UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 1-1373 MODINE MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) Wisconsin 39-0482000 ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements.) The company's unaudited statements show significant year-over-year growth in net sales and net earnings [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) The company reports substantial growth in net sales, operating income, and diluted EPS for the quarter Consolidated Statements of Operations (Unaudited) | | Three months ended June 30, | | :--- | :--- | :--- | | (In millions, except per share amounts) | **2023** | **2022** | | **Net sales** | **$622.4** | **$541.0** | | Gross profit | $127.9 | $83.4 | | Operating income | $66.5 | $25.6 | | **Net earnings attributable to Modine** | **$44.8** | **$14.3** | | **Diluted EPS** | **$0.85** | **$0.27** | [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet reflects an increase in total assets and shareholders' equity as of June 30, 2023 Consolidated Balance Sheet Highlights (Unaudited) | | **June 30, 2023** | **March 31, 2023** | | :--- | :--- | :--- | | (In millions) | | | | **Total current assets** | $894.1 | $846.4 | | **Total assets** | **$1,607.9** | **$1,565.9** | | Total current liabilities | $506.7 | $507.1 | | Long-term debt | $330.0 | $329.3 | | **Total liabilities** | **$963.4** | **$966.3** | | **Total Modine shareholders' equity** | **$637.9** | **$592.8** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow increased significantly year-over-year, contributing to a net increase in cash Condensed Consolidated Statements of Cash Flows (Unaudited) | | Three months ended June 30, | | :--- | :--- | :--- | | (In millions) | **2023** | **2022** | | **Net cash provided by operating activities** | **$41.7** | **$14.5** | | Net cash used for investing activities | ($18.4) | ($10.4) | | Net cash provided by financing activities | $3.7 | $12.0 | | Net increase in cash, cash equivalents and restricted cash | $26.8 | $13.5 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail revenue disaggregation, debt compliance, strong data center growth, and a subsequent acquisition - The company refined its revenue reporting for the Climate Solutions segment to align with three market-based verticals: heat transfer products, HVAC & refrigeration, and data center cooling[29](index=29&type=chunk) Revenue by Product Group (YoY Comparison) | Product Group (Segment) | Q1 FY24 Sales ($M) | Q1 FY23 Sales ($M) | Change (%) | | :--- | :--- | :--- | :--- | | **Data center cooling (Climate Solutions)** | **$68.2** | **$30.5** | **+123.6%** | | Liquid-cooled (Performance Tech) | $134.7 | $110.9 | +21.5% | | Air-cooled (Performance Tech) | $172.7 | $153.0 | +12.9% | - As of June 30, 2023, the company was **in compliance with all debt covenants**, including its leverage ratio and interest coverage ratio[76](index=76&type=chunk) - On July 1, 2023, the Company acquired Napps Technology Corporation for **$5.3 million**, which will be reported within the Climate Solutions segment[89](index=89&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management highlights a 15% increase in net sales and improved margins driven by strong segment performance [Consolidated Results of Operations](index=24&type=section&id=Consolidated%20Results%20of%20Operations_MD%26A) Net sales grew 15% year-over-year, with gross margin improving 520 basis points due to higher volumes and favorable pricing Consolidated Results of Operations Highlights | (in millions) | Q1 FY24 | Q1 FY23 | Change | | :--- | :--- | :--- | :--- | | **Net sales** | **$622.4** | **$541.0** | **+$81.4M (+15%)** | | Gross profit | $127.9 | $83.4 | +$44.5M | | Gross margin | 20.6% | 15.4% | +520 bps | | **Operating income** | **$66.5** | **$25.6** | **+$40.9M (+160%)** | | Operating margin | 10.7% | 4.7% | +600 bps | - SG&A expenses increased by $5.1 million, primarily due to approximately **$4.0 million in higher compensation-related expenses** driven by improved financial results[98](index=98&type=chunk) [Segment Results of Operations](index=25&type=section&id=Segment%20Results%20of%20Operations) Both Climate Solutions and Performance Technologies segments delivered strong year-over-year growth in sales and operating income Climate Solutions Segment Results | (in millions) | Q1 FY24 | Q1 FY23 | Change | | :--- | :--- | :--- | :--- | | Net sales | $271.8 | $244.4 | +11% | | Gross profit | $69.0 | $50.4 | +$18.6M | | **Operating income** | **$44.3** | **$27.0** | **+$17.3M** | | Operating margin | 16.3% | 11.0% | +530 bps | - Climate Solutions sales growth was primarily driven by a **$37.7 million increase in sales of data center cooling products** compared to the prior year[103](index=103&type=chunk) Performance Technologies Segment Results | (in millions) | Q1 FY24 | Q1 FY23 | Change | | :--- | :--- | :--- | :--- | | Net sales | $358.9 | $304.3 | +18% | | Gross profit | $58.6 | $33.0 | +$25.6M | | **Operating income** | **$32.0** | **$7.4** | **+$24.6M** | | Operating margin | 8.9% | 2.4% | +650 bps | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity through operating cash flow, cash reserves, and available credit facilities - Primary liquidity sources are cash flow from operations, **$92.5 million in cash** and cash equivalents, and **$258.3 million of available borrowing capacity**[112](index=112&type=chunk) - Net cash provided by operating activities **increased by $27.2 million to $41.7 million** compared to the prior year, primarily due to higher earnings[113](index=113&type=chunk) - Capital expenditures were **$15.1 million**, an increase of $4.7 million YoY, supporting strategic growth initiatives[114](index=114&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company's market risk profile has not materially changed since the fiscal year-end 2023 filing - The Company's market risks have **not materially changed** since the fiscal 2023 Form 10-K was filed[124](index=124&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that disclosure controls and internal controls over financial reporting were effective - Based on an evaluation as of June 30, 2023, the CEO and CFO concluded that the Company's **disclosure controls and procedures were effective**[126](index=126&type=chunk) - There were **no material changes** in internal control over financial reporting during the first quarter of fiscal 2024[127](index=127&type=chunk) PART II. OTHER INFORMATION [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company repurchased 42,799 shares of common stock under its authorized repurchase program Issuer Purchases of Equity Securities (Q1 FY2024) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | May 2023 | 16,633 | $26.32 | | June 2023 | 26,166 | $30.69 | | **Total** | **42,799** | **$28.99** | - The Company has a Board authorization to repurchase up to **$50.0 million of common stock**, which expires in November 2024[128](index=128&type=chunk) [Other Information](index=33&type=section&id=Item%205.%20Other%20Information.) No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter - During the quarter ended June 30, 2023, **no director or officer** of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement"[129](index=129&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed with the Form 10-Q, including award agreements and certifications - Filed exhibits include Form of Fiscal 2024 Performance Stock Award Agreement, Restricted Stock Unit Award Agreements, and **CEO/CFO certifications** under Rule 13a-14(a)/15d-14(a) and Section 1350[130](index=130&type=chunk)

Financial Data and Key Metrics Changes - The company reported record sales of $618 million for the fourth quarter, an increase of 8% year-over-year and 11% on a constant currency basis [50] - Adjusted EBITDA for the quarter was $66 million, up 16% from the prior year, resulting in a record annual adjusted EBITDA of $212 million, a 34% increase [74] - Free cash flow generated in the fourth quarter was $24 million, totaling $57 million for the fiscal year [93] Business Line Data and Key Metrics Changes - The Climate Solutions segment saw a revenue increase of 11% year-over-year, with data center sales up 60% [51][52] - Performance Technologies segment revenue increased by 12%, with air-cooled products showing significant growth [57] - Adjusted EBITDA margin for the Climate Solutions segment improved to 14.6%, up 370 basis points from the prior year [53] Market Data and Key Metrics Changes - The company noted strong growth in the data center market, particularly in North America, with expectations for continued double-digit growth [52][120] - The HVAC&R sales in the Climate Solutions segment decreased by 9% due to lower heating product sales, offset by higher cooler sales [75] - The Performance Technologies segment is experiencing steady market growth, particularly in gensets and electric vehicles, despite some softening in certain sectors [59][100] Company Strategy and Development Direction - The company is focusing on operational targets to improve gross margins and enhance cost control and productivity [55] - There is an emphasis on new product development and technology acquisitions to support growth, particularly in Climate Solutions [19][20] - The company is implementing a product rationalization strategy through its 80/20 initiative, which is expected to lead to revenue attrition in certain areas [86][97] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the growth trajectory in the data center market, with expectations for revenue growth of 15% to 25% in fiscal 2024 [98] - The company anticipates continued momentum in Performance Technologies, driven by strong demand for electric vehicle systems and components [100] - Management highlighted the importance of stability in the workforce, which has improved productivity and margins [33] Other Important Information - The company expects capital expenditures to be approximately $70 million for the fiscal year [139] - The effective tax rate is projected to be around 26% for the new year, with interest expenses estimated between $23 million and $25 million [17] Q&A Session Summary Question: What is the expected revenue attrition from the 80/20 rationalization? - Management indicated that they are still assessing the impact and expect to provide firmer ranges in the coming months [87] Question: How much of the data center business is in North America versus Europe? - The majority of data center revenue is from Europe, but North America is growing at a faster rate [120] Question: What are the expectations for cost savings from the European restructuring? - Management expects further margin improvement and cost savings from the restructuring efforts [110] Question: What is the outlook for the heat pump market? - The company anticipates sales in the heat pump market to double over the next three years, currently valued at over $50 million [118] Question: How does the company view the internal combustion engine business? - Management sees potential growth in the internal combustion engine market and is investing in infrastructure to support this segment [145]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 1-1373 MODINE MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) Wisconsin 39-0482000 (State or ot ...

Financial Performance - Q4 FY23 - Net sales increased to $618.1 million, up 8% year-over-year[27] - Adjusted EBITDA grew by 16% to $65.5 million, with a margin improvement of 70 bps to 10.6%[27] - Adjusted EPS increased by 18% year-over-year to $0.67[27] Financial Performance - Fiscal Year 2023 - Net sales reached $2.3 billion, a 12% increase[8] - Adjusted EBITDA increased by 34% to $212.1 million[8] - Free cash flow was $56.8 million, up by $85.6 million[8] - Adjusted EPS increased by 59% to $1.95[8] Segment Performance - Climate Solutions - Fiscal Year 2023 net sales were $1.0 billion, up 11%[10] - Fiscal Year 2023 adjusted EBITDA was $148.0 million, up 49%[10] - Data Centers revenue increased by 60% due to product expansions in North America[10] - Adjusted EBITDA margin improved by 370 bps to 14.6%[10] Segment Performance - Performance Technologies - Q4 FY23 net sales increased by 13% to $364.1 million[91] - Adjusted EBITDA increased by 51% to $33.3 million, with a margin of 9.1%[17, 92] Fiscal Year 2024 Outlook - Net sales are projected to grow by 4% to 10%, reaching $2.4 billion to $2.5 billion[38] - Adjusted EBITDA is expected to be between $240 million and $260 million, a 13% to 23% increase[38]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 1-1373 MODINE MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) (State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1500 DeKoven Avenue, Racine, Wisconsin 5 ...

☑ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K Commission file number 1-1373 MODINE MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) Wisconsin 39-0482000 (State or ot ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-1373 MODINE MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) Wisconsin 39-0482000 (State or other jurisdiction of incorporation or organization ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 1-1373 MODINE MANUFACTURING COMPANY (Exact name of registrant as specified in its charter) Wisconsin 39-0482000 ...