Acquisition of Luvata HTS | Note 2: Acquisition of Luvata HTS On November 30, 2016, the Company acquired a 100% ownership interest in the Luvata HTS business for consideration totaling $415.6 million ($388.2 million, net of cash acquired). The purchase price included 2.2 million Modine common shares. The Company estimated the fair value of the common shares to be $24.3 million at November 30, 2016, which reflects a requirement that the recipients hold the shares for a minimum of one year. The issuance of these 2.2 million shares resulted in increases to common stock and additional paid-in capital of $1.4 million and $22.9 million, respectively. Luvata HTS is a leading global supplier of coils, coolers and coatings to the heating, ventilation, air conditioning, and refrigeration (“HVAC&R”) industry. Luvata HTS’s products cover a broad range of heat exchanger coils, commercial refrigeration and industrial coolers, and anti-corrosion coating solutions. The Company’s acquisition of Luvata HTS addresses, in particular, both the “Diversify” and “Grow” commitments of its transformational Strengthen, Diversify and Grow strategy launched in fiscal 2016. This acquisition provides Modine with an expanded industrial business portfolio, broader customer base, and reduced cyclical exposure. The Company reports the financial results of Luvata HTS as the Commercial and Industrial Solutions (“CIS”) segment. For both the three and nine months ended December 31, 2016, the Company included $34.7 million of net sales and an operating loss of $0.3 million within its consolidated statements of operations attributable to one month of CIS operations. During the three and nine months ended December 31, 2016, the Company recorded $7.2 million and $11.6 million, respectively, of costs incurred directly related to the acquisition and integration of Luvata HTS as selling, general and administrative (“SG&A”) expenses within the consolidated statements of operations. These costs principally consisted of fees for i) transaction advisors, ii) legal, accounting, and other professional services, and iii) incremental costs directly associated with integration activities. To fund a significant portion of the Luvata HTS purchase price, the Company entered into new credit agreements in November 2016. See Note 14 for additional information. For the December 31, 2016 condensed consolidated financial statements, the Company recorded assets acquired and liabilities assumed at their preliminary fair values as of the Luvata HTS acquisition date. The preliminary purchase price allocation, which is presented in the table below, is based on preliminary asset valuations and is subject to change when additional information is available. Changes to the preliminary values could be significant. At the time the December 31, 2016 financial statements were finalized, the Company was primarily awaiting additional information to determine and support assumptions used i) for asset valuations, including valuations of intangible assets and property, plant and equipment; ii) to determine the fair value of lease contracts; iii) to evaluate contingent liabilities, including reserves for possible environmental, legal, product warranty, and trade compliance matters; and iv) to evaluate deferred income taxes and income tax reserves. The Company’s preliminary allocation of the purchase price for its acquisition of Luvata HTS is as follows: Cash and cash equivalents $ 27.4 Trade accounts receivable 86.3 Inventories 48.8 Property, plant and equipment 116.5 Intangible assets 105.9 Goodwill 159.8 Other assets 31.0 Accounts payable (66.2 ) Deferred income taxes (30.0 ) Pensions (14.3 ) Other liabilities (49.6 ) Purchase price $ 415.6 Preliminarily, the Company has allocated the excess of the purchase price over the net assets recognized to goodwill in the amount of $159.8 million, none of which the Company expects to be deductible for income tax purposes. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the acquisition includes Luvata HTS’s workforce and anticipated future cost and revenue synergies. Based upon preliminary asset valuations, the Company has estimated the total fair value of identifiable intangible assets to be $105.9 million, including customer relationship ($44.5 million), trade name ($43.4 million), and product technology ($18.0 million) intangible assets. The Company is in process of finalizing its intangible asset valuations and preliminarily estimates that these intangible assets will be amortized over a weighted-average useful life of approximately 12 to 14 years. The following unaudited supplemental pro forma information presents the Company’s consolidated results of operations as though the acquisition of Luvata HTS had occurred at the beginning of fiscal 2016. This pro forma financial information is presented for illustrative purposes only and is not considered to be indicative of the operating results that would have been achieved had the acquisition been completed as of the date indicated or the operating results that may be obtained in the future. Three months ended December 31, Nine months ended December 31, 2016 2015 2016 2015 Net sales $ 447.6 $ 454.5 $ 1,398.1 $ 1,418.1 Net earnings (loss) attributable to Modine $ 10.4 $ 13.1 $ 28.8 $ (3.8 ) Net earnings (loss) per share attributable to Modine shareholders: Basic $ 0.21 $ 0.26 $ 0.58 $ (0.08 ) Diluted $ 0.21 $ 0.26 $ 0.58 $ (0.08 ) The supplemental pro forma financial information includes adjustments for: (i) estimated amortization and depreciation expense totaling approximately $3.0 million per quarter based upon the estimated fair values of acquired assets, (ii) estimated interest expense of approximately $3.0 to $4.0 million per quarter resulting from acquisition-related borrowings, and (iii) the estimated income tax impacts related to the pro forma adjustments, considering the statutory tax rates within the applicable jurisdictions. In addition, the pro forma financial information assumes that both $8.6 million of acquisition-related transaction costs, not including costs for integration-related activities, and an estimated $4.3 million total impact of inventory purchase accounting adjustments were incurred during the first quarter of fiscal 2016. The pro forma financial information does not reflect expected cost or revenue synergies. |