hi-20201231

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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, 2020

☐ 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. 001-33794

HILLENBRAND, INC.

(Exact name of registrant as specified in its charter)


Indiana		26-1342272
(State of incorporation)		(I.R.S. Employer Identification No.)

One Batesville Boulevard
Batesville	IN	47006
(Address of principal executive offices)		(Zip Code)

(812) 934-7500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, without par value

New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 75,052,673 shares of common stock, no par value per share, outstanding as of January 28, 2021.

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HILLENBRAND, INC.

INDEX TO FORM 10-Q


		Page
	PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Consolidated Statements of Operations for the Three Months Ended December 31, 2020 and 2019	2

	Consolidated Statements of Comprehensive Income for the Three Months Ended December 31, 2020 and 2019	3

	Consolidated Balance Sheets at December 31, 2020 and September 30, 2020	4

	Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2020 and 2019	5

	Consolidated Statements of Shareholders’ Equity for the Three Months Ended December 31, 2020 and 2019	6

	Condensed Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	42

	PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 6.	Exhibits	43

SIGNATURES

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PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Hillenbrand, Inc.

Consolidated Statements of Operations (Unaudited)

(in millions, except per share data)


	Three Months Ended December 31,
	2020		2019
Net revenue	$	692.5	$	566.9
Cost of goods sold	448.3		395.1
Gross profit	244.2		171.8
Operating expenses	131.6		157.4
Amortization expense	13.6		14.8
Gain on divestiture	(31.6)		—
Interest expense	21.2		14.7
Other (expense) income, net	(0.4)		1.9
Income (loss) before income taxes	109.0		(13.2)
Income tax expense (benefit)	31.3		(12.4)
Consolidated net income (loss)	77.7		(0.8)
Less: Net income attributable to noncontrolling interests	1.3		2.3
Net income (loss) attributable to Hillenbrand	$	76.4	$	(3.1)

Net income (loss) attributable to Hillenbrand — per share of common stock:
Basic earnings (loss) per share	$	1.01	$	(0.05)
Diluted earnings (loss) per share	$	1.01	$	(0.05)
Weighted average shares outstanding (basic)	75.3		68.4
Weighted average shares outstanding (diluted)	75.5		68.4

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

(in millions)


	Three Months Ended December 31,
	2020		2019
Consolidated net income (loss)	$	77.7	$	(0.8)
Changes in other comprehensive income, net of tax
Currency translation adjustment	59.3		17.3
Pension and postretirement (net of tax of $0.3 and $0.5)	1.2		1.1
Change in net unrealized gain on derivative instruments (net of tax of $0.3 and $0.2)	1.7		1.4

Total changes in other comprehensive income, net of tax	62.2		19.8
Consolidated comprehensive income	139.9		19.0
Less: Comprehensive income attributable to noncontrolling interests	1.4		2.2
Comprehensive income attributable to Hillenbrand	$	138.5	$	16.8

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Consolidated Balance Sheets

(in millions)


	December 31, 2020 (unaudited)		September 30, 2020
ASSETS
Current Assets
Cash and cash equivalents	$	265.8	$	302.2
Trade receivables, net	307.0		279.5
Receivables from long-term manufacturing contracts	158.9		138.1
Inventories, net	388.5		385.4

Prepaid expenses and other current assets	85.1		83.2
Current assets held for sale	150.0		181.3
Total current assets	1,355.3		1,369.7
Property, plant, and equipment, net	307.6		314.2
Operating lease right-of-use assets	153.0		154.4
Intangible assets, net	965.9		960.7
Goodwill	1,185.9		1,137.8
Other long-term assets	47.6		50.6
Total Assets	$	4,015.3	$	3,987.4

LIABILITIES
Current Liabilities
Trade accounts payable	$	274.2	$	271.6
Liabilities from long-term manufacturing contracts and advances	214.1		189.1
Current portion of long-term debt	28.1		36.3
Accrued compensation	80.8		96.1
Current liabilities held for sale	23.6		32.5
Other current liabilities	254.7		226.5
Total current liabilities	875.5		852.1
Long-term debt	1,368.3		1,516.3
Accrued pension and postretirement healthcare	171.8		166.8
Operating lease liabilities	119.9		120.9
Deferred income taxes	204.7		185.8
Other long-term liabilities	68.8		66.1
Total Liabilities	2,809.0		2,908.0

Commitments and contingencies (Note 15)

SHAREHOLDERS’ EQUITY
Common stock, no par value (75.8 and 75.8 shares issued, 75.1 and 74.8 shares outstanding)	—		—
Additional paid-in capital	717.2		723.6
Retained earnings	541.4		481.4
Treasury stock (0.7 and 1.0 shares)	(32.0)		(43.2)
Accumulated other comprehensive loss	(40.7)		(102.8)
Hillenbrand Shareholders’ Equity	1,185.9		1,059.0
Noncontrolling interests	20.4		20.4
Total Shareholders’ Equity	1,206.3		1,079.4

Total Liabilities and Shareholders’ Equity	$	4,015.3	$	3,987.4

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in millions)


	Three Months Ended December 31,
	2020		2019
Operating Activities
Consolidated net income (loss)	$	77.7	$	(0.8)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization	29.3		25.9

Gain on divestiture	(31.6)		—
Deferred income taxes	14.4		(29.0)
Amortization of deferred financing costs	1.7		0.5
Share-based compensation	4.2		2.3
Settlement of Milacron share-based equity awards	—		5.9
Trade accounts receivable and receivables from long-term manufacturing contracts	(32.8)		(9.4)
Inventories, net	(2.1)		26.3
Prepaid expenses and other current assets	(5.1)		14.5
Trade accounts payable	(5.5)		(1.8)
Liabilities from long-term manufacturing contracts and advances,
accrued compensation, and other current liabilities	9.3		(21.3)
Income taxes payable	8.1		6.5
Defined benefit plan and postretirement funding	(2.3)		(2.7)
Defined benefit plan and postretirement expense	0.8		1.5
Other, net	0.1		(0.6)
Net cash provided by operating activities	66.2		17.8

Investing Activities
Capital expenditures	(5.6)		(6.3)
Proceeds from sales of property, plant, and equipment	—		13.3

Acquisition of businesses, net of cash acquired	—		(1,503.1)
Proceeds from divestiture, net of cash divested	59.4		—

Net cash provided by (used in) investing activities	53.8		(1,496.1)

Financing Activities
Proceeds from issuance of long-term debt	—		725.0
Repayments on long-term debt	(220.0)		(9.1)
Proceeds from revolving credit facilities	226.0		747.5
Repayments on revolving credit facilities	(163.0)		(222.5)
Payment of deferred financing costs	—		(5.4)
Payments of dividends on common stock	(16.1)		(15.8)

Proceeds from stock option exercises	3.2		0.2
Payments for employee taxes on net settlement equity awards	(2.9)		(1.8)
Other, net	(1.3)		3.3
Net cash (used in) provided by financing activities	(174.1)		1,221.4

Effect of exchange rates on cash and cash equivalents	9.7		0.4

Net cash flows	(44.4)		(256.5)

Cash, cash equivalents, and restricted cash:
At beginning of period	311.8		399.4
At end of period	$	267.4	$	142.9

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts shown in the Consolidated Statements of Cash Flows:


	December 31, 2020		December 31, 2019
Cash and cash equivalents	$	265.8	$	142.4
Short-term restricted cash included in other current assets	1.6		0.5
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows	$	267.4	$	142.9

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Consolidated Statements of Shareholders’ Equity (Unaudited)

(in millions)




































	Three Months Ended December 31, 2020
	Shareholders of Hillenbrand, Inc.
	Common Stock	Additional Paid-in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares					Shares	Amount
Balance at September 30, 2020	75.8	$	723.6	$	481.4	1.0	$	(43.2)	$	(102.8)	$	20.4	$	1,079.4
Total other comprehensive income (loss), net of tax	—	—		—		—	—		62.1		0.1		62.2
Net income	—	—		76.4		—	—		—		1.3		77.7
Issuance/retirement of stock for stock awards/options	—	(10.9)		—		(0.3)	11.2		—		—		0.3
Share-based compensation	—	4.2		—		—	—		—		—		4.2

Dividends ($0.2150 per share)	—	0.3		(16.4)		—	—		—		(1.4)		(17.5)
Balance at December 31, 2020	75.8	$	717.2	$	541.4	0.7	$	(32.0)	$	(40.7)	$	20.4	$	1,206.3


	Three Months Ended December 31, 2019
	Shareholders of Hillenbrand, Inc.
	Common Stock	Additional Paid-in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares					Shares	Amount
Balance at September 30, 2019	63.9	$	345.3	$	599.5	1.2	$	(50.1)	$	(140.6)	$	15.7	$	769.8
Total other comprehensive income (loss), net of tax	—	—		—		—	—		19.9		(0.1)		19.8
Net (loss) income	—	—		(3.1)		—	—		—		2.3		(0.8)
Issuance/retirement of stock for stock awards/options	—	(6.1)		—		(0.1)	4.5		—		—		(1.6)
Share-based compensation	—	2.3		—		—	—		—		—		2.3
Dividends ($0.2125 per share)	—	0.1		(15.9)		—	—		—		(1.2)		(17.0)
Common stock issued to acquire Milacron (see Note 4)	11.9	371.3		—		—	—		—		—		371.3
Reclassification of certain income tax effects (1)	—	—		6.0		—	—		(6.0)		—		—
Balance at December 31, 2019	75.8	$	712.9	$	586.5	1.1	$	(45.6)	$	(126.7)	$	16.7	$	1,143.8

(1)Income tax effects of the Tax Act (as defined in Note 2) were reclassified from accumulated other comprehensive loss to retained earnings due to the adoption of ASU 2018-02. See Note 2 for more information.

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Condensed Notes to Consolidated Financial Statements (Unaudited)

(in millions, except share and per share data)

1.Background and Basis of Presentation

Hillenbrand, Inc. (the “Company” or “Hillenbrand”) is a global diversified industrial company with multiple leading brands that serve a wide variety of industries around the world. The Company strives to provide superior return for our shareholders, exceptional value for our customers, great professional opportunities for our employees, and to be responsible to our communities through deployment of the Hillenbrand Operating Model (“HOM”). The HOM is a consistent and repeatable framework designed to produce sustainable and predictable results. The HOM describes the Company’s mission, vision, values, and mindset as leaders; applies our management practices in Strategy Management, Segmentation, Lean, Talent Development, and Acquisitions; and prescribes three steps (Understand, Focus, and Grow) designed to make the Company’s businesses both bigger and better. The Company’s goal is to continue developing Hillenbrand as a world-class global diversified industrial company through the deployment of the HOM.

Hillenbrand’s portfolio is composed of three reportable operating segments: Advanced Process Solutions designs, develops, manufactures, and services highly engineered industrial equipment around the world. Molding Technology Solutions is a global leader in highly engineered and customized systems in plastic technology and processing. Batesville is a recognized leader in the death care industry in North America. “Hillenbrand,” the “Company,” “we,” “us,” “our,” and similar words refer to Hillenbrand and its subsidiaries unless context otherwise requires.

The accompanying unaudited Consolidated Financial Statements include the accounts of Hillenbrand and its subsidiaries. They also include two subsidiaries where the Company’s ownership percentage is less than 100%. The Company’s fiscal year ends on September 30. Unless otherwise stated, references to years relate to fiscal years.

These unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements and therefore do not include all information required in accordance with United States generally accepted accounting principles (“GAAP”). The unaudited Consolidated Financial Statements have been prepared on the same basis as, and should be read in conjunction with, the audited Consolidated Financial Statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended September 30, 2020, as filed with the SEC on November 12, 2020. In the opinion of management, these Consolidated Financial Statements reflect all adjustments necessary to present a fair statement of the Company’s consolidated financial position and the consolidated results of operations and cash flows as of the dates and for the periods presented and are normal and recurring in nature. The interim period results are subject to variation and are not necessarily indicative of the results of operations to be expected for the full fiscal year.

The preparation of the Consolidated Financial Statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Examples of such estimates include, but are not limited to, revenue recognition under the percentage-of-completion method, carrying value of businesses held for sale, and the establishment of reserves related to customer rebates, doubtful accounts, warranties, early-pay discounts, inventories, income taxes, litigation, self-insurance, and progress toward achievement of performance criteria under incentive compensation programs.

On March 11, 2020, the World Health Organization declared the outbreak of the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide, and the effects of the COVID-19 pandemic and such associated measures on management’s estimates and results of operations through December 31, 2020 are reflected in the Consolidated Financial Statements. Given the unprecedented nature of the COVID-19 pandemic, the Company cannot reasonably estimate the full extent of the impact that the COVID-19 pandemic will have on its consolidated financial condition, results of operations, or cash flows in the foreseeable future. The ultimate impact of the COVID-19 pandemic on the Company is highly uncertain and will depend on future developments, and such impacts could exist for an extended period of time, even after the COVID-19 pandemic subsides. Events and changes in circumstances arising after December 31, 2020, including those resulting from the ongoing impacts of the COVID-19 pandemic, will be reflected in management’s estimates for future periods in subsequent periodic filings.

2.Summary of Significant Accounting Policies

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The significant accounting policies used in preparing the Consolidated Financial Statements are consistent with the accounting policies described in the Company’s Annual Report on Form 10-K as of and for the year ended September 30, 2020, except as described below.

Recently Adopted Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Statements (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss impairment model with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. ASU 2016-13 became effective for the Company’s fiscal year beginning on October 1, 2020. As a result of the Company's assessment on its trade receivables and receivables from long-term manufacturing contracts, ASU 2016-13 did not have a material impact on the Consolidated Financial Statements.

In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). ASU 2018-02 allows for the reclassification of stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) from accumulated other comprehensive loss to retained earnings. The Company adopted ASU 2018-02 on October 1, 2019, which resulted in a one-time decrease to accumulated other comprehensive loss and an increase to retained earnings of $6.0 on the Consolidated Balance Sheet, primarily related to deferred taxes previously recorded for pension and other postretirement benefits. The adoption of ASU 2018-02 did not have an impact to the Consolidated Statements of Operations or Consolidated Statements of Cash Flows.

Recently Issued Accounting Standards

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 clarifies and simplifies accounting for income taxes by eliminating certain exceptions for intraperiod tax allocation principles, the methodology for calculating income tax rates in an interim period, and recognition of deferred taxes for outside basis differences in an investment, among other updates. ASU 2019-12 will be effective for the Company’s fiscal year beginning on October 1, 2021. The Company is currently evaluating the impact of ASU 2019-12 on the Consolidated Financial Statements.

No other new accounting pronouncements recently adopted or issued had or are expected to have a material impact on the Consolidated Financial Statements.

3.Revenue Recognition

Net revenue includes gross revenue less sales discounts, customer rebates, sales incentives, and product returns, all of which require the Company to make estimates for the portion of these allowances that have yet to be credited or paid to customers. The Company estimates these allowances using the expected value method, which is based upon historical rates and projections of customer purchases toward contractual rebate thresholds.

Contract balances

The balance in receivables from long-term manufacturing contracts at December 31, 2020 and September 30, 2020 was $158.9 and $138.1, respectively. The change was driven by the impact of net revenue recognized prior to billings. The balance in the liabilities from long-term manufacturing contracts and advances at December 31, 2020 and September 30, 2020 was $214.1 and $189.1, respectively, and consists primarily of cash payments received or due in advance of satisfying performance obligations. The revenue recognized for the three months ended December 31, 2020 and 2019 related to liabilities from long-term manufacturing contracts and advances as of September 30, 2020 and 2019 was $80.1 and $55.3, respectively. During the three months ended December 31, 2020 and 2019, the adjustments related to performance obligations satisfied in previous periods were immaterial.

Transaction price allocated to the remaining performance obligations

As of December 31, 2020, the aggregate amount of transaction price of remaining performance obligations, which corresponds to backlog as defined in Item 2 of this Form 10-Q, for the Company was $1,362.6. Approximately 78% of these performance obligations are expected to be satisfied over the next twelve months, and the remaining performance obligations, primarily within one to three years.

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Disaggregation of revenue

The following tables present net revenue by end market:


	Three Months Ended December 31, 2020
		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total
End Market
Plastics		$	194.7	$	—	$	—	$	194.7
Automotive		—		36.5		—		36.5
Chemicals		19.1		—		—		19.1
Consumer goods		—		39.0		—		39.0
Food and pharmaceuticals		22.8		—		—		22.8
Custom molders		—		38.9		—		38.9
Construction		—		20.4		—		20.4
Packaging		—		31.7		—		31.7
Minerals and mining		11.9		—		—		11.9
Electronics		—		18.4		—		18.4
Medical		—		21.2		—		21.2
Death care		—		—		164.8		164.8
Other industrial		42.3		30.8		—		73.1
Total		$	290.8	$	236.9	$	164.8	$	692.5


	Three Months Ended December 31, 2019
		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total
End Market
Plastics		$	202.0	$	—	$	—	$	202.0
Automotive		—		25.0		—		25.0
Chemicals		24.4		—		—		24.4
Consumer goods		—		22.4		—		22.4
Food and pharmaceuticals		18.0		—		—		18.0
Custom molders		—		16.8		—		16.8
Construction		—		16.8		—		16.8
Packaging		—		13.8		—		13.8
Minerals and mining		13.3		—		—		13.3
Electronics		—		8.3		—		8.3
Medical		—		5.3		—		5.3
Death care		—		—		127.0		127.0
Other industrial		48.9		24.9		—		73.8
Total		$	306.6	$	133.3	$	127.0	$	566.9

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The following tables present net revenue by geographical market:


	Three Months Ended December 31, 2020
		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total
Geographical Markets
Americas		$	82.1	$	124.7	$	164.8	$	371.6
Asia		127.9		73.3		—		201.2
Europe, the Middle East, and Africa		80.8		38.9		—		119.7
Total		$	290.8	$	236.9	$	164.8	$	692.5


	Three Months Ended December 31, 2019
		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total
Geographical Markets
Americas		$	112.9	$	80.4	$	127.0	$	320.3
Asia		108.3		32.9		—		141.2
Europe, the Middle East, and Africa		85.4		20.0		—		105.4
Total		$	306.6	$	133.3	$	127.0	$	566.9

The following tables present net revenue by products and services:


	Three Months Ended December 31, 2020
		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total
Products and Services
Equipment		$	197.9	$	155.1	$	—	$	353.0
Parts and services		92.9		65.5		—		158.4
Death care		—		—		164.8		164.8
Other		—		16.3		—		16.3
Total		$	290.8	$	236.9	$	164.8	$	692.5


	Three Months Ended December 31, 2019
		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total
Products and Services
Equipment		$	206.0	$	82.2	$	—	$	288.2
Parts and services		100.6		32.2		—		132.8
Death care		—		—		127.0		127.0
Other		—		18.9		—		18.9
Total		$	306.6	$	133.3	$	127.0	$	566.9

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The following tables present net revenue by timing of transfer:


	Three Months Ended December 31, 2020
		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total
Timing of Transfer
Point in time		$	146.2	$	236.9	$	164.8	$	547.9
Over time		144.6		—		—		144.6
Total		$	290.8	$	236.9	$	164.8	$	692.5


	Three Months Ended December 31, 2019
		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total
Timing of Transfer
Point in time		$	147.3	$	133.3	$	127.0	$	407.6
Over time		159.3		—		—		159.3
Total		$	306.6	$	133.3	$	127.0	$	566.9

4.Acquisitions and Divestitures

Acquisition of Milacron

Background

On November 21, 2019, the Company completed the acquisition of Milacron, a global leader in highly engineered and customized systems in plastic technology and processing, through a merger of its wholly-owned subsidiary with and into Milacron, resulting in ownership of 100% of Milacron common stock that was issued and outstanding after the acquisition. The acquisition provides Hillenbrand with increased scale and meaningful product diversification, enhancing its ability to serve customers with expanded capabilities across the plastics value chain.

The results of Milacron are reported separately in its own reportable segment (Molding Technology Solutions).

Purchase price consideration

As a result of the acquisition, Milacron stockholders received $11.80 in cash per share and a fixed exchange ratio of 0.1612 shares of Hillenbrand common stock for each share of Milacron common stock they owned, with cash paid in lieu of fractional shares. In addition, concurrent with the closing of the acquisition, the Company made a cash payment of $772.9 to repay outstanding Milacron debt, including accrued interest. The Company funded the acquisition through a combination of cash on hand, new debt financing, and the issuance of common stock.

Pursuant to the Merger Agreement, certain of Milacron’s outstanding stock options, restricted stock awards, restricted stock unit awards, and performance stock unit awards immediately vested and converted into the right to receive $11.80 per share in cash and 0.1612 shares of Hillenbrand common stock per share. Additionally, certain of Milacron’s stock appreciation rights were canceled and converted into the right to receive a lump sum cash payment. The fair value of share-based equity awards was apportioned between purchase price consideration and immediate expense. The portion of the fair value of partially vested awards associated with pre-acquisition service of Milacron employees represented a component of the total purchase price consideration, while the remaining portion of the fair value was immediately recognized as expense within operating expenses on the Consolidated Statement of Operations during the three months ended December 31, 2019.

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The following table summarizes the aggregate purchase price consideration to acquire Milacron:


Cash consideration paid to Milacron stockholders	$	835.9
Repayment of Milacron debt, including accrued interest	772.9
Cash consideration paid to settle outstanding share-based equity awards	34.2
Total cash consideration	1,643.0
Fair value of Hillenbrand common stock issued to Milacron stockholders (1)	356.9
Stock consideration issued to settle outstanding share-based equity awards (1)	14.4
Total consideration transferred	2,014.3
Portion of cash settlement of outstanding share-based equity awards recognized as expense (2)	(14.1)
Portion of stock settlement of outstanding share-based equity awards recognized as expense (2)	(5.9)
Total purchase price consideration	$	1,994.3

(1)The fair value of the 11.4 million shares of Hillenbrand’s common stock issued as of the acquisition date was determined based on a per share price of $31.26, which was the closing price of Hillenbrand’s common stock on November 20, 2019, the last trading day before the acquisition closed on November 21, 2019. This includes a nominal amount of cash paid in lieu of fractional shares. Additionally, 0.5 million shares of Hillenbrand’s common stock were issued to settle certain of Milacron’s outstanding share-based equity awards, as previously discussed.

(2)In total, $20.0 was immediately recognized as expense within operating expenses on the Consolidated Statements of Operations during the three months ended December 31, 2019, which represents the portion of the fair value of outstanding share-based equity awards that was not associated with pre-acquisition service of Milacron employees, as previously discussed.

Purchase price allocation

The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. The purchase price was allocated to the assets acquired and liabilities assumed based on management’s estimate of the respective fair values at the date of acquisition. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were based on strategic benefits that are expected to be realized from the acquisition. None of the goodwill is deductible for income tax purposes.

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The following table summarizes the final (as of November 21, 2020) fair values of the assets acquired and liabilities assumed as of the acquisition date:


	November 21, 2019 (as initially reported)		Measurement Period Adjustments		November 21, 2019 (as adjusted)
Assets acquired:
Cash and cash equivalents	$	125.8	$	—	$	125.8
Trade receivables	135.5		(2.4)		133.1
Inventories	288.7		(1.0)		287.7
Prepaid expense and other current assets	64.3		4.9		69.2
Property, plant, and equipment	262.9		(29.0)		233.9
Operating lease right-of-use assets