hi-20220630

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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, 2022

☐ 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 or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Batesville Boulevard
Batesville,	Indiana	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 69,457,443 shares of common stock, no par value per share, outstanding as of July 28, 2022.

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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 , 2022 and 2021	2

	Consolidated Statements of Comprehensive (L oss) Income for the Three and Nine Months Ended June 3 0 , 2022 and 2021	3

	Consolidated Balance Sheets at June 30 , 2022 and September 30, 2021	4

	Consolidated Statements of Cash Flows for the Nine Months Ended June 3 0 , 2022 and 2021	5

	Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended J une 30 , 2022 and 2021	6

	Condensed Notes to Consolidated Financial Statements	8

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4.	Controls and Procedures	46

	PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	47

Item 1A.	Risk Factors	47

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 6.	Exhibits	48

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,
	2022		2021		2022		2021
Net revenue	$	720.6	$	695.1	$	2,191.0	$	2,109.9
Cost of goods sold	489.3		469.2		1,479.1		1,393.9
Gross profit	231.3		225.9		711.9		716.0
Operating expenses	128.7		126.6		388.6		396.2
Amortization expense	13.4		14.1		40.8		41.8
(Gain) loss on divestitures	—		(0.1)		3.1		(65.8)

Interest expense	17.5		19.0		52.7		59.7
Other income (expense), net	1.2		(0.4)		4.8		0.2
Income before income taxes	72.9		65.9		231.5		284.3
Income tax expense	22.8		24.4		75.5		86.1
Consolidated net income	50.1		41.5		156.0		198.2
Less: Net income attributable to noncontrolling interests	1.3		1.1		3.9		3.3
Net income attributable to Hillenbrand	$	48.8	$	40.4	$	152.1	$	194.9

Net income attributable to Hillenbrand — per share of common stock:
Basic earnings per share	$	0.68	$	0.54	$	2.10	$	2.59
Diluted earnings per share	$	0.68	$	0.53	$	2.08	$	2.57
Weighted average shares outstanding (basic)	71.4		75.5		72.4		75.4
Weighted average shares outstanding (diluted)	72.0		76.2		73.0		75.9

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Consolidated Statements of Comprehensive (Loss) Income (Unaudited)

(in millions)


	Three Months Ended June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
Consolidated net income	$	50.1	$	41.5	$	156.0	$	198.2
Changes in other comprehensive (loss) income, net of tax:
Currency translation adjustment (1)	(56.6)		29.2		(61.6)		43.3
Pension and postretirement	1.7		0.9		3.1		2.7
Change in net unrealized gain on derivative instruments	0.1		0.3		2.0		1.5

Total changes in other comprehensive (loss) income, net of tax	(54.8)		30.4		(56.5)		47.5
Consolidated comprehensive (loss) income	(4.7)		71.9		99.5		245.7
Less: Comprehensive income attributable to noncontrolling interests	—		0.9		2.3		3.2
Comprehensive (loss) income attributable to Hillenbrand	(4.7)		71.0		97.2		242.5

(1)Includes gains and losses on intra-entity foreign currency transactions that are of a long-term investment nature.

See Condensed Notes to Consolidated Financial Statements

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Hillenbrand, Inc.

Consolidated Balance Sheets

(in millions)


	June 30, 2022 (unaudited)		September 30, 2021
ASSETS
Current Assets
Cash and cash equivalents	$	284.4	$	446.1
Trade receivables, net	304.8		323.5
Receivables from long-term manufacturing contracts, net	197.0		121.9
Inventories, net	506.1		411.6

Prepaid expenses and other current assets	111.9		75.2

Current assets held for sale	—		56.2
Total current assets	1,404.2		1,434.5
Property, plant, and equipment, net	280.9		295.1
Operating lease right-of-use assets, net	128.3		138.1
Intangible assets, net	849.3		913.9
Goodwill	1,132.5		1,168.6
Other long-term assets	98.5		64.7
Total Assets	$	3,893.7	$	4,014.9

LIABILITIES
Current Liabilities
Trade accounts payable	$	438.7	$	361.3
Liabilities from long-term manufacturing contracts and advances	253.1		296.6

Accrued compensation	105.4		123.5

Current liabilities held for sale	—		18.9
Other current liabilities	257.5		234.8
Total current liabilities	1,054.7		1,035.1
Long-term debt	1,214.6		1,212.9
Accrued pension and postretirement healthcare	134.6		151.6
Operating lease liabilities	96.7		105.6
Deferred income taxes	182.2		206.7
Other long-term liabilities	60.6		70.8
Total Liabilities	2,743.4		2,782.7

Commitments and contingencies (Note 15)

SHAREHOLDERS’ EQUITY
Common stock, no par value (75.8 and 75.8 shares issued, 69.7 and 72.7 shares outstanding)	—		—
Additional paid-in capital	719.5		725.4
Retained earnings	770.5		666.2
Treasury stock (6.1 and 3.1 shares, at cost)	(261.8)		(135.7)
Accumulated other comprehensive loss	(101.2)		(46.3)
Hillenbrand Shareholders’ Equity	1,127.0		1,209.6
Noncontrolling interests	23.3		22.6
Total Shareholders’ Equity	1,150.3		1,232.2

Total Liabilities and Shareholders’ Equity	$	3,893.7	$	4,014.9

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,
	2022		2021
Operating Activities
Consolidated net income	$	156.0	$	198.2
Adjustments to reconcile consolidated net income to cash provided by operating activities:
Depreciation and amortization	81.5		86.3

Deferred income taxes	(11.6)		13.6
Amortization of deferred financing costs	2.7		6.2
Share-based compensation	16.4		14.7
Loss (gain) on divestitures	3.1		(65.8)
Trade accounts receivable, net and receivables from long-term manufacturing contracts	(77.7)		10.2
Inventories, net	(106.7)		(30.6)
Prepaid expenses and other current assets	(32.3)		3.4
Trade accounts payable	95.9		54.7
Liabilities from long-term manufacturing contracts and advances,
accrued compensation, and other current liabilities	(50.9)		147.3
Income taxes payable	32.7		4.1
Defined benefit plan and postretirement funding	(6.9)		(6.8)
Defined benefit plan and postretirement expense	0.7		2.1
Other, net	(8.6)		5.1
Net cash provided by operating activities	94.3		442.7

Investing Activities
Capital expenditures	(32.5)		(21.8)
Proceeds from sales of property, plant, and equipment	1.7		0.1


Acquisition of business, net of cash acquired	(12.9)		—
(Payments) proceeds from divestitures, net of cash divested	(4.5)		165.8


Net cash (used in) provided by investing activities	(48.2)		144.1

Financing Activities
Proceeds from issuance of long-term debt	—		350.0
Repayments on long-term debt	—		(688.8)
Proceeds from revolving credit facilities	—		395.0
Repayments on revolving credit facilities	—		(395.0)
Payment of deferred financing costs	(3.5)		(5.4)
Payments of dividends on common stock	(47.0)		(48.4)
Repurchases of common stock	(167.0)		(43.4)
Proceeds from stock option exercises	24.7		9.2
Payments for employee taxes on net settlement equity awards	(6.9)		(3.5)
Other, net	(1.6)		(1.3)
Net cash used in financing activities	(201.3)		(431.6)

Effect of exchange rates on cash and cash equivalents	(10.2)		10.7

Net cash flows	(165.4)		165.9

Cash, cash equivalents, and restricted cash:
At beginning of period	450.9		311.8
At end of period	$	285.5	$	477.7

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, 2022		June 30, 2021
Cash and cash equivalents	$	284.4	$	476.2
Short-term restricted cash included in other current assets	1.1		1.5
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows	$	285.5	$	477.7

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, 2022

	Common Stock	Additional Paid-in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares					Shares	Amount
Balance at March 31, 2022	75.8	$	717.3	$	737.1	3.4	$	(152.2)	$	(47.7)	$	23.3	$	1,277.8
Total other comprehensive loss, net of tax	—	—		—		—	—		(53.5)		(1.3)		(54.8)
Net income	—	—		48.8		—	—		—		1.3		50.1
Repurchases of common stock	—	—		—		2.7	(111.5)		—		—		(111.5)
Issuance/retirement of stock for stock awards/options	—	(2.3)		—		—	1.9		—		—		(0.4)
Share-based compensation	—	4.4		—		—	—		—		—		4.4
Dividends ($0.2175 per share)	—	0.1		(15.4)		—	—		—		—		(15.3)


Balance at June 30, 2022	75.8	$	719.5	$	770.5	6.1	$	(261.8)	$	(101.2)	$	23.3	$	1,150.3

	Nine Months Ended June 30, 2022

	Common Stock	Additional Paid-in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares					Shares	Amount
Balance at September 30, 2021	75.8	$	725.4	$	666.2	3.1	$	(135.7)	$	(46.3)	$	22.6	$	1,232.2
Total other comprehensive loss, net of tax	—	—		—		—	—		(54.9)		(1.6)		(56.5)
Net income	—	—		152.1		—	—		—		3.9		156.0
Repurchases of common stock	—	—		—		3.9	(167.0)		—		—		(167.0)
Issuance/retirement of stock for stock awards/options	—	(23.1)		—		(0.9)	40.9		—		—		17.8
Share-based compensation	—	16.4		—		—	—		—		—		16.4
Dividends ($0.6525 per share)	—	0.8		(47.8)		—	—		—		(1.6)		(48.6)

Balance at June 30, 2022	75.8	$	719.5	$	770.5	6.1	$	(261.8)	$	(101.2)	$	23.3	$	1,150.3

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	Three Months Ended June 30, 2021

	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

	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.

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 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 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 and systems around the world. Molding Technology Solutions is a global leader in highly engineered and customized equipment, systems, and service 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, Inc. 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 (“U.S.”) 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, 2021, as filed with the SEC on November 17, 2021. In the opinion of management, these unaudited 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 consolidated 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 net 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 over time method, 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.

As a result of the Russian Federation’s invasion of Ukraine in February 2022 (the “Ukraine War”), various nations, including the U.S., have instituted economic sanctions and other responsive measures, which have resulted in an increased level of global economic and political uncertainty. Any such geopolitical instability and uncertainty could have a negative impact on our ability to sell to, ship products to, collect payments from, and support customers in certain regions. The effects of the Ukraine War and such associated measures on management’s estimates and consolidated results of operations through June 30, 2022 are reflected in the Consolidated Financial Statements. As of and for the three and nine months ended June 30, 2022, the effects of the Ukraine War have not had a material impact on the Consolidated Financial Statements.

In addition, it has now been more than two years since March 11, 2020, when 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. The effects of the ongoing COVID-19 pandemic and such associated measures on management’s estimates and consolidated results of operations through June 30, 2022 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, and the consolidated results of operations, and cash flows in the foreseeable future. The ultimate impact of the COVID-19 pandemic on the Company is

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highly uncertain and will depend on future developments, and such impacts could exist for an extended period of time, even after the ongoing COVID-19 pandemic subsides or if variant strains of the virus further impacts the global economy or the Company.

Events and changes in circumstances arising after June 30, 2022, including those resulting from the ongoing impacts of the Ukraine War and the COVID-19 pandemic, will be reflected in management’s estimates for future periods in subsequent periodic filings.

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, 2021, except as described below.

Recently Adopted Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“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 became effective for the Company’s fiscal year beginning on October 1, 2021. The adoption of ASU 2019-12 did not have a material impact 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, 2022 and September 30, 2021, was $197.0 and $121.9, 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, 2022 and September 30, 2021, was $253.1 and $296.6, respectively, and consists primarily of cash payments received or due in advance of satisfying performance obligations. The net revenue recognized for the nine months ended June 30, 2022, and 2021 related to liabilities from long-term manufacturing contracts and advances as of September 30, 2021 and 2020, was $189.8 and $128.8, respectively. During the three and nine months ended June 30, 2022 and 2021, the adjustments related to performance obligations satisfied in previous periods were immaterial.

Transaction price allocated to the remaining performance obligations

As of June 30, 2022, the aggregate amount of transaction price of remaining performance obligations for the Company, which corresponds to backlog as defined in Part I, Item 2 of this Quarterly Report on Form 10-Q, was $1,648.8. Approximately 79% 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 June 30, 2022								Nine Months Ended June 30, 2022
	Advanced Process Solutions		Molding Technology Solutions		Batesville		Total		Advanced Process Solutions		Molding Technology Solutions		Batesville		Total
End Market
Plastics	$	224.2	$	—	$	—	$	224.2	$	688.7	$	—	$	—	$	688.7
Automotive	—		41.0		—		41.0		—		146.9		—		146.9
Chemicals	24.9		—		—		24.9		74.4		—		—		74.4
Consumer goods	—		40.9		—		40.9		—		115.9		—		115.9