SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 26, 1995
-------------
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 (I.R.S. Employer
or organization) Identification No.)
1500 DeKoven Avenue, Racine, Wisconsin 53403-2552
--------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 636-1200
--------------
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at August 7, 1995
------------------------------ -----------------------------
Common Stock, $0.625 Par Value 29,645,517
<PAGE>
MODINE MANUFACTURING COMPANY
INDEX
PART I. FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements
Consolidated Balance Sheets -
June 26 and March 31, 1995 3
Consolidated Statements of Earnings -
For the Three Months Ended
June 26, 1995 and 1994 4
Consolidated Statements of Cash Flows -
For the Three Months Ended June 26,
1995 and 1994 5
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis
of Results of Operations and Financial
Condition 8-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11-12
Item 6. Exhibits and Reports on Form 8-K 13-14
Signatures 15
<PAGE>
<TABLE>
MODINE MANUFACTURING COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except per-share amounts)
June 26, 1995 and March 31, 1995
(Unaudited)
<CAPTION>
June 26, 1995 March 31, 1995
------------- --------------
<S> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents $ 35,952 $ 32,691
Trade receivables, less allowance for
doubtful accounts of $6,536 and $6,424 150,640 145,231
Inventories 139,179 136,114
Deferred income taxes and other current
assets 24,511 26,346
-------- --------
Total current assets 350,282 340,382
======== ========
Other assets:
Property, plant, and equipment - net 177,852 170,872
Investment in affiliates 9,285 8,016
Intangible assets, less accumulated
amortization of $7,779 and $7,564 34,661 34,090
Deferred charges and other noncurrent
assets 37,894 36,827
-------- --------
Total other assets 259,692 249,805
-------- --------
Total assets $609,974 $590,187
======== ========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
----------------------------------------
<S> <C> <C>
Current liabilities:
Short-term debt $ 17,322 $ 13,565
Long-term debt - current portion 39,283 10,853
Accounts payable 70,018 74,194
Accrued compensation and employee benefits 42,002 38,285
Income taxes 10,903 7,004
Accrued expenses and other current
liabilities 22,128 25,748
-------- --------
Total current liabilities 201,656 169,649
-------- --------
Other liabilities:
Long-term debt 37,247 62,220
Deferred income taxes 13,022 12,958
Other noncurrent liabilities 37,964 37,088
-------- --------
Total other liabilities 88,233 112,266
-------- --------
Total liabilities 289,889 281,915
-------- --------
<PAGE>
Shareholders' investment:
Preferred stock, $0.025 par value,
authorized 16,000 shares, issued -
none - -
Common stock, $0.625 per value,
authorized 80,000 shares, issued
30,342 shares 18,964 18,964
Additional paid-in capital 8,853 7,897
Retained earnings 307,923 296,614
Foreign currency translation adjustment 7,303 5,159
Treasury stock at cost: 679 and 642
shares, respectively (19,543) (16,669)
Restricted stock - unamortized value (3,415) (3,693)
-------- --------
Total shareholders' investment 320,085 308,272
-------- --------
Total liabilities and shareholders'
investment $609,974 $590,187
======== ========
<FN>
(See accompanying notes to consolidated financial statements.)
</TABLE>
<PAGE>
<TABLE>
MODINE MANUFACTURING COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended June 26, 1995 and 1994
(In thousands, except per-share amounts)
(Unaudited)
<CAPTION>
Three months ended June 26
---------------------------
1995 1994
------------ -----------
<S> <C> <C>
Net sales $239,216 $208,436
Cost of sales 178,334 149,947
-------- --------
Gross profit 60,882 58,489
Selling, general, and administrative expenses 35,467 34,257
-------- --------
Income from operations 25,415 24,232
Non-operating income 2,558 2,044
Interest expense (1,627) (1,769)
Non-operating expense (1,308) (964)
-------- --------
Earnings before income taxes 25,038 23,543
Provision for income taxes 9,055 8,713
-------- --------
Net earnings $ 15,983 $ 14,830
======== ========
Net earnings per share of common stock* $0.52 $0.49
======== ========
Dividends per share $0.15 $0.13
======== ========
Average common shares and common share
equivalents outstanding 30,592 30,523
======== ========
<FN>
(See accompanying notes to consolidated financial statements.)
*(See Exhibit 11 for computation of earnings per share.)
</TABLE>
<PAGE>
<TABLE>
MODINE MANUFACTURING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Three Months Ended June 26, 1995 and 1994
(Unaudited)
<CAPTION>
Three months ended June 26
--------------------------
1995 1994
---------- ----------
<S> <C> <C>
Net cash provided by operating activities $ 23,168 $ 12,377
Cash flows from investing activities:
Expenditures for property, plant, and equipment (10,018) (5,010)
Acquisitions, net of cash acquired (7,229) -
Proceeds from dispositions of assets 715 135
Other - net (58) 205
-------- --------
Net cash (used for) investing activities (16,590) (4,670)
Cash flows from financing activities:
Increase/(decrease) in short-term debt - net 2,563 (7,001)
Additions to long-term debt 2,226 -
Reductions of long-term debt (200) (262)
Issuance of common stock, including treasury
stock 1,008 1,544
Purchase of treasury stock (4,461) (793)
Cash dividends paid (4,453) (3,855)
-------- --------
Net cash (used for) financing activities (3,317) (10,367)
-------- --------
Net increase/(decrease) in cash and cash
equivalents 3,261 (2,660)
Cash and cash equivalents at beginning of period 32,691 38,523
-------- --------
Cash and cash equivalents at end of period $ 35,952 $ 35,863
======== ========
<FN>
(See accompanying notes to consolidated financial statements.)
</TABLE>
<PAGE>
MODINE MANUFACTURING COMPANY
----------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
1. The amounts of raw material, work in process and finished
goods cannot be determined exactly except by physical
inventories. Based on partial interim physical inventories
and percentage relationships at the time of complete
physical inventories, Management believes the amounts shown
below are reasonable estimates of raw material, work in
process and finished goods.
(In Thousands)
------------------------------------------------------------
June 26, 1995 March 31, 1995
------------------------------------------------------------
Raw materials $ 37,823 $ 37,279
Work in process 40,829 40,879
Finished goods 60,527 57,956
-------- --------
Total inventories $139,179 $136,114
======== ========
2. Property, plant, and equipment is composed of:
(In Thousands)
------------------------------------------------------------
June 26, 1995 March 31, 1995
------------------------------------------------------------
Gross, property,
plant & equipment $404,505 $386,518
Less accumulated
depreciation (226,653) (215,646)
-------- --------
Net property,
plant & equipment $177,852 $170,872
======== ========
3. Recent developments concerning legal proceedings reported in
the Company's Form 10K report for the year ended March 31,
1995, are updated in Part II Other Information Item 1. Legal
Proceedings. While the outcome of these proceedings is
uncertain, in the opinion of the Company's management, any
liabilities that may result from such proceedings are not
reasonably likely to have a material effect on the Company's
consolidated financial position.
4. On May 3, 1995, the Company announced a letter of intent had
been signed with National Tube Holding Company, Inc. of
Birmingham, Alabama for the acquisition of Modine's copper
extrusion business in Dowagiac, Michigan. The purchase is
subject to the approval of the Board of Directors of both
companies and the finalization of a definitive agreement.
<PAGE>
Any resultant gain or loss that may result from the sale
cannot be determined at this time. The acquisition is
expected to close by the end of September 1995.
5. On May 24, 1995, Modine acquired its partner's 57-percent
ownership in the joint-venture company Radinam S.A., which
owns Mexpar (Manufacturera Mexicana de Partes de Automoviles
S.A. de C.V.), a radiator manufacturer in Mexico City. The
purchase price for the remaining 57-percent was not material
to the consolidated financial statements.
6. On July 17, 1995, the Company announced the completion of
the Signet acquisition, effective with the close of business
July 31, 1995. The cash purchase from The Equion Corporation
was valued at approximately $54 million, subject to possible
further post-closing adjustments. The Company also assumed
certain liabilities as part of the acquisition. The
acquisition will be accounted for using the "purchase
method." The purchase price will be financed with available
cash, a portion of a new $25 million multicurrency unsecured
revolving credit arrangement through an international bank,
and $5.0 million in promissory notes with the seller. Signet
is a full-service supplier of climate-control systems and
components to the automotive, truck, and off-highway vehicle
markets both in North America and Europe. The acquisition
includes Signet's main plant in Harrodsburg, Kentucky; a
recently acquired operation in Goch, Germany; and a sales
and engineering office in Detroit, Michigan.
7. The accompanying consolidated financial statements, which
have not been audited by independent certified public
accountants, were prepared in conformity with generally
accepted accounting principles and such principles were
applied on a basis consistent with the preparation of the
consolidated financial statements in the Company's March 31,
1995 Annual Report filed with the Securities and Exchange
Commission. The financial information furnished includes
all normal recurring accrual adjustments which are, in the
opinion of Management, necessary for a fair statement of
results for the interim period. Results for the first three
months of fiscal 1996 are not necessarily indicative of the
results to be expected for the full year.
8. Certain notes and other information have been condensed or
omitted from these interim financial statements which
consolidate both domestic and foreign wholly-owned
subsidiaries. Therefore, such statements should be read in
conjunction with the consolidated financial statements and
related notes contained in the Company's 1995 Annual Report
to stockholders which statements and notes were incorporated
by reference in the Company's Form 10-K Report for the year
ended March 31, 1995.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
The following discussion and analysis provides information which
management believes is relevant to an assessment and
understanding of the Company's consolidated results of operations
and financial condition. This discussion should be read in
conjunction with the consolidated financial statements and notes
thereto.
RESULTS OF OPERATIONS
---------------------
Comparison of the First Quarter of 1995-96 with the First Quarter
-----------------------------------------------------------------
of 1994-95
----------
Net sales for the first quarter of fiscal 1995-96 were a record
$239.2 million, up 14.8% from the $208.4 million reported in the
first quarter of last year.
Worldwide shipments grew the most in the passenger-car and light
truck market, with the largest growth in sales to European customers.
Sales to the off-highway markets had the second biggest gain, with
large percentage increases in both the agricultural and construction
equipment segments in North America and Europe. Worldwide aftermarket
business declined slightly, primarily due to unseasonably cool weather
in most of North America this spring.
Gross margin declined 2.6%, as a percent of sales, over the first
quarter of the previous year to 25.5% from 28.1%. Higher costs
of two major component metals, copper and aluminum, in comparison
to a year ago, continue to have a dampening effect upon gross margins.
Continued sales growth at the Company's recent European acquisitions,
which are generating lower gross margins than those generally earned
domestically, also contributed to the decline.
Selling, general and administrative expenses increased just 3.5%
over last year's first quarter while declining 1.7% as a percent of
sales. The largest item contributing to the overall dollar increase
was higher personnel costs associated with normal inflation.
Outstanding debt levels rose slightly while interest expense
declined from a year ago. The lower interest expense can be
attributed in part to a continuing reduction in higher rate
domestic debt through normally scheduled repayments. Net non-
operating income improved marginally.
The effective tax rate decreased by 0.8% when compared to the
same period last year.
Net earnings for the first quarter were a record $16.0 million or
$.52 per share, up 7.8% from last year's $14.8 million, or $.49
per share.
<PAGE>
Outlook for the Remainder of the Year
-------------------------------------
The Company reaffirmed its earlier forecast of a 10- to 15
percent increase in sales for the fiscal year ending in March of
1996. The Company anticipates earnings growth in the 5- to 10
percent range. Variables influencing earnings include: raw
material costs, the level of improvement in the cost structures
in some European operations, foreign exchange rates, and the
underlying strength of the U.S. economy.
FINANCIAL CONDITION
-------------------
Comparison between June 26, 1995 and March 31, 1995
---------------------------------------------------
Current Assets
--------------
Cash and cash equivalents increased by $3.3 million to a total of
$36.0 million. The Company's primary sources of liquidity and
capital resources were cash provided by operations and the use of
available borrowing facilities.
Net trade receivables increased $5.4 million primarily from
stronger sales volume and normal seasonal marketing programs.
Inventory levels increased by $3.1 million primarily in the
heating division in preparation for the upcoming heating season
and in Europe, where inclusion of the Radiadores Montana S.A.
acquisition contributed a large portion of the increase. These
increases were partially offset by reduction programs.
Deferred income taxes and other current assets decreased $1.8
million due to: normal changes in timing and level of operating
activity led to a reduction in foreign currency contracts used to
hedge foreign denominated accounts receivables from overseas
customers; and a reduction in a non-trade receivable also
contributed to the decrease shown during the quarter.
Working capital decreased approximately 13% to $148.6 million
from $170.7 million and the current ratio decreased to 1.7 to 1
from 2.0 to 1. A number of categories experienced changes, but
the largest item in the overall decrease was reclassification of
a major long-term borrowing arrangement at a German subsidiary as
it moved to within one year of its maturity.
Property, Plant and Equipment
-----------------------------
Net property, plant and equipment increased $7.0 million to
$177.9 million as capital expenditures and foreign currency
translations exceeded depreciation and retirements. Outstanding
material commitments for capital expenditures were $18.5 million
at June 26, 1995 compared to $13.6 million at March 31, 1995.
Most of the commitments relate to plant expansions, process
improvements, tooling for new products and various new equipment.
About $8.2 million of the outstanding commitments cover facility
<PAGE>
improvements and equipment upgrades for the Langerer & Reich
locations. The outstanding domestic commitments and pending
building purchase discussed in the footnotes will be financed
through internally generated cash. Commitments overseas will be
financed by cash generated through operations and additional
borrowing in Europe.
Deferred Charges and Other Assets
---------------------------------
Deferred charges and other assets increased $1.1 million. The
net increase is primarily the result of continuing recognition
of the surplus in the Company's overfunded pension plans.
Current Liabilities
-------------------
Accounts payable and various accrued expenses decreased $4.1
million as a result of normal differences in the level of
operating activity. Accrued income taxes increased $3.9 million
as pretax earnings and the timing of estimated tax payments were
the primary items contributing to the change.
Debt
----
Outstanding debt increased by $7.2 million from March 31, 1995.
Nearly half of that increase was in short-term debt at
subsidiaries in Germany and the Netherlands. Long-term debt
increased in conjunction with the acquisition of Radiadores
Montana S.A. The composition of long-term debt became more
current as a major revolver at our German subsidiary moved within
one year of maturing. Exchange rate fluctuations experienced
during the quarter also contributed to the overall increase in
debt. Available lines of credit decreased $3.7 million during
the quarter with the utilization of revolver capacity for the
Radiadores Montana S.A. acquisition. The remaining unused bank
lines of credit at June 26, 1995 were $17 million. Total debt to
equity remained below 30% during the quarter.
In July 1995, the Company entered into a new $25 million multi-
currency unsecured credit agreement. A portion of these funds,
together with available cash and promissory notes were used to
provide funding for the Signet acquisition.
Shareholders' Investment
------------------------
Total shareholders' investment increased by $11.8 million to a
total of $320.1 million. The net increase resulted primarily
from record quarterly net earnings of $16.0 million. The value
of the dollar continued to decline during the quarter resulting
in a favorable foreign currency translation impact of $2.1
million. Dividends paid to shareholders of $4.5 million, net
treasury stock purchases of $2.9 million; and other minor changes
to the capital accounts also contributed to the change.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
In the normal course of business, the Company and its
subsidiaries are named as defendants in various lawsuits and
enforcement proceedings by private parties, the Occupational
Safety and Health Administration, the Environmental Protection
Agency, other governmental agencies, and others in which claims,
such as personal injury, property damage, or antitrust and trade
regulation issues, are asserted against the Company. While the
outcome of these proceedings is uncertain, in the opinion of the
Company's Management and counsel, any liabilities that may result
from such proceedings are not reasonably likely to have a
material effect on the Company's liquidity, financial condition
or results of operations. Many of the pending damage claims are
covered by insurance and, in addition, the Company from time to
time establishes reserves for uninsured liabilities.
The Mitsubishi and Showa Litigation
-----------------------------------
In November 1991, the Company filed a lawsuit in the Federal
District Court in Milwaukee, Wisconsin against Mitsubishi Motor
Sales of America, Inc. and Showa Aluminum Corporation, alleging
infringement of the Company's Patent No. 4,998,580 on parallel-
flow air-conditioning condensers. The suit seeks an injunction
to prohibit continued infringement and accounting for damages, a
trebling of such damages for willful infringement, and
reimbursement of attorneys' fees. In December of 1991, the
Company submitted a complaint to the U. S. International Trade
Commission (ITC) requesting that the ITC ban the import and sale
of parallel-flow air-conditioning condensers and systems or
vehicles that contain them, which are the subject of the
aforementioned lawsuit. In July 1993, the ITC reversed an
earlier ruling by a hearing officer and upheld, as valid and
enforceable, the Company's 4,998,580 patent on parallel-flow air-
conditioning condensers. The ITC also ruled that specific
condensers from the two Japanese companies did not infringe the
Company's patent. Each of the parties appealed to the U.S. Court
of Appeals for the Federal Circuit the portion of the ITC opinion
adverse to them. In July of 1994, Showa filed a lawsuit against
the Company in the Federal District Court in Columbus, Ohio
alleging infringement by the Company of Showa's patents
pertaining to double circuit condensers and baffles therefor (In
June, 1995, the Company filed a motion for partial summary
judgment against such lawsuit). In December of 1994, the Company
filed another lawsuit against Mitsubishi Motor Sales of America,
Inc. and Showa Aluminum Corporation in the Federal District Court
in Milwaukee, Wisconsin pertaining to the Company's newly-issued
Patent No. 5,372,188 also pertaining to parallel-flow air-
conditioning condensers. All legal and court costs associated
with these cases have been expensed as they were incurred.
The McHenry EPA Litigation
--------------------------
In June 1991, the U.S. Department of Justice, acting at the
request of the federal Environmental Protection Agency (EPA),
<PAGE>
filed suit against the Company in the U.S. District Court for
the Northern District of Illinois. The complaint alleged
violations of the federal Clean Water Act at a manufacturing
facility owned by the Company in McHenry, Illinois. The alleged
violations consisted of effluent discharges in excess of
permitted amounts and noncompliance with reporting and
monitoring requirements. Settlement negotiations have resulted
in an agreement whereby the company has paid a fine of $750,000
and agreed to change the effluent discharge system. Full
reserves were established in fiscal 1993 for the fine and the
$1,300,000 necessary for pond sludge removal. All legal and
court costs associated with the case have been expensed as they
were incurred.
Other previously reported legal proceedings have been settled or
the issues resolved so as to not merit further reporting.
Item 5. Other Events.
The Company has completed the acquisition of Signet Systems division,
effective at the close of business July 31. The cash purchase from
The Equion Corporation was valued at approximately $54 million,
subject to possible further post-closing adjustments. The Company
also assumed certain liabilities as part of the acquisition. A
total of 418 Signet employees are located at its main plant in
Harrodsburg, Kentucky; at a recently acquired operation in Goch,
Germany; and at a sales and engineering office in Detroit, Michigan.
Signet is a full-service supplier of climate-control systems and
components to the automotive, truck, and off-highway vehicle markets
both in North America and Europe.
On May 3, 1995, National Tube Holding Company, Inc., of
Birmingham, Alabama, and Modine announced a letter of intent for
the acquisition of Modine's copper tubing manufacturing business
and assets located in Dowagiac, Michigan, by National Tube. The
purchase is subject to the approval of the boards of directors
of both companies and the finalization of a definitive
agreement. The acquisition is expected to close by the end of
September.
The Company has submitted a letter of intent to purchase an
existing, new building in the Northpoint Industrial Park,
Blythewood, South Carolina, near Columbia. The transaction is
subject to reaching final agreement on the conditions of
purchase. The 103,000-sq. ft. building, on a 20-acre parcel,
will be equipped to manufacture PF (parallel-flow) oil coolers
for vehicles. The plant is scheduled to begin production in mid-
1996 and will employ about 100 people within a year after
startup. The new plant will enable Modine to eliminate
excessive production loads and the related premium costs at
current U.S. plants that make PF products. In addition, it will
give Modine the ability to support the expanding use of PF
products in more applications and by more customers.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
--------
The following exhibits are included for information only unless
specifically incorporated by reference in this report:
Reference Number
per Item 601 of
Regulation S-K Page
-------------- ----
4(a) Rights Agreement dated as of October 16, 1986
between the Registrant and First Chicago Trust
Company of New York (Rights Agent) (filed by
reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31, 1992).
4(b)(i) Rights Agreement Amendment No. 1 dated as of
January 18, 1995 between the Registrant and First
Chicago Trust Company of New York (Rights Agent)
(filed by reference to the exhibit contained within
the Registrant's Current Report on Form 8-K dated
January 13, 1995.)
4(b)(ii) Rights Agreement Amendment No. 2 dated as of
January 18, 1995 between the Registrant and
First Chicago Trust Company of New York (Rights
Agent) (filed by reference to the exhibit
contained within the Registrant's Current
Report on Form 8-K dated January 13, 1995.)
Note: The amount of long-term debt authorized under
----
any instrument defining the rights of holders of
long-term debt of the Registrant, other than as
noted above, does not exceed ten percent of the total
assets of the Registrant and its subsidiaries on a
consolidated basis. Therefore, no such instruments are
required to be filed as exhibits to this Form 10-K.
The Registrant agrees to furnish copies of such
instruments to the Commission upon request.
11* Computation of per share earnings 16
27* Financial Data Schedule (electronic transmission only)
*Filed herewith.
(b) Reports on Form 8-K:
-------------------
Subsequent to the end of the quarter, the Company filed a Form 8-K to
report the acquisition of the Signet Systems division from The Equion
Corporation and certain liabilities relating thereto, pursuant to an Asset
Purchase Agreement effective as of July 31, 1995. This Report is dated
July 31, 1995. The Company anticipates that any required financial state-
ments or pro-forma financial information will be filed under the cover of
Form 8-K/A not later than 60 days after the date, the Form 8-K was filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
MODINE MANUFACTURING COMPANY
(Registrant)
By: A. D. REID
---------------------------------------
A. D. Reid, Vice President,
Finance and Chief Financial Officer
(Principal Financial Officer)
Date: August 8, 1995 By: W. E. PAVLICK
---------------------------------------
W. E. Pavlick, Senior Vice President,
General Counsel and Secretary
<PAGE>
<TABLE>
EXHIBIT 11
MODINE MANUFACTURING COMPANY
COMPUTATION OF PER SHARE EARNINGS
(In thousands, except per share amounts)
<CAPTION>
Three months ended June 26
---------------------------
1995 1994
---------- ----------
<S> <C> <C>
Primary
Weighted average shares outstanding 29,680 29,635
Share equivalents for period prior to
exercise (options exercised) 28 8
Net shares issuable, assuming exercise
of options using average market price
and employing the treasury stock method 884 880
------- -------
Average common share and common
share equivalents 30,592 30,523
======= =======
Net earnings for the period $15,983 $14,830
======= =======
Net earnings per share of common stock $0.52 $0.49
======= =======
Fully Diluted
Weighted average shares outstanding 29,680 29,635
Share equivalents for period prior to
exercise (options exercised) 28 8
Net shares issuable, assuming exercise
of options using ending market price
(unless antidilutive) and employing
the treasury stock method 939 880
------- -------
Average common share and common
share equivalents 30,647 30,523
======= =======
Net earnings for the period $15,983 $14,830
======= =======
Net earnings per share of common stock $0.52 $ 0.49
======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT
OF EARNINGS FOR THE PERIOD ENDING 6/26/95 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> JUN-26-1995
<CASH> 35,952
<SECURITIES> 0
<RECEIVABLES> 157,176
<ALLOWANCES> 6,536
<INVENTORY> 139,179
<CURRENT-ASSETS> 350,282
<PP&E> 404,505
<DEPRECIATION> 226,653
<TOTAL-ASSETS> 609,974
<CURRENT-LIABILITIES> 201,656
<BONDS> 37,247
<COMMON> 18,964
0
0
<OTHER-SE> 301,121
<TOTAL-LIABILITY-AND-EQUITY> 609,974
<SALES> 239,216
<TOTAL-REVENUES> 239,216
<CGS> 178,334
<TOTAL-COSTS> 178,334
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,627
<INCOME-PRETAX> 25,038
<INCOME-TAX> 9,055
<INCOME-CONTINUING> 15,983
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,983
<EPS-PRIMARY> 0.52
<EPS-DILUTED> 0.52
</TABLE>
