Quarterly report pursuant to Section 13 or 15(d)

Business Acquisitions and Divestitures (Tables)

v3.20.1
Business Acquisitions and Divestitures (Tables)
6 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Schedule of Business Acquisition

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