UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): December 11, 2007
Modine Manufacturing Company
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Wisconsin
|
|
1-1373
|
|
39-0482000 |
|
|
|
|
|
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification
Number) |
| |
|
|
| 1500 DeKoven Avenue, Racine, Wisconsin
|
|
53403 |
|
|
|
|
| Address of principal executive offices
|
|
Zip Code |
Registrant’s telephone number, including area code: (262) 636-1200
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (See General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.05 Costs Associated with Exit or Disposal Activities.
Item 2.06 Material Impairments.
On December 13, 2007, Modine Manufacturing Company (the “Company”) filed a Current Report on Form
8-K dated December 11, 2007 (the “Initial 8-K”) disclosing, among other things, that its Original
Equipment — North America business was continuing to experience unfavorable operating results amid
a slower-than-anticipated heavy-duty truck market recovery and a difficult business climate. At
that time, the then current outlook for that business was below the Company’s previous
expectations. As a result, the Company has evaluated this segment’s goodwill and other long-lived
assets for impairment and Modine’s net U.S. deferred tax assets for realizability in accordance
with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment
or Disposal of Long-Lived Assets;” SFAS No. 142, “Goodwill and Other Intangible Assets,” and SFAS
No. 109, “Accounting for Income Taxes.”
In the Initial 8-K, the Company also disclosed that in response to the underlying performance
issues within the Original Equipment — North America segment, the Company was actively formulating
plans for additional restructuring activities, including plant closures, product line
rationalizations and other significant measures, in its North American operations and its European
operations as well. The restructuring activities were subject to
approval by the Modine Board of
Directors.
On January 29, 2008, the Company determined that certain of its assets were impaired and that a
deferred tax valuation charge was necessary in the Company’s financial statements for the third
fiscal quarter ended December 26, 2007. These charges are the result of the Company’s previously
announced evaluation of its goodwill, fixed assets and deferred tax assets, primarily related to
its Original Equipment — North America segment. Included in the charges are the following:
| |
• |
|
Goodwill impairment charge of $23.8 million recorded in the Original Equipment
— North America segment; |
| |
| |
• |
|
Long-lived asset impairment charge of $3.0 million recorded in the Original
Equipment — North America segment; |
| |
| |
• |
|
Long-lived asset impairment charge of $4.7 million recorded in the Original
Equipment — Europe segment; and |
| |
| |
• |
|
Deferred tax valuation charge of $40.4 million recorded against substantially
all of the Company’s U.S. tax jurisdiction deferred tax assets. |
To improve business performance, on January 29, 2008, the Company’s Board of Directors authorized
restructuring actions, including the anticipated closure of three U.S. manufacturing plants and a
facility in Europe. This restructuring effort is expected to cost between $40 million and $45
million (including approximately $11 million in employee-related
charges and $10 million in non-cash charges), beginning in the fourth quarter of fiscal
2008, with anticipated annualized savings in the range of $20 to $25 million when fully implemented
over the next 18 to 24 months.
Forward-Looking Statements
Statements made regarding future matters are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the
Company’s current expectations. The Company’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, the Company’s ability to successfully implement its
restructuring plans and drive cost reductions as a result; the ability of the Company to maintain
adequate liquidity to carryout restructuring programs while investing for future growth; its
ability to continue to service its customers during the implementation of any restructuring plan;
the avoidance of inefficiencies in the transition of products from plants to be closed to plants
continuing in operation; factors impacting the Original Equipment — North
America segment operating results; the ability of the Company, its customers and suppliers to
achieve projected sales and production levels; unanticipated product or manufacturing difficulties;
the Company’s ability to remain in compliance with its debt agreements; international economic
changes and challenges; and other factors affecting the Company’s business prospects discussed in
filings made by the Company, from time to time, with the Securities and Exchange Commission
including the factors discussed in Item 1A, Risk Factors, and in the “Forward-Looking Statements”
section in Item 7 of the Company’s most recent Annual Report on Form 10-K and its quarterly 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, except as may be required by law.