Annual report pursuant to Section 13 and 15(d)

Business Combinations (Tables)

v3.21.2
Business Combinations (Tables)
12 Months Ended
Sep. 30, 2021
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.
Year Ended September 30,
2021 2020
Net revenue $ 995.7  $ 735.8 
Income before income taxes 126.8  13.4 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the final (as of November 21, 2020) fair values of the assets acquired and liabilities assumed as of the acquisition date (November 21, 2019):
Assets acquired:
Cash and cash equivalents $ 125.8 
Trade receivables 133.1 
Inventories 287.7 
Prepaid expense and other current assets 69.2 
Property, plant, and equipment 233.9 
Operating lease right-of-use assets 41.3 
Identifiable intangible assets 815.0 
Goodwill 734.2 
Other long-term assets 21.0 
Total assets acquired 2,461.2 
Liabilities assumed:
Trade accounts payable 110.2 
Liabilities from long-term manufacturing contracts and advances 32.7 
Accrued compensation 20.8 
Other current liabilities 89.4 
Accrued pension and postretirement healthcare 29.4 
Deferred income taxes 139.0 
Operating lease liabilities - long-term 31.2 
Other long-term liabilities 14.2 
Total liabilities assumed 466.9 
Total purchase price consideration $ 1,994.3 
The 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,
  2021 2020
Cash and cash equivalents $ 3.5  $ — 
Trade receivables, net 7.8  19.8 
Inventories 12.0  22.0 
Property, plant and equipment, net (1)
12.0  18.1 
Operating lease right-of-use assets 1.9  4.3 
Intangible assets, net 49.5  133.6 
Goodwill 12.4  19.5 
Other assets 4.4  9.4 
Valuation adjustment (allowance) on disposal group (2)
(47.1) (45.4)
Total assets held for sale $ 56.4  $ 181.3 
Trade accounts payable $ 5.2  $ 7.3 
Liabilities from long-term manufacturing contracts and advances 7.5  4.9 
Operating lease liabilities 2.0  4.5 
Deferred income taxes 4.9  8.8 
Other liabilities 2.3  7.0 
Total liabilities held for sale $ 21.9  $ 32.5 
(1)Total assets held for sale in this table include certain parcels of real estate that are also classified as held for sale on the Company’s Consolidated Balance Sheets as of September 30, 2021 and 2020.
(2)The Company adjusted the carrying value to fair value less costs to sell for certain assets held for sale during the year ended September 30, 2021 and 2020.