Hillenbrand, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Business Acquisitions and Divestitures (Tables)

Business Acquisitions and Divestitures (Tables)

6 Months Ended

Mar. 31, 2020

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 in the Consolidated Statement of Operations during the six months ended March 31, 2020, 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.

The following table provides the results of operations for Milacron included in Hillenbrand’s Consolidated Statements of Operations for the three and six months ended March 31, 2020:



	Three Months Ended March 31, 2020			Six Months Ended March 31, 2020
Net revenue	$	199.0		$	332.3
Loss before income taxes	(30.2		)	(29.5		)

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary amounts allocated to intangible assets are as follows:



	Gross Carrying Amount		Weighted-Average Useful Life
Customer relationships	$	560.0	19 years
Trade names	150.0		Indefinite
Technology, including patents	95.0		10 years
Backlog	10.0		3 months
Total	$	815.0

The following table summarizes preliminary estimates of 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			1.3			136.8
Inventories	288.7			5.7			294.4
Prepaid expense and other current assets	64.3			1.3			65.6
Property, plant, and equipment	262.9			(17.7		)	245.2
Operating lease right-of-use assets	41.3			—			41.3
Identifiable intangible assets	865.0			(50.0		)	815.0
Goodwill	666.5			38.8			705.3
Other long-term assets	22.6			2.7			25.3
Total assets acquired	2,472.6		—	(17.9		)	2,454.7

Liabilities assumed:
Trade accounts payable	110.2			—			110.2
Liabilities from long-term manufacturing contracts and advances	32.7			—			32.7
Accrued compensation	23.2			(2.4		)	20.8
Other current liabilities	72.2			(0.3		)	71.9
Accrued pension and postretirement healthcare	29.4			—			29.4
Deferred income taxes	166.3			(15.2		)	151.1
Operating lease liabilities - long-term	31.2			—			31.2
Other long-term liabilities	13.1			—			13.1
Total liabilities assumed	478.3		—	(17.9		)	460.4

Total purchase price consideration	$	1,994.3		$	—		$	1,994.3

Schedule of Business Acquisition Pro Forma Information

The supplemental pro forma financial information for the periods presented is as follows:



	Three Months Ended March 31,					Six Months Ended March 31,
	2020			2019		2020			2019
Net revenue	$	648.9		$	713.3	$	1,331.5		$	1,413.1
Net (loss) income attributable to Hillenbrand	(46.8		)	37.5		(31.3		)	67.4

Net income attributable to Hillenbrand — per share of common stock:
Basic (loss) earnings per share	$	(0.62	)	$	0.50	$	(0.42	)	$	0.90
Diluted (loss) earnings per share	$	(0.62	)	$	0.50	$	(0.42	)	$	0.90