September 15, 2009, and the company's Quarterly Report on Form 10-Q for the quarters ended June 30, 2009 and September 30, 2009. Other risks and uncertainties include, but are not limited to, the following: the impact on Modine of increases in commodity prices, particularly aluminum and copper and its ability to pass these prices on to customers; changes in sales mix to products with lower margins; the company’s ability to remain in compliance with its debt agreements and financial covenants going forward; Modine’s ability to fund its liquidity requirements and meet its long-term commitments; the impact the current global economic uncertainty is having on Modine, its customers and its suppliers and any worsening of such economic conditions; the secondary effects on Modine’s future cash flows and liquidity that may result from Modine’s customers and lenders dealing with the economic crisis and its consequences; Modine’s ability to limit capital spending; Modine’s ability to successfully execute its four-point recovery plan; the nature of the vehicular industry, including continued depressed customer build rates; and other risks and uncertainties identified by the company in public filings with the U.S. Securities and Exchange Commission. The company does not assume any obligation to update any forward-looking statements.
Non-GAAP Financial Disclosures
Adjusted EBITDA, Net Debt and Free Cash Flow (which are defined below) as used in this press release are not measures that are defined in generally accepted accounting principles (GAAP). These non-GAAP measures are used by management and the company’s lenders as performance measures to judge liquidity and covenant compliance for the company’s business. These measures provide a more consistent view of performance than the closest GAAP equivalent for management and investors. Management compensates for this by using these measures in combination with the GAAP measures. However, these measures are not, and should not be, viewed as substitutes for the GAAP measures. The presentations of the non-GAAP measures in this press release are made alongside the most directly comparable GAAP measures.
Definition – Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
The company’s earnings (loss) from continuing operations before interest expense and provision for (benefit from) income taxes, adjusted to exclude unusual, non-recurring or extraordinary non-cash charges and up to $34.0 million of cash restructuring and repositioning charges, and further adjusted to add back depreciation and amortization expense, as defined in the applicable debt agreements. This is a financial measure of the profit generated excluding the above- mentioned items.
Definition – Net Debt
The sum of short- and long-term debt, less cash on hand. This is an indicator of the company’s debt position after considering on hand cash balances.
Definition – Free Cash Flow
The sum of net cash provided by (used for) operating and investing activities, further adjusted for net cash provided by (used for) financing activities except for advances and repayments of long-term debt, issuance of common stock and dividends. This is a liquidity measure of the cash available for permitted distributions.
-- Financial tables follow --
Third Quarter Fiscal 2010 Results - Page 4
Modine Manufacturing Company
| Consolidated statements of operations (unaudited) | |
| (In thousands, except per share amounts) | |
| | | | | | | | | | |
| | | Three months ended December 31, | | | Nine months ended December 31, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| Net sales | | $ | 302,390 | | | $ | 325,578 | | | $ | 838,320 | | | $ | 1,153,937 | |
| Cost of sales | | | 254,674 | | | | 287,673 | | | | 712,380 | | | | 990,551 | |
| Gross profit | | | 47,716 | | | | 37,905 | | | | 125,940 | | | | 163,386 | |
| Selling, general & administrative expenses | | | 40,672 | | | | 43,268 | | | | 116,236 | | | | 159,278 | |
| Restructuring expense (income) | | | 1,056 | | | | 25,311 | | | | (907 | ) | | | 28,130 | |
| Impairment of long-lived assets | | | 273 | | | | 27,342 | | | | 5,116 | | | | 30,507 | |
| Income (loss) from operations | | | 5,715 | | | | (58,016 | ) | | | 5,495 | | | | (54,529 | ) |
| Interest expense | | | 3,793 | | | | 4,048 | | | | 18,895 | | | | 9,593 | |
| Other (income) expense - net | | | (441 | ) | | | 1,712 | | | | (7,122 | ) | | | 1,414 | |
| Earnings (loss) from continuing operations before income taxes | | | 2,363 | | | | (63,776 | ) | | | (6,278 | ) | | | (65,536 | ) |
| Provision for (benefit from) income taxes | | | 238 | | | | (7,265 | ) | | | 2,125 | | | | (2,702 | ) |
| Earnings (loss) from continuing operations | | | 2,125 | | | | (56,511 | ) | | | (8,403 | ) | | | (62,834 | ) |
| Earnings (loss) from discontinued operations (net of income taxes) | | | 2,084 | | | | 85 | | | | (8,348 | ) | | | (728 | ) |
| (Loss) gain on sale of discontinued operations (net of income taxes) | | | (430 | ) | | | 369 | | | | (430 | ) | | | 2,066 | |
| Net earnings (loss) | | $ | 3,779 | | | $ | (56,057 | ) | | $ | (17,181 | ) | | $ | (61,496 | ) |
| | | | | | | | | | | | | | | | | |
| Earnings (loss) from continuing operations per common share: | | | | | | | | | | | | | | | | |
| Basic | | $ | 0.05 | | | $ | (1.76 | ) | | $ | (0.23 | ) | | $ | (1.96 | ) |
| Diluted | | $ | 0.05 | | | $ | (1.76 | ) | | $ | (0.23 | ) | | $ | (1.96 | ) |
| | | | | | | | | | | | | | | | | |
| Net earnings (loss) per common share: | | | | | | | | | | | | | | | | |
| Basic | | $ | 0.08 | | | $ | (1.75 | ) | | $ | (0.46 | ) | | $ | (1.92 | ) |
| Diluted | | $ | 0.08 | | | $ | (1.75 | ) | | $ | (0.46 | ) | | $ | (1.92 | ) |
| | | | | | | | | | | | | | | | | |
| Weighted average shares outstanding: | | | | | | | | | | | | | | | | |
| Basic | | | 45,941 | | | | 32,093 | | | | 37,066 | | | | 32,066 | |
| Diluted | | | 46,243 | | | | 32,093 | | | | 37,066 | | | | 32,066 | |
| | | | | | | | | | | | | | | | | |
| Dividends paid per share | | $ | - | | | $ | 0.10 | | | $ | - | | | $ | 0.30 | |
| | | | | | | | | | | | | | | | | |
| Comprehensive earnings (loss), which represents net earnings (loss) adjusted by the post-tax change in foreign-currency translation, the effective portion of cash flow hedges and change in benefit plan adjustment recorded in shareholders' equity, for the three month periods ended December 31, 2009 and 2008 were $413 and $(79,918), respectively, and for the nine month periods ended December 31, 2009 and 2008, were $24,788 and $(128,673), respectively. | |
Condensed consolidated balance sheets (unaudited)
| (In thousands) | |
| | December 31, 2009 | | | March 31, 2009 | |
| Assets | | | | | | |
| Cash and cash equivalents | | $ | 44,161 | | | $ | 43,536 | |
| Short term investments | | | 1,140 | | | | 1,189 | |
| Trade receivables - net | | | 130,495 | | | | 122,266 | |
| Inventories | | | 92,159 | | | | 88,077 | |
| Assets held for sale | | | - | | | | 29,173 | |
| Other current assets | | | 45,122 | | | | 41,610 | |
| Total current assets | | | 313,077 | | | | 325,851 | |
| Property, plant and equipment - net | | | 442,974 | | | | 426,565 | |
| Assets held for sale | | | - | | | | 34,328 | |
| Other noncurrent assets | | | 61,093 | | | | 65,388 | |
| Total assets | | $ | 817,144 | | | $ | 852,132 | |
| Liabilities and shareholders' equity | | | | | | | | |
| Debt due within one year | | $ | 680 | | | $ | 5,232 | |
| Accounts payable | | | 106,478 | | | | 94,506 | |
| Liabilities of business held for sale | | | - | | | | 28,018 | |
| Other current liabilities | | | 109,614 | | | | 123,277 | |
| Total current liabilities | | | 216,772 | | | | 251,033 | |
| Long-term debt | | | 131,020 | | | | 243,982 | |
| Deferred income taxes | | | 11,123 | | | | 9,979 | |
| Liabilities of business held for sale | | | - | | | | 12,181 | |
| Other noncurrent liabilities | | | 94,175 | | | | 91,120 | |
| Total liabilities | | | 453,090 | | | | 608,295 | |
| Shareholders' equity | | | 364,054 | | | | 243,837 | |
| Total liabilities & shareholders' equity | | $ | 817,144 | | | $ | 852,132 | |
Third Quarter Fiscal 2010 Results - Page 5
Modine Manufacturing Company
| Condensed consolidated statements of cash flows (unaudited) | |
| (In thousands) | |
| Nine months ended December 31, | | 2009 | | | 2008 | |
| | | | | | | |
| Cash flows from operating activities: | | | | | | |
| Net loss | | $ | (17,181 | ) | | $ | (61,496 | ) |
| | | | | | | | | |
| Adjustments to reconcile net loss with net cash provided by operating activities: | | | | | | | | |
| Depreciation and amortization | | | 49,625 | | | | 55,875 | |
| Impairment of long-lived assets | | | 12,763 | | | | 30,507 | |
| Other - net | | | (581 | ) | | | (15,465 | ) |
| Net changes in operating assets and liabilities | | | 5,244 | | | | 70,843 | |
| Net cash provided by operating activities | | | 49,870 | | | | 80,264 | |
| | | | | | | | | |
| Cash flows from investing activities: | | | | | | | | |
| Expenditures for plant, property and equipment | | | (41,449 | ) | | | (79,538 | ) |
| Proceeds from dispositions of assets | | | 8,130 | | | | 4,972 | |
| Proceeds from sale of discontinued operations | | | 11,249 | | | | 10,202 | |
| Settlement of derivative contracts | | | (6,544 | ) | | | (263 | ) |
| Other - net | | | 4,024 | | | | 3,225 | |
| Net cash used for investing activities | | | (24,590 | ) | | | (61,402 | ) |
| | | | | | | | | |
| Cash flows from financing activities: | | | | | | | | |
| Net (decrease) increase in debt | | | (119,708 | ) | | | 30,919 | |
| Issuance of common stock | | | 93,025 | | | | - | |
| Cash dividends paid | | | - | | | | (9,678 | ) |
| Other - net | | | (1,795 | ) | | | (1,398 | ) |
| Net cash (used for) provided by financing activities | | | (28,478 | ) | | | 19,843 | |
| | | | | | | | | |
| Effect of exchange rate changes on cash | | | 3,823 | | | | (4,446 | ) |
| | | | | | | | | |
| Net increase in cash and cash equivalents | | | 625 | | | | 34,259 | |
| | | | | | | | | |
| Cash and cash equivalents at beginning of the period | | | 43,536 | | | | 38,595 | |
| | | | | | | | | |
| Cash and cash equivalents at end of the period | | $ | 44,161 | | | $ | 72,854 | |
| Condensed segment operating results (unaudited) | | | | | | | | | | |
| (In thousands) | |
| | | | | | | | | | | | | |
| | | Three months ended December 31, | | | Nine months ended December 31, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| Sales: | | | | | | | | | | | | |
| Original Equipment - Asia | | $ | 8,934 | | | $ | 4,172 | | | $ | 22,411 | | | $ | 13,221 | |
| Original Equipment - Europe | | | 126,980 | | | | 112,935 | | | | 344,588 | | | | 499,921 | |
Original Equipment - North America (a) | | | 101,296 | | | | 137,702 | | | | 293,559 | | | | 399,641 | |
| South America | | | 32,254 | | | | 28,669 | | | | 82,871 | | | | 114,787 | |
| Commercial Products | | | 48,371 | | | | 48,796 | | | | 127,956 | | | | 150,866 | |
| Segment sales | | | 317,835 | | | | 332,274 | | | | 871,385 | | | | 1,178,436 | |
| Corporate and administrative | | | 481 | | | | 897 | | | | 2,019 | | | | 2,631 | |
| Eliminations | | | (15,926 | ) | | | (7,593 | ) | | | (35,084 | ) | | | (27,130 | ) |
| Total net sales | | $ | 302,390 | | | $ | 325,578 | | | $ | 838,320 | | | $ | 1,153,937 | |
| | | | | | | | | | | | | | | | | |
| Operating income/(loss): | | | | | | | | | | | | | | | | |
| Original Equipment - Asia | | $ | (675 | ) | | $ | (2,173 | ) | | $ | (3,630 | ) | | $ | (6,339 | ) |
| Original Equipment - Europe | | | 6,400 | | | | (43,351 | ) | | | 15,757 | | | | (6,865 | ) |
Original Equipment - North America (a) (b) | | | (541 | ) | | | (8,798 | ) | | | 3,552 | | | | (32,980 | ) |
| South America | | | 2,788 | | | | 1,040 | | | | 6,296 | | | | 11,648 | |
| Commercial Products | | | 7,927 | | | | 5,178 | | | | 16,131 | | | | 13,886 | |
| Segment income (loss) from operations | | | 15,899 | | | | (48,104 | ) | | | 38,106 | | | | (20,650 | ) |
Corporate and administrative (b) | | | (10,174 | ) | | | (9,771 | ) | | | (32,715 | ) | | | (33,750 | ) |
| Eliminations | | | (10 | ) | | | (141 | ) | | | 104 | | | | (129 | ) |
| Income (loss) from operations | | $ | 5,715 | | | $ | (58,016 | ) | | $ | 5,495 | | | $ | (54,529 | ) |
| (a) | Sales and operating income/(loss) were retrospectively adjusted for comparative purposes to reflect the realignment of the Fuel Cell segment into the Original Equipment – North America segment for the three and nine months ended December 31, 2008. |
| (b) | Operating income/(loss) was retrospectively adjusted for comparative purposes to reflect the realignment of $5,105 and $15,058 of support department costs previously included in Corporate and administrative into the Original Equipment - North America segment for the three and nine months ended December 31, 2008, respectively. |
Third Quarter Fiscal 2010 Results - Page 6
Modine Manufacturing Company
| Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations (unaudited) | |
| (In thousands) | |
| | | | | | | | | | | | | |
| | | Three months ended December 31, | | | Nine months ended December 31, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| Earnings (loss) from continuing operations | | $ | 2,125 | | | $ | (56,511 | ) | | $ | (8,403 | ) | | $ | (62,834 | ) |
| Interest expense | | | 3,793 | | | | 4,048 | | | | 18,895 | | | | 9,593 | |
| Provision for (benefit from) income taxes | | | 238 | | | | (7,265 | ) | | | 2,125 | | | | (2,702 | ) |
Depreciation and amortization (a) | | | 16,045 | | | | 15,836 | | | | 47,983 | | | | 51,414 | |
| EBITDA from continuing operations | | | 22,201 | | | | (43,892 | ) | | | 60,600 | | | | (4,529 | ) |
| | | | | | | | | | | | | | | | | |
| Restructuring and repositioning charges | | | 2,463 | | | | 26,379 | | | | 2,392 | | | | 32,332 | |
Non-cash charges (b) | | | 583 | | | | 30,163 | | | | 1,811 | | | | 41,269 | |
| Adjusted EBITDA | | $ | 25,247 | | | $ | 12,650 | | | $ | 64,803 | | | $ | 69,072 | |
| (a) | Depreciation and amortization expense represents total depreciation and amortization from continuing operations less accelerated depreciation which is included in non-cash charges. |
| (b) | Non-cash charges are comprised of long-lived asset impairments, non-cash restructuring and repositioning charges, exchange gains or losses on intercompany loans and non-cash charges which are unusual, non-recurring or extraordinary. |
| Net debt (unaudited) | | | | | | |
| (In thousands) | |
| | | | | | | |
| | | | | | | |
| | | December 31, 2009 | | | March 31, 2009 | |
| Debt due within one year | | $ | 680 | | | $ | 5,232 | |
| Long-term debt | | | 131,020 | | | | 243,982 | |
| Total debt | | | 131,700 | | | | 249,214 | |
| | | | | | | | | |
| Less: cash and cash equivalents | | | 44,161 | | | | 43,536 | |
| Net debt | | $ | 87,539 | | | $ | 205,678 | |
| Free cash flow (unaudited) | | | | | | | | | | | | |
| (In thousands) | |
| | | | | | | | | | | | | |
| | | Three months ended December 31, | | | Nine months ended December 31, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
Net cash provided by operating activities (c) | | $ | 31,001 | | | $ | 40,008 | | | $ | 53,319 | | | $ | 80,264 | |
| Net cash used for investing activities | | | 6,436 | | | | (29,577 | ) | | | (24,590 | ) | | | (61,402 | ) |
| Other financing activities - net | | | 741 | | | | (3,861 | ) | | | (1,795 | ) | | | (1,398 | ) |
| Effect of exchange rate changes on cash | | | 101 | | | | 1,190 | | | | 3,823 | | | | (4,446 | ) |
| Change in cash balances held for sale | | | 196 | | | | - | | | | - | | | | - | |
| Free cash flow | | $ | 38,475 | | | $ | 7,760 | | | $ | 30,757 | | | $ | 13,018 | |
| (c) | Net cash provided by operating activities for the nine months ended December 31, 2009 excludes the make-whole paymentof $3,449 related to the paydown of long-term debt as a result of the issuance of common stock. |
