September 5, 2019
Michael B. Lucareli
Chief Financial Officer
MODINE MANUFACTURING CO
1500 DeKoven Avenue
Racine, Wisconsin 53403
Re: MODINE MANUFACTURING CO
Form 10-K for the Year Ended March 31, 2019
Filed May 23. 2019
File No. 001-01373
Dear Mr. Lucareli:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K for the Year Ended 3/31/2019
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Consolidated Results of Operations and
Segment Results of Operations, page 27
1. We note your disclosures regarding the factors for which fluctuations in
revenue, gross
profit, and other income statement line items are attributed; however, in
addition to
discussing the reasons for the change (or lack thereof), please also
quantify the reasons for
the change, particularly when more than one factor is attributed to the
change. For
example, you state that certain increases were "primarily" attributed to
one factor, and
"partially offset" by another factor, or, you indicate, that
"additionally", an increase was
attributed to more than one factor without quantifying each. For a
company with the size
and breadth of operations as yours, these disclosures should be presented
in a manner so
as to allow investors to discern the relative contribution of each of the
multiple
components cited to the total change. Beginning with the next Form 10-Q,
please revise
Michael B. Lucareli
FirstNameMANUFACTURING CO
MODINE LastNameMichael B. Lucareli
Comapany 5, 2019
September NameMODINE MANUFACTURING CO
September 5, 2019 Page 2
Page 2
FirstName LastName
to separately quantify each significant factor contributing to the
change for each of the
line items discussed within the results of operations section. As part
of your response,
please provide us with an example of the disclosure to be included in
future filings.
2. We note a discussion of gross profit and no discussion of cost of
revenues . Given the
significance of such costs to your results of operations for each
period presented as well as
the size of your operations, please revise and expand your MD&A in
future filings to
separately quantify and discuss factors responsible for changes in the
levels of the
Company's cost of sales , at both the consolidated and the segment
level during all periods
presented in the Company's financial statements as required by Item
303 of Regulation S-
K. As part of your revised disclosure, please revise to quantify and
discuss the impact of
each significant component of costs comprising cost of sales that
caused cost of revenues
to materially vary (or not vary when expected to). In this regard we
believe materiality
should be assessed in relation to operating profit. This disclosure
should be presented in a
manner so as to allow investors to discern the relative contribution
of each of multiple
components cited to the total change in cost of revenues and resultant
operating profit.
Please note that even when total amounts of costs of revenues do not
materially vary from
period to period, the impacts of material variances in components of
cost of revenues that
offset each other should be separately disclosed, quantified, and
discussed (not netted).
Notes to the Financial Statements
Note 1. Significant Accounting Policies
Assets Held for Sale, page 45
3. We note your disclosure on page 14 of your Form 10K that you are
evaluating strategic
alternatives for your automotive business within your VTS segment
which includes the
potential sale of this business. We also note from your Q4 2019
earnings call held on
May 23, 2019 that you indicate you were currently in discussions with
potential
customers. Further, your disclosure on page 22 of your Form 10-Q for
the quarter ended
June 30, 2019 discloses that you are currently engaged in a formal
sales process with
potential buyers. Please explain to us why it appears you have not
accounted for this
business as assets (disposal group) held for sale as of March 31, 2019
or June 30, 2019.
Please refer to the accounting guidance in ASC 360-10-45-9 in your
response.
Note 20. Contingencies and Litigation, page 68
4. We note your disclosure under "Other Litigation" that in the normal
course of business,
you 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.
You also disclose that in the opinion of management, the liabilities,
if any, which may
ultimately result from such lawsuits or proceedings are not expected
to have a material
adverse effect on your financial position. Please note that ASC
450-20-50-3 requires that
if there is at least a reasonable possibility that a loss or
additional loss may be incurred,
and an accrual has not been recorded or the exposure to the loss is in
excess of the amount
Michael B. Lucareli
MODINE MANUFACTURING CO
September 5, 2019
Page 3
accrued, disclosure of the nature of the contingency should be made in
the notes to the
financial statements. Please revise, or alternatively, disclose that you
do not believe that
any additional loss would not be material to your results of operations,
statement of
financial position and cash flows. Your disclosure in the Form 10-Q
should be similarly
revised.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Effie Simpson at (202) 551-3346 or Claire Erlanger at
(202) 551-3301
if you have questions regarding comments on the financial statements and
related
matters. Please contact Melissa Raminpour at (202) 551-3750 with any other
questions.
Sincerely,
FirstName LastNameMichael B. Lucareli
Division of
Corporation Finance
Comapany NameMODINE MANUFACTURING CO
Office of
Transportation and Leisure
September 5, 2019 Page 3
cc: Diana Henes
FirstName LastName