Annual report pursuant to Section 13 and 15(d)

Business Combinations (Tables)

v3.20.2
Business Combinations (Tables)
 12 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Schedule of Business Acquisitions, by 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 year ended September 30, 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.
The following table provides the results of operations for Milacron included in the Consolidated Statements of Operations for the year ended September 30, 2020:
Net revenue $ 735.8 
Income before income taxes 13.4 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
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  (1.8) 133.7 
Inventories 288.7  4.0  292.7 
Prepaid expense and other current assets 64.3  3.5  67.8 
Property, plant, and equipment 262.9  (28.1) 234.8 
Operating lease right-of-use assets 41.3  —  41.3 
Identifiable intangible assets 865.0  (50.0) 815.0 
Goodwill 666.5  48.2  714.7 
Other long-term assets 22.6  2.0  24.6 
Total assets acquired 2,472.6  (22.2) 2,450.4 
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  7.2  79.4 
Accrued pension and postretirement healthcare 29.4  —  29.4 
Deferred income taxes 166.3  (27.4) 138.9 
Operating lease liabilities - long-term 31.2  —  31.2 
Other long-term liabilities 13.1  0.4  13.5 
Total liabilities assumed 478.3  (22.2) 456.1 
Total purchase price consideration $ 1,994.3  $ —  $ 1,994.3 
The preliminary amounts allocated to identifiable 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 
Schedule of Business Acquisition Pro Forma Information
The supplemental pro forma financial information for the periods presented is as follows:
Year Ended September 30,
2020 2019
Net revenue $ 2,632.7  $ 2,867.3 
Net (loss) income attributable to Hillenbrand (1.2) 129.3 
Net income attributable to Hillenbrand  — per share of common stock:
Basic (loss) earnings per share $ (0.02) $ 1.73 
Diluted (loss) earnings per share $ (0.02) $ 1.72 
Disposal Groups, Including Discontinued Operations The following is a summary of the major categories of assets and liabilities that have been reclassified to held for sale on the Consolidated Balance Sheets:
  September 30,
  2020 2019
Trade receivables, net $ 19.8  $ 22.6 
Inventories 22.0  18.9 
Property, plant and equipment, net 12.9  10.9 
Operating lease right-of-use assets 4.3  — 
Intangible assets, net 133.6  142.8 
Goodwill 19.5  107.3 
Other assets 9.4  3.2 
Valuation adjustment (allowance) on disposal group (1)
(45.4) — 
Total assets held for sale $ 176.1  $ 305.7 
Trade accounts payable $ 7.3  $ 7.7 
Liabilities from long-term manufacturing contracts and advances 4.9  4.7 
Operating lease liabilities 4.5  — 
Deferred income taxes 8.8  12.0 
Other liabilities 7.0  7.8 
Total liabilities held for sale $ 32.5  $ 32.2 
(1)The Company adjusted the carrying value to fair value less costs to sell for certain held for sale assets.