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Acquisitions and Dispositions | 12 Months Ended
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Mar. 31, 2025
Acquisitions and Dispositions. |
Acquisitions and Dispositions | Note 2: Acquisitions and Dispositions Acquisition of Scott Springfield Mfg. Inc. On March 1, 2024, the Company acquired all of the issued and outstanding shares in the capital of Scott Springfield Mfg. Inc. (“Scott Springfield Manufacturing”) for consideration totaling $184.1 million. Upon finalization of the working capital adjustment during fiscal 2025, the Company paid an additional $2.4 million to the seller. Based in Calgary, Canada, Scott Springfield Manufacturing is a leading manufacturer of air handling units to customers in the data center, telecommunications, healthcare, and aerospace markets. This acquisition expanded the Company’s product offerings and customer base in the high-growth data center and indoor air quality markets in the U.S. and Canada. Since the date of the acquisition, the Company has reported the financial results of the Scott Springfield Manufacturing business within the Climate Solutions segment. For fiscal 2024 and 2025, the Company included net sales of $7.9 million and $241.7 million, respectively, within its consolidated statements of operations attributable to Scott Springfield Manufacturing. During fiscal 2024 and 2025, the Company recorded $2.1 million and $0.4 million, respectively, of costs directly related to the acquisition and integration of Scott Springfield Manufacturing as SG&A expenses within its consolidated statements of operations. The fiscal 2024 costs principally consisted of fees for i) transaction advisors, ii) legal, accounting, and other professional services, and iii) incremental costs directly associated with integration activities. The fiscal 2025 costs principally consisted of costs associated with integration activities. In addition, the Company charged $1.6 million to cost of sales during both fiscal 2024 and 2025 in connection with an inventory fair value adjustment. The Company completed its accounting for the acquisition of Scott Springfield Manufacturing during fiscal 2025 and allocated the purchase price of $184.1 million to the identifiable tangible and intangible assets acquired and the liabilities assumed based upon their estimated fair values as of the acquisition date. The Company allocated the excess of the purchase price over the net assets recognized to goodwill in the amount of $72.6 million, none of which is expected to be deductible for income tax purposes. During the first quarter of fiscal 2025, the Company completed its market and trade name analyses and recorded a measurement period adjustment to reduce the fair value of the trade name intangible asset by $9.6 million. This adjustment resulted in a corresponding decrease in the deferred income tax liability of $2.2 million and a $7.4 million increase to the $65.2 million of goodwill preliminarily recorded as of March 31, 2024. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the acquisition includes Scott Springfield Manufacturing’s workforce and anticipated future revenue and cost synergies. ​ The Company’s purchase price allocation for its acquisition of Scott Springfield Manufacturing was as follows:
​ | ​ | ​ | ​
Cash and cash equivalents |  | $ | 0.3
Trade accounts receivable | ​ |  | 27.5
Inventories | ​ |  | 20.9
Property, plant and equipment | ​ |  | 6.0
Intangible assets | ​ |  | 92.7
Goodwill | ​ |  | 72.6
Other assets | ​ |  | 4.0
Accounts payable | ​ |  | (8.6)
Accrued compensation and employee benefits | ​ |  | (1.3)
Deferred income taxes | ​ |  | (22.2)
Other liabilities | ​ |  | (7.8)
Purchase price | ​ | $ | 184.1
​ ​ The following unaudited supplemental pro forma information presents the Company’s consolidated results of operations as though the acquisition of Scott Springfield Manufacturing had occurred at the beginning of fiscal 2023. This pro forma financial information is presented for illustrative purposes only and is not considered to be indicative of the operating results that would have been achieved had the acquisition been completed as of the date indicated or the operating results that may be obtained in the future. ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Years ended March 31,
​ |  | 2024 |  | 2023
Net sales | ​ | $ | 2,507.5 | ​ | $ | 2,346.2
Net earnings attributable to Modine | ​ |  | 165.3 | ​ |  | 127.3
​ The supplemental pro forma financial information above is based upon the Company’s historical results and the historical results of Scott Springfield Manufacturing, which have been translated from Canadian dollars to U.S. dollars using the historical average foreign exchange rates. The proforma information includes adjustments for: (i) annual amortization and depreciation expense totaling approximately $19.0 million for fiscal 2023 and approximately $8.0 million for fiscal 2024 for acquired tangible and intangible assets, (ii) estimated annual interest expense of approximately $6.0 million resulting from acquisition-related borrowings, and (iii) the estimated income tax impacts related to the pro forma adjustments, considering the statutory tax rates within Canada. In addition, the pro forma financial information assumes that both $2.0 million of acquisition-related transaction costs, not including costs for integration-related activities, and $3.2 million of inventory purchase accounting adjustments were incurred during fiscal 2023. The pro forma financial information does not reflect any expected revenue or cost synergies. Purchase of TMGcore, Inc. intellectual property In January 2024, the Company purchased intellectual property and other specific assets from TMGcore, Inc., a specialist in single- and two-phase liquid immersion cooling technology for data centers for $12.0 million. The Company allocated $11.4 million of the purchase price to acquired technology and the remaining $0.6 million to property, plant, and equipment. Acquisition of Napps Technology Corporation On July 1, 2023, the Company acquired substantially all of the net operating assets of Napps Technology Corporation (“Napps”), a Texas-based manufacturer of air- and water-cooled chillers, condensing units and heat pumps, for consideration totaling $5.8 million. The Company paid $4.8 million during fiscal 2024 and paid the remaining $1.0 million to the seller during fiscal 2025. The Company has reported the financial results of the Napps business within the Climate Solutions segment since the date of the acquisition. For fiscal 2024 and 2025, the Company included net sales of $4.5 million and $10.8 million, respectively, within its consolidated statements of operations attributable to Napps. Disposition of two coatings facilities In September 2023, the Company sold two coatings facilities, located in California and Florida, to Protecall, LLC. Sales from these two businesses, which provided aftermarket application services, totaled $6.4 million in fiscal 2023. As a result of this transaction, the Company wrote-off $0.7 million of goodwill attributable to the disposed businesses and recorded a gain on sale of less than $0.1 million during fiscal 2024. ​ ​ ​ ​ Disposition of Germany automotive businesses In October 2023, the Company sold three automotive businesses based in Germany (the “disposal group”) to affiliates of Regent, L.P. As a result of the sale, the Company recorded a $4.0 million gain on sale during fiscal 2024, primarily driven by the net liability position of the disposal group at the time of sale. In addition, the gain on sale included the write-off of $0.6 million of net actuarial gains related to the disposal group’s pension plans. The Company reported the $4.0 million gain on the gain on sale of assets line within the consolidated statement of operations. Prior to the disposition, the Company reported the financial results of the disposal group within its Performance Technologies segment. Net sales of the disposal group included within the Company’s consolidated statements of operations for fiscal 2024 and 2023 totaled $54.2 million and $79.0 million, respectively. Pending disposition of facilities in Germany In December 2024, the Company signed a definitive agreement to sell its technical service center and administrative support facility in Germany to a real estate investment firm for €11.5 million ($12.4 million). Earlier in fiscal 2025, the Company closed the technical service center and reduced headcount in light of the sale of three automotive businesses in Germany during fiscal 2024. The Company expects the sale transaction will close during the first half of fiscal 2026, subject to remaining closing conditions. The Company expects to record a gain on sale, net of costs to sell, of approximately $3.0 million when the transaction is completed. As of March 31, 2025, the Company classified $8.2 million of building and related assets expected to transfer to the buyer as held for sale and presented them within other current assets on its consolidated balance sheet. ​ Fiscal 2026 acquisition of AbsolutAire, Inc. On April 1, 2025, the Company acquired substantially all of the net operating assets of AbsolutAire, Inc. (“AbsolutAire”). The Company paid $11.2 million upon transaction closing. The final purchase price is pending and may be adjusted for net working capital. AbsolutAire is a Michigan-based manufacturer of direct-fired heating, ventilation, and make-up air systems. This acquisition supports the Company’s growth strategy by expanding its heating and indoor air quality product portfolios and also broadens its customer base in the commercial, industrial, food service, and warehousing sectors. AbsolutAire had annual sales of approximately $25.0 million in 2024 and will be reported within the Company’s Climate Solutions segment beginning in the first quarter of fiscal 2026.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent + Details
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