MODINE MANUFACTURING CO 8-K
PositiveNew guidanceDeal pendingEarnings
Proposed Performance Technologies spin-off and Gentherm combination would leave Modine as a pure-play Climate Solutions business.
Filed 2026-02-17 06:10 ET
- 7.01 Regulation FD Disclosure
- 9.01 Financial Statements and Exhibits
Summary
Investor presentation outlining Modine’s proposed Performance Technologies spin-off and combination with Gentherm, alongside FY2026 outlook. The Reverse Morris Trust transaction is expected to close in Q4 2026, subject to shareholder, financing, tax and regulatory conditions. Modine describes the remaining company as a pure-play Climate Solutions business.
Key Figures
| Metric | FY2025 | FY2024 | Y/Y |
|---|---|---|---|
| Revenue | $2.58B | $2.41B | +7.3% |
| Net earnings (GAAP) | $186M | $163M | +13.5% |
| Adjusted EBITDA (non-GAAP) | $392M | $314M | +24.7% |
| Operating cash flow | $213M | $215M | -0.6% |
| Free cash flow (non-GAAP) | $129M | $127M | +1.9% |
- Transaction value: ≈$1.0B, or ≈6.8x LTM 9/30/2025 post-synergy adjusted EBITDA. Modine would receive a $210M cash distribution, subject to adjustment; Modine shareholders would receive ≈$790M in Gentherm stock.
- Ownership after closing: Modine shareholders would own 40% of the combined company and retain 100% ownership of Modine’s Climate Solutions businesses; Gentherm shareholders would own 60%, subject to adjustment.
- Expected transaction effects: EPS accretive by Year 2 and combined-company pro forma net leverage of ≈1.0x. The transaction is intended to be tax-free for Modine and its shareholders.
- Modine plans $100M of incremental data-center capacity expansion capital spending in FY2026 and FY2027; the presentation attributes lower FY2026 free cash flow to this investment.
Guidance
| Metric | Period | Guidance | Prior | Direction |
|---|---|---|---|---|
| Sales growth Y/Y | FY2026 | +20% to +25% | — | — |
| Adjusted EBITDA (non-GAAP) | FY2026 | $455M-$475M | — | — |
| Free cash flow as % of net sales (non-GAAP) | FY2026 | +0% to +1% | — | — |
| Interest expense | FY2026 | ≈$30M-$34M | — | — |
| Provision for income taxes | FY2026 | ≈$72M-$76M | — | — |
| Depreciation and amortization expense | FY2026 | ≈$77M-$82M | — | — |
Investor Takeaways
- Watch for Gentherm shareholder approval, SpinCo financing, tax and regulatory conditions ahead of the expected Q4 2026 closing.
- FY2026 sales growth and adjusted EBITDA versus guidance will indicate whether Modine’s growth outlook is tracking; free cash flow will also reflect the planned data-center capacity investment.
The summary is written by an AI model reading the filing.
Model 005 · prompt 01d34d48e3