hi-20210630

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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 June 30, 2021

☐ 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 73,038,372 shares of common stock, no par value per share, outstanding as of July 29, 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 and Nine Months Ended June 30 , 2021 and 2020	2

	Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended June 30 , 2021 and 2020	3

	Consolidated Balance Sheets at June 30 , 2021 and September 30, 2020	4

	Consolidated Statements of Cash Flows for the Nine Months Ended June 30 , 2021 and 2020	5

	Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended June 30 , 2021 and 2020	6

	Condensed Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51

Item 4.	Controls and Procedures	51

	PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	52

Item 1A.	Risk Factors	52

Item 6.	Exhibits	52

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 June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020
Net revenue	$	695.1	$	607.5	$	2,109.9	$	1,823.3
Cost of goods sold	469.2		400.2		1,393.9		1,250.5
Gross profit	225.9		207.3		716.0		572.8
Operating expenses	126.6		118.5		396.2		411.9
Amortization expense	14.1		16.4		41.8		55.2
(Gain) loss on divestitures	(0.1)		—		(65.8)		3.0
Impairment charges	—		—		—		82.5
Interest expense	19.0		19.7		59.7		55.3
Other (expense) income, net	(0.4)		0.6		0.2		4.8
Income (loss) before income taxes	65.9		53.3		284.3		(30.3)
Income tax expense	24.4		28.3		86.1		17.7
Consolidated net income (loss)	41.5		25.0		198.2		(48.0)
Less: Net income attributable to noncontrolling interests	1.1		1.0		3.3		5.1
Net income (loss) attributable to Hillenbrand	$	40.4	$	24.0	$	194.9	$	(53.1)

Net income (loss) attributable to Hillenbrand — per share of common stock:
Basic earnings (loss) per share	$	0.54	$	0.32	$	2.59	$	(0.73)
Diluted earnings (loss) per share	$	0.53	$	0.32	$	2.57	$	(0.73)
Weighted average shares outstanding (basic)	75.5		75.1		75.4		72.8
Weighted average shares outstanding (diluted)	76.2		75.1		75.9		72.8

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in millions)


	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020
Consolidated net income (loss)	$	41.5	$	25.0	$	198.2	$	(48.0)
Changes in other comprehensive income, net of tax:
Currency translation adjustment	29.2		11.9		43.3		(1.0)
Pension and postretirement (net of quarter-to-date tax expense of $0.4 and $0.4 and year-to-date tax expense of $1.0 and $1.3)	0.9		1.3		2.7		3.8
Change in net unrealized gain on derivative instruments (net of quarter-to-date tax (benefit) expense of ($0.1) and $0.9 and year-to-date tax (benefit) expense of ($0.1) and $0.7)	0.3		2.4		1.5		0.5

Total changes in other comprehensive income, net of tax	30.4		15.6		47.5		3.3
Consolidated comprehensive income (loss)	71.9		40.6		245.7		(44.7)
Less: Comprehensive income attributable to noncontrolling interests	0.9		0.9		3.2		4.4
Comprehensive income (loss) attributable to Hillenbrand	$	71.0	$	39.7	$	242.5	$	(49.1)

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Consolidated Balance Sheets

(in millions)


	June 30, 2021 (unaudited)		September 30, 2020
ASSETS
Current Assets
Cash and cash equivalents	$	476.2	$	302.2
Trade receivables, net	293.6		279.5
Receivables from long-term manufacturing contracts	124.2		138.1
Inventories, net	410.9		385.4

Prepaid expenses and other current assets	75.1		83.2

Current assets held for sale	61.4		181.3
Total current assets	1,441.4		1,369.7
Property, plant, and equipment, net	294.4		314.2
Operating lease right-of-use assets, net	146.3		154.4
Intangible assets, net	931.2		960.7
Goodwill	1,175.8		1,137.8
Other long-term assets	48.3		50.6
Total Assets	$	4,037.4	$	3,987.4

LIABILITIES
Current Liabilities
Trade accounts payable	$	329.3	$	271.6
Liabilities from long-term manufacturing contracts and advances	324.9		189.1
Current portion of long-term debt	—		36.3
Accrued compensation	105.6		96.1

Current liabilities held for sale	19.2		32.5
Other current liabilities	244.0		226.5
Total current liabilities	1,023.0		852.1
Long-term debt	1,212.4		1,516.3
Accrued pension and postretirement healthcare	164.2		166.8
Operating lease liabilities	112.8		120.9
Deferred income taxes	200.8		185.8
Other long-term liabilities	71.8		66.1
Total Liabilities	2,785.0		2,908.0

Commitments and contingencies (Note 15)

SHAREHOLDERS’ EQUITY
Common stock, no par value (75.8 and 75.8 shares issued, 74.3 and 74.8 shares outstanding)	—		—
Additional paid-in capital	722.9		723.6
Retained earnings	627.1		481.4
Treasury stock (1.5 and 1.0 shares, at cost)	(64.6)		(43.2)
Accumulated other comprehensive loss	(55.2)		(102.8)
Hillenbrand Shareholders’ Equity	1,230.2		1,059.0
Noncontrolling interests	22.2		20.4
Total Shareholders’ Equity	1,252.4		1,079.4

Total Liabilities and Shareholders’ Equity	$	4,037.4	$	3,987.4

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in millions)


	Nine Months Ended June 30,
	2021		2020
Operating Activities
Consolidated net income (loss)	$	198.2	$	(48.0)
Adjustments to reconcile consolidated net income (loss) to cash provided by operating activities:
Depreciation and amortization	86.3		98.4
Impairment charges	—		82.5
Deferred income taxes	13.6		(23.4)
Amortization of deferred financing costs	6.2		2.5
Share-based compensation	14.7		9.4
Settlement of Milacron share-based equity awards	—		5.9
(Gain) loss on divestitures	(65.8)		3.0
Trade accounts receivable, net and receivables from long-term manufacturing contracts	10.2		59.6
Inventories, net	(30.6)		35.9
Prepaid expenses and other current assets	3.4		6.5
Trade accounts payable	54.7		(76.4)
Liabilities from long-term manufacturing contracts and advances,
accrued compensation, and other current liabilities	147.3		(46.7)
Income taxes payable	4.1		15.5
Defined benefit plan and postretirement funding	(6.8)		(7.5)
Defined benefit plan and postretirement expense	2.1		4.6
Other, net	5.1		(1.7)
Net cash provided by operating activities	442.7		120.1

Investing Activities
Capital expenditures	(21.8)		(20.3)
Proceeds from sales of property, plant, and equipment	0.1		14.2

Acquisition of businesses, net of cash acquired	—		(1,503.1)
Proceeds from divestitures, net of cash divested	165.8		222.4

Net cash provided by (used in) investing activities	144.1		(1,286.8)

Financing Activities
Proceeds from issuance of long-term debt	350.0		1,125.2
Repayments on long-term debt	(688.8)		(27.2)
Proceeds from revolving credit facilities	395.0		1,157.8
Repayments on revolving credit facilities	(395.0)		(1,158.9)
Payment of deferred financing costs	(5.4)		(13.7)
Payments of dividends on common stock	(48.4)		(47.6)
Repurchases of common stock	(43.4)		—
Proceeds from stock option exercises	9.2		0.4
Payments for employee taxes on net settlement equity awards	(3.5)		(1.9)
Other, net	(1.3)		(3.0)
Net cash (used in) provided by financing activities	(431.6)		1,031.1

Effect of exchange rates on cash and cash equivalents	10.7		1.1

Net cash flows	165.9		(134.5)

Cash, cash equivalents, and restricted cash:
At beginning of period	311.8		399.4
At end of period	$	477.7	$	264.9

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:


	June 30, 2021		June 30, 2020
Cash and cash equivalents	$	476.2	$	263.1
Short-term restricted cash included in other current assets	1.5		1.8
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows	$	477.7	$	264.9

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Consolidated Statements of Shareholders’ Equity (Unaudited)

(in millions)


	Three Months Ended June 30, 2021
	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 March 31, 2021	75.8	$	720.5	$	603.1	0.6	$	(23.4)	$	(85.8)	$	21.3	$	1,235.7
Total other comprehensive income (loss), net of tax	—	—		—		—	—		30.6		(0.2)		30.4
Net income	—	—		40.4		—	—		—		1.1		41.5
Repurchases of common stock	—	—		—		1.0	(43.4)		—		—		(43.4)
Issuance/retirement of stock for stock awards/options	—	(2.2)		—		(0.1)	2.2		—		—		—
Share-based compensation	—	4.3		—		—	—		—		—		4.3
Dividends ($0.2150 per share)	—	0.3		(16.4)		—	—		—		—		(16.1)


Balance at June 30, 2021	75.8	$	722.9	$	627.1	1.5	$	(64.6)	$	(55.2)	$	22.2	$	1,252.4

	Nine Months Ended June 30, 2021
	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	—	—		—		—	—		47.6		(0.1)		47.5
Net income	—	—		194.9		—	—		—		3.3		198.2
Repurchases of common stock	—	—		—		1.0	(43.4)		—		—		(43.4)
Issuance/retirement of stock for stock awards/options	—	(16.2)		—		(0.5)	22.0		—		—		5.8
Share-based compensation	—	14.7		—		—	—		—		—		14.7
Dividends ($0.6450 per share)	—	0.8		(49.2)		—	—		—		(1.4)		(49.8)

Balance at June 30, 2021	75.8	$	722.9	$	627.1	1.5	$	(64.6)	$	(55.2)	$	22.2	$	1,252.4

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Consolidated Statements of Shareholders’ Equity (Unaudited)

(in millions)


	Three Months Ended June 30, 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 March 31, 2020	75.8	$	716.3	$	496.4	1.1	$	(45.4)	$	(158.3)	$	18.0	$	1,027.0
Total other comprehensive income (loss), net of tax	—	—		—		—	—		15.7		(0.1)		15.6
Net income	—	—		24.0		—	—		—		1.0		25.0
Issuance/retirement of stock for stock awards/options	—	(0.4)		—		—	0.5		—		—		0.1
Share-based compensation	—	3.7		—		—	—		—		—		3.7
Dividends ($0.2125 per share)	—	0.1		(16.0)		—	—		—		(0.4)		(16.3)


Balance at June 30, 2020	75.8	$	719.7	$	504.4	1.1	$	(44.9)	$	(142.6)	$	18.5	$	1,055.1

	Nine Months Ended June 30, 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, 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	—	—		—		—	—		4.0		(0.7)		3.3
Net (loss) income	—	—		(53.1)		—	—		—		5.1		(48.0)
Issuance/retirement of stock for stock awards/options	—	(6.7)		—		(0.1)	5.2		—		—		(1.5)
Share-based compensation	—	9.4		—		—	—		—		—		9.4
Dividends ($0.6375 per share)	—	0.4		(48.0)		—	—		—		(1.6)		(49.2)
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 June 30, 2020	75.8	$	719.7	$	504.4	1.1	$	(44.9)	$	(142.6)	$	18.5	$	1,055.1

(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 operating companies design, develop, manufacture, and service 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 revenue 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 June 30, 2021 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 continue to 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 or if variant strains of the virus further impact the global economy or the Company. Events and changes in circumstances arising after June 30, 2021, 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.

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2.Summary of Significant Accounting Policies

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, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“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 as of October 1, 2019, 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 June 30, 2021 and September 30, 2020 was $124.2 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 June 30, 2021 and September 30, 2020 was $324.9 and $189.1, respectively, and consists primarily of cash payments received or due in advance of satisfying performance obligations. The revenue recognized for the nine months ended June 30, 2021 and 2020 related to liabilities from long-term manufacturing contracts and advances as of September 30, 2020 and 2019 was $128.8 and $104.7, respectively. During the three and nine months ended June 30, 2021 and 2020, the adjustments related to performance obligations satisfied in previous periods were immaterial.

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Transaction price allocated to the remaining performance obligations

As of June 30, 2021, the aggregate amount of transaction price of remaining performance obligations for the Company, which corresponds to backlog as defined in Item 2 of this Form 10-Q, was $1,765.9. Approximately 76% 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.

Disaggregation of revenue

The following tables present net revenue by end market: